1. FINANCIAL RESULTS
The Companys performance during the financial year ended March 31, 2023 as compared to
the previous financial year is summarized as below:
|
|
(In Lac.) |
|
Current Year ended 31/03/2023 |
Previous Year Ended 31/03/2022 |
| Revenue from Operations before tax, interest & depreciation |
112.63 |
49.64 |
| Less: Depreciation |
12.90 |
12.32 |
| Less: Finance Charges |
1.42 |
2.66 |
| Profit/Loss Before Tax |
29.49 |
(5.39) |
| Provision for Tax |
6.61 |
(0.47) |
| Profit After Tax |
22.88 |
(4.91) |
| Profit available for appropriation |
22.88 |
(4.91) |
2. STATE OF COMPANYS AFFAIRS
The Company is engaged in the activities of Lands for Real Estate Development.
On the real estate development front, the Company develops residential, commercial, &
social infrastructure projects. There was no change in the nature of business of the
Company, during the year under review.
During the year under review, your Companys total revenue stood at Rs. 121.39 Lac as
at 31st March, 2023 as compared to Rs. 55.71 Lac as at 31st March,
2022.
At present the Authorized Share Capital of the Company is Rs. 5,00,00,000/- (Rupees
Five Crore only) divided into 50,00,000 Equity Shares of Rs. 10/- each and the Paid-up
Share Capital is Rs. 3,80,00,000/- (Rupees Three Crore Eighty Lacs only), divided into
38,00,000 Equity Shares of Rs. 10/- each.
3. DIVIDEND
Considering the market conditions, Companys performance was good during the year under
review, but the Company wants to invest as much as possible into further growth so your
Directors has recommended not to pay any dividend for the year under review.
4. TRANSFER TO RESERVES
It is not proposed to transfer any amount to reserves out of the profits earned during
financial year ended 2022-23.
5. DEPOSITS
During the year under review, your Company did not accept any deposits in terms of
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit)
Rules, 2014. As on April 1, 2020, no amounts were outstanding which were classified as
‘Deposits under the applicable provisions of Companies Act, 2013 and hence, the
requirement for furnishing of details of deposits which are not in compliance with the Chapter
V of the Companies Act, 2013 is not applicable.
6. SHARE CAPITAL
During the financial year under report, the Company has neither made any issue of
equity shares with differential voting rights, sweat equity shares or under employee stock
options scheme nor it has made any provision of money for purchase of its own shares by
employees or by trustees for the benefit of employees.
7. DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES
As on 31st March, 2023, the Company does not have any subsidiary or joint
venture and associate company.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Director retiring by rotation
Pursuant to Section 152 read with Section 149(13) of the Companies Act, 2013 and in
accordance with the Article of Association of the Company, Mr. Ramesh Chand Agarwal,
Non-Executive Director of the Company retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment. The Board of Directors
recommends his re-appointment.
Independent Director
Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act,
2013, the Company has received individual declarations from all the Independent Directors
confirming that they fulfill the criteria of independence as specified in Section 149(6)
of the Companies Act, 2013.
Woman Director
Pursuant to the provisions of Section 149, subsection (7) of the Companies Act, 2013
and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Mrs. Kusum Singhal holds position of a Non-Executive (Independent)
Woman Director of the Company.
All of the Directors of the Company have confirmed that they are not disqualified under
provisions of Section 164 of the Companies Act, 2013 from being appointed / continue to
hold position of Directors of the Company.
Key Managerial Personnel
Mr. Amit Bose continues to hold the position of as Chief Financial Officer.
Mrs. Ayesha Jain Mahajan was appointed as Company Secretary and Compliance Officer of
the Company in place of Mrs. Kanchan Agarwal with effect from 14th September, 2022. Mrs.
Kanchan Agarwal ceased to be the Company Secretary and Compliance Officer of the Company
with effect from close of business hours on 13th September, 2022.
Remuneration Policy
The Company follows a policy on remuneration of Directors and Senior Management
Employees. The policy has been approved by the Nomination & Remuneration Committee and
the Board of Directors. More details on the same have been given in the Corporate
Governance Report.
9. BOARD AND COMMITTEE MEETING
No. of Board Meetings and dates of Board Meetings
The Board oversees the entire functioning of the Company and is involved in strategic
decision making on a collective basis.
