To,
The Members,
ANAND PROJECTS LIMITED
The Board of Directors have pleasure in presenting their 8 8th Annual Report
together with Audited Statement of Accounts for the year ended March 31st,
2023.
FINANCIAL RESULTS
The summarised financial results of the Company for the year ended March 31, 2023 are
presented below:
Amount in Rs Lakh
Particulars |
Standalone |
Consolidated |
|
Current Year 2022-23 |
Previous Year 2021-22 |
Current Year 2022-23 |
Previous Year 2021-22 |
Total Income |
91.98 |
526.49 |
91.98 |
526.49 |
Total Expenses |
1400.12 |
6540.57 |
1400.12 |
6539.58 |
Profit before tax and share of profit/ (loss) of associate |
(1308.14) |
(6014.08) |
(1308.14) |
(6013.09) |
Share of profit/ (loss) of |
- |
- |
- |
- |
Profit/ (loss) before tax |
(1308.14) |
(6014.08) |
(1308.14) |
(6013.09) |
Tax Expenses: |
|
|
|
|
For the current year |
- |
- |
- |
- |
For the prior years |
(2.08) |
0.05 |
(2.08) |
0.05 |
Deferred Tax |
(1715.73) |
7.59 |
(1715.73) |
7.59 |
Total Tax Expenses |
(1717.81) |
7.64 |
(1717.81) |
7.64 |
Profit/ (loss) after Tax |
409.67 |
(6021.72) |
409.67 |
(6020.73) |
Other Comprehensive income for the year, net of tax |
(2.39) |
1.68 |
(2.39) |
1.68 |
Total Comprehensive Income |
407.28 |
(6020.04) |
407.28 |
(6019.05) |
Balance brought forward |
3427.45 |
9447.49 |
3427.45 |
9446.50 |
Appropriations |
|
|
|
|
Transfer to General Reserve |
|
|
|
|
Balance carried to Balance Sheet |
3834.73 |
3427.45 |
3834.73 |
3427.45 |
FINANCIAL PERFORMANCE.
The total income of the company for the year under review is Rs 91.98 Lakh as compared
to Rs 526.49 Lakh recorded in the previous year. Net profit after tax stood at Rs 409.67
Lakh as compared to net loss of Rs 6,021.72 lakh in the previous year.
AMOUNT THE COMPANY PROPOSES TO CARRY TO ANY RESERVES
The Company proposes to transfer the following amounts to reserves:
Name of Reserve |
Amount Transferred |
Nil |
NA |
FUTURE OUTLOOK
Due to the COVID-19 pandemic globally, the economy of every Country has drastically
decreasing in the history. Survival in the business is challenging task for everyone.
However, you Company is highly optimistic to improve its order book substantially, by
procuring further Contracts and Orders, in the forthcoming years, as your Company has
implemented 1980 MW Super Critical Thermal Power Project at Lalitpur, Distt.-Jhansi, in
the State of Uttar Pradesh and received encouraging response and is successfully executing
Engineering, Procurement and Construction (EPC) services in power sector at Distt. -
Lalitpur (Uttar Pradesh).
DIVIDEND
In order to conserve resources for operational purposes, your Directors did not
recommend any dividend on the equity shares for the year under review.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any deposits under the
provisions of Section 73 of the Companies Act, 2013 and the rules made there under, for
the time being in force.
MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE
There have been no material changes and commitments affecting financial position of the
Company that have occurred between the balance sheet date and date of this report.
IMPACTING ON GOING CONCERN STATUS AND COMPANYS OPERATIONS
During the Year under review, there have been no significant and material orders passed
by any regulators or courts or tribunals impacting the going concern status and Companys
operation in future.
HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
During the year under review, Ojas Industries Private Limited continues to be the
Associate Company of your Company.
Pursuant to the provisions of Section 129 of the Companies Act, 2013 and Rule 5 of the
Companies (Accounts) Rules 2014, statement containing the salient features of the
financial statements of its associate company in the manner prescribed under the Companies
Act, 2013 is attached as “Annexure I” and forms part of this report.
