Your Directors have pleasure in presenting their 30th Annual Report of your Company together with Annual AuditedFinancial Statements and Auditors' Report for the year ended 31st March, 2024.
During the year under review, performance of the company as under:
PARTICULARS
Year Ended31st March, 2024
Year Ended31st March, 2023
Total Income
65.63
25.76
Total Expenditure before Depreciation & Tax
51.45
80.10
Profit/(Loss) before Depreciation & Tax
14.18
(54.34)
Depreciation
45.77
88.73
Tax
(5.88)
(21.73)
Net Profit/(Loss) for the year after Dep & Tax
(37.47)
(164.80)
Your Company has made net loss of Rs. 37.47 Lacs during the year 2023-24 as compared to the net loss of Rs. 164.80Lacs during the previous year. Directors are making sincere efforts to increase the profit of the Company.
As the Plant of Company is not running so during the year the Company has not processed green pea. There is lot ofscope in food process industry and your management is making sincere effort to capitalize it. Further the Board of yourcompany is also looking for other available options which are in the best interest of the company. The Board of theCompany may also diversify the business of the Company which is in the best interest of the company & stakeholders.
The Board of Directors has decided not to recommend any amount of dividend with a view to conserve resources.TRANSFER TO RESERVES
The Board of Directors of the Company has decided not to propose any amount to carry any reserves in the BalanceSheet
The company has not invited any deposits from public during the year under review.
There are no significant and material order passed by regulators or courts or tribunals impacting the going concern statusand company's operations in future.
There was no material change and commitment affecting the financial position of the company in the financial year ended31st March, 2024 to which the financial statement relates and the date of the report
During the year under review 5 (Five) Board Meeting were held the details of which is furnished in "Corporate GovernanceReport" forming part of this Annual Report. The maximum gap between any two consecutive meetings did not exceed 120days as prescribed under the Companies Act, 2013.
The Board has duly constituted the Audit Committee and other Committees which are mandatory for your company.Details of which is furnished in "Corporate Governance Report" forming part of this Annual Report.
During the year no business was transected through Postal Ballot.
There is no change in the nature of Business of the Company.
The Company has received necessary declaration from each Independent Director under section 149 (7) of the companiesAct, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 andRegulation 16 of the SEBI (Listing obligations & Disclosures Requirements) Regulations, 2015. During the year onemeeting of Independent Directors was held as Schedule IV of the Companies Act, 2013 under the chairmanship ofIndependent Director. As required under Schedule IV of the Companies Act, 2013 and Regulation 25(7) of the SEBI(Listing obligations & Disclosures Requirements) Regulations, 2015 the company regularly familiarize it's IndependentDirector with their role, rights, responsibilities, etc.
During the Year under review, as on 31st March, 2024, your Company had Four (4) Directors, which include One (1)Executive Director, One (1) Non-Executive Director, One (1) Non-Executive - Independent Woman Director and One (1)Independent Directors.
Mr. Dhruv Sharma (DIN: 07844050) who retires by rotation at the ensuing Annual General Meeting and, being eligible,offers himself for re-appointment. As per Regulation 36(3) of the SEBI (Listing Obligations & Disclosures Requirement)Regulations, 2015 the particulars of reappointments of Mr. Dhruv Sharma are given in the notice of Annual GeneralMeeting.
As on 31.03.2024 Mr. Mehinder Sharma, Managing Director Mr. Sanjeev Kumar, CFO and Mr. Umesh Kumar, CompanySecretary are the KMP as per the provisions of Companies Act, 2013.
However, After closure of the Financial Year, on the recommendation of Nomination and Remuneration Committee, Mr.Anubhav Gumber (DIN: 10735997) and Ms. Shatakshi Vashistha (DIN: 10738920) have been appointment as Directors(Non-Executive Independent) of the Company w.e.f. 29.08.2024
However, after closure of Financial Year Mr. Sidhpat Rai Sahore and Ms. Kamal Saib, Directors of the Company has beenresigned from the Company w.e.f. 29.08.2024.
NOMINATION AND REMUNARATION POLICY a policy on Directors Appointment and remuneration including criteria fordetermining qualifications, positive attributes, independence of a director and other matters provided under sub section3 of Section 178 of the companies Act, 2013. is annexed herewith ANNEXURE-I and forming part of this Report.
Evaluation of all Board members is done annually. The evaluation is done by board, Nomination and Remunerationcommittee and Independent Directors with specific focus on performance and effective functioning of board andindividual directors. Criteria for evaluation of board as a whole includes frequency, length, transparency, flow ofinformation, administration and disclosure of board meetings held. Individual directors can be evaluated on the basis oftheir ability to contribute good governance practices, to address top management issues, long term strategic planning,individually time spent, attendance & membership in other committees, core competencies and obligation fiduciaryresponsibilities, etc.
Pursuant to Section 134 (5) of the Companies Act, 2013 the Board of Directors, to the best of knowledge and ability,confirms that:
1. in the preparation of the annual accounts, the applicable accounting standards have been followed along withproper explanation relating to material departures;
2. the Directors had selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the companyat the end of the financial year ending on March 31, 2024 and profit and loss of the company for that period;
3. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;
4. the Directors had prepared the annual accounts on a going concern basis;
5. the Directors had laid down internal financial controls for the company which are adequate and are operatingeffectively;
6. the Directors had devised proper system to ensure compliance with the provisions of all applicable laws andsuch systems were adequate and operating effectively.
The particulars of Loans, guarantees & investments under section 186 of the Companies Act, 2013 have been disclosedin the Balance Sheet.
The Details of the all these Committees are given in Report on Corporate Governance as annexed as ANNEXURE-V andforming part of this Report.
