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Directors Report of Anand Projects Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Seventy Ninth Annual Report together with Audited Statement of Accounts for the year ended March 31, 2014,

Current Year Previous Year 2013-2014 2012-2013 (Rs. in lacs) (Rs. in lacs)

Total Income 11732.39 4014.91

Profit before Interest & Depreciation: 2353.21 2157.25

Less:

Interest - 0.011

Depreciation 3.70 3.27

Profit before Tax 2349.51 2153.97

Provision for Current Tax 859.95 730.38

Provision for Deferred Tax - (2.50)

Less: Short Provision for earlier year now made - 2.06

Profit after Tax 1489.57 1424.03

Balance brought forward 3045.49 1621.46

Appropriations:

Transfer to General Reserve - -

Balance carried to Balance Sheet 4535.06 3045.49

OPERATIONS

The total income of the Company for the year under review is Rs.11732.39 Lakhs as compared to Rs.4014.91 Lakhs recorded in the previous year. Net Profit after tax stood at Rs.1489.57 Lakhs as compared to a Net Profit of Rs. 1424.03 Lakhs in the last year.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956 and the rules made there under.

DIVIDEND

In order to conserve resources for operational purposes, your Directors have not recommended any dividend on the equity shares for the year under review.

In terms of the Articles of Association of the Company, Mr. Aiok Kumar Gupta, Director retires at the ensuing Annual General Meeting and offers himself for re-appointment.

In view of the provisions of Section 149 of the Companies Act, 2013, the Board of your Company has proposed the appointment of Mr. S.K. Bhattar (DIN: 06479775) and Mr. Narayan Jee Jha (DIN: 05132153) as Independent Directors at the ensuing Annual General Meeting of the Company. The Company has received requisite notices in writing from the member(s) proposing Mr. S.K. Bhattar (DIN: 06479775) and Mr, Narayan Jee Jha (DIN: 05132153), far appointment as Independent Directors,

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub- section (6) of Section 149 of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that.

i) in the preparation of the annual accounts, the applicable accounting standards have bean followed along with proper explanation relating to material departures.

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give 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 the year under review.

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the annual accounts of the Company have been prepared on a going concern basis.

FUTURE OUTLOOK

As you are aware that the Company has undertaken a new line of business in the field of engineering projects execution and construction services for infrastructure projects. Your Directors are pteased to inform you that the Company has received encouraging response and is successfully executing Engineering, Procurement and Construction (EPC) services in power sector at Distt. Laiitpur (Uttar Pradesh). Your Company is highly optimistic to improve its order book substantially, by procuring further Contracts and Orders, in the forthcoming years,

M/s, Pramod & Associates, Chartered Accountants, has expressed their unwillingness for re- appointment as Statutory Auditor of the Company at the forthcoming Annual General Meeting ("AGM") of the Company.

Your directors took note of the same and hereby propose to appoint M/s R. S. Dani & Co., Chartered Accountants, Ajmer (Firm Registration No. QGQ243C) as Statutory Auditors of the Company other than the retiring auditor, in this forthcoming Annua) General Meeting.

As required under the provisions of Section 139(1) of the new Act, the Company has received a written consent from M/s. R. S. Dani & Co., Chartered Accountants to their appointment and a Certificate, to the effect that their appointment, if made, would be in accordance with the new Act and the Rules framed thereunder and that they satisfy the criteria provided in section 141 of the new Act.

The Members are requested to elect Auditors as aforesaid and fix their remuneration.

AUDITORS'' REPORT

The observations made by the Auditors in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanations to items of Section 217(3) of the Companies Act, 1956.

COMPLIANCE CERTIFICATE

A Compliance Certificate from M/s. Amit Verma & Associates, Company Secretaries u/s 383A of the Companies Act, 1956 in respect of the financial year ended March 31, 2014 is annexed to the Directors'' Report.

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, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1986, concerning conservation of energy and technology absorption respectively are not applicable to the Company,

During the year under review, there was no foreign exchange earnings and outgo.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

Your Directors are pleased to inform the investors that the Company has obtained electronic connectivity for dematerialisation of its securities and the International Securities Identification Number (1S1N) allotted to the Equity Shares of the Company by the Central Depository Services (India) Limited (CDSL), for availing the depository services with any of the Depository Participants registered with CDSL is INE134R01013. Therefore, the investors may opt for dematerialisation of securities of the Company and avail the depository services.