PERFORMANCE FINANCIAL POSITION OF ASSOCIATES
1. OJAS INDUSTRIES PRIVATE LIMITED
As on March 31, 2023, the Company holds 9,900 equity shares of Rs. 10/- each
constituting 49.50% of the total share capital of Ojas Industries Private Limited (OIPL).
During the year under review, the brief summary of Operations of the OIPL is as below:-
Particulars |
as at 31.03.2023 |
Total Income |
2,45,75,64,044 |
Total Expenses |
2,69,12,59,949 |
Profit / (Loss) before Tax |
(23,36,95,905) |
Less: Current Tax |
- |
Less: Deferred Tax |
- |
Net Profit / (Loss) after Tax |
(23,36,95,905) |
CAPITAL/ FINANCE
As on March 31, 2023, the issued, subscribed and paid-up share capital of your Company
stood at Rs. 93,42,900/-, comprising 9,34,290 Equity shares of Rs. 10/- each.
The Company has not availed any credit facilities / financial assistance from any
Financial Institution(s) and/or Bank(s). The Company is debt free Company.
LISTING OF SECURITIES
The Companys equity shares are listed on BSE Limited. The Annual Listing fees for the
year 2023-2024 have been paid by the Company to BSE Limited. All the stakeholders are
further requested to have Dematerialisation of equity shares held by them (if not
dematerialized yet) at the earliest, for trading of shares only after meeting the criteria
/ parameters / norms / requirements of the Stock Exchange, for trading of the shares.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees and investments covered under the provisions of Section
186 of the Companies Act, 2013 (as applicable / required) are given in the notes to the
Financial Statements.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulations 34 of the SEBI (Listing Obligations and
Disclosure Requirement) Regulations 2015, the management discussion and analysis is set
out in this report.
DIRECTORS AND KEY MANEGERIAL PERSONNEL Retirement by rotation
In pursuance to the applicable provisions of the Companies Act 2013 read with (Articles
of Association of the Company), Mr. Rajesh Kumar Sharma (DIN: 09388677), Whole Time
Director retires at the ensuing Annual General Meeting and being eligible, offer himself
for re-appointment.
The Board recommends his re-appointment.
Appointment of Company Secretary
During the period under review, the Board in accordance with the provisions of the
Section 203 of Companies Act, 2013 and the Regulation 6(1) of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(‘SEBI Listing Regulations) appointed Mr. Neeraj Khari (M.No. A-63204) as Company
Secretary & Compliance officer of the Company with effect from April 01st,
2023.
In the opinion of the Board, Mr. Neeraj Khari is a person of integrity and possesses
the requisite qualifications, experience and expertise required for discharging his duties
as Company Secretary & Compliance officer.
The Board recommends his appointment.
Resignation of Company Secretary
During the year under review, Mr. Surendra Kumar Sharma (M. No. F-5737) resigned as
Company Secretary & Compliance officer of the Company with effect from March 31st,
2023.
The Board places on record its appreciation for the services rendered by Mr. Surendra
Kumar Sharma (M. No. F-5737) as Company Secretary & Compliance officer with the
Company.
Change in the Category of Director
In compliance with the provisions of Section 149 read with Schedule IV to the Act,
Regulation 17 of the SEBI Listing Regulations and other applicable regulations, the
re-categorization of Mrs. Neha Sharma (DIN: 07582949) as an Independent Director is being
placed for approval of the Members of the Company.
Your Company has received a declaration from Mrs. Neha Sharma (DIN: 07582949) to the
effect that she meets the criteria of independence as provided in Section 149(6) of the
Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations) and has
also confirmed that she is in compliance with Rules 6(1) and 6(2) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended, with respect to the
registration with the data bank of Independent Directors maintained by the Indian
Institute of Corporate Affairs.
In the opinion of the Board, Mrs. Neha Sharma (DIN: 07582949) is a person of integrity
and possesses the requisite qualifications, experience and expertise required for
discharging her duties as Non-Executive Independent Director.
The Board recommends her re-categorization.
DETAILS OF BOARD MEETINGS
The Board met 9 (Nine) times during the financial year, the detail of which are given
in the corporate governance report. The maximum interval between any two meetings did not
exceed 120 days as prescribed in the Companies Act, 2013.
