ANI Integrated Services Ltd Directors Report.

To

The Members,

ANI Integrated Services Limited

Your Directors hereby take the pleasure of presenting the 11th Annual Report of your Company together with the Audited Financial Statement of the Company for the year ended March 31,2020.

1. FINANCE:

• Financial statements and Results:

The Companys performance during the year ended March 31,2020 as compared to the previous financial year, is summarized below:

(Rupees in lakhs)

Particulars

Standalone

Consolidated

For the financial year ended March 31, 2020 For the financial year ended March 31, 2019 For the financial year ended March 31, 2020 For the financial year ended March 31, 2019
Revenue from Operation 10699.65 7728.25 10896.88 -
Other Income 41.50 58.36 41.50 -
Total Revenue 10741.15 7786.60 10938.38 -
Less: Expenses 11052.93 7103.73 11231.13 -
Profit/ (Loss) before tax (311.78) 682.87 (292.74) -
Less: 169
Current Tax
Tax adjustment of earlier years (net) 30.75 30.75
Deferred Tax 20.88 (8.83) 20.88 -
Profit/(Loss) after Tax (363.41) 522.70 (344.38) -

• OPERATIONS:

During the year under review, the Company has reported a Net Loss of Rs 363.41 (In Lakhs) as compared to a net Profit of Rs 522.70/- (In Lakhs) in the previous year on Standalone Basis; and the Company has reported a Net Loss of Rs 344.38 (In Lakhs) on Consolidated Basis during the year;

The Company reported Loss before Tax of Rs 311.78 /- (In Lakhs) as against the Profit before Tax of Rs 682.87/- (In Lakhs) in the previous year on Standalone Basis and the Company has reported Loss before tax at Rs 292.74 (In Lakhs) on Consolidated Basis during the year.

The Company continues to be engaged in the activities pertaining to Deputation of Manpower, Operations & Maintenance and Projects Consultancy.

There was no change in nature of the business of the Company, during the year under review.

• DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

• PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All transactions/contracts/arrangements entered into by the Company with related party (ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in ordinary course of business and on an arms length basis. Further, none of these contracts / arrangements / transactions with related parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard. For the purpose of compliance AOC-2 is attached as "Annexure VI"

Further, Related Party Transactions are placed on a quarterly basis before the Audit Committee and before the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature.

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, technology absorption, foreign exchange earnings and outgo etc. are furnished in "Annexure - I " which forms part of this Report.

• TRANSFER TO RESERVES:

During the year under review Company has incurred the Losses and had adjusted the same against the General Reserves.

• PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES

Details of the loans, guarantees and investments covered under Section 186 of the Act, form part of the notes to the standalone Financial statements of the Company

2. DIVIDEND:

Considering the Reserves, and also Losses made for the current year and Cash Flow Position of the Company, Board has decided to not declare Dividend for the Current Financial Year.

3. UNPAID DIVIDEND & IEPF:

The Company is not required to transfer any amount to the Investor Education & Protection Fund (IEPF) and have unclaimed dividend which remains to be transferred to Investor Education & Protection Fund (IEPF).

Financial Year Type of Dividend Rate(%) Date of Declaration Date of Transfer to IEPF Amount Transferred to Unpaid Unclaimed Dividend Account
2017-18 Final Dividend 5 % 21/08/2018 28/08/2025 2,475
2018-19 Final Dividend 5% 14/09/2019 21/09/2026 1,275

4. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The particulars as required under the provisions in respect to the details of subsidiary, associate and joint venture company are furnished in "Annexure - II" which forms part of this Report.

5. 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 31st March, 2020 made under the provisions of Section 92 (3) of the Act is attached as "Annexure - III" which forms part of this Report.

The extract of Annual Return shall also be placed on the website of the Company at: https://www.aniintegratedservices. com/.

6. 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 Companys financial position have occurred between the end of the Financial Year of the Company and date of this report.

7. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to Financial Statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

The internal audit is carried out by a separate firm B. H. Bhatt & Associates, Chartered Accountants Internal Auditor of the Company for the Financial Year 2019-20 under review. The periodical audit reports, including significant audit observations and corrective actions there-on, are presented to the Chairman of the Audit Committee.

8. MATTERS RELATING TO BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY:

• CHANGES IN COMPOSITION OF BOARD OF DIRECTORS:

During the year under review, there was no change in composition of Board of Directors of the Company.

• RETIREMENT BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Navin Korpe, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment. The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from him pursuant to Section 164(2) of the Companies Act, 2013.

• ANNUAL EVAULATION OF BOARD OF DIRECTORS AND ITS COMMITTEES:

Pursuant to the provisions of the Companies Act, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder relationship Committees.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive director. The same was discussed in the Board meeting held on March 05, 2020 at which the performance of the Board, its Committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

• DECLARATION BY INDEPENDENT DIRECTORS:

During the Financial Year under review, declarations were received from all Independent Directors of the Company that they satisfy the "criteria of Independence" as defined under Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of Section 149(6) of the Companies Act, 2013, the Schedules and Rules framed there under.

