BOARD'S REPORT TO. THE MEMBERS ANAND PROJECTS LIMITED Your Directors have pleasure in presenting their 80" Annual Report together with Audited Statement of Accounts for the year ended March 31. 2015: OPERATIONS The total income of the Company for the year under review Is Rs.20298.66 Lakhs as compared to Rs.11732.39 Lakhs recorded In the previous year Net Profit after tax stood at Rs 1448.79 Lakhs as compared to a Net Profit of Rs. 1489.57 Lakhs in the last year FUTURE OUTLOOK As you are aware that the Company is carrying of business in the held of engineering projects execution and construction services for infrastructure projects. Your Directors are pleased to inform you that the Company is in process ol implementation of 1980 MW Super Critical Thermal Power Project at Lalitpur. Distt -Jhansi. In the State of Uttar Pradesh and received encouraging response and is successfully executing Engineering. Procurement and Construction (EPC) sorvices in power sector at Distt.-Lalitpur (Uttar Pradesh). Your Company is highly optimistic to improve its order book substantially, by procunng further Contracts ano Orders, In the forthcoming years. DIVIDEND In order to conserve resources (or operational purposes, your Directors do not recommend any dividend on the equity shares tor the year under review LISTING OF SECURITIES The Company's equity shares are listed on BSE Limited. The Annual Listing foes for the year 2015-2016 have been paid by the Company to BSE Limited PUBLIC DEPOSITS During the year under review, your Company has not accepted any deposits under the provisions of Section 73 of the Companies Act 2013 and the rules made there under, for the time being in force MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE There have been no material changes and commitments affecting financial position of the Company lhal have occurred between the balance sheet date and date of this report. IMPACTING ON GOING CONCERN STATUS AND COMPANY'S OPERATIONS During the period under review, there have been no significant and material orders passed by any regulators or courts or tribunals impacting the gotng concern status and Company's operation In future. DIRECTORS Cessation During the period under review. Mr. Narayan Jee J ha (DIN: 05132153). Director resigned from the Company on September 29. 2014 and Mr. Shri Wshan Shatter (DIN: 06479775). Director resigned with effect from April 06. 2015. The Board placed on record its appreciation for the valuable services rendered by the aforesaid directors. Retirement by rotation In terms to the Articles to Association of the Company, Mr. Alok Kumar Gupta. Director retires at the ensuing Annual General Meeting and being eligible, offer himself tor re-appointment Appointment and Re-deslgnatlon Appointment Pursuant to the provisions of Section 161(1) ot the Companies Act, 2013 and the Articles ol Association of the Company, Mr. Upendra Prasad (DIN: 01758353). Mr. Surendra Kumar Sharma (DIN: 02911357) were appointed as Additional Directors designated as Independent Directors w.e.f. Soptomber 29. 2014 arid Ms. Jeanette Luisa Alphonso (DIN: 07145918) as Additional Director designated as Independent Woman Director w.e.f. April 06, 2015 and they shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notices In writing from members) proposing Mr. Upendra Prasad. Mr Surendra Kumar Sharma and Ms. Joanette Luisa Alphonso tor appointment ao Independent Directors. The Company has received declarations (as required) from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-Section (6) of Section 149 of Ihe Companies Act. 2013. CAPITAL FINANCE As on 31st March. 2015. the Issued, subscribed and paid up share capital of your Company stood at Rs.93.42.900/-. comprising 9.34 290 Equity shares of Rs.10/- each The Company has not availed any credit facilities / financial assistance from any Financial Institution(s) and/or Bank(s). EXTRACT OF ANNUAL RETURN Pursuant to Section 92(3) ol the Companies Act 2013 (the Act) and rule 12(1) of the Companies (Management and Administration) Rules, 2014. extract of annual return m the prescribed form MGT-9 is annexed as "Annexure 1". HOLDING. SUBSIDIARY AND ASSOCIATE COMPANIES During the period under review, the Company has neither any subsidiary Company nor is holding Company of any other Company, However, the Company is having an associate Company namely "Ojas Industries Private Limited". COMMITTEES OF BOARD During the period under review, the details of composition of the various Committees ol the Board of Directors (including re-constltution) are as under:- DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the lequirement clause (cj of sub-section (3) ot Section 134 ol the Companies Act. 2013. your Directors confirm that: (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures: (b) tho directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs ol the company at the end of the financial year and