To,
The Members,
ANNA INFRASTRUCTURES LIMITED
Your Directors have the pleasure of presenting the Thirty Third Annual
Report of the Company on the business and operations of the Company, together with Audited
Statement of Accounts for the year ended March 31, 2025.
1. FINANCIAL HIGHLIGHTS
The Company's performance during the financial year ended March
31, 2025 as compared to the previous financial year is summarized as below:
|
Current Year ended 31/03/2025 |
Previous Year Ended 31/03/2024 |
| Revenue from Operations before tax, interest &
depreciation |
186.06 |
168.28 |
| Less: Depreciation |
7.86 |
7.92 |
| Less: Finance Charges |
0.97 |
0.83 |
| Profit/Loss Before Tax |
66.49 |
78.55 |
| Provision for Tax |
17.17 |
18.90 |
| Profit After Tax |
49.31 |
59.64 |
Notes:
1. The above figures have been extracted from the audited standalone
and consolidated financial statements as per Indian Accounting Standard (IND-AS). 2.
Previous year figures have been regrouped/rearranged wherever necessary.
2. RESULTS OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS
During the year under review, your Company's total revenue stood
at Rs. 186.06 Lac as at 31st March, 2025 as compared to Rs. 168.28 Lac as at 31st
March, 2024. The Company is engaged in the activities of Lands for Real Estate
Development. On the real estate development front, the Company develops residential,
commercial, & social infrastructure projects. There was no change in the nature of
business of the Company, during the year under review.
3. DIVIDEND
Considering the market conditions, Company's performance was good
during the year under review, but the Company wants to invest as much as possible into
further growth so your Directors has recommended not to pay any dividend for the year
under review.
4. TRANSFER TO RESERVES
It is not proposed to transfer any amount to reserves out of the
profits earned during financial year ended 2024-25.
5. SHARE CAPITAL
The authorized share capital of the Company as on March 31, 2025 was
Rs. 5,00,00,000/- (Rupees Five Crore Only) consisting of Rs. 5,00,00,000 (Rupees Five
Crore only) consisting of 5,00,000 (Five Lakhs Only) Equity Shares of Rs. 10/- each.
The issued, subscribed and paid capital of the Company, as on March 31,
2025, is Rs. 3,80,00,000/- (Rupees Three Crore Eighty Lakhs Only) consisting of Rs.
3,80,00,000/- (Rupees Three Crore Eighty Lakhs Only) comprising Rs. 38,00,000/- (Rupees
Thirty Eight Lakhs Only) equity shares of Rs. 10/- each, fully paid up. During the year
under review, there was no change in the capital structure of the Company. During the year
under review, the Company has neither issued shares with Deferential Voting Rights nor
granted Stock Options nor Sweat Equity.
6. DEMATERIALISATION OF SHARES
As on March 31, 2025, 94.11% of the Company's total equity paid up
capital representing 3576363 equity shares are held in dematerialized form. SEBI (LODR)
Regulations, 2015 mandates that the transfer, transmission etc., shall be carried out in
dematerialized form only. The Company has directly sent intimation to shareholders who
hold shares in physical form advising them to get their shares dematerialized.
7. LISTING OF SHARES
The Company's equity shares are listed at the BSE Limited (the
stock exchange). The annual listing fee for the year 2025-26 has been paid to stock
exchange.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
A. DIRECTORS
Pursuant to the provisions of section 149 of the Act, Mr. Rhythm Garg,
Mr. Vivek Agarwal, Mrs. Nidhi Jalan and Mr. Prashant Surana are Non-Executive Independent
directors of the Company as on 31/03/2025. They have submitted a declaration that each of
them meets the criteria of independence as provided in section 149(6) of the Act and
Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Rakesh Kumar Mittal, Director of the Company,
retires by rotation at the ensuing Annual General Meeting and being eligible, have offered
himself for re-appointment. The Board recommends his re-appointment for the consideration
of the Members of the Company at the Annual General Meeting. During the year, the
non-executive directors of the Company had no pecuniary relationship or transactions with
the Company, other than the sitting fees, commission and reimbursement of expenses
incurred by them for the purpose of attending meetings of the Company. Mrs. Kusum Singhal
has retired as Independent Directors (w.e.f 31.03.2025) on account of completion of 2
consecutive tenures of 5 years each. The brief profile of Mr. Rakesh Kumar Mittal, along
with details as regards his expertise, other directorships, and membership in committees
of other companies and shareholding in the Company are annexed as Annexure - I to the
notice of AGM in accordance applicable provisions of SEBI Regulations and the Companies
Act, 2013. The Board has carried out performance evaluation of all its Independent
Directors and is of the opinion that all the Independent Directors of the Company are
competent and eligible to continue as Independent Directors of the Company. All of the
Directors of the Company have confirmed that they are not disqualified under provisions of
Section 164 of the Companies Act, 2013 from being appointed / continue to hold position of
Directors of the Company.