The Company Secretary under the direction of the Chairman and in consultation with
Chief Financial Officer prepares the agenda for the meetings along with the notes thereto
and circulates it to the Directors, along with the notice of the meeting.
Eight Board Meetings were held during the Financial Year 2022-23:
| 13.04.2022 |
23.08.2022 |
| 30.05.2022 |
14.09.2022 |
| 26.07.2022 |
12.11.2022 |
| 08.08.2022 |
13.02.2023 |
The separate meeting of Independent Directors was held on 13th February,
2023.
Composition/Category of Directors/Attendance at Meetings/Directorships and Committee
Memberships in other companies as on March 31, 2023
Your Company has the combination of Executive and Non-Executive Directors in conformity
with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The present strength of the Board of Directors is a mix of six Non-Executive Directors
including a woman director, and one Executive Director. Of the six Non-Executive
Directors, three Directors are Independent Directors. The Chairman of the Board is a Non-
Executive Director.
As per the declarations received by the Company from each of the Directors, none of
them are disqualified under Section 164(2) of the Companies Act, 2013.
The Independent Directors of the Company are in compliance with the provisions of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, disclosures
have been made by the Directors regarding their Chairmanships/ Memberships of the
mandatory Committees of the Board and that the same are within the maximum permissible
limit as stipulated under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The composition of Board of Directors as on March 31, 2023 and other relevant details
are as under:
| Name |
Category |
Attendance |
|
Directorships(A)/Mandatory committee(B) Memberships |
|
|
No. of Board Meetings held during the year(1) |
No. of Board Meetings Attended |
Last AGM Attend ance |
Directorshi p in public companies (C) (D) |
Membership of mandatory committees(C) #@ |
Chairmans hips of mandatory committee s(C) |
| Mr. Ashok Kumar Mittal (Chairman) |
Non-Executive Director (Promoter) |
8 |
8 |
Yes |
1 |
1 |
- |
| Mr. Anil Kumar Agarwal (Whole Time Director) |
Executive Director |
8 |
8 |
Yes |
1 |
1 |
- |
| Mr. Rakesh Kumar Mittal |
Non-Executive Director |
8 |
8 |
Yes |
1 |
2 |
- |
| Mr. Ramesh Chand Agarwal |
Non Executive, Independent Director (Promoter) |
8 |
8 |
Yes |
1 |
0 |
- |
| Mr. Rhythm Garg |
Non Executive, Independent Director |
8 |
8 |
Yes |
1 |
3 |
3 |
| Mrs. Kusum Singhal |
Non Executive, Independent Director |
8 |
8 |
Yes |
1 |
2 |
- |
| Mr. Vivek Agarwal |
Non Executive, Independent Director |
8 |
7 |
Yes |
1 |
3 |
1 |
(1) Excluding the separate meeting of independent directors, in which non
independent directors were not eligible to participate.
(A) None of the Directors holds directorship in more than 10 Public Limited
Companies.
(B) No Director holds membership of more than 10 committees of Board nor is any
Director is the Chairman of more than 5 Committees of Board. (C) Including Anna
Infrastructures Limited.
(D) Private company which is a subsidiary of public company is considered as a
public company. # excluding private limited Company, foreign Company and Section 8
Company.
@ Includes Audit Committee, Nomination and Remuneration Committee
&Shareholders/ Investors Grievance Committee.
Also, a separate meeting of Independent Directors was held on 13th February,
2023, which was attended by the following Independent Directors:
1. Mr. Rhythm Garg
2. Mr. Vivek Agarwal
3. Mrs. Kusum Singhal
Except for Mr. Anil Kumar Agarwal, Mr. Ramesh Chand Agarwal, Mr. Ashok Kumar Mittal and
Mr. Rakesh Kumar Mittal, no other Directors are related to each other in terms of the
definition of ‘relative given under Companies Act, 2013. Mr. Anil Kumar Agarwal and
Mr. Ramesh Chand Agarwal are brothers and Mr. Ashok Kumar Mittal and Mr. Rakesh Kumar
Mittal are brothers. None of the Independent Directors has any pecuniary relationship,
transaction or association with the Company, save and except professional services
rendered by certain firms in which Independent Directors are partners, on an arms length
basis.