COMMITTEES OF BOARD
During the year under review, the details of composition of the various Committees of
the Board of Directors (including re-constitution) are as under:-
(1) Audit Committee |
|
(3) Stakeholders Committee |
Relationship |
(2) Nomination Committee and |
Remuneration |
(4) Corporate Committee Social |
Responsibility |
(6) Finance and Borrowing Committee |
|
5) Vigil Mechanism Committee |
|
All the above mentioned committees consist maximum of independent directors. A detailed
note on the composition of the Board and its committees is provided in the corporate
governance report section of this Annual Report.
POLICIES
The Company has adopted the following policies and codes, in terms of requirements of
Companies Act, 2013 and relevant updated SEBI regulations and these are reviewed
periodically by the Board and updated based on need and new compliance requirement, as
applicable upon the Company, from time to time:-
1. Corporate Social Responsibility (CSR) Policy |
2. Policy to Determine Material Subsidiary |
3. Risk Management Policy & Procedure |
4. Related Party Transaction Policy (Policy & Standards Operating
Process) |
5. Vigil Mechanism / Whistle Blower Policy |
6. Code of practices & procedures for fair disclosure of
unpublished price sensitivity information |
7. Code of Conduct for Regulating, Monitoring & Reporting of
Trading by Insiders |
8. Board Performance Evaluation Policy (Policy & Standards
Operating Process) |
9. Nomination & Remuneration Policy |
10. Criteria for Determining Qualifications, Positive Attributes &
Independence of a Director |
11. Familiarization programme for Independent Directors |
12. Policy on Archiving & Preservations of Documents |
13. Policy for Determination of Materiality of Events or Information
for Disclosure to the Stock Exchange |
14. Policy & Procedures on Internal Financial Controls |
15. Dividend Distribution Policy |
16. Code of conduct for the Directors and Senior Management |
17. Code of Conducts for Independent Directors |
18. Succession Plan for the Board and Senior Management |
A detailed note on the Policies of the Board is provided in the corporate governance
report section of this Annual Report.
DECLARATION FROM INDEPENDENT DIRECTOR
The Company has received necessary declaration from each independent director(s) under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 159(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
EXTRACT OF ANNUAL RETURN
This is for the information of the members, the requirement to attached extract of
annual return in form MGT-9 has been omitted vide the Companies (Management and
Administration) Amendment Rules, 2021 dated 05.03.2021, therefore your Company has not
attached the extract of the annual return in Form MGT-9 with the Boards report for the
F.Y. 2022-23.
INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY
The internal financial controls with reference to the Financial Statements are
commensurate with the size and nature of business of the Company. A policy in this regard
has been framed by the Company for effective formulation of Internal Financial Controls.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the relevant provisions of
the Listing Regulations, the Board has carried out an annual evaluation of its own
performance and that of its Committees as well as performance of the Directors
individually. Feedback was sought by way of a structured questionnaire covering various
aspects of the Boards functioning such as adequacy of the composition of the Board and
its Committees, Board culture, execution and performance of specific duties, obligations
and governance and the evaluation was carried out based on responses received from the
Directors.
A separate exercise was carried out by the Nomination and Remuneration Committee of the
Board to evaluate the performance of individual Directors. The performance evaluation of
the Non-Independent Directors and the Board as a whole was carried out by the Independent
Directors. The performance evaluation of the Chairman of the respective Committee
Meeting(s) of the Company was also carried out by the Independent Directors, taking into
account the views of the Executive Director and Non-Executive Directors. The Directors
expressed their satisfaction with the evaluation process.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, your Directors confirm 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) the directors had selected such accounting policies and applied them consistently
(c) and made judgments and estimates that are reasonable and prudent so as to give
(d) a true and fair view of the state of affairs of the company at the end of the
financial year and of the Profit of the company for that period;
(e) the directors had taken proper and sufficient care 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;
(f) the directors had prepared the annual accounts on a going concern basis; and
(g) the directors, had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(h) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
AUDITOR AND AUDITORS REPORT
During the year under review, M/s. R.S Dani & Co., Chartered Accountants (ICAI Firm
Registration Number 000243C) tendered their resignation to discontinue as the Statutory
Auditor of the Company for the remaining term of their period.