• CHANGE IN KEY MANAGERIAL PERSONNEL:

During the year under review, there was no change in Key Managerial Personnel of the Company.

9. MATTERS RELATING TO MEETING OF BOARD OF DIRECTORS AND COMMITTEES OF BOARD:

• NUMBER OF BOARD MEETINGS:

The Board of Directors met 5 (Five) times during the Financial Year ended 31st March, 2020 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The Company has complied with the applicable Secretarial Standards in respect of all the above-Board meetings.

Also, the intervening gap between any two Meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

• ATTENDANCE RECORD:

Dates on which the Meetings were held

Attendance of Directors

Mr. Navin Korpe Mr. Akshay Korpe Mr. Kedar Korpe Mrs. Anita Korpe Mr. Chandra shekhar Joshi Mr. Anil Lingayat Mr. Rajendra Gadve
30/05/2019 Present Present Present Present Present Present Absent
06/06/2019 Present Present Present Present Present Absent Absent
09/08/2019 Present Present Present Present Absent Present Absent
11/11/2019 Present Absent Absent Present Absent Present Present
05/03/2020 Present Present Present Present Present Present Present

• AUDIT COMMITTEE:

• PREAMBLE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 ("the Act"). The Composition of the Audit Committee is in conformity with the provisions of the said section. Present

• TERMS OF REFERENCE OF AUDIT COMMITTEE:

The scope and terms of reference of the Audit Committee have been framed in accordance with the Act.

• COMPOSITION OF AUDIT COMMITTEE:

Audit Committee consists of following members:

Name of Members Designation Membership in Committee
Mr. Anil Lingayat Non-Executive Independent Director Chairperson
Mr. Chandrashekhar Joshi Non-Executive Independent Director Member
Mr. Navin Nandkumar Korpe Managing Director Member

There was no change in the composition of the Audit Committee during the financial year 2019-20.

• ATTENDANCE RECORD:

Dates on which the Meetings were held

Attendance of Members

Mr. Anil Lingayat Mr. Chandrashekhar Joshi Mr. Navin Nandkumar Korpe
30/05/2019 Present Present Present
09/08/2019 Present Present Present
11/11/2019 Present Absent Present
0503/2020 Present Present Present

• NOMINATION AND REMUNERATION COMMITTEE:

• PREAMBLE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

• TERMS OF REFERENCE OF NOMINATION & REMUNERATION COMMITTEE:

The scope and terms of reference of the Nomination & Remuneration Committee have been framed in accordance with the Act.

• COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

Nomination & Remuneration Committee consists of following members:

Name of Members Designation Membership in Committee
Mr. Anil Lingayat Non-Executive Independent Director Chairperson
Mr. Chandrashekhar Joshi Non-Executive Independent Director Member
Mrs. Anita Korpe Non-Executive, Non-Independent Director Member

There was no change in the composition of the Nomination & Remuneration Committee during the financial year 2019-20

• ATTENDANCE RECORD:

Dates on which the Meetings were held

Attendance of Members

Mr. Anil Lingayat Mr. Chandrashekhar Joshi Mrs. Anita Korpe
05/03/2020 Present Present Present

• STAKEHOLDERS RELATIONSHIP COMMITTEE:

• PREAMBLE:

Pursuant to Section 178 (5) of the Companies Act, 2013, the Board of Directors of the Company has dissolved the Stakeholders Relationship Committee.

• TERMS OF REFERENCE OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

The scope and terms of reference of the Stakeholders Relationship Committee have been framed in accordance with the Act.

• COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

Before Dissolvement of Stakeholders Relationship Committee consists of following members:

Name of Members Designation Membership in Committee
Ms. Anita Navin Korpe Non - executive Non-Independent Director Chairperson
Mr. Navin Nandkumar Korpe Managing Director Member
Mr. Anil Lingayat Non - executive Independent Director Member

• ATTENDANCE RECORD:

There was no requirement for meeting of members of the Stakeholders Relationship Committee during the Financial Year 2019-20.

• CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

• PREAMBLE:

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee.

• TERMS OF REFERENCE OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The scope and terms of reference of the Corporate Social Responsibility Committee have been framed in accordance with the Act.

• COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Corporate Social Responsibility Committee consists of following members

Name of Members Designation Membership in Committee
Mr. Navin Nandkumar Korpe Managing Director Chairperson
Mr. Kedar Navin Korpe Executive Director and Chief Financial Officer Member
Mr. Anil Lingayat Non-Executive Independent Director Member

There was no change in the composition of the Corporate Social Responsibility Committee during the Financial Year 2019-20.

