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DIRECTOR'S REPORT

ANI Integrated Services Ltd.

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Market Cap. (₹) 24.22 Cr. P/BV 0.63 Book Value (₹) 39.81
52 Week High/Low (₹) 79/21 FV/ML 10/1200 P/E(X) 4.63
Bookclosure 21/08/2018 EPS (₹) 5.40 Div Yield (%) 2.00
Year End :2018-03 

The Directors hereby take the pleasure of presenting the 9thAnnual Report of your Company together with the Audited Financial Statement of Accounts for the year ended 31st March, 2018.

FINANCIAL STATEMENTS & RESULTS

Financial Results

The Company's performance during the year ended 31st March, 2018 as compared to the previous financial year, is summarized below:

(Amount in INR)

Particulars

For the financial year ended 31st March,2018

For the financial year ended 31st March, 2017

Revenue from Operation

54,72,78,983

62,81,85,204

Other Income

18,37,815

13,18,068

Total Revenue

54,91,16,798

62,95,03,272

Less: Expenses

47,23,31,318

51,08,97,033

Profit/ (Loss) before tax

7,67,85,480

11,86,06,239

Less:

1. Current Tax

2,03,00,000

4,09,12,004

2. Tax adjustment of earlier years (net)

-

-

3. Deferred Tax

(14,28,370)

8,74,695

Profit after Tax

5,79,13,850

7,68,19,540

OPERATIONS

During the year under review, the Company has reported a Profit of Rs.5,79,13,850/- as compared to a profit of Rs.7,68,19,540/-

The Company reported Profit before Tax at Rs. 7,67,85,480/-as against Rs. 11,86,06,239/-in the previous year.

The Company continues to be engaged in the activities pertaining to Manpower Deputation, Operations & Maintenance and Projects.

There was no change in nature of the business of the Company, during the year under review.

TRANSFER TO RESERVES

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

DIVIDEND

Considering the Reserves, Profits made for the current year and Cash Flow Position of the Company, Board has recommended a final dividend at the rate of 5%, i.e. Rs. 0.5/- per share on One Equity Shares of Rs. 10/- each to the Equity Shareholders of the Company.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

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

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All transactions/contracts/arrangements entered into by the Company with related party(ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in ordinary course of business and on an arm's length basis. Further, none of these contracts / arrangements / transactions with related parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in "Annexure-I" which forms part of this Report.

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 31st March, 2018 made under the provisions of Section 92(3) of the Act is attached as "Annexure-II" which forms part of this Report.

PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES

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

DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT,2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position, have occurred between the end of the financial year of the Company and date of this report.

DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

CHANGE IN KEY MANAGERIAL PERSONNEL AND DIRECTORS

1. During the year under review, pursuant to the provision of Section 203 of the Companies Act, 2013, read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, and other application provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof), Mr. Kedar Korpe was appointed as Chief Financial Officer(CFO) of Company w.e.f. 13th September, 2017.

2. Mr. Rajendra Ramchandra Gadve (DIN:01018776) was appointed as Independent director of the Company w.e.f. 25th October, 2017

3. Mr. Chandrashekhar Joshi (DIN:07767416) was appointed as Independent director of the Company w.e.f. 25th October,2017

4. Mr. Anil Lingayat (DIN:07974940) was appointed as Independent director of the Company w.e.f. 28th October, 2017.

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

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

RETIREMENT BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Akshay Korpe (DIN: 02201941), is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment. The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from him pursuant to Section 164(2) of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

During the financial year under review, declarations were received from all Independent Directors of the Company that they satisfy the "criteria of Independence" as defined under Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of Section 149(6) of the Companies Act, 2013, the Schedules and Rules framed there under.

NUMBER OF BOARD MEETINGS

The Board of Directors met 20(Twenty) times during the financial year ended 31st March, 2018in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The Company has complied with the applicable Secretarial Standards in respect of all the above Board meetings.

AUDIT COMMITTEE

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 ("the Act"). The Composition of the Audit Committee is in conformity with the provisions of the said section.

The scope and terms of reference of the Audit Committee have been framed in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Audit Committee consists of following members:

Name of Members

Designation

Membership in Committee

Mr. Anil Lingayat

Non-Executive Independent Director

Chairperson

Mr. Chandrashekhar Joshi

Non-Executive Independent Director

Member

Mr. Navin Nandkumar Korpe

Managing Director

Member

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

The Remuneration Policy is attached as "Annexure III"

Nomination & Remuneration Committee consists of following members:

Name of Members

Designation

Membership in Committee

Mr. Anil Lingayat

Non-Executive Independent Director

Chairperson

Mr. Chandrashekhar Joshi

Non-Executive Independent Director

Member

Mrs. Anita Korpe

Non-Executive Non-Independent Director

Member

STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to Section 178 (5) of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholder's Relationship Committee.