Hence, in order to fill up the casual vacancy and as per the recommendations of audit
committee the Board of Directors of the Company appointed M/s. Chopra Vimal & Co.,
Chartered Accountants (Firm Registration No. 06456C), in their Board Meeting held on June
15th, 2022 and the same was confirmed by the members of the Company in their
Annual General Meeting held on 15.09.2022 for the F.Y. 2022-23.
As required under Section 139 of the Companies Act, 2013, the Company has received a
written consent from M/s. Chopra Vimal & Co., Chartered Accountants (Firm Registration
No. 06456C), for such appointment and also a certificate to the effect that their
appointment, if made, would be in accordance with Section 139(1) of the Companies Act,
2013 and the rules made thereunder.
Further, pursuant to provisions of Section 139 of the Companies Act, 2013 and rules
framed thereunder and as per the recommendations of audit committee and subject to
approval of members, the Board of Directors of the Company proposed to appoint M/s. Chopra
Vimal & Co., Chartered Accountants (Firm Registration No. 06456C) as statutory
auditors of the Company for a period of 5 (five) year i.e. from the conclusion of the
ensuing AGM till the conclusion of the 6th consecutive AGM to be held in the
year 2028.
Ministry of Corporate Affairs vide its notification dated May 07th, 2018
omitted the requirement to ratify the appointment of Statutory Auditors of the Company in
every annual general meeting.
The Notes on financial statement referred in the Auditors Report for the F.Y. 2022-23
are selfexplanatory and do not call for any further comments. The Auditors Report does
not contain any qualification, reservation or adverse remark.
The observations and comments given in the report of the Auditors read together with
notes to accounts are self-explanatory and hence do not call for any further information
and explanation or comments under Section 134(3)(f) of the Companies Act, 2013. The report
does not contain any qualification, reservation or adverse remark or disclaimer.
SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed
thereunder Mr. Amit Kansal, a peer reviewed practicing company secretary (ICSI Certificate
of Practice No. 10283), 185A, Express view Apartment, Sector 93, Noida- 201301 (U.P.) was
re-appointed as Secretarial Auditor of the Company, to conduct the secretarial audit of
the Company for the fiscal year 2023.
The Secretarial Audit Report is annexed as “Annexure-II”. The report does not
contain any qualification, reservation or adverse remark or disclaimer. The Board has
further appointed Mr. Amit Kansal, Practicing Company Secretary (ICSI Certificate of
Practice No. 10283), as Secretarial Auditor of the Company for the fiscal year 2024.
REPORT ON CORPORATE GOVERNANCE
The Company recognizes and embraces the importance of Corporate Governance. Corporate
Governance is about maximizing shareholders value legally, ethically and sustainably.
Anand believe sound corporate governance is critical to enhance and retain investor trust.
Our disclosure seeks to attain the best practices in efficient corporate governance. Our
Corporate Governance report for the fiscal year 2023 forms part of this Annual Report.
AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
As required by SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015,
the auditors certificate on corporate governance is enclosed as “Annexure-III”
to the Board Report. The auditors certificate for fiscal year 2023 does not contain any
qualification, reservation or adverse remark.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements made with related parties referred to in
Section 188(1) of the Companies Act, 2013, (as applicable / required) in the prescribed
Form AOC- 2, is appended as “Annexure-IV” to the Boards Report.
CORPORATE SOCIAL RESPONSIBILTY
Anand Projects Limited has been an early adopter of CSR initiatives. The Company works
primarily through the Kamalnayan Jamnalal Bajaj Foundation (KJBF), towards supporting
projects in the areas of eradicating extreme hunger and poverty, promotion of education,
reducing child mortality and improving maternal health, combating human immuno-deficiency
virus, acquired immuno-deficiency syndrome, malaria and other diseases, ensuring
environmental sustainability, and rural development projects.
Further, your Company doesnt fulfill any of the criteria mentioned in Section 135(1)
of the Companies Act, 2013 during the immediately preceding financial year but for the
better Corporate Governance and understanding, the annual report on our CSR activities is
appended as “Annexure-V” to the Boards report.
