anka india ltd Directors report

In view of losses the Board doesnt recommend any dividend for the financial year 2022-23.

The Board does not propose to transfer any amount to the reserves.

The financial year 2022-23 has been a successful year for the Company as the Company has acquired 100% shares of Legend SRS Cinemas Private Limited.

Legend SRS Cinemas Private Limited is having the business of operating cinema halls in all across the countries. The Company has time to time provided the relevant disclosures about the ongoing business of the Legend SRS Cinemas Private Limited to the stock exchange.

Further the Company has raised funds by issuing warrants to the Promoters and the Investors and will utilise those funds for the growth of the Company.

The board of the Directors are putting their best efforts and they believe that the Company will earn profits in the upcoming years.

The operational aspects of the Companys working have been covered in detail in the Management Discussion and Analysis Report and the same is deemed to be part of this Directors Report.

There are no change in the nature of business of the Company during the financial year.

There has been no material change and commitments occurred, between the end of the financial year of the Company i.e. 31^st March, 2023 and the date of this report affecting the financial position of the Company.

There are no significant and material order passed by the Regulators or Court, which would impact the going concern status of the Company and its future operations.

The Companys Internal Auditors have conducted periodic audit to provide reasonable assurance that the Companys established policies and procedures have been followed. The Audit Committee constituted by the Board reviews the internal control and financial reporting issues with the Internal Auditors.

A detailed note has been provided under Management Discussion and Analysis report

During the period under review Legend SRS Cinemas Private Limited have become the wholly owned Subsidiary of the company. A separate statement containing the salient features of the financial statements of the Subsidiary Company in form AOC-1 pursuant to the provisions of section 129 (3) of the act, is attached as Annexure-A.

Further, the Company does not have any Joint venture Company or Associate Companies hence there is no comments is required on their performance.

As Company has not done any one time settlement during the year under review hence no disclosure is required.

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

As Company has not done any one time settlement during the year under review hence no disclosure is required.

During the period under review the Company has accepted money in the form of unsecured loan from the director or relative of the director of the Company the details of which are forming part of the financials statement as attached herewith.

During the year under review, your Company did not accept any Deposits from the Public covered under Chapter V of the Companies Act, 2013.

M/S R.S. Prabhu & Associates, Chartered Accountants, Firm Registration No. 127010W was appointed as the statutory auditors in the 27^th Annual General Meeting of the Company who shall holds office upto the conclusion of the 32^nd Annual General Meeting of the Company as per the provisions of the Section 139 of the Companies Act, 2013 and there is no change in the auditor of the Company.

Pursuant to the provisions of section 138 of the Companies Act, 2013 every listed Company has to appoint an Internal Auditor who shall either be a chartered accountant or a cost accountant, or such other professional as may be decided by the Board to conduct internal audit of the functions and activities of the company. Accordingly, the Board of Directors of your Company in their meeting held on 30/05/2023 has reappointed M/s Manoj S. Sharma & Associates Chartered Accountants, Delhi as Internal Auditors of the Company, pursuant to the provisions of Section 138 of the Companies Act, 2013 for the Financial Year 2023-2024.

Section 204 of the Companies Act, 2013 inter-alia requires every listed company to annex with its Boards report, a Secretarial Audit Report given by a Company Secretary in practice, in the prescribed format.

The Board of Directors appointed Mr. Rahul Gupta, Company Secretary, as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2022-23 and their report is annexed to this Board report Annexure B.

Rest of the observations of the auditors on the Financial Statements including relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013 therefore no detail is required to be disclosed under Section 134(3) of the Act.

Recognizing the needs of the business and to strengthen the working capital of the Company the Board of Directors has raised the funds by issue of further share capital.

The Company has issued 1,64,26,218 Equity warrants at a price of Rs 12/- per warrant to be converted into 1 equity share of Rs 10/- each and out of the aforesaid issued warrants the Company has successfully converted 24,63,932 warrants into 24,63,932 equity shares of the Company and accordingly the paid up share capital of the Company has been increased from Rs 6,27,37,820 (Rupees Six Crore Thirty Twenty Seven Lakhs Thirty Seven Thousand Eight Hundred Twenty) to Rs. 8,73,77,140 (Rupees Eight Crore Seventy Three Lakh Seventy Seven Thousand One Hundred Forty).

All the equity shares of the Company are having pari - passu rights and the Company has not issued any equity shares with differential rights.

The Company has not issued any sweat equity during the year.

Information under Section 134 of the Companies Act, 2013 read with the rules made there under is given in Annexure C forming part of this Report.

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by Ministry of Corporate Affairs every company having the net worth of Rs. 500 crores or more, turnover of Rs. 1000 crores or more, or net profit of Rs 5 Crore or more during any financial year have to spend at least 2% of the average net profit of the company made during the three immediately preceding financial years.

As per the guidelines given above our company does not come under the stipulated category to spend any amount on the CSR activity.

1. Mrs. Sulakashana Trikha (DIN: 02924761) retires by rotation and being eligible, offers herself for re-appointment in accordance with the provisions of Section 152(6) and the Articles of Association of the Company. A resolution seeking shareholders approval for his re-appointment forms part of the Notice.