B. KEY MANAGERIAL PERSONNEL
As on March 31, 2025, the Company has following Key Managerial
Personnel as per the definition of Section 2(51) read with Section 203 of the Companies
Act 2013: -
| NAMES |
DESIGNATION(S) |
| 1. Mr. Ashok Mittal |
Chairman and Director |
| 2. Mrs. Deepa Poptani |
Chief Financial Officer |
| 3. Mrs. Ayesha Jain Mahajan |
Company Secretary and Compliance Officer |
9. INDEPENDENT DIRECTORS
In terms of Section 149 of the Companies Act, 2013 and the SEBI (LODR)
Regulations,2015, Mr. Vivek Agarwal, Mr. Rhythm Garg, Mr. Prashant Surana, and Mrs. Nidhi
Jalan are the Independent Directors of the Company as on the end of Financial year. All
Independent Directors of the Company have given declarations under Section 149(7) of the
Act, that they meet the criteria of independence as laid down under Section 149(6) of the
Act and regulations 16(1)(b) of the SEBI (LODR) Regulations,2015.
In terms of Regulation 25(8) of the SEBI (LODR) Regulations, 2015, the
Independent Directors have confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgment and without
any external influence. The Independent Directors of the Company have undertaken that they
have registered themselves with the
Independent Director's Database maintained by the Indian Institute
Corporate Affairs (IICA) and possess proficiency certificates. In the opinion of the
Board, the Independent Directors possess the requisite expertise and experience and are
persons of high integrity and repute. They fulfill the conditions specified in the Act as
well as the Rules made thereunder and are independent of the management.
10. NUMBER OF MEETINGS OF THE BOARD
During the financial year ended March 31, 2025, 07 (Seven) meetings of
the Board were held, as follows:
| Dates of board meeting |
Board strength |
No. of directors present |
| 1. 29.05.2024 |
7 |
7 |
| 2. 31.07..2024 |
7 |
7 |
| 3. 13.08.2024 |
7 |
7 |
| 4. 27.08.2025 |
7 |
7 |
| 5. 14.11.2025 |
9 |
9 |
| 6. 14.02.2025 |
9 |
9 |
| 7. 31.03.2025 |
9 |
9 |
*The maximum time gap between two meetings was not more than 120 days.
11. COMMITTEES OF THE BOARD:
Board Committees:-
The Company has 3 Board Level Committees. All decisions and
recommendations of the Committees are placed before Board for information and approval.
The role and composition of these Committees, including the number of meetings held during
the financial year and the related attendance, are provided below: A. Audit Committee B.
Nomination & Remuneration Committee
C. Stakeholder's Relationship Committee.
A. Audit Committee
The composition, quorum, powers, role and scope are in accordance with
Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the SEBI
(LODR) Regulations, 2015. Mr. Rhythm Garg, Non Executive Independent Director is the
Chairperson of the Audit Committee. The other members of the Audit Committee include Mr.