The Companys CSR Policy is available on our website, at
http://www.anandprojects.com/policies.php.
HUMAN RESOURCES
Your Company treats its “human resources” as one of its most important
assets.
Your Company continuously invests in attraction, retention and development of talent on
an ongoing basis. From time to time some training program(s) that provide focused people
attention are/would be called up. Your Company thrust is on the promotion of talent
internally through job rotation and job enlargement.
MANAGERIAL REMUNERATION
A) Details of the ratio of the remuneration of each director and/or KMPs to the median
employees remuneration and other details as required pursuant to Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
S. Name of Director /
No. KMP and Designation |
Remuneration of Director / KMP for F.Y. 22-23 (in Rs) |
% increase
in
Pennine ration in the F.Y. 22- |
Ratio of remuneration of each Director/ to median remuneration of
employees |
1 Mr. Rajesh Kumar Sharma
(Whole-Time Director & CFO w.e.f 23/12/2021) |
32,97,196 |
59.06 % |
0.70 |
2 *Mr. Surendra Kumar Sharma
(Company Secretary) |
61,85,671 |
23.17 % |
1.30 |
4 Mr. Manish Sharma
Non-Executive Director |
NIL |
NIL |
Not Applicable |
5 Mr. Omparkash Verma,
Non-Executive Director |
NIL |
NIL |
Not Applicable |
6 Ms. Neha Sharma
Non-Executive Director |
NIL |
NIL |
Not Applicable |
*Mr. Surendra Kumar Sharma resigned as Company Secretary & Compliance officer of
the Company with effect from March 31st, 2023
Notes:-
i) Median remuneration of employees of the Company during the financial year 20222023
was Rs. 47,41,434/-.
ii) Median remuneration of employees of the Company during the financial year 2021 -
2022 was Rs. 35,47,477/-.
iii) There were 02 (Two) confirmed employees on the rolls of the Company as on 31st
March 2023.
iv) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy
for Directors, Key Managerial Personnel and other Employees.
B) Details of every employee of the Company as required pursuant to rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
During the year under consideration, none of the employees of the company was in
receipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 hence particulars as
required under 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are not given.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of the nature of activities which are being carried on by the Company,
Disclosure of particulars with respect to conservation of energy, technology absorption
and foreign exchange earnings and outgo as required under Section 134(3)(m) of Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, respectively are
not applicable to the Company.
During the year under review, there was no foreign exchange earnings and outgo.
ANNUAL RETURN
The Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as
prescribed in Form No. MGT-7 of the Companies (Management and Administration) Rules, 2014,
is available on the website of the company at
http://www.anandproiects.com/notice-to-the-shareholders.php.
SECRETARIAL STANDRADS
In terms of Section 118(10) of the Companies Act, 2013, the Company is complying with
the applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and approved by Central Government.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial
auditors has reported to the audit committee, under Section 143(12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Boards Report.
TRANSFER OF UNCLAIMED/UNPAID AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to provisions of the Act read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended,
(‘Rules), the dividend which remains unclaimed or unpaid for a period of seven years
from the date of transfer to the Unpaid Dividend Account of the Company and shares on
which dividend are unclaimed or unpaid for a consecutive period of seven years or more are
liable to be transferred to IEPF. This clause is not applicable.
DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016
Neither any application was made nor any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the financial year.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
As Company has not availed any credit facility/ financial assistance from any banks/
financial institutions, hence such disclosure is not applicable upon the Company.
PARTICULARS OF EMPLOYEES
As required under the provision of Section 197 of the Companies Act, 2013, read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
in respect of employees of the Company is not given, as there were no employees drawing
remuneration beyond the prescribed limit under the above referred provisions.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation of the assistance and
support extended by customers, financial institutions, banks, vendors, Government and
other associated (as the case may be) with the activities of the Company. Your Directors
acknowledge with gratitude the encouragement and support by our valued shareholders.
For and on behalf of the Board of Directors of ANAND PROJECTS LIMITED
Place: Noida
Dated: August 10th, 2023
Rajesh Kumar Sharma (Whole-time Director & CFO) (DIN:09388677)
Manish Sharma (Director) (DIN:09375119)
+91-9892691696