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 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

Sd/- Sd/- Alok Kumar Gupta S.K Bhattar Whole Time Director Director (DIN: 06555961) (DIN: 06479775)

Place : Noida Dated : August 13,2014


Mar 31, 2013

To, The Member of ANAND PROJECTS LIMITED

The Directors present their Seventy Eighth Annual Report together with Audited Statement of Accounts for the year ended March 31, 2013.

Current Year Previous Year 2012-2013 2011-2012 (Rs. in lacs) (Rs. in lacs)

Income 4014.91 30821.15

Profit / (Loss) before Interest & Depreciation: 2157.25 2376.52

Less:

Interest 0.011 0.071

Depreciation 3.27 2.22

Profit / (Loss) before Tax 2153.97 2374.23

Provision for Current Tax 730.38 775.70

Provision for Deferred Tax (2.50) 0.58

Less: Short Provision for earlier year now made 2.06

Profit / (Loss) After Tax 1424.03 1597.95

Balance brought forward 1621.46 110.64

Less: Utilised during the year for Bonus Shares Issued 87.12

Appropriations:

Transfer to General Reserve

Balance carried to Balance Sheet 3045.49 1621.46

OPERATIONS

The total income for the year under review is Rs.4014.91 Lakhs as compared to Rs.30821.15 Lakhs in the last year. The Company earned a Net Profit of Rs. 1424.02 Lakhs as compared to a net profit of Rs.1597.95 Lakhs in the last year.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS

The Board has appointed Mr. Alok Kumar Gupta and Mr. Narayan Jee Jha as Additional Directors of the Company with effect from April 30,2013 and also Mr. S.K Bhattar as Additional Director of the Company with effect from May 30, 2013. Pursuant to the provisions of Section 260 of the Companies Act, 1956 and Article 118 of the Articles of Association of the Company, Mr. Alok Kumar Gupta, Mr. Narayan Jee Jha and Mr. S.K Bhattar hold office upto the date of the ensuing Annual General Meeting. It is proposed to appoint Mr. Alok Kumar Gupta, Mr. Narayan Jee Jha and Mr. S.K Bhattar as Directors of the Company. The Notices have been received from the members pursuant to Section 257 of the Companies Act, 1956, proposing their candidature for the office of Director.

Further, The Board of Directors, on the recommendation of the Remuneration Committee and subject to the approval of Shareholders, Central Government and other authorities, as may be applicable, at its meeting held on April 30, 2013 and May 30, 2013, had unanimously approved appointment and the remuneration payable to Mr. Alok Kumar Gupta as Whole Time Director of the Company for a period of 3 years w.e.f. April 30, 2013 to April 29, 2016.

Mr. Uday Kumar and Ms. Roma Ahuja resigned from Directorship of the Company with effect from April 30, 2013 and Mr. Upendra Prasad resigned from Directorship of the Company with effect from June 27, 2013. Your Directors place on record their appreciation for the valuable and devoted services rendered by them.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management confirm that, to the best of their knowledge -

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

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give 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 the year under review;

iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the accounts on a going concern basis.

FUTURE OUTLOOK

As you are aware that the Company has undertaken a new line of business in the field of engineering projects execution and construction services for infrastructure projects. Your Directors are pleased to inform you that the Company has received encouraging response and has successfully bagged a large order for Engineering, Procurement and Construction (EPC) services in power sector. Your Company is highly optimistic to improve its order book substantially, by procuring further Contracts and Orders, in the forthcoming years.

AUDIT COMMITTEE

The Audit Committee was last reconstituted on May 30, 2013 and it comprises of Mr. Narayan Jee Jha (Chairman), Mr. Alok Kumar Gupta and Mr. S.K Bhattar. The Audit Committee met 4 times during the year under review.

