DIRECTORS' REPORT To the Members, 1. Your Directors are pleased to present the 21stAnnual Report together with the Audited Accounts of the Company for the year ended 31st March, 2015. 2. Dividend As the Company has incurred losses your Directors do not propose any Dividend for the financial year ended March, 2015. 3. State Of Company's Affair And Future Outlook The Company had incurred a loss of Rs. 9.74 Lacs from its operation during the year. The Directors are making all efforts to improve business and operational profitability of the company. The Board is also making best strategies to develop the new business of the company. The operational aspects of the Company's working have been covered in detail in the Management Discussion and Analysis Report and the same is deemed to be part of this Directors' Report. 4. Change in the nature of business The Company has amended its Main objects during the year by passing the special resolution through postal ballot on 25th day of August 2014 by substituting its existing clause 5 to 8 of the Memorandum of Association by entering in the new business area in addition to the existing. Now the new business area was to operate in the area of Film industries, Electronic information technology, software development and real estate activities. 5. Significant and Material Orders Passed ByThe Regulators Or Court There are no significant and material order passed by the Regulators or Court, which would impact the going concern status of the Company and its future operations. 6. Internal Financial Control The Company's Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company's established policies and procedures have been followed. The Audit Committee constituted by the Board reviews the internal control and financial reporting issues with the Internal Auditors. A detailed note has been provided under Management Discussion and Analysis report. 7. Fixed Deposit During the year under review, your Company did not accept any Fixed Deposits from the Public covered under Chapter V of the Companies Act, 2013. 8. Subsidiary , Joint Ventures And Associate Companies The Company does not have any Subsidiary or Joint venture Company 9. Auditors & Audit M/s H.Kumar& Co, Chartered Accountants, New Delhi (Firm Registration No. 021518N) were appointed as Statutory Auditors for a period of three years in the Annual General Meeting held on 30.09.2014. Their appointment would be ratified at the ensuing Annual General Meeting. The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments. 10. Internal Auditors The Board of Directors of your Company has re-appointed M/s Gaurav Gupta & Associates Cost Accountants, Delhi as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the Financial Year 2015-2016. 11. Secretarial Auditors The Board of Directors of your Company had appointed M/s. A.G.G. & Associates, Practicing Company Secretaries, as Secretarial Auditors pursuant to the provisions of Section 204 of the Companies Act, 2013. The report of the Secretarial Auditors is annexed to the report as per Annexure 'A'. Reply to the Remarks:- 1. Regarding MGT-14 for Internal Auditor Appointment:- The Company has duly appointed Mr. Gaurav Gupta & Associates as its Internal Auditor however the respective form was not filed with ROC. The Company is going to file the same very soon. 2. Regarding CS and CFO Appointment:- The Company has appointed Ms. Monica Shandilya as its Company Secretary and Mr. Arshdeep Singh Sethi as its Chief financial Officer of the Company in its board meeting held on 11th Day of August, 2015. The Rest observations and remarks are self-explanatorytherefore do not call for any further comments. 12. Share Capital The paid-up equity share capital as on 31st March, 2015 was Rs. 2.75crores. During the year under review, the company issued 659129 Equity shares of Rs 10 each @ premium of Rs 0.62 per share on preferential basis to non-promoters. As on 31st March, 2015Mr. H.S.Sethi, Chairman &Whole Time Director , Mr. A.S. Sethi,Joint Managing Director and Mrs.ParamjitKaurSethi, Executive Director of the Company holds 137950, 278920 11,12000 equity shares of the Company of the Company respectively .Further none of the other Director of the Company held shares or convertible instruments of the Company. 13. Extract of Annual return The details forming part of the Extract of Annual Return in annexed as per Annexure 'B' 14. Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo Information under Section 134 of the Companies Act, 2013 read with the rules made there under is given in Annexure 'C' forming part of this Report. 15. Corporate Social Responsibility With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by Ministry of Corporate Affairs every company having the net worth of Rs. 500 crores or more, turnover of Rs. 1000 crores or more, or net profit of Rs 5 Crore or more during any financial year have to spend at least 2% of the average net profit of the company made during the three immediately preceding financial years. As per the guidelines given above our company does not come under the stipulated category to spend any amount on the CSR activity. 