• ATTENDANCE RECORD:

Dates on which the Meetings were held

Attendance of Members

Mr. Navin Nandkumar Korpe Mr. Kedar Navin Korpe Mr. Anil Lingayat
05/03/2020 Present Present Present

• EXPENDITURE PERTAINING TO CORPORATE SOCIAL REPOSIBILITY FOR THE FINANCIAL YEAR 2019-20:

The meeting of CSR Committee was held on March 05, 2020. It was discussed in the meeting that the Company initiated the CSR activities but could not find possible avenues to make said expenditure during the Financial Year ended on March 31, 2020 as per activities mentioned in Schedule VII of Companies Act, 2013. The company is in search of an organization where it can make donations. Thus, the Company shall initiate the CSR programme in the current Financial Year 2020-21.

10. VIGIL MECHANISM / WHISTLE BLOWER:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Board of Directors.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

11. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/ strategic business plans and in periodic management reviews.

12. AUDITORS:

• APPOINTMENT:

At the 8th Annual General Meeting held on 30th September, 2017, the Members approved appointment of M/s. Shah & Modi, Chartered Accountants (Firm Registration No.112426W) to hold office from the conclusion of the 8th Annual General Meeting until the conclusion of the 13th Annual General Meeting on such remuneration as may be fixed by the Board apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

• AUDITORS REPORT:

The observations / qualifications / disclaimers made by the M/s Shah & Modi, Chartered Accountants in their report for the financial year ended 31st March 2020 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134 (3) of the Companies Act, 2013.

• REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143 (12) of the Act read with Companies (Accounts) Rules, 2014.

• MAINTENANCE OF COST RECORDS:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

• SECRETARIAL AUDIT FOR THE YEAR ENDED MARCH 31, 2020:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. MMJB & Associates LLP, Practicing Company Secretaries had been appointed to issue Secretarial Audit Report for the Financial Year 2019-20.

Secretarial Audit Report issued by M/s. MMJB & Associates LLP, Practicing Company Secretaries in Form MR-3 for the Financial Year 2019-20 forms part to this report as an "Annexure - IV". The said report contains the following observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013 which are prescribed below:

Observations Management Reply
1. As per regulation 30 of SEBI (LODR) Regulations, the Company, on acquisition of shares in its subsidiary company, has not intimated the Stock Exchange (NSE) within 24 hours of acquisition neither has provided any explanation for delay. The Company has inadvertently skipped to intimate the stock exchange within 24 hours of the acquisition of shares in its subsidiary company
2. As per regulation 38 0f SEBI (LODR) Regulations, promoter shareholding in the company exceeded 75 percent for quarter ended September 30, 2019, resulting in non-compliance with the minimum public shareholding requirements specified in Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules, 1957. It was an inadvertent act, as soon as the Company came to know about this non-compliance, the company has rectified it within the prescribed time and accordingly intimated the exchange.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis report is annexed hereto and marked as "Annexure - V".

14. OTHER DICLOSURES:

• DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

• DIRECTORS 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 31,2020, the Board of Directors hereby confirms 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) 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 at March 31, 2020 and of the profit/loss of the Company for that year;

c) proper and sufficient care was taken 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;

d) the annual accounts of the Company have been prepared on a going concern basis;

e) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

• DISCLOSURE UNDER SECTION 43(A)(N) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

• DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

• DISCLOSURE UNDER SECTION 62 (1) (B) OF THE COMPANIES ACT, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62 (1) (b) of the Act read with Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

• DISCLOSURE UNDER SECTION 67 (3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67 (3) of the Act read with Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

• POLICY ON SEXUAL HARASSMENT AT WORKPLACE:

During the Financial Year 2019-20, the Board adopted Sexual Harassment Policy and constituted Internal Complaint Committee for prevention and prohibition of Sexual Harassment of woman at workplace. The Committee noted the fact that the Company has received zero tolerance towards sexual harassment at the workplace during the Financial Year 2019-20.

Further, the Company had also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company has complied with provisions relating to constitution of Internal Complain Committee under Sexual Harassment of woman at workplace (prevention, prohibition and Redressal) Act, 2013.

• MAINTENANCE OF STATUTORY BOOKS AND REGISTERS

The Company pursuant to the special resolution passed by members of the Company in its 9th Annual General Meeting of the Company held on 2nd August, 2018 resolved to keep and maintain Register of Members and Index of Members at the premises of M/s. Bigshare Services Private Limited located at 1st Floor, Bharat Tin Work Building, Opp. Vasant Oasis Makwana Road, Marol Andheri (E), Mumbai - 400059.

15. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as "Annexure- VII"

16. APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

FOR ANI INTEGRATED SERVICES LIMITED

Sd/-
Navin Korpe
Managing Director
DIN-02200928
Add- Flat No.6 Ashirwad,
G. V Scheme Road No.1,
Mulund East Mumbai 400081
Date: September 01, 2020
Place: Thane