In accordance with section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration)Rules, 2014, the draft annual return in e-form MGT-7 for financial year 2023-24 has been uploaded on Company'swebsite www.ansfoods.com Members may also note that the annual return being uploaded on the website is a draftand the final annual return will be uploaded after the same is filed with the Ministry of Corporate Affairs (MCA).
No Company has become or ceased to be its subsidiary, joint ventures or associate Company during the year 2023-24.LISTING OF SECUTIRIES OF THE COMPANY
The Shares of the Company is listed with Bombay Stock Exchange and Annual Listing fee of Bombay Stock Exchangehas been paid.
Provisions relating to Corporate Social Responsibility under Section 135 is not applicable to the company.
The company has no subsidiary, joint ventures or associate Company so this disclosure is not applicable.
In accordance with the requirement of 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies(Accounts) Rules, 2014, your directors furnish hereunder the additional information as required:
Company is depend on State Electricity Board and its own DG set for power supply.
The Company is making efforts to absorb latest technology in the plant. Your Company has not undertaken any research& development activity.
During the year there is no earning and outgo of foreign exchange.
There is no change in the share capital of the company during the year under review.
As required under Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and Remunerationof Managerial Personnel) Rule, 2014, the ratio of remuneration of each director to the median employee's remunerationand other details are annexed as ANNEXURE-II and forming part of this Report.
Your company is not paying any remuneration to its Managing Director or other Directors.
There is no employee drawing Remuneration of Rs. 60.00 Lacs or more in a financial year or drawing a remuneration ofRs. 5.00 Lacs per month Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule,201 4.
All the related party transactions (if any) are entered on arm's length basis and in the ordinary course of business. All thetransactions are in compliance with the applicable provisions of the relevant act and SEBI (Listing Obligation anddisclosures Requirements) Regulations, 2015. There was no related party transactions which may have potentialconflict with the interest of the company. During the year Company has not entered into any Related Party Transaction.
Although it is not mandatory, but the company has developed and adopted a risk management policy as a measure ofgood governance The Details of its Committee are given the Corporate Governance Report .The Policy identifies allperceived risks which might impact the operations of the company. The company is taking appropriate measure toachieve proper balance between risks and rewards.
As required under Regulation 22 of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 read withSection 177(9) of the Companies Act, 2013 & Rules made there under, the company has established a Vigil Mechanismfor their Directors and Employees to report their genuine concerns or /grievances.
The mechanism also provides for adequate safeguard against victimization of Employees and directs persons who availof the mechanism and make provisions for direct access to the Managing Director.
The Management Discussion and analysis as required under Regulation 34(2) of SEBI (Listing Obligations and DisclosuresRequirement) Regulations, 2015 is annexed as ANNEXURE-III
The Company has zero tolerance for sexual harassment of women at its workplace and adopted a policy for preventionof Sexual Harassment of Women at workplace and has formed a Committee for implementation of said policy. Nocomplaint of sexual harassment was received during the year.
The Company has an internal control system, commensurate with the size, scale and complexity of its operation, thescope and authority of the internal audit function is well defined in the organization.
To maintain its objectivity and independence, Internal Audit function is laid before the Audit committee of the Board.
Based on the report of the Internal Audit & Audit Committee observation, corrective actions are undertaken by therespective department and thereby strengthen the controls.
M/s DMARKS & Associates, Chartered Accountants, New Delhi (Firm Regn. No.-06413N) was appointed as StatutoryAuditor of the Company, in the 28th Annual General Meeting of the Company for a period of five (5) years who will holdoffice until the conclusion of 33rd Annual General Meeting.
The Auditors in their report have referred to the notes forming parts of the accounts .the said notes are self explanatoryand do not contain any qualification ,reservation and remark or disclaimer and also no offence or fraud was reported bythe Auditors under Section 143(12) of the Companies Act, 2013 Companies Act, 2013.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rule 2014, The Board of Directors of the Company has appointed Mr. Anuj GuptaProp. of M/s. Anuj Gupta & Associates (Company Secretaries) bearing CP No. 13025 to undertake the Secretarial Auditof the Company. A Report on Secretarial Audit in Form MR-3 is annexed as ANNEXURE-IV and forming part of this report.
Pursuant to SEBI Circular No.CIR/CFD/CMDI/27/2019 dated 8th February, 2019 your company has submitted the SecretarialCompliances Report Not applying on the Company.
Auditors' Report on Annual Accounts & Secretarial Audit Report of the company are self explanatory and do not containany reservation, qualification & adverse remark or disclaimer made by Statutory Auditor and Secretarial Auditor so nocomment or explanation is required by Board.
Pursuant to the provisions of the Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rule2014, the company has appointed M/s. Rajesh Umashankar & Co (Chartered Accountants) as Internal Auditor of theCompany.
Your company is not required to maintain cost audit records as specified by the Central Government.
Your directors confirm that the Secretarial Standards as issued by the Institute of Company Secretaries of India havebeen complied with.
During the period the relations with all employees of the company were cordial and congenial atmosphere prevailed .yourdirectors appreciate the devoted services rendered by the employees of the Company.
In term of requirements of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,a separate Report on Corporate Governance together with Auditors' Certificate regarding compliances of the conditionsof Corporate Governance are annexed as ANNEXURE V and forming part of this report.
Your Directors wish to convey their thankful appreciation for the constant and enthusiastic support of the Company'sCustomers, Shareholders, Suppliers, Bankers and the State & Central Governments without which the Company wouldnot have been able to accomplish whatever it has actually attained.
Your Directors also take this opportunity to express their appreciation of the earnest efforts put in by the employees atall levels in achieving the corporate objectives.
(Mehinder Sharma) (Dhruv Sharma)
Date : 29 08 2024 Managing Director Director
Place : New Delhi DIN: 00036252 DIN: 07844050