Rakesh Kumar Mittal, Mr. Vivek Agrawal and Mr. Prashant Surana. All the recommendations
made by the Audit Committee were accepted by the Board. During the financial year ended
March 31, 2025, 4 (Four) meeting of the Audit Committee were held, as follows:
| Dates of board meeting |
Committee strength |
No. of Members present |
| 1. 29.05.2024 |
3 |
3 |
| 2. 13.08.2024 |
3 |
3 |
| 3. 14.11.2024 |
4 |
4 |
| 4. 14.02.2025 |
4 |
4 |
B. Nomination & Remuneration Committee
The composition, quorum, powers, role and scope are in accordance with
Section 178 of the Companies Act, 2013 and the provisions of Regulation 19 of the SEBI
(LODR) Regulations, 2015. Mr. Vivek Agarwal, Non Executive Independent Director is the
Chairperson of the Nomination & Remuneration Committee. The other members of the
Nomination & Remuneration Committee include Mr. Rakesh Kumar Mittal and Mrs. Kusum
Singhal. During the financial year ended March 31, 2025, 3 (Three) meeting of the
Nomination & Remuneration Committee was held as follows:
| Dates of board meeting |
Committee strength |
No. of Members present |
| 1. 29.05.2024 |
3 |
3 |
| 2. 31.07.2024 |
3 |
3 |
| 3. 31.03.2025 |
3 |
3 |
C. Stakeholders' Relationship Committee
The composition, quorum, powers, role and scope are in accordance with
Section 178 of the Companies Act, 2013 and the provisions of Regulation 20 of the SEBI
(LODR) Regulations, 2015. Mr. Rhythm Garg, Non Executive Independent Director is the
Chairperson of the Stakeholders' Relationship Committee. The other members of the
Stakeholders' Relationship Committee include Mr. Ashok Mittal and Mr. Anil Kumar
Agrawal. During the financial year ended March 31, 2025, 3 (Three) meeting of the
Nomination & Remuneration Committee was held as follows:
| Dates of board meeting |
Committee strength |
No. of Members present |
| 1. 29.05.2024 |
3 |
3 |
| 2. 27.08.2024 |
3 |
3 |
| 3. 31.03.2025 |
3 |
3 |
- There were no pending share transfers/ investors' complaints as
on March 31, 2025.
12. ATTENDANCE OF DIRECTORS
| Name of Director |
No. of Board Meetings attended |
No. of Audit Committee Meetings Attended |
No. of Nomination and Remuneration
Committee Meetings Attended |
No. of Stakeholder Relation Committee
Meetings Attended |
| 1. Mr. Ashok Mittal |
7 |
- |
- |
3 |
| 2. Mr. Anil Kumar Agarwal |
7 |
- |
- |
3 |
| 3. Mr. Rakesh Kumar Mittal |
7 |
4 |
3 |
- |
| 4. Mr. Ramesh Chand Agarwal |
7 |
- |
- |
- |
| 5. Mr. Rhythm Garg |
7 |
4 |
- |
3 |
| 6. Mrs. Kusum Singhal |
7 |
- |
3 |
- |
| 7. Mr. Vivek Agarwal |
7 |
4 |
3 |
- |
| 8. Mrs. Nidhi Jalan |
3 |
- |
- |
- |
| 9. Mr. Prashant Surana |
3 |
2 |
- |
- |
13. MEETINGS OF INDEPENDENT DIRECTORS
The Company's Independent Directors meet at least once in every
financial year without the presence of Executive Directors or management personnel. Such
meetings are conducted informally to enable Independent Directors to discuss matters
pertaining to the Company's affairs and put forth their views to the Lead Independent
Director. The Lead Independent Director takes appropriate steps to present Independent
Directors' views to the Chairman and
Managing Director. One meeting of Independent Directors was held during
the year i.e. on 31st March, 2025, which was attended by the following
Independent Directors:
1. Mr. Rhythm Garg
2. Mr. Vivek Agarwal
3. Mrs. Kusum Singhal
4. Mr. Prashant Surana
5. Mrs. Nidhi Jalan
14. STATUTORY DISCLOSURES
None of the Directors of your Company is disqualified for the financial
year 2024-25 as per the provisions of Section 164 and 167 of the Companies Act, 2013 Act.
The Directors of the Company have made necessary disclosures as required under various
provisions of the Companies Act, 2013 and the SEBI (LODR), Regulations 2015.