Number of Committees Meeting
Audit Committee
The composition of the Audit Committee as on March 31, 2023 is as under:
| NAME |
CATEGORY |
DESIGNATION |
| Mr. Rhythm Garg |
Chairman |
Independent Director |
| Mr. Rakesh Kumar Mittal |
Member |
Non-Executive Director |
| Mr. Vivek Agarwal |
Member |
Independent Director |
The Chief Financial Officer, Internal Auditor and the Statutory Auditors are invitees
to the relevant meetings of the Audit Committee in respect of businesses related to them.
The Company Secretary acts as Secretary to the Audit Committee.
Meetings and attendance
During the financial year 2022-23, the Committee met four times i.e. on 30th
May, 2022, 8thAugust, 2022, 12th November, 2022, and 13th February,
2023. The gap between any two meetings did not exceed 120 days.
The attendance of members of Audit Committee at the committee meetings during the year
ended March 31, 2023 is as under:
| NAME OF MEMBER |
Number of Meeting |
|
Held |
Attended |
| Mr. Rhythm Garg |
4 |
4 |
| Mr. Rakesh Kumar Mittal |
4 |
4 |
| Mr. Vivek Agarwal |
4 |
4 |
The Chairman of the Committee was present at the Annual General Meeting held on 22nd
August, 2022.
The terms of reference and powers of the Audit Committee are in accordance with the
requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Section 177 of the Companies Act, 2013 and includes overseeing the Companys
financial reporting process, reviewing the quarterly / half yearly / annual financial
statements/ results and, reviewing with the management the adequacy of the internal audit
function, recommending the appointment/ reappointment of statutory auditor, cost auditor
and internal auditor and recommending/ fixation of audit fees, reviewing the significant
internal audit findings, related party transactions, reviewing the Management Discussions
and Analysis of financial condition and results of operations, scrutiny of inter-corporate
loans and investments.
Nomination and Remuneration Committee
The composition of the Nomination and Remuneration Committee as on March 31, 2023 is as
under:
| NAME |
CATEGORY |
DESIGNATION |
| Mrs. Kusum Singhal |
Member |
Independent Director |
| Mr. Rakesh Kumar Mittal |
Member |
Non-Executive Director |
| Mr. Vivek Agarwal |
Chairman |
Independent Director |
Meetings and attendance
During the financial year 2022-23, the Nomination and Remuneration Committee met 3
times i.e. on 30th May, 2022, 14th September, 2022 and 13th
February, 2023.
The attendance of members of Nomination and Remuneration Committee at the committee
meetings during the year ended March 31, 2023 is as under:
| NAME OF MEMBER |
Number of Meeting |
|
Held |
Attended |
| Mrs. Kusum Singhal |
3 |
3 |
| Mr. Rakesh Kumar Mittal |
3 |
3 |
| Mr. Vivek Agarwal |
3 |
3 |
The Chairman of the Committee was present at the Annual General Meeting held on 22nd
August, 2022.
The terms of reference and power of the Nomination, Remuneration, Compensation and
Management Development Committee is in accordance with the requirements of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 the
Companies Act, 2013.
The role of the Committee, inter alia, is to approve/recommend the remuneration/
packages of the Executive and Non-Executive Directors and of Senior Management Personnel
and to lay down the criteria for performance evaluation of Board of Directors as a whole,
individual director and the committees of the Board. Under the said performance evaluation
framework, the Committee has identified the criteria upon which every Director shall be
evaluated. The Policy also provides the manner in which the Directors, as a collective
unit in the form of Board Committees and the Board function and perform.
Performance evaluation criteria for Independent Directors
The performance evaluation of the Independent Directors of the Company is made on the
basis of their presence in the Board and Committee meetings, their approach of
implementation of activities of Independent Directors Familiarization
Programmes, their suggestions and advices for the betterment of business of the
Company, taking active part in the formulation of future plans of the Company and
performing the duties as entrusted by the provisions of the law and from the Board of
Directors, from time to time etc.
Remuneration of the Directors
Pecuniary relationship or transactions of the Non-Executive Directors vis-?-vis
Company
During the financial year under report, the Company has compensated the Non-Executive
Independent Directors by way of paying them sitting fees for attending the Board and
Committee Meetings. Apart from above, no transaction for payment of any sum has been made
with Non-Executive Directors vis-?-vis your Company.