of the profit of the company tor that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other Irregularities; Id) the directors had prepared the annual accounts on a going concern basts; and (e) the directors, had laid down internal financial controls lo be followed by the company and that such Internal financial controls axe adequate and were operating effectively (f) the directors had devised proper systems to ensure compliance with the provisions ot oil applicable laws and that such systems were adequate and operating effectively. AUDITORS AND AUDITORS' REPORT The members had at the 79th Annual General Meeting held on Septomber 29.2014. approved the appointment of M/s R S. Dani & Co.. Chartered Accountants (Firm Registration NO.000243C as Statutory Auditors of the Company for the next five (5) financial years i.e. 2014-2015.201 file. 2016-17, 2017-16 and 2018-19. Pursuant lo Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014. the aforesaid appointment needs to be ratified by tne members at the forthcoming Annual General Meeting Accordingly, on recommendation of the Audit Committee, the Board of Directors recommends to the shareholders the ratification of appointment of M/s. R S. Dani & Co Charterod Accountants, as mo Statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the Annual General Meeting to bo hold for tho financial year 2018-19. A certificate from M/s. R.S Dani & Co., Chartered Accountants that their appointment Is within the prescribed limits under Section 141 of the Companies Act. 2013 has been obtained The observations and comments given In the report of the Auditors read together with notes to accounts are self-explanatory and hence do not call for any further information and explanation or comments under Section I34(3)(f) ot the Companies Act. 2013. The report does not contain any qualification, reservation ot adverse remark or disclaimer SECRETARIAL AUDITORS AND THEIR REPORT Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014, M/s Amit Verma & Associates. Company Secretaries were appointed as Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as "Annoxure 3" The report does not contain any qualification, reservation or adverse reman* or disclaimer, PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES Particulars of contracts or arrangements made with related parties referred to In Section 188( 1) of the Companies Act, 2013. in the prescribed Form AOC-2, is appended as Annexure 4 to the Board's Report PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS Details of loans, guarantees and investments covered under the provisions of Soctlori 186 of the Companies Act. 2013 are given in the notes lo the Financial Statements. MANAGERIAL REMUNERATION A) Details of the ratio ot the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; Notes:- i) Median remuneration of employees of the Company during the financial year 2014-2015 was Rs. 4.56.937/-. il) Median remuneration of employees of the Company during the financial year 2013-2014 was Rs 4.60.680/-. Ill) There were 28 confirmed employees on the rolls of the Company as on 31" March 2015. v) Comparison of Remuneration of the Key Managerial Perennial(s) against the performance of the company.- There was an increase in the remuneration of Key Management Personnel. vi) a) Variation In the market capitalization ot the company: The market capitalization as on 3lst March 2015 was Rs 18.3"93.42.900 - 17.09.75.070 (Rs. 17.09.75,070 as on 31st March 2014) (Market Phce is 18.30 pet share taken from BSE sitel b) Pnce Earning Ratio of the Company was 11.80% as at 31st March 2015 and was 11,48% as at 31 st March 2014. c) Percentage increase over decrease in the market quotations o» the shares of the company In comparison to the rate at which the company came out with the last public offer: Not Applicable. vll) Average percentile increase already made In the salaries of employees other than the managerial personnel in the last financial year is 13.50% and its comparison with the percentile increase in the managerial remuneration is 18% viil) The key porameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors. Key Managerial Personnel and other Employees. ix) The rabo of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:- During fiscal year 2014-2015. no employee received remuneration in excess of the highest-paid Director. x) ft rs hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors. Key Managerial Personnel and other Employees. B) Details of every employee of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014: During the year under consideration, none of the employees of the company was in receipt of remuneration In excess of limits prescribed under clause 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 hence particulars as roquirod under 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 are not grven. BOARD EVALUATION Pursuant to the provisions of the Companies Act. 2013. the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit. Nomination & Remuneration and various Compliance Committees in professional manner and ethics HUMAN RESOURCES Your Company treats its "human resources" as one of Its most important assets. Your Company continuously invest In attraction, retention and development of talent on an ongoing basts. From time to time some training program{9) that provide focused people attention, are/would be called up Your Company thrust is on the promotion ot talent internally through job rotation and job enlargement POLICIES Policy for determining material subsidiary During the year ended March 31. 