REMUNERATION COMMITTEE

The Remuneration Committee was constituted on May 30,2013 which comprised of Mr. Narayan Jee Jha (Chairman), Mr. Upendra Prasad and Mr. S.K Bhattar. The Remuneration Committee met 1 time during the period under review.

AUDITORS

M/s. Pramod & Associates, Chartered Accountants, the Statutory Auditors retire at this meeting and are eligible, offer themselves for re-appointment. A certificate has been obtained from them to the effect that the appointment, if made will be in accordance with the limits specified in sub-section (1B) of Section 224 of the Companies Act, 1956. The Audit Committee and your Board recommended their re-appointment.

AUDITOR''S REPORT

The observations made by the Auditors in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanations.

COMPLIANCE CERTIFICATE

A Compliance Certificate from M/s. Amit Verma & Associates, Company Secretaries u/s 383A of the Companies Act, 1956 in respect of the financial year ended March 31, 2013 is annexed to the Directors.

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, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively are not applicable to the Company.

During the year under review, there was no foreign exchange earnings and outgo.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

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 with the activities of the Company.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place ¦ Noida Alok Kumar GuPta Narayan Jee Jha

Dated : August 13, 2013 (Whole Time Director) (Director)


Mar 31, 2012

The Directors present their Seventy-Seventh Annual Report together with Audited Statement of Accounts for the year ended March 31, 2012.

Current Year Previous Year 2011-2012 2010-2011 (Rs. in lacs) (Rs. in lacs)

Income 30,821.51 162.19

Profit / (Loss) before Interest & Depreciation: 2,376.52 156.86

Less: Interest 0.071 -

Depreciation 2.22 0.06

Profit / (Loss) before Tax 2,374.23 156.80

Provision for Current Tax 775.70 -

Provision for Deferred Tax 0.58 50.19

Profit / (Loss) After Tax 1,597.95 106.61

Balance brought forward 110.64 4.03

Less.Utilised during the year for Bonus Shares issued 87.12 - Appropriations:

Transfer to General Reserve - -

Balance carried to Balance Sheet 1,621.46 110.64

OPERATIONS

The total income for the year under review is Rs.30,821.51 Lakhs as compared to Rs. 162.19 Lakhs in the last year. The Company earned a Net Profit of Rs.1,597.95 Lakhs as compared to a Net Profit of Rs.106.61 Lakhs in the last year. '

CHANGE IN CAPITAL STRUCTURE

During the year under review, the Shareholders have approved increase in the Authorised Share Capital of the Company from Rs.6,00,000/- to Rs.25,00,00,000/- by creation of additional 2,49,40,000 Equity Shares of Rs.10/- each through Postal Ballot, results of which were declared on May 27, 2011.

Also, in the Seventy-Sixth Annual General Meeting of the Shareholders held on July 20, 2011, the Company has reclassified its Authorized Share Capital of the Company into 2,00,00,000 Equity Shares of Rs.10/- each and 5,00,000 Preference Shares of Rs.100/- each.

Subsequently, the Company has issued and allotted 8,82,385 Equity Shares of Rs.10/- each as Bonus Shares in the proportion of seventeen new fully paid Equity Shares for every one Equity Share of Rs.10/- each by capitalizing the Reserves aggregating to Rs.88,23,850/- pursuant to approval of Members obtained at Extraordinary General Meeting held on October 10,2011. The Bonus Equity Shares issued and allotted as above are listed and admitted to dealings on the Bombay Stock Exchange Limited.

CHANGE OF REGISTERED OFFICE OF THE COMPANY

During the year under review, the Shareholders of the Company has passed the special resolution for shifting its registered office from the State of Maharashtra to the State of Uttar Pradesh pursuant to the provisions of Section 17 read with Section 146(2) and other applicable provisions, if any, of the Companies Act, 1956 through postal ballot, results of which were declared on July 30, 2011. Subsequently, the Company Law Board, Western Region Bench, Mumbai, passed the order confirming the transfer of the Registered Office on December 14, 2011.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS

As per the Articles of Association of the Company, Mr. Upend Prasad, retires by rotation and being eligible, offers himself for re-appointment, which your Directors consider to be in the interests of the Company and therefore commend it for your approval.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management confirm that, to the best of their knowledge -

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

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give 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 the year under review;

iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Upendra Prasad (Chairman), Ms. Roma Ahuja and Mr. Uday Kumar. The Audit Committee met 4 times during the year under review.

