Your Directors have pleasure in presenting this 30th Annual Report together withAudited Accounts of the Company for the Financial Year ended 31st March, 2024.
1. FINANCIAL PERFORMANCE OVERVIEW
The financial results of the Company along with its subsidiary Company for the yearended 31st March, 2024 and for the previous year ended 31st March, 2023 are asfollows:
[Amount in Rs "Lakhs"]
Particulars
Standalone FinancialResults
Consolidated FinancialResults
Year Ended31.03.2024
Year Ended31.03.2023
Year Ended31.03.20241
Income from Operation
0.00
-
145.08
Other Income
57.34
4.89
5.13
Total Income
150.21
Total Expenses
15.34
21.56
221.21
Profit/Loss beforeFinance Cost,Depreciation and Taxes
42.00
(16.67)
(71.00)
Finance Cost
Depreciation
(0.38)
(13.69)
Profit/loss before Tax
(17.05)
(84.69)
Provision for Taxation
Deferred Tax(Assets)/Liability
(7.15)
Short/ (Excess) Provision ofearlier year
Profit/loss for the Year
(77.54)
Earnings per Share (Basic)
0.48
(0-27)
(1.23)
Earnings per Share(Diluted)
0.20
(0.27)
3. TRANSFER TO RESERVES
The Board does not propose to transfer any amount to the reserves.
4. STATE OF COMPANY'S AFFAIR AND FUTURE OUTLOOK
The financial year 2023-24 has not been a successful year for the Company as theCompany has sold 100% shares of Legend SRS Cinemas Private Limited that theCompany acquired during the last financial year. Legend SRS cinemas private Limitedwas sold only to not create further losses in the books of accounts of ANKA INDIA LTD.At the time of acquisition the Company had hoped that with this it would be able to turnaround the positions jointly. However due to low turnout in the theatres and with veryless content in the offering specially after covid, it was collectively decided todiscontinue with the subsidiary
The board of the Directors are putting their best efforts and they believe that theCompany will earn profits in the upcoming years.
The operational aspects of the Company's working have been covered in detail in theManagement Discussion and Analysis Report and the same is deemed to be part of thisDirectors' Report.
5. CHANGE IN THE NATURE OF BUSINESS
There are no change in the nature of business of the Company during the financialyear.
6. MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THEFINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURREDBETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There has been no material change and commitments occurred, between the end of thefinancial year of the Company i.e. 31st March, 2024 and the date of this report affectingthe financial position of the Company.
7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURT
There are no significant and material order passed by the Regulators or Court, whichwould impact the going concern status of the Company and its future operations.
8. INTERNAL FINANCIAL CONTROL
The Company's Internal Auditors have conducted periodic audit to provide reasonableassurance that the Company's established policies and procedures have been followed.The Audit Committee constituted by the Board reviews the internal control and financialreporting 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, Legend SRS Cinemas Private Limited was discontinuedto be the wholly owned Subsidiary of the Company and further, the Company does nothave any Joint venture Company or Associate Companies hence there is no commentsis required on their performance.
10. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONEAT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONEWHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONSALONG WITH THE REASONS THEREOF
As Company has not done any one time settlement during the year under review henceno disclosure is required.
11. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THEINSOLVENCY AND BANKRUPTCY CODE. 2016
Neither any application was made nor any proceeding pending under the Insolvency andBankruptcy Code, 2016 (31 of 2016) during the financial year.
12. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONEAT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONEWHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONSALONG WITH THE REASONS THEREOF
13. DETAILS OF MONEY ACCEPTED FROM DIRECTOR
During the period under review the Company has accepted money in the form ofunsecured loan from the director or relative of the director of the Company the detailsof which are forming part of the financials statement as attached herewith.
14. DEPOSIT
During the year under review, your Company did not accept any Deposits from thePublic covered under Chapter V of the Companies Act, 2013.
15. AUDITORS
• STATUTORY AUDITORS
M/S R.S. Prabhu & Associates, Chartered Accountants, Firm Registration No. 127010Wwas appointed as the statutory auditors in the 27th Annual General Meeting of theCompany who shall holds office upto the conclusion of the 32nd Annual General Meetingof the Company as per the provisions of the Section 139 of the Companies Act, 2013and there is no change in the auditor of the Company.