15. PUBLIC DEPOSITS
During the year under review, your Company did not invite /accept any
deposits from public in terms of provisions of Section 73 of the Companies Act, 2013, read
with the Companies (Acceptance of Deposits) Rules, 2014 and no amount on account of
principal or interest on deposits from public was outstanding as on the date of the
balance sheet. Pursuant to the Companies (Acceptance of Deposits) Rules, 2014, the Company
has filed requisite annual return in e-Form DPT-3 for outstanding receipt of money/loans
which are not considered as deposits for financial year ended March 31, 2025 with the
Registrar of Companies (ROC).
16. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES
PROVIDED
Particulars of loans, investments, guarantees etc. covered under the
provisions of Section 186 of the Companies Act, 2013 and Regulation 34(3) read with
Schedule V of the SEBI (LODR) Regulations, 2015 are mentioned in the notes forming part of
the Financial Statements.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the year under review, the Company entered into the transactions
with related parties as defined under Section 2(76) of the Companies Act, 2013 read with
Companies (Specification of Definitions Details) Rules, 2014 and provisions of the SEBI
(LODR) Regulations, 2015, all of which were entered in the ordinary course of business and
at arm's length basis. However, no materials related Party Transactions were entered
into by the Company which might have any potential conflict with the interests of the
Company.
During the year under review, all Related Party Transactions were
prior-approved by the Audit Committee. All repetitive Related Party Transactions along
with the estimated transaction value and terms thereof were approved by the Audit
Committee under "Omnibus Approval" before the commencement of financial year and
thereafter reviewed them quarterly. The Board also reviewed and approved the transactions
with related parties on the recommendation of the Audit Committee. The details on Related
Party Transactions as per Indian Accounting Standard (IND AS) - 24 are set out in Note No.
30 to the Standalone Financial Statements forming a part of this Annual Report.
The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure- I
to this report.
18. RISK MANAGEMENT COMMITTEE
The Company has not constituted the risk management committee in
accordance with Section 134 (3) (n) of the Companies Act, 2013 as the said provision is
not applicable to the Company.
19. VIGIL MECHANISM/ WHISTLE BLOWER COMMITTEE
The Company has established a "Vigil Mechanism" for its
employees and directors, enabling them to report any concerns of unethical behavior,
suspected fraud or violation of the Company's code of conduct. To this effect the
Board has adopted a "Whistle Blower Policy" which is overseen by the Audit
Committee. The policy provides safeguards against victimization of the whistle blower.
Employees and other stakeholders have direct access to the Chairman of the Audit Committee
for lodging concern if any, for necessary action. The details of such policy are available
on the website of the Company and can be accessed at www.annainfrastructures.com. During
the year under review, there were no complaints received under the mechanism.
20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE
COMPANY
There were no material changes and commitments affecting the financial
position of the Company which occurred between the end of the financial year to which the
financial statements relate and the date of the report.
21. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, there were no significant and material
orders passed by any regulators/courts/tribunals that could impact the going concern
status and the Company's operations in future.
22. INDUSTRIAL RELATIONS
The industrial relations remained cordial and peaceful throughout the
year in the Company. The Directors wish to place on record their appreciation for the
contribution of the workers and officers of the Company at all level.
23. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars required under Section 134 (3) (m) of the Companies Act,
2013 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board
of Directors) Rules, 1988 are given as under:
1. CONSERVATION OF ENERGY
I. Steps taken or impact on conservation of energy.
The company remains in constant pursuit to carry out its activities in
an environment friendly manner as well as to reduce the consumption of energy. This is
monitored regularly and suitable actions are implemented wherever needed & feasible.
II. The steps taken by the company for utilizing alternate source of
energy.
The Company takes adequate measures in conserving energy in all its
activities.
III. Capital Investment on energy conservation equipment's: NIL
2. TECHNOLOGY ABSORPTION
The Company strives continuously to use the updated technology in all
its activities.
3. FOREIGN EXCHANGE EARNINGS AND OUTGO Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL
24. REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
EMPLOYEES
The Company has constituted a Nomination and Remuneration Committee in
accordance with the requirements Section 178 of the Companies Act, 2013 read with the
Rules made thereunder and Regulation 19 of the SEBI (LODR) Regulations, 2015. The details
relating to the Committee are given in the Corporate Governance section forming a part of
the Board Report. The details of the remuneration of directors, key managerial personnel
and employees in terms of Section 197(12) read with Companies (Appointment and
Remuneration Managerial Personnel) 2014 are provided as under to this report.