AUDITORS

M/s. Pramod & Associates, Chartered Accountants, the Statutory Auditors retire at this meeting and are eligible, offer themselves for re-appointment. A certificate has been obtained from them to the effect that the appointment, if made will be in accordance with the limits specified in sub- section (1B) of Section 224 of the Companies Act, 1956. The Audit Committee and your Board recommended their re-appointment.

AUDITOR'S REPORT

The observations made by the Auditors in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanations.

COMPLIANCE CERTIFICATE

A Compliance Certificate from M/s. Chandanbala Jain & Associates, Company Secretaries u/s 383A of the Companies Act, 1956 in respect of the financial year ended March 31, 2012 is annexed to the Directors' Report.

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, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively are not applicable to the Company.

During the year under review, there was no foreign exchange earnings and outgo.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

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 with the activities of the Company.

For and on behalf of the Board of Directors of ANAND PROJECTS LIMITED

Uday Kumar Upendra Prasad (Director) (Director)

Place : Noida

Date : August 07, 2012


Mar 31, 2010

The Directors present their Seventy-Fifth Annual Report together with Audited Statement of Accounts for the year ended March 31, 2010.

Current Year Previous Year

2009-2010 2008-2009

(Rs. in lacs) (Rs. in lacs)

Income 0.96 0.89

Profit / (Loss) before Interest & Depreciation: (0.12) (0.12)

Less:

Interest - - Depreciation 0.03 0.05

Profit / (Loss) before Tax (0.15) (0.17)

Provision for Current Tax

Provision for Deferred Tax 0.01 (0.03)

Less: Short Provision for earlier year now made (3.62) -

Profit/(Loss) After Tax (3.76) (0.20)

Balance brought forward 7.79 7.99

Appropriations:

Transfer to General Reserve - -

Balance carried to Balance Sheet 4.03 7.79

OPERATIONS

The total income for the year under review is Rs.0.96 Lakhs as compared to Rs.0.89 Lakhs in the last year. There is a net loss of Rs.3.76 Lakhs as compared to a net loss of Rs. 0.20 Lakhs in the last year.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits under the provisions of Section 58A of the Companies Act, 1956 and the rules made there under.

DIRECTORS

Mr. Shyam Sunder Sawna was appointed as an Additional Director with effect from July 29, 2009 and also this appointment was confirmed by the members in the 74,h Annual General Meeting.

Mr. Sumit Bohra resigned from Directorship of the Company with effect from July 29, 2009. Your Directors place on record their appreciation for the valuable and devoted services rendered by him.

As per the Articles of Association of the Company, Mr. Hemant Panpalia, retires by rotation and being eligible, offers himself for re-appointment, which your Directors consider to be in the interests of the Company and therefore commend it for your approval.

DIRECTORS* RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors based on the representations received from the Operating Management confirm that, to the best of their knowledge -

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

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the year under review;

iii) the Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Hemant Panpalia (Chairman), Mr. Sunil Kumar Avasthi and Mr. Shyam Sunder Sawna. The Audit Committee met 4 times during the year under review.

AUDITORS

M/s. Pramod & Associates, Chartered Accountants, the Statutory Auditors retire at this meeting and are eligible, offer themselves for re-appointment. A certificate has been obtained from them to the effect that the appointment, if made will be in accordance with the limits specified in sub-section (1B) of Section 224 of the Companies Act, 1956. The Audit Committee and your Board recommended their re-appointment.

AUDITORS REPORT

The observations made by the Auditors in their report are appropriately dealt with in the notes forming part of the accounts for the year which are self-explanatory and hence do not require any further explanations.

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, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, concerning conservation of energy and technology absorption respectively are not applicable to the Company.

During the year under review, there was no foreign exchange earnings and outgo.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not given, as there were no employees drawing remuneration prescribed under the said section.

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 with the activities of the Company.

For and on behalf of the Board of Directors

Hemant Panpalia

Mumbai, May 28, 2010 Chairman



 
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