Criteria for making payments to the Non-Executive Directors
The criteria of making payments to the Non-Executive Directors is enumerated in the
Nomination and Remuneration Policy adopted by the Board and uploaded on the website of the
Company at the web link given belowwww.annainfrastructures.com
Directors Remuneration
The details of the remuneration/ compensation of the Executive and Non-Executive
Directors for the year ended March 31, 2023 is as follows:
|
|
|
|
(In Rs.) |
| Name |
Salary |
Allowance |
Sitting Fees |
Commission |
| Executive Director |
|
|
|
|
| Mr. Anil Kumar Agarwal |
8,40,000 |
- |
- |
- |
| Non-Executive Director |
|
|
|
|
| Mr. Ramesh Chand Agarwal |
- |
- |
4000 |
- |
| Mr. Vivek Agarwal |
- |
- |
7500 |
- |
| Mr. Rhythm Garg |
- |
- |
8000 |
- |
| Mrs. Kusum Singhal |
- |
- |
6000 |
- |
| Mr. Rakesh Kumar Mittal |
- |
- |
7500 |
- |
| Mr. Ashok Kumar Mittal |
- |
- |
5500 |
- |
? The Company does not have a scheme for stock options either for the Directors or the
employees. ? The aforesaid sitting fees are within the limits prescribed under the
Companies Act, 2013.
Stakeholders Relationship Committee
The composition of this Stakeholders Relationship Committee as on March 31, 2023 is as
under:
| NAME |
CATEGORY |
DESIGNATION |
| Mr. Rhythm Garg |
Chairman |
Independent Director |
| Mr. Ashok Kumar Mittal |
Member |
Non - Executive Director |
| Mr. Anil Kumar Agarwal |
Member |
Whole Time Director |
The Company Secretary is the Compliance Officer under the Listing Regulations.
Meetings and attendance
During the financial year 2022-23, the Stakeholders Relationship Committee met three
times i.e. 30th May, 2022, 08th August, 2022 and 13th February,
2023.
The attendance of members of Stakeholders Relationship Committee at the committee
meetings during the year ended March
31, 2023 is as under:
| NAME OF MEMBER |
Number of Meeting |
|
Held |
Attended |
| Mr. Rhythm Garg |
3 |
3 |
| Mr. Ashok Kumar Mittal |
3 |
3 |
| Mr. Anil Kumar Agarwal |
3 |
3 |
The Committee has been constituted to specifically look into the matter of the
Redressal of stakeholders, security holders and investors complaints and grievances,
including but not limited, those relating to transfer/transmission of shares, non-receipt
of dividends, non-receipt of Annual Report and any other grievance that a shareholder or
investor may have against the Company.
10. CORPORATE SOCIAL RESPONSIBILITY
During the financial year under report, your Company has not met the criteria laid down
under the provisions of Section 135(1) of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014 and accordingly the provisions
including but not limited up to constitution of Corporate Social Responsibility Committee
and formulation / implementation of a policy on Corporate Social Responsibility are not
applicable to the Company.
11. PERFORMANCE EVALUATION OF THE BOARD
In accordance with the provisions of Regulation 17(10) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and Schedule IV of the Companies Act, 2013,
evaluation of performance of Independent Directors by the Non Independent Directors and
review of performance of Non Independent Directors and the Board as a whole by the
Independent Directors was made during the financial year under report. The Directors were
satisfied with the evaluation results, which reflected the overall engagement of the Board
and its Committees with the Company.
This may be considered as a statement under provisions of Section 134(3)(p) of the
Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014. More details on
the evaluation mechanism are given in the Corporate Governance Report.
12. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES
The Company has established a vigil mechanism, through a Whistle Blower Policy, where
Directors and employees can voice their genuine concerns or grievances about any unethical
or unacceptable business practice. A whistle-blowing mechanism not only helps the Company
in detection of fraud, but is also used as a corporate governance tool leading to
prevention and deterrence of misconduct.
It provides direct access to the employees of the Company to approach the Compliance
Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that
genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment
or victimization. The Whistle Blower Policy is disclosed on the website of the Company at
www.annainfrastructures.com.
13. RISK MANAGEMENT POLICY
The Company has developed and implemented a Risk Management Policy to meet the risks
associated with the business of the Company. Business risk evaluation and management is an
ongoing process within the Company. The assessment is periodically examined by the Risk
Management Audit Committee of the Board.
14. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186
The details of loans given, investments made, guarantees given and securities provided
under Section 186 of The Companies Act, 2013 are not applicable in the company for the
financial year 2022-23.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All related party transactions that were entered during the financial year under report
were in the ordinary course of business of the Company and were on arms length basis.