2015. the Company does not have any material listed' unlisted subsidiary companies as defined in Clause 49 ot the Listing Agreement which is not applicable upon the Company as per SEBI's Circular No.-CIR/CFD/Policy Coll/7/2014 dated 15" Soptember 2014. Policy on Appointment and Remuneration and other aspects ot Directors and KMP The Board has. on the recommendation of the Nomination & Remuneration Committeo framed a policy on directors' appointment and remuneration Including criteria tor determining qualifications, positive attributes independence of director and appointment of Directors. Key Managenal Personnel and Senior Management and their remuneration. The Shareholders may inspect the same at the registered office of the Company during business hours on any working day Risk Management Policy The Company has a Risk Management Policy to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across tno ento'pnse *it various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business. Vigil Mechanism: Whistle Blower Policy The Company has a Vigil mechanisra Whistle Blower policy in accordance with Section 177(9J of the Companies Act. 2013. However compliance of Clause 49 of the Listing agreement is not mandatory tor the Company, the same is still posted on the website of tho Company Related Party Transaction Policy Policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company's website. Corporate Social Responsibility (CSR) Policy Contents of Corporate Social Responsibility Policy in Ihe Board's report are given In the Report on CSR Activities in Annoxuro 2 and also posted on the company's website. Antl Sexual Harassment Policy The Company has in place an Anti-Sexual Harassment Policy in line with requirements of Sexual Harassment of workmen at workplace (Prevention, Prohibition and Redressal) Act. 2013. An internal Committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy. The following is the summary of sexual harassment complaints received and disposed ol during the current financial year Number of Complaints received : NIL Number of Complains disposed of : N.A. INTERNAL FINANCIAL CONTROLS The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. REPORT ON CORPORATE GOVERNANCE As per SEBI's Circular No.-CIR/CFD/Policy Cell/7/2014 dated 15* September 2014. the provisions of Clause 49 of the Listing Agreement are not mandatory, hence no euch report is required for the Company CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO In view of the nature of activities which are being carried on by the Company. Disclosure ot particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section I34(3)(m) of Companies Act. 2013 read with Rule 8(3) of the Compares (Accounts) Rules. 2014, respectively are not applicable to the Company, During the year under review, there was no foreign exchange earnings and outgo PARTICULARS OF EMPLOYEES As required under the provision of Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Company is not given, as there were no employees drawing remuneration beyond the prescribed limit under the above referred provisions DEMATERIALISATION OF THE SECURmES Your Directors are pleased to inform the investors that me Company has already obtained electronic connectivity for dematenalisation of its secunties and the International Securities Identification Number (ISIN) allotted to the Equity Sharos of the Company by Ihe Central Depository Services (India) Limited (CDSL) as well as by the National Securities Depository Limited (NSDL). for availing the depository services with any of the Depository Participants registered wilh CDSL is INE134R01013. Therefore, the investors may opt for dematerlaJtsatlon of securities of the Company and avail the depository services. ACKNOWLEDGEMENT Your Directors wish to place on record their sincere appreciation of the assistance and support extended by customers, financial institutions, banks, vendors. Government and other associated (as the case may be) with the activities ot the Company. Your Directors acknowledge with gratitude the encouragement and support by our valued shareholders. Alok Kumar Gupta (Whole-time Diroctor&\ CFO) (DIN 06555981) Joanelte Lulsa Alphonso (Director) (DIN: 07145918) Place: Noida Dated: June 29. 2015 |