16. Directors In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri H.S. Sethi., Director of the Company retires by rotation and being eligible offershimself for re-appointment rest there was no change in the Management of the Company. Brief resume of the Director seeking re-appointment, nature of their expertise in specific functional areas and the name of the Public Companies in which they hold Directorship and Chairman/ Membership of the Committees of the Board, , are given as Annexure to the Notice convening the Annual General Meeting. 17. Declaration by an Independent Director(s) The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement. 18. Board Evaluation Pursuant to provision of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance Evaluation of its own performance and the Directors individually. The manner of evaluation of Non-independent Directors, Chairman and the Board as a whole was done at a separate meeting held by Independent Directors. The performance evaluation of Independent Directors was done by the entire Board, excluding Directors being evaluated. The detailed policy has been uploaded on the website of the Company i.e. (www.ankaindia.com) 19. Meetings During the year Eight Board Meetings, Four Audit Committee meetings were convened, Two meetings of the Stakeholder relationship committee, One meeting of the Nomination and remuneration Committee and one meeting of Independent Director held for which proper notice has been given and the proceedings are recorded in the minutes thereof. The details of which are given in Corporate Governance Report. 20. Composition of Audit Committee The Board has constituted a Audit Committee, which comprises of Mr. J.P.Singh as Chairman and Mr. K.S. Mehra and Mr. P.K. Sethi as the Members. More details about Committee are given in Corporate Governance Report. 21. Vigil Mechanism AndWhistle Blower Policy Fraud free and corruption free work culture has been the core of the company's functioning. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the Company has put even greater emphasis to address this risk. To meet this objective, a Whistle Blower Policy has been laid down. The same policy as approved by the Board was uploaded on the Company website at web link www.ankaindia.com. 22. Remuneration Policy The Board has framed a policy for selection of and appointment of Directors, Senior Management and their remuneration and the same has been uploaded on the website of the Company at web link www.ankaindia.com. 23. Particulars of Loan, Guarantees and Investment Details of loans, guarantees and investment covered under Provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements. 24. Related Party transactions All related party transactions that were entered into during the financial year were on an arm's length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Person etc., which may have potential conflict with the interest of the Company at large. All related party transactions are 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 are presented before the Board and Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transactions. The Related Party Transactions Policy as approved by the Board is uploaded on the Company'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 Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable. 25. Managerial Remuneration The Company has not pay any remuneration to its director during the financial year except sitting fees to the independent directors as provided under the Corporate governance report. Hence the provisions of Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable. 26. Particulars of Employees There has been no employee during the year whose particulars pursuant to provision of the Companies Act, 2013 are required to be given. 27. Corporate Governance Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance alongwith Report on Management Discussion & Analysis Report is enclosed as a part of the Annual Report. 28. Disclosure Under Sexual Harassment Of Women At Work Place (Prevention, Prohibition and Redressal) Act, 2013 Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. There were no complaint received from any employee during the Financial Year 20142015 and hence no complaint is outstanding as on 31.03.2015 for Redressal. 28. Personnel Relations with the Employees remained cordial and harmonious throughout the year, thereby strengthening the commitment of the Employees at all level to the growth of the Company 29. Directors' Responsibility Statement Your Directors state that: a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a 'going concern' basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 30. Acknowledgement The Directors acknowledge with gratitude the co-operation extended by various agencies of the Central Government, Government of Haryana , Banks and all Business Associates during the year under review. The Board also takes this opportunity to express its deep gratitude for the continuous support received from the Shareholders and wholehearted cooperation given by the employees of the Company working at various levels. By the Order of Board Sd/-Harpreet Singh Sethi Chairman DIN:00013662 Place: Gurgaon Dated: 29.08.2015 |