There were no materially significant related party transactions entered by the Company
with its Promoters, Directors, Key Managerial Personnel or other persons, which may have a
potential conflict with the interest of the Company.
Since no material related party transactions were entered by the Company and all the
transactions entered into by the Company with its related parties were in the ordinary
course of business and on an arms length basis, disclosure in the Form AOC-2 is not
required to be given.
16. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls related to financial
statement. During the year, such controls were tested and no reportable material
weaknesses were observed by Internal Auditors of the Company for inefficiency or
inadequacy of such controls. Some of the controls are outlined below:
? The Company has adopted accounting policies, which are in line with the Accounting
Standards and other applicable provisions of the Companies Act, 2013; ? Changes in
polices, if any, are approved by the Audit Committee in consultation with the Auditors; ?
In preparing the financial statement, judgment and estimates have been made based on sound
policies. The basis of such judgments and estimates are approved by the Auditors and the
Audit Committee.
17. 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 March 31, 2023 made under the provisions of
Section 92(3) of the Act is attached as Annexure II which forms part of this
Report.
18. PARTICULARS OF EMPLOYEES AND REMUNERATION
Your Directors appreciate the significant contribution made by the employees to the
operations of your Company during the period.
The information required on particulars of employees as per Section 197(12) of the
Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is given in a separate Annexure III to this
Directors Report.
As per the provisions contained in the proviso to Section 136(1) of the Companies Act,
2013, the aforesaid particulars are not being sent as a part of this Annual Report. Any
Member interested in obtaining a copy of the same may write to the Company Secretary at
the registered office of the Company.
19. AUDITORS
The matters related to Auditors & their Reports are as under:
Statutory Auditors
In terms of Section 139 of the Companies Act, 2013, M/s Manish Bansal & Co.,
Chartered Accountants have been appointed as Statutory Auditor of the Company in the 30th
Annual General Meeting held on August 22, 2022 for 5 years and same was confirmed by the
Shareholders at 30th Annual general Meeting pursuant to Section 40 of the
Companies (Amendment) Act, 2017 as notified by Ministry of Corporate Affairs vide its
notification dated May 7, 2018.
Secretarial Auditors
As required under provisions of Section 204 of the Companies Act, 2013 and Rules framed
thereunder, the Board has appointed the existing Secretarial Auditors of the Company, M/s
Satyendra Sharma & Associates, Practicing Company Secretaries, for conducting the
Secretarial Audit for the FY 2022-2023.
The Report in respect of the Secretarial Audit carried out by M/s Satyendra Sharma
& Associates, Practicing Company Secretaries, in Form MR-3 for the Financial Year
2022-23 forms part of this report as Annexure IV. The said report does not contain
any adverse observation or qualification or modified opinion requiring explanation or
comments from the Board under Section 134 (3) of the Companies Act, 2013.
Internal Auditors
In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules
framed thereunder, your Company has appointed Mr. Atul Kakkar, Chartered Accountant,
Proprietor, as the Internal Auditors of the Company and takes his suggestions and
recommendations to improve and strengthen the internal control systems. His scope of work
includes review of operational efficiency, effectiveness of systems & processes,
compliances and assessing the internal control strengths in all areas.
The Audit Committee reviews adequacy and effectiveness of the Companys internal
control environment and monitors the implementation of audit recommendations including
those relating to strengthening of the Companys risk management policies and systems.
20. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments, affecting the financial position of the
Company which has been occurred between the end of the financial year i.e. March 31, 2023
and the date of signing of the Directors Report i.e. July26, 2023.
21. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has
been notified on 9th December, 2013. Under the said Act every company is required to set
up an Internal Complaints Committee to look into complaints relating to sexual harassment
at work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplace
and has set up Committee for implementation of said policy. During the year Company has
not received any complaint of harassment.
22. LISTING
Presently, the equity share capital of your Company is listed at the Bombay Stock
Exchange Limited (Scrip Code: 530799).
The Companys equity shares are available for trading in demat form by all the
investors on BSE which is having trading terminals in various cities affording to the
investors convenient access to trade and deal in the Companys equity shares across the
country.
The Company is regular in complying with the requirements of the Listing Agreement /
Regulations and has duly paid the requisite Listing Fees to the Bombay Stock Exchange
Limited.