• INTERNAL AUDITORS
Pursuant to the provisions of section 138 of the Companies Act, 2013 every listedCompany has to appoint an Internal Auditor who shall either be a chartered accountantor a cost accountant, or such other professional as may be decided by the Board toconduct internal audit of the functions and activities of the company. Accordingly, theBoard of Directors of your Company in their meeting held on 30/05/2024 has re¬appointed M/s Manoj S. Sharma & Associates Chartered Accountants, Delhi as InternalAuditors of the Company, pursuant to the provisions of Section 138 of the CompaniesAct, 2013 for the Financial Year 2024-2025.
• SECRETARIAL AUDITORS
Section 204 of the Companies Act, 2013 inter-alia requires every listed company toannex with its Board's report, a Secretarial Audit Report given by a Company Secretaryin practice, in the prescribed format.
The Board of Directors appointed Mr. Rahul Gupta, Company Secretary, as SecretarialAuditor to conduct Secretarial Audit of the Company for Financial Year 2023-24 andtheir report is annexed to this Board report Annexure B.
16. AUDITORS' REPORT
• STATUTORY AUDIT REPORT
S.
NO
AUDITORS REMARKS
DIRECTORS REPLY
1
Company continues to recognize minimumalternative tax paid in previous yearsamounting to Rs. 25.20 Lakhs as asset andexpects the same to be adjusted againstfuture tax payments. In our view, consideringthe past history of losses and overall financialposition of the Company, it is not prudent onpart the company to recognize the same asassets, and the same is not in consonancewith the provisions of "Guidance Note onaccounting for credit available in respect ofMinimum Alternative Tax under the IncomeTax Act, 1961 "
The board is evaluating thenew business opportunitiesand have a belief that theygenerate the revenue andmake profits in theupcoming years andthereafter settle the MATcredit from the profits.
Rest of the observations of the auditors on the Financial Statements including relevantnotes on the accounts are self-explanatory and therefore do not call for any furthercomments.
During the year under review, the Auditors had not reported any matter under Section143(12) of the Companies Act, 2013 therefore no detail is required to be disclosedunder Section 134(3) of the Act.
• SECRETARIAL AUDITOR REPROT
The Company is not maintaining StructuredDigital Database as mentioned under theSecurities Exchange Board of India(Prohibition of Insider Trading) Regulations,2015 there the Company is non-compliantwith provisions of Reg. 3(5) and/or Reg. 3(6)of SEBI (Prohibition of Insider Trading)Regulations, 2015 during the period underreview.
The Company has procuredthe SDD software howeverthe same was inimplementation stage.
2.
The Company has also not filled SDDCompliance certificate pursuant to provisionsof Regulation 3(5),3(6) and other applicableprovisions of Securities and Exchange Boardof India (Prohibition of Insider Trading)Regulations, 2015 for the quarter ended 31stMarch, 2023 and 30th June, 2023 within in thedue time period i.e. 21 days from end of therespective quarter.
The Company has filled theSDD certificate for March2023 on 07/06/2023 andJune 2023 on 25/07/2023.The delay in filling isunintentional the board istaking utmost care andmake sure all thecompliances are filled withinthe time period prescribedunder law.
3.
The Company has also not filled Statement ofDeviation of Funds pursuant to Regulation 32of SEBI (Listing Obligation and DisclosureRequirements) Regulation, 2015 for thequarter ended June, 2023 and December,2023 within in the due time period i.e. 45days from end of the respective quarter.
The Company has filled thestatement of deviation forJune 2023 on 21/08/2023and December 2023 on15/02/2024. The delay infilling is unintentional theboard is taking utmost careand make sure all thecompliances are filled withinthe time period prescribedunder law.
17. SHARE CAPITAL
Recognizing the needs of the business and to strengthen the working capital of theCompany the Board of Directors has raised the funds by issue of further share capital.
The Company has issued 12,39,867 Equity Shares at a price of Rs 10/- per share eachon the conversion of warrants and accordingly the paid up share capital of the Companyhas been increased from Rs. 8,73,77,140 (Rupees Eight Crore Seventy Three LakhSeventy Seven Thousand One Hundred Forty) to Rs. 9,97,75,810 (Rupees Nine CroreNinety Seven Lakh Seventy Five Thousand Eight Hundred Ten).
• DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIALRIGHTS
All the equity shares of the Company are having pari - passu rights and the Companyhas 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.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNING AND OUTGO
Information under Section 134 of the Companies Act, 2013 read with the rules madethere under is given in Annexure 'C' forming part of this Report.
19. CORPORATE SOCIAL RESPONSIBILITY
With the enactment of the Companies Act, 2013 and the Companies (Corporate SocialResponsibility) Rules, 2014 read with various clarifications issued by Ministry ofCorporate 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 anyfinancial year have to spend at least 2% of the average net profit of the company madeduring the three immediately preceding financial years.
As per the guidelines given above our company does not come under the stipulatedcategory to spend any amount on the CSR activity.
20. DIRECTORS AND KEY MANAGERIAL PERSON
a. CHANGES IN DIRECTORS
1. Mr. RAMAN RAKESH TRIKHA (DIN: 00383578) retires by rotation and beingeligible, offers himself for re-appointment in accordance with the provisions ofSection 152(6) and the Articles of Association of the Company. A resolutionseeking shareholders' approval for his re-appointment forms part of the Notice.
2. Mr. Tarun Jain, director on the Board of the Company resigned from their officefrom 28/12/2023 by giving a notice in writing to the Company.
The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations andthe Secretarial Standards on General Meeting ('SS-2') are given in the Notice of thisAGM, forming part of the Annual Report.
Further, during the period under review, there are no changes in the Board of Directorsof the Company.
b. CHANGES IN KEY MANAGERIAL PERSON
During the period under review there are no changes in key managerial persons.
c. DECLARATION BY AN INDEPENDENT DIRECTOR(S)
All Independent Directors of the Company have given requisite declarations underSection 149(7) of the Act, that they meet the criteria of independence as laid downunder Section 149(6) of the Act along with Rules framed thereunder.
In the opinion of the Board, the Independent Directors possess the requisite expertiseand experience and are persons of high integrity and repute. They fulfil the conditionsspecified in the Act as well as the Rules made thereunder and are independent of themanagement.
d. BOARD EVALUATION
The evaluation framework for assessing the performance of Directors of your Companycomprises of contributions at the meetings, strategic perspective or inputs regardingthe growth and performance of your Company, among others
Pursuant to the provisions of the Act and the Listing Regulations, the Directors havecarried out the annual performance evaluation of the Board, Independent Directors,Non-executive Directors, Executive Directors, Committees and the Chairman of theBoard.
The details of Programme for familiarization of Directors of your Company are availableon your Company's website viz www.ankaindia.com.
21. MEETINGS
During the financial year 2023-24 there were 7 (Seven) Board Meetings, 4 (Four) AuditCommittee meetings, 4 (Four) meetings of the Stakeholder relationship committee, 1(One) meeting of the Nomination and remuneration Committee and 1 (One) meeting ofIndependent Director held for which proper notice has been given and the proceedingsare recorded in the minutes thereof. The provisions of Companies Act, 2013 wereadhered while considering the time gap between two meetings.
The Details of the Board and Committee Meetings are as Follows:-
Date of
Board
Audit
Stakeholder
Nomination
Independ
N
Meeting
Meeti
Committ
relationship
and
ent
o
ng
ee
committee
remuneratio
n
Committee
Director
30/05/2023
V
2
14/08/2023
3
04/09/2023
4
14/11/2023
5
02/01/2024
6
14/02/2024
7
26/03/2024
8
31/03/2024
In terms of section 177 of the Companies Act, 2013 the Composition of the Auditcommittee is Mrs. Niti Sethi is the Chairman and Mrs. Sulakshana Trikha and Mrs. AshaKishinchand are the Members.
During the period under review the board has accepted all the recommendation of theAudit committee.
22. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Fraud free and corruption free work culture has been the core of the company'sfunctioning. In view of the potential risk of fraud and corruption due to rapid growthand geographical spread of operations, the Company has put even greater emphasis toaddress this risk.
To meet this objective, a Whistle Blower Policy has been laid down. The same policy asapproved by the Board was uploaded on the Company website at web linkwww.ankaindia.com.
23. REMUNERATION POLICY
The Board has framed a policy for selection of and appointment of Directors, SeniorManagement and their remuneration and the same has been uploaded on the websiteof the Company at web link www.ankaindia.com.
24. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENT
Information regarding loans, guarantees and investments covered under the provisionsof section 186 of the Act, are detailed in the financial statements.
25. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters, Directors,and Key Managerial Person etc., which may have potential conflict with the interest ofthe 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 AuditCommittee on quarterly basis, specifying the nature, value and terms and conditions ofthe transactions.
The Related Party Transactions Policy as approved by the Board is uploaded on theCompany's 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 Section134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
26. 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 thanRupees Ten crore and having a net worth of Rs twenty five crores should comply withthe 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 31.03.2024 theCompany falls short of the above mentioned criteria, hence the provisions relating toCorporate Governance as mentioned above para does not apply to the Company.However, the company is taking utmost care and following all the provisions of theCorporate Governance as prescribed under the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.
27. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION
Since Company has not paid any remuneration to any of its directors pursuant toSection 197 of the Act read with Rule 5 of the Companies (Appointment andRemuneration of Managerial personnel) Rules 2014 median employee remunerationcannot be compared. Hence the said details are not provided.
28. RISK MANAGEMENT POLICY
Risk Management is a very important part of every business. Company's RiskManagement Policy divides Risk into two broad categories; one Risk Associated at theTransactional Level and the other Risk Associated at the Decision Making Level.
In respect of the Risk Associated at Transactional Level, the company has appropriatecontrol mechanism and operating effectiveness of the Internal Financial Controls andLegal Compliance System. The company has created appropriate structures with properdelegation of duties and responsibilities of employee at each level on enterprise basisfor compliances thereof.
In respect of Risk Associated at Decision Making level like political, social & economic,market, technology, capital structure, foreign exchange & interest rate, they areevaluated before taking any strategic & financial decisions.
Adequacy and operative effectiveness of the Internal Financial Control and LegalCompliance System are periodically reviewed by the Management, Internal Auditors,Statutory Auditors and the Audit Committee.
29. PERSONNEL
Personnel relations with all employees remained cordial and harmonious throughout theyear. Your Directors wish to place on record their sincere appreciations for thecontinued, sincere and devoted services rendered by all the employees of the Company.
30. 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 InternalComplaints Committees (ICC) which are responsible for redressal of complaints relatedto sexual harassment. The objective of the Policy is to create and provide a workenvironment that is safer, civilized, free from any sort of hostility, supportive to thediversity & dignity of all Associates, where Associates feel secure, provide protection tothe Associates at the workplace and established guidelines for prevention & redressal ofcomplaints of sexual harassment and matters connected or incidental thereto at theworkplace on the basis of natural justice and confidentiality.
The Company is committed to provide a safe and conducive work environment to itswomen employees.
The company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013]
31. COST RECORDS
The Company is not required maintain cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act, 2013,
32. SECRETARIAL STANDARDS
The Company has duly complied with the secretarial standards as prescribed by theICSI.
33. 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 discussionwith 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 theCompanies Act, 2013
a) in the preparation of the annual accounts for the year ended March 31st 2024, theapplicable accounting standards read with requirements set out under Schedule IIIto 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 consistentlyand made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 31st, 2024 andof the loss of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and otherirregularities;
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 theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
The Company's Internal Auditors have conducted periodic audit to provide reasonableassurance that the Company's established policies and procedures have been followed.The Audit Committee constituted by the Board reviewed the internal controls andfinancial reporting issues with Internal Auditors and Statutory Auditors.
ACKNOWLEDGEMENT
The Directors express their gratitude and thanks to all the Institutions & Banks,Government Authorities where company's operations are carried out, Shareholders,Customers, Suppliers and other Business Associates for their continued co-operationand patronage.
FOR AND ON BEHALF OF THE BOARD
Place: GurgaonDated: 04/09/2024
SD/- SD/-
SULAKASHANA TRIKHA RAMAN RAKESH TRIKHA
WHOLE TIME DIRECTOR DIRECTOR
DIN 0292476 DIN: 00383578
The Company discontinued its investment in its wholly owned subsidiary in thefinancial year 2023-24. So, there are no consolidated financial results for the yearended on 2023-24.
2. DIVIDEND
In view of losses the Board doesn't recommend any dividend for the financial year2023-24