2. The board of directors has appointed Mr. Tarun Jain as the additional director on the Board of the Company on 02/11/2022 to hold office upto the conclusion of this AGM. The Company has received notice in writing under the provisions of Section 160 of the Act from a member along with deposit of Rs. 1,00,000 (Rupees One Lakh) signifying his intention to propose the appointment of Mr. Tarun Jain as the Director of the Company. Therefore the board recommends the member to regularise the appointment of Mr. Tarun Jain.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (SS-2) are given in the Notice of this AGM, forming part of the Annual Report.

Further, during the period under review, there are no changes in the Board of Directors of the Company.

During the period under review there are no changes in key managerial persons.

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

The evaluation framework for assessing the performance of Directors of your Company comprises of contributions at the meetings, strategic perspective or inputs regarding the growth and performance of your Company, among others

Pursuant to the provisions of the Act and the Listing Regulations, the Directors have carried out the annual performance evaluation of the Board, Independent Directors, Non-executive Directors, Executive Directors, Committees and the Chairman of the Board.

The details of Programme for familiarization of Directors of your Company are available on your Companys website viz www.ankaindia.com.

During the financial year 2022-23 there were 8 (Eight) Board Meetings, 5 (Five) Audit Committee meetings, 4 (Four) meetings of the Stakeholder relationship committee, 1 (One) meeting of the Nomination and remuneration Committee and 1 (One) meeting of Independent Director held for which proper notice has been given and the proceedings are recorded in the minutes thereof. The provisions of Companies Act, 2013 were adhered while considering the time gap between two meetings.

The Details of the Board and Committee Meetings are as Follows:-

In terms of section 177 of the Companies Act, 2013 the Composition of the Audit committee is Mrs. Niti Sethi is the Chairman and Mrs. Sulakshana Trikha and Mrs. Asha Kishinchand are the Members.

During the period under review the board has accepted all the recommendation of the Audit committee.

Fraud free and corruption free work culture has been the core of the companys functioning. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the Company has put even greater emphasis to address this risk.

To meet this objective, a Whistle Blower Policy has been laid down. The same policy as approved by the Board was uploaded on the Company website at web link www.ankaindia.com.

The Board has framed a policy for selection of and appointment of Directors, Senior Management and their remuneration and the same has been uploaded on the website of the Company at web link www.ankaindia.com.

Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Act, are detailed in the financial statements.

All related party transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, and Key Managerial Person etc., which may have potential conflict with the interest of the Company at large.

All related party transactions were presented to the Audit Committee and the Board. Approval is obtained for the transactions which are foreseen and repetitive in nature. Related party transactions entered were presented before the Board and Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Companys website at the web link www.ankaindia.com.

No Material Related Party Transactions were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

As per the Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 all the listed entities having paid up equity share capital of more than Rupees Ten crore and having a net worth of Rs twenty five crores should comply with the provisions of regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V.

Whereas as per the last Audited Balance Sheet as made up till 31.03.2023 the Company falls short of the above mentioned criteria, hence the provisions relating to Corporate Governance as mentioned above para does not apply to the Company. However, the company is taking utmost care and following all the provisions of the Corporate Governance as prescribed under the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

Since Company has not paid any remuneration to any of its directors pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014 median employee remuneration cannot be compared. Hence the said details are not provided.

Risk Management is a very important part of every business. Companys Risk Management Policy divides Risk into two broad categories; one Risk Associated at the Transactional Level and the other Risk Associated at the Decision Making Level.

In respect of the Risk Associated at Transactional Level, the company has appropriate control mechanism and operating effectiveness of the Internal Financial Controls and Legal Compliance System. The company has created appropriate structures with proper delegation of duties and responsibilities of employee at each level on enterprise basis for compliances thereof.

In respect of Risk Associated at Decision Making level like political, social & economic, market, technology, capital structure, foreign exchange & interest rate, they are evaluated before taking any strategic & financial decisions.

Adequacy and operative effectiveness of the Internal Financial Control and Legal Compliance System are periodically reviewed by the Management, Internal Auditors, Statutory Auditors and the Audit Committee.

Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciations for the continued, sincere and devoted services rendered by all the employees of the Company.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act), the Company has constituted Internal Complaints Committees (ICC) which are responsible for redressal of complaints related to sexual harassment. The objective of the Policy is to create and provide a work environment that is safer, civilized, free from any sort of hostility, supportive to the diversity & dignity of all Associates, where Associates feel secure, provide protection to the Associates at the workplace and established guidelines for prevention & redressal of complaints of sexual harassment and matters connected or incidental thereto at the workplace on the basis of natural justice and confidentiality.

The Company is committed to provide a safe and conducive work environment to its women employees.

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013]

The Company is not required maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013,

The Company has duly complied with the secretarial standards as prescribed by the ICSI.

On the basis of compliance certificates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/Internal Auditors of the Company from time to time, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013

a) in the preparation of the annual accounts for the year ended March 31^st 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have 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 of the Company as at March 31^st, 2023 and of the loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Companys Internal Auditors have conducted periodic audit to provide reasonable assurance that the Companys established policies and procedures have been followed. The Audit Committee constituted by the Board reviewed the internal controls and financial reporting issues with Internal Auditors and Statutory Auditors.

The Directors express their gratitude and thanks to all the Institutions & Banks, Government Authorities where companys operations are carried out, Shareholders, Customers, Suppliers and other Business Associates for their continued co-operation and patronage.