23. CODE OF CONDUCT
The Board has laid down a Code of Conduct ("Code") for Board Members,
Managerial Personnel and for Senior Management Employees of the Company. This Code has
been posted on the Companys website at www.annainfrastructures.com . All the Board
Members and Senior Management Personnel have affirmed compliance with this Code. A
declaration by the Managing Director to this effect forms part of the Corporate Governance
Report.
The Board has also laid down a Code of Conduct for Independent Directors pursuant to
Section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for
appointment of Independent Directors, which is a guide to professional conduct for
Independent Directors and has been uploaded on the website of the Company at following web
linkwww.annainfrastructures.com.
24. CORPORATE GOVERNANCE
Pursuant to regulation 15(2) of Securities Exchange Board of India (Listing Obligations
& Disclosure Requirements) Regulations, 2015 provisions of regulation 27 i.e.
Corporate Governance and para C, D & E of Schedule V of SEBI (LODR) Regulations, 2015
are not applicable to the Company.
25. MANAGEMENT AND DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis report has been separately furnished in the
Annual Report and forms a part of the Annual Report.
26. PARTICUALS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
The disclosures required to be made 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 and foreign exchange earnings and outgo are
not applicable to the Company as the Company being Infrastructure Company, neither
involved in any manufacturing processing, nor any of its transactions involves foreign
exchange earnings and outgo.
27. PREVENTION OF INSIDER TRADING
In compliance with the provisions of the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated
and adopted the revised Code of Conduct to regulate, monitor and report trading by
designated persons in Listed or Proposed to be Listed Securities of the Company (the
Insider Trading Code). The object of the Insider Trading Code is to set framework, rules
and procedures, which all concerned should follow, both in letter and spirit, while
trading. The Company has also adopted the Code of Practice and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information (the Code) in line with the SEBI
(Prohibition of Insider Trading) Amendment Regulations, 2018 and formulated a Policy for
determination of ‘legitimate purposes as a part of the Code. The Code also includes
policy and procedures for inquiry in case of leakage of Unpublished Price Sensitive
Information (UPSI) and aims at preventing misuse of UPSI.
The policy and the procedures are periodically reviewed and trading window closure is
intimated to all concerned and to the Stock Exchanges in advance. A digital platform is
being maintained by the Company, which contains the names and other prescribed particulars
of the persons covered under the Insider Trading Code.
28. DETAIL OF APPLICATION MADE OR PROCEEDING PENDING UNDER IBC-2016
During the year under review, there was no application made or proceeding pending in
the name of the Company under IBC-2016.
29. DETAIL OF DIFFERENCES BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTION
During the year under review, there has been no One Time Settlement of loan taken from
Banks and FIs.
30. DISCLOSURE OF AGREEMENT
There are no agreements which are required to be reported in accordance with clause 5A
of paragraph A of Part A of Schedule III of the SEBI regulations.
31. 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, 2023, the Board of
Directors hereby confirms that:
1. In the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures;
2. The Directors had selected 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
on March 31, 2023 and of the profits of the Company for the year ended on that date;
3. The Directors had taken proper and sufficient care was taken for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
4. The Directors has prepared annual accounts of the Company have been prepared on
a going concern basis;
5. The Directors had laid down internal financial controls have been laid down to
be followed by the Company and that such internal financial controls are adequate and were
operating effectively;
6. The Directors had devised proper systems have been devised to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to express their deep and sincere gratitude to the
Clients, Customers and Shareholders of the Company for their trust and patronage, as well
as to the various Bankers, Reserve Bank of India, Securities and Exchange Board of India,
Bombay Stock Exchange, Government of India and other Regulatory Authorities for their
continued co-operation, support and guidance.
|
By Order of the Board of Directors |
|
For Anna Infrastructures Limited |
| Agra, August 14, 2023 |
|
|
(Ashok Kumar Mittal) |
|
Chairman |
|
DIN: 00320504 |
| Registered Office: |
|
| Shop. No. 1 & 3, E-14/6, First Floor, Shanta Tower, Sanjay Place, |
|
| Agra-282002 |
|
| CIN: L65910UP1993PLC070612 |
|
| Telephone: + 0562-4060806 |
|
| Email ID : annainfra@gmail.com |
|
| Website : www.annainfrastructures.com |
|
+91-9892691696