Stakeholders Relationship Committee consists of following members:

Name of Members

Designation

Membership in Committee

Mrs. Anita NavinKorpe

Non-executive Non-Independent Director

Chairperson

Mr. NavinNandkumarKorpe

Managing Director

Member

Mr. Anil Lingayat

Non-executive

Independent Director

Member

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee as under:

Name of Members

Designation

Membership in Committee

Mr. Navin Nandkumar Korpe

Managing Director

Chairperson

Mr. Kedar Navin Korpe

Executive Director and Chief Financial Officer

Member

Mr. Anil Lingayat

Non-Executive Independent Director

Member

The Board of Directors of the Company has approved CSR Policy based on the recommendation of the CSR Committee.

The CSR Policy of the Company is attached as "Annexure-IV"

Since, this being the first financial year for implementation of CSR activities, the Company was unable to find appropriate avenues for spending the required amount on CSR Activities during the financial year ended on March 31, 2018. However the Company shall initiate the CSR programme in the current financial year 2018-19.

VIGIL MECHANISM

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Board of Directors.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

The Board has carried out an annual performance evaluation of its own performance, and of the directors individually, as well as the evaluation of all the committees i.e. Audit, Nomination and Remuneration, Stakeholders Relationship, Committee of Directors and Corporate Social Responsibility (CSR) Committee.

The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of its Committees and individual directors, including the Chairman of the Board the exercise was carried out by feedback survey from each directors covering Board functioning such as composition of Board and its Committees, experience and competencies, governance issues etc. Separate Exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as attendance, contribution at the meeting etc.

AUDITORS

At the 8th Annual General Meeting held on 30th September, 2017, the Members approved appointment of M/s. Shah & Modi, Chartered Accountants (Firm Registration No.112426W) to hold office from the conclusion of the 8thAnnual General Meeting until the conclusion of the 13th Annual General Meeting on such remuneration as may be fixed by the Board apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

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

AUDITORS REPORT

Auditors of Company, M/s Shah & Modi, Chartered Accountants, in their report on the Financial Statements of the Company for the Financial Year ended March 31, 2018 have qualified following point in their report which reads as under:

Deposit of Statutory Dues:

According to the information and explanations given to us and the records of the company examined by us, in our opinion, except for dues in respect of provident fund, the company is generally regular in depositing undisputed statutory dues, including professional tax, employee state insurance, income tax, service tax and goods & service tax with the appropriate authorities and regular in depositing undisputed statutory dues, including sales tax, duty of customs, duty of excise, and other material statutory dues, as applicable, with the appropriate authorities. The extent of the arrears of statutory dues outstanding as at March 31,2018, for a period of more than six months from the date they became payable are as follows:

Name of the Statute

Nature of Dues

Amount (Rs)

Period to which the amount relates

Due Date

Date of Payment

Employees Provident Fund and Miscellaneous Provisions Act, 1952

Provident Fund

2,10,414

F.Y 2016-17

F.Y 2016-17

Unpaid

Management Reply on the qualification of auditor:

Management accepts the qualification made by auditor, further we confirm that company has identified the nonpayment of dues and would like to clarify that, due to some anomalies in records the dues inadvertently were left unpaid. Hereafter management will ensure and complete the payment of dues.

SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2018

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. MMJC &Associates LLP, Practising Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2017-18.

Secretarial Audit Report issued by M/s. MMJC &Associates LLP, Practising Company Secretaries in Form MR-3 for the financial year 2017-18 forms part to this report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

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 31st March, 2018, the Board of Directors hereby confirms that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) such accounting policies have been selected and applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit/loss of the Company for that year;

c) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts of the Company have been prepared on a going concern basis;

e) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

POLICY ON SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to create and maintain an atmosphere in which employees can work together without fear of sexual harassment and exploitation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behavior is prohibited both by law and the Company. During the year under review, there was no complaint of any sexual harassment at work place.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as "Annexure-V"

APPRECIATION

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

FOR ANI INTEGRATED SERVICES LIMITED

sd/-

Navin Korpe

Chairman & Managing Director

DIN:02200928

Date : 01 July, 2018

Place : Thane

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