ANI Integrated Services Ltd Directors Report.

To

The Members,

ANI Integrated Services Limited

Your Directors hereby take the pleasure of presenting the 10th Annual Report of your Company together with the Audited Financial Statement of the Company for the year ended 31st March, 2019.

1. FINANCE:

Financial statements and Results:

The Companys performance during the year ended 31st March, 2019 as compared to the previous financial year, is summarized below:

Particulars For the financial year ended 31st March,2019 For the financial year ended 31st March, 2018
Revenue from Operation 7728.25 5472.79
Other Income 58.36 18.38
Total Revenue 7786.60 5491.17
Less: Expenses 7103.73 4723.31
Profit/ (Loss) before tax 682.87 767.85
Less:
1. Current Tax 169 203
2. Tax adjustment of earlier years (net) - -
3. Deferred Tax (8.83) (14.28)
Profit after Tax 522.70 579.14

OPERATIONS:

During the year under review, the Company has reported a Profit of Rs. 522.70/- (In Lakhs) as compared to a profit of Rs. 579.14/- (In Lakhs)

The Company reported Profit before Tax at Rs. 682.87/- (In Lakhs) as against Rs. 767.85/- (In Lakhs) in the previous 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.

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:

The Company has not transferred any amount to General Reserve, However, the entire profit amount has retained by the Company in their Profit and Loss Account of the Company.

PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES

The Company has not made any loans, guarantees, investments or securities covered under provision of Section 186 of Companies Act, 2013.

2. DIVIDEND:

Considering the Reserves, Profits made for the current year and Cash Flow Position of the Company, Board has recommended a final dividend at the rate of 5% i.e. Rs. 0.5/- per share on One Equity Shares of Rs. 10/- each to the Equity Shareholders of the Company which shall be paid subject to the approval of shareholders of the Company in 10th Annual General Meeting of the Company.

3. UNP AID DIVIDEND & IEPF:

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

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

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

5. EXTRACT OF ANNUAL RETURN:

Pur suant 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, 2019 made under the provisions of Section 92 (3) of the Act is attached as "Annexure - II" which forms part of this Report.

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

6. DISCL OSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT,2013:

Ex cept 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. DISCL OSURE 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 2018-19 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. MA TTERS 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:

Pur suant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Anita Korpe (DIN: 00653844), is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. 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. Necessary resolution for reappointment of Mrs. Anita Korpe is given in Notice of 10th Annual General Meeting of the Company.

ANNUAL EVAULATION OF BOARD OF DIRECTORS AND ITS COMMITTEES:

Pur suant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 9th August, 2019 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:

1. Mr . Harshad Babade tendered his resignation from the post of Company Secretary and Compliance officer of the company w.e.f. 04th April, 2018.

2. Mr . Umair Shafique Ahmad Momin was appointed as Company Secretary and Compliance officer of the company w.e.f 24th May, 2018.

9. MA TTERS RELATING TO MEETING OF BOARD OF DIRECTORS AND COMMITTEES OF BOARD:

NUMBER OF BOARD MEETINGS:

The Board of Directors met 5 (Five) times viz. 24th May, 2018, 01st July, 2018, 21st August, 2018, 10th November, 2018 and 20th February, 2019 during the Financial Year ended 31st March, 2019 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.

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.

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 2018-19.

ATTENDANCE RECORD:

Dates on which the Attendance of Members
Meetings were held Mr. Anil Lingayat Mr. Chandrashekhar Joshi Mr. Navin Nandkumar Korpe
24.05.2018 Present Present Present
01.07.2018 Present Present Present
10.11.2018 Present Present Present
20.02.2019 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 sc ope 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

Ther e was no change in the composition of the Nomination & Remuneration Committee during the financial 2018-19.

ATTENDANCE RECORD:

Dates on which the Attendance of Members
Meetings were held Mr. Anil Lingayat Mr. Chandrashekhar Joshi Mrs. Anita Korpe
24.05.2018 Present Present Present

STAKEHOLDERS RELATIONSHIP COMMITTEE:

PREAMBLE:

Pur suant to Section 178 (5) of the Companies Act, 2013, the Board of Directors of the Company has constituted 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:

Stak eholders 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

Ther e was no change in the composition of the Stakeholders Relationship Committee during the Financial Year 2018-19.

ATTENDANCE RECORD:

Dates on which the Attendance of Members
Meetings were held Mr. Anil Lingayat Mr. Navin Nandkumar Korpe Mrs. Anita Korpe
20.02.2019 Present Present Present

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

Ther e was no change in the composition of the Corporate Social Responsibility Committee during the Financial Year 2018-19.

ATTENDANCE RECORD:

Dates on which the Attendance of Members
Meetings were held Mr. Navin Nandkumar Korpe Mr. Kedar Navin Korpe Mr. Anil Lingayat
20.02.2019 Present Present Present

EXPENDITURE PERTAINING TO CORPORATE SOCIAL REPOSIBILITY FOR THE FINANCIAL YEAR 2018-19:

The meeting of CSR Committee was held on 4th March, 2019. 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 31st March, 2019 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 2019-2020.

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.

On May 7, 2018, Section 40 of the Companies Amendment Act, 2017 (amending Section 139 of the Companies 2013) has been notified whereby ratification of Statutory Auditors appointment is not required at every Annual General Meeting.

A UDITORS REPORT:

The observations / qualifications / disclaimers made by the M/s Shah & Modi, Chartered Accountants in their report for the financial year ended 31st March 2019 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.

REPOR TING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):

Ther e 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:

Pur suant 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.

SE CRETARIAL AUDIT FOR THE YEAR ENDED 31ST MARCH 2019:

Pr ovisions 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. MMJC & Associates LLP, Practising Company Secretaries had been appointed to issue Secretarial Audit Report for the Financial Year 2018-19.

Secr etarial Audit Report issued by M/s. MMJC & Associates LLP, Practising Company Secretaries in Form MR-3 for the Financial Year 2018-19 forms part to this report as an "Annexure – III". 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:

Sr. No Particulars of Observation Management Reply
1. The Company has opened dividend account for payment of final dividend declared at the Annual General Meeting held on 21st August, 2018 in delay The Company had paid dividend within stipulated period of time. Hence in all respect in material compliance of Specified Provision.
2. The Company does not have a functional website as per Regulation 46 (1) of Listing Regulations On the account of various technological constraints, the Company is in process to revamp its website altogether for better disclosure.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pur suant 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 - IV".

14. O THER DICLOSURES:

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No or ders 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 t erms of Section 134 (5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2019, 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 31st March, 2019 and of the profit/loss of the Company for that year;

c) pr oper 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) pr oper 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)(II) 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 2018-19, the Board adopted Sexual Harassment Policy and constituted Internal Complaint Committee for prevention and prohibition of Sexual Harassment of woman at workplace in its meeting held on February 20, 2019.

The Committee noted the fact that the Company has received zero tolerance towards sexual harassment at the workplace during the Financial Year 2018-19.

F urther, 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. DISCL OSURE 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- V"

16. APPRECIATION:

Y our 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
Chairman & Managing Director
DIN : 02200928
Place : Thane
Date : 9th August, 2019