Anka India Ltd Directors Report.
To the Members,
ANKA INDIA LIMITED
Your Directors have pleasure in presenting this 25th Annual Report together with Audited Accounts of the Company for the Financial Year ended 31st March, 2019.
1. FINANCIAL RESULTS
The financial results for the year ended 31st March, 2019 and for the previous year ended 31st March, 2019 are as follows:
|[Amount in Rs Lakhs]|
|Particulars||Year Ended 31.03.2019||Year Ended 31.03.2018|
|Income from Operation||10.00||-|
|Profit/Loss before Finance Cost, Depreciation and Taxes||(7.39)||(16.91)|
|Profit before Tax||(7.45)||(16.96)|
|Provision for Taxation||-||-|
|Deferred Tax (Assets)/Liability||-||-|
|Short/ (Excess) Provision of earlier year||-||-|
|Profit for the Year||(7.45)||(16.96)|
|Earnings per Share||(0.19)||(0.61)|
As the Company has incurred losses your Directors do not propose any Dividend for the financial year ended March, 2019.
3. TRANSFER TO RESERVES
In view of the losses the Board does not propose to transfer any amount to the reserves.
4. STATE OF COMPANYS AFFAIR AND FUTURE OUTLOOK
The financial year 2018-19 has been a successful year for the Company. As the Company has earned a revenue from operations of Rs 10.00 and also the loses of the Company has decreased to Rs (7.46)in comparison to Rs (16.96) in the last financial year.
The board of the Directors are putting their best efforts and they believe the business of the Company will achieve new heights in the ensuing year and 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.
5. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company during the period under review.
6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There has been no material change and commitments occurred, between the end of the financial year of the Company i.e. 31st March, 2019 and the date of this report affecting the financial position of the Company.
7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT
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.
8. INTERNAL FINANCIAL CONTROL
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
9. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES, PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
During the period under review no company have become or ceased to be its Subsidiaries, joint ventures or associate companies.
The Company does not have any Subsidiary, Joint venture Company or Associate Companies hence there is no comments is required on their performance.
During the year under review, your Company did not accept any Deposits from the Public covered under Chapter V of the Companies Act, 2013.
The Company at its 23rd Annual General Meeting has appointed M/s AMSKY & Co, Chartered Accountant, Rewari, Haryana (FRN: - 008458N), as the statutory Auditors of the Company to hold office for 5 (Five) years from the conclusion of 23rd Annual General Meeting of the Company till the conclusion of the 28th Annual General Meeting 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 25/08/2019 has re-appointed M/s Gaurav Gupta & Associates Cost Accountants, Delhi as Internal Auditors of the Company, pursuant to the provisions of Section 138 of the Companies Act, 2013 for the Financial Year 2019-2020.
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 Arjun Kumar Tyagi, Company Secretary, as Secretarial Auditor to conduct Secretarial Audit of the Company for Financial Year 2018-19 and their report is annexed to this Board report [Annexure A].
12. AUDITORS REPORT
| STATUTORY AUDIT REPORT|
|AUDITORS REMARKS||DIRECTORS REPLY|
|1 Basis of Qualified Opinion|
|Attention is drawn to Note 6 to the financial statement, "Other noncurrent assets-MAT Credit Entitlement" that the Company continue to recognise minimum alternatives tax paid in previous years amounting to Rs 25,20,258 as asset and expects the same to be adjusted against future tax payment. In our view considering the past history of losses, which is resulting into negative net worth of the Company and overall financial position of the Company, it is not prudent on part the company to recognise the same as assets, and the same is not in consonance with provisions of "Guidance Note on accounting for credit available in respect of Minimum Alternative Tax under the Income Tax Act, 1961".||The Company is confident of starting a new venture within this current financial year and hopes to adjust the same against future tax liabilities.|
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.
SECRETARIAL AUDITOR REPROT
There has been no observation and any adverse remark has been given by the secretarial auditor on its report.
13. SHARE CAPITAL
During the period under review the Company has allotted 32,70,333 equity shares of Rs 10/- each pursuant to conversion of warrants and accordingly the share capital of the Company increased to Rs 6,27,37,820 (Rupees Six Crore Thirty Twenty Seven Lakhs Thirty Seven Thousand Eight Hundred Twenty).
As on 31st March, 2019 none of the Directors of the Company except the following held shares of the Company:
Mr. Rakesh Kumar Trikha, Director 8,55,641 Equity Shares and Mrs. Sulakshana Trikha, whole Time Director 15,14,565 Equity Shares.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
All the equity shares of the Company are having pari passu rights and the Company has not issued any equity shares with differential rights.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES
The Company has not issued any sweat equity during the year.
14. EXTRACT OF ANNUAL RETURN
The details forming part of the Extract of Annual Return in annexed as per Annexure B
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
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.
16. CORPORATE SOCIAL RESPONSIBILITY
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.
CHANGES IN DIRECTORS
During the period under review there are no changes in the Directorship of the Company.
In terms of Section 152 of the Companies Act, 2013 Mrs. Sulakashana Trikha is liable to retire by rotation and being eligible for reappointment.
Board of Directors recommends the reappointment of Mr. Sulakashana Trikha to be confirmed in the upcoming Annual General Meeting. Brief resumes of the directors being appointed / re-appointed form part of the Notice of the ensuing AGM.
CHANGES IN KEY MANAGERIAL PERSON
During the period under review Mrs. Antima Gupta has resigned from the post of Company Secretary w.e.f. 31/05/2018 and Ms. Prachi Kadakia has appointed as the Company Secretary of the Company w.e.f. 12/06/2018.
Ms. Prachi Kadakia has now resigned from the post of Company Secretary w.e.f. 06/06/2019.
DECLARATION BY AN INDEPENDENT DIRECTOR(S)
The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013.
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 2018-19 there were 14 (Fourteen) Board Meetings, 4 (Four) 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:-
|S. No||Date of Meeting||Board Meeting||Audit Committee Meeting||Stakeholder Relationship Committee||Nomination and Remuneration Committee Meeting||Independent Director Meeting|
19. AUDIT COMMITTEE
In terms of section 177 of the Companies Act, 2013 the Composition of the Audit committee is Ms. Niti Sethi is the Chairman and Mr. Rakesh Kumar Trikha and Ms. Asha Kishinchand are the Members.
During the period under review the board has accepted all the recommendation of the Audit committee.
20. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
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.
21. REMUNERATION POLICY
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.
22. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENT
The Company has not given any Loan, given any guarantee or provided security in connection with a Loan to any other body corporate or person and has not acquired by way of subscription, purchase or otherwise, the securities of any other body corporate under Section 186 of the Act.
23. RELATED PARTY TRANSACTIONS
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, 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.
24. CORPORATE GOVERNANCE
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 31.03.2019 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.
25. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION
Sine 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.
26. RISK MANAGEMENT POLICY
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.
28. DISCLOSURES UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
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]
29. COST RECORDS
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,
30. SECRETARIAL STANDARDS
The Company has duly complied with the secretarial standards as prescribed by the ICSI.
31. DIRECTORS RESPONSIBILITY STATEMENT
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 31st 2019, 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 31st, 2019 and of the profit 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.
FOR AND ON BEHALF OF THE BOARD
|Dated: 26/08/2019||SULAKASHANA TRIKHA||RAKESH KUMAR TRIKHA|
|WOLETIME DIRECTOR||CHAIRMAN & DIRECTOR|
|DIN 02924761||DIN: 02585330|