The details of the remuneration/ compensation of the Executive and
Non-Executive Directors for the year ended March 31, 2025 is as follows:
| Name |
Salary |
Allowance |
Sitting Fees |
Commission |
| Executive Director |
|
|
|
|
| Mr. Anil Kumar Agarwal |
8,40,000 |
- |
- |
- |
| Non-Executive Director |
|
|
|
|
| Mr. Ramesh Chand Agarwal |
- |
- |
3500 |
- |
| Mr. Vivek Agarwal |
- |
- |
7000 |
- |
| Mr. Rhythm Garg |
- |
- |
7000 |
- |
| Mrs. Kusum Singhal |
- |
- |
5000 |
- |
| Mr. Rakesh Kumar Mittal |
- |
- |
7000 |
- |
| Mr. Ashok Mittal |
- |
- |
5000 |
- |
| Mr. Prashant Surana |
- |
- |
2500 |
|
| Mrs. Nidhi Jalan |
- |
- |
1500 |
|
| KMP'S |
|
|
|
|
| Deepa Poptani (CFO) |
2,04,000 |
|
|
|
| Ayesha Jain Mahajan (CS and Compliance Officer) |
3,84,000 |
|
|
|
- The Company does not have a scheme for stock options either for the
Directors or the employees.
- The aforesaid sitting fees are within the limits prescribed under the
Companies Act, 2013.
25. AUDITORS AND AUDITORS' REPORT
A. Statutory Auditors
In terms of Section 139 of the Companies Act, 2013, M/s Manish Goyal
& Co., Chartered Accountants have been appointed as Statutory Auditor of the Company
in the 30th Annual General Meeting held on August 22, 2022 for 5 years and same
was confirmed by the Shareholders at 30th Annual general Meeting pursuant to
Section 40 of the Companies (Amendment) Act, 2017 as notified by Ministry of Corporate
Affairs vide its notification dated May 7, 2018.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made thereunder, with the consent of the members of the Company be and is hereby
accorded for appointment of M/s Satyendra Sharma & Associates, a Peer Reviewed
Practicing Company Secretaries, Agra (FCS No.5476 & CP No.4843), as the Secretarial
Auditors of the Company for a term of five (5) consecutive financial years
("FY") from FY
2025-26 to FY 2029-30, for conducting the audit of secretarial and such
other records of the Company under the Companies Act, 2013 and SEBI LODR at such
remuneration plus applicable taxes and reimbursement of out-of-pocket expenses, etc., as
may be mutually agreed between the Board of Directors of the Company and the Secretarial
Auditor.
C. Internal Auditors
In accordance with the provisions of Section 138 of the Companies Act,
2013 and Rules framed thereunder, your Company has appointed Mr. Atul Kakkar, Chartered
Accountant, Proprietor, as the Internal Auditors of the Company and takes his suggestions
and recommendations to improve and strengthen the internal control systems. His scope of
work includes review of operational efficiency, effectiveness of systems & processes,
compliances and assessing the internal control strengths in all areas.
The Audit Committee reviews adequacy and effectiveness of the
Company's internal control environment and monitors the implementation of audit
recommendations including those relating to strengthening of the Company's risk
management policies and systems.
D. COST AUDITORS
In terms of the provisions of Section 148 of the Companies Acts, 2013
read with the Rules made there under, the provisions of maintenance of cost records and
the provisions of cost audit are not applicable to your Company.
E. AUDITORS' REPORT
a) The Auditors' Reports for the financial year 2024-25 does not
contain any qualification, reservation or adverse remark. Further, the report read
together with the notes on accounts are self explanatory and therefore, in the opinion of
the Directors, do not call for any further explanation. The Auditors' Report is
enclosed with the financial statements in this Annual Report.
b) The Secretarial Auditors' Report (Form MR-3) for the financial
year 2024-25 is enclosed as Annexure II to the Board's Report in this Annual Report.
The Secretarial Audit Report for the financial year 2024-25 does not contain any
qualification, reservation or adverse remark.
26. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors nor the
Secretarial Auditors has reported any instance of fraud committed against the Company by
its owners or employees under Section 143(12) of the Companies Act, 2013.
27. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 and Rules
framed thereunder for Corporate Social Responsibility (CSR) are not applicable to your
Company.
28. SECRETARIAL STANDARDS
Your Directors state that applicable Secretarial Standards issued by
the Institute of Company Secretaries of India (ICSI) and notified by Ministry of Corporate
Affairs (MCA) have been duly followed by Company.
29. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, we hereby
state:
i). that in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation and that there are
no material departures;
ii). that 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,
2025 and of the profit and loss of the Company for that period;
iii) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
iv) that the directors have prepared the Annual Accounts on a going
concern basis.
v) that the directors have laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
vi) that the directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
30. MANAGEMENT DISCUSSION & ANALYSIS REPORT
In terms of the provision of Regulation 34(2) (e) read with Schedule V
of SEBI (LODR) Regulations, 2015, a Management Discussion & Analysis Report, for the
financial year under review, is presented in a separate section forming a part of the
Annual Report. This report is annexed herewith as "Annexure - III".
31. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN
AT WORK PLACE
Your Directors state that during the year under review, pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,
there were no complaints or cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
32. REGISTRAR AND SHARE TRANSFER AGENT
Beetal Financial & Computer Services Private Limited
Beetal House-99, Madangir, New Delhi-110062 Tel. No.:011-29961281-84
E-mail: beetal@beetalfinancial.com
33. PREVENTION OF INSIDER TRADING
In compliance with the provisions of the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has
formulated and adopted the revised Code of
Conduct to regulate, monitor and report trading by designated persons
in Listed or Proposed to be Listed
Securities' of the Company (the Insider Trading Code').
The object of the Insider Trading Code is to set framework, rules and procedures, which
all concerned should follow, both in letter and spirit, while trading. The Company has
also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information (the Code') in line with the SEBI
(Prohibition of Insider Trading) Amendment Regulations, 2018 and formulated a Policy for
determination of legitimate purposes' as a part of the Code. The Code also
includes policy and procedures for inquiry in case of leakage of Unpublished Price
Sensitive Information (UPSI') and aims at preventing misuse of UPSI.
The policy and the procedures are periodically reviewed and trading
window closure is intimated to all concerned and to the Stock Exchanges in advance. A
digital platform is being maintained by the Company, which contains the names and other
prescribed particulars of the persons covered under the Insider Trading Code.
34. DISCLOSURE OF AGREEMENT
There are no agreements which are required to be reported in accordance
with clause 5A of paragraph A of Part A of Schedule III of these regulations.
35. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
As the company is not falling under the Top-1000 listed entities, the
provisions of regulation 34(2)(f) of the Listing Regulations pertaining to the Business
Responsibility and Sustainability Report (BRSR), are not applicable.
36. CORPORATE GOVERNANCE
Pursuant to regulation 15(2) of Securities Exchange Board of India
(Listing Obligations & Disclosure requirements) Regulations, 2015 provisions of
regulation 27 i.e. Corporate Governance and Para C, D & E of Schedule V of SEBI (LODR)
Regulations, 2015 are not applicable to the Company.
37. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and
independent directors to maintain the independence of the Board, and separate its
functions of governance and management. As on March 31, 2025, the Board consist of 7
members, one of whom is whole-time directors, three are Non - Executive Directors and
three are independent directors. The Board periodically evaluates the need for change in
its composition and size.
38. ANNUAL RETURN
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return for the financial year
2024-25 is uploaded on the website of the Company and the same is available on:
www.annainfrastructures.com.
39. STATEMENT CONTAINING SALIENT FEATURES OF SUBSIDIARIES, JOINT
VENTURE ASSOCIATE
COMPANIES
During the year under review, your Company does not have any Subsidiary
Company or joint venture Company.
40. BOARD POLICIES/CODES
Pursuant to applicable provisions of the Companies Act, 2013 and the
SEBI (LODR), Regulations, 2015, the details of the policies/codes approved and adopted by
the Board are uploaded on Company's website: www.annainfrastructures.com.
41. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to Section 178 of the Companies Act, 2013 read with Companies
(Meeting of the Board and its powers) Rules, 2014 and SEBI (LODR), Regulations, 2015, your
Company has adopted familiarization programs for Independent Directors and other directors
to familiarize them with the Company, their role, rights, responsibilities, nature of the
industry in which the Company operates, business model, management structure, industry
overview, internal control system and processes, risk management framework etc.
Your Company aims to provide its Independent Directors, insight into
the Company's business model enabling them to contribute effectively.
42. EVALUATION OF BOARD, COMMITTEES, DIRECTORS AND KMP
The board of directors has carried out an annual evaluation of its own
performance, board committees and individual directors pursuant to the Pursuant to
Sections 134(3)(p), 178(2) of the Companies Act, 2013 read with Part-VIII of Schedule IV
of the Companies Act, 2013 and the corporate governance requirements as prescribed by
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),
Regulations 2015 ("SEBI Listing Regulations"). The performance of the board was
evaluated by the board after seeking inputs from all the directors on the basis of the
criteria such as the board composition and structure, effectiveness of board processes,
information and functioning, etc. The performance of the committees was evaluated by the
board after seeking inputs from the committee members on the basis of the criteria such as
the composition of committees, effectiveness of committee meetings, etc. The board and the
nomination and remuneration committee reviewed the performance of the individual directors
on the basis of the targets/criteria such as the contribution of the individual director
to the board and committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc. In addition, the
chairman was also evaluated on the key aspects of his role. In a separate meeting of
independent directors, performance of non-independent directors, performance of the board
as a whole and performance of the chairman was evaluated, taking into account the views of
executive directors and non-executive directors. The same was discussed in the board
meeting that followed the meeting of the independent directors, at which the performance
of the board, its committees and individual directors was also discussed. Performance
evaluation of independent directors was done by the entire board, excluding the
independent director being evaluated. The Company has devised a policy for performance
evaluation of Independent Directors, Board Committees and other Individual directors which
includes criteria for evaluation of the non-executive directors
43. INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY
The Company has put in place, an internal financial control system,
within the meaning of the explanation to Section 134(5)(e) of the Companies Act, 2013 to
ensure the orderly and efficient conduct of its business including adherence to
Company's policies, the safeguarding of its assets, the prevention and detection of
frauds and errors and proper recording of financial & operational information,
compliance of various internal control and other regulatory/statutory compliances. All
Internal Audit findings and control systems are periodically reviewed by the Audit
Committee, which provides strategic guidance on internal control. For the financial year
ended March 31, 2025, your directors are of the opinion that the Company has adequate IFC
commensurate with the nature and size of its business operations and it is operating
effectively and no material weakness exists.
44. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE
INSOLVENCY AND
BANKRUPTCY CODE, 2016 AND SETTLEMENT OF LOAN, IF ANY
There were no applications made or any proceedings were pending against
the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.
Further, there was no instance of valuation of amount for settlement of loan(s) from Banks
and Financial Institutions.
45. ADDITIONAL INFORMATION TO SHAREHOLDERS
All important and pertinent investor's information such as
financial results, policies/codes, disclosures and project updates are made available on
the Company's website (www.annainfrastructures.com) on a regular basis.
46. ACKNOWLEDGEMENT AND APPRECIATION
The Board acknowledges with gratitude the assistance, co-operation and
encouragement extended to the Company by Central Government, State Government, Financial
Institutions, SEBI, Stock Exchanges, Custodian, Regulatory/Statutory Authorities,
Registrars & Share Transfer Agent and other related Department of Tourism.
Your directors thank the customers, client, vendors, dealers,
Company's bankers and other business associates for their continuing support and
unstinting efforts in the Company's growth. The Board also wishes to place on record
their deep appreciation for the commitment displayed by all the executives, officers and
staff, resulting in successful performance during the year. The company has achieved
impressive growth through the competence, hard work, solidarity, cooperation and support
of employees at all levels. Your Directors is also thankful to the stakeholders,
shareholder and depositors for their continued patronage.
|
By Order of the Board of Directors |
|
For Anna Infrastructures Limited |
| Agra, August 13, 2025 |
|
|
(Ashok Mittal) |
|
Chairman |
|
DIN: 00320504 |