To
The Members,
ANI Integrated Services Limited
Your Directors hereby take the pleasure of presenng the 16 Annual Report of your
Company together with the Audited
Financial Statement of the Company for the year ended March 31, 2025.
1. FINANCE:
FINANCIAL STATEMENTS AND RESULTS:
The Company's performance during the year ended March 31,2025, as compared to the
previous nancial
year, is summarized below:
|
Standalone |
Consolidated |
Parcular s |
For the financial year ended March 31, 2025 |
For the financial year ended March 31, 2024 |
For the financial year ended March 31, 2025 |
For the financial year ended March 31, 2024 |
| Revenue from Operaons |
21371.71 |
18032.98 |
22746.35 |
18750.07 |
| Other Income |
53.88 |
69.03 |
41.46 |
56.04 |
Total Revenue |
21425.58 |
18102.02 |
22787.82 |
18806.10 |
| Less: Expenses |
20602.41 |
17566.88 |
21748.29 |
18178.85 |
Pro t/ (Loss) before tax |
823.17 |
535.14 |
1039.53 |
627.25 |
Less: |
|
|
|
|
| 1. Current Tax |
37.00 |
40.00 |
37.00 |
40.00 |
| 2. Tax adjustment of earlier years (net) |
78.11 |
(1.22) |
78.11 |
(1.22) |
| 3. Deferred Tax |
24.23 |
22.90 |
24.23 |
22.90 |
Pro t a*er Tax |
683.84 |
473.46 |
900.19 |
565.57 |
REVIEW OF PERFORMANCE:
During the year under review, the Company has reported to a profit of ` 683.84 (In
Lakhs) as compared to a profit of ` 473.46 (In Lakhs) in Standalone Basis; and
the Company has reported to a profit of ` 900.19 (In Lakhs) as compared to a profit
of ` 565.57 (In Lakhs) on Consolidated Basis.
The Company connues to be engaged in the acvies pertaining to Deputaon of Manpower,
Operaons &
Maintenance and Projects Consultancy.
There was no change in the nature of the business of the Company during the year under
review.
SHARE CAPITAL:
The Authorized Share Capital of the Company was increased from 10,00,00,000 (Rupees Ten
Crores only) to 14,00,00,000 (Rupees Fourteen Crores only) pursuant to the approval of the
shareholders at the ExtraOrdinary General Meeng held on May 18, 2024."
Further, pursuant to the approval of the shareholders at the Extra-Ordinary General
Meeng held on May 18,
2024, the Company has allo ed 6,65,000 Equity Shares and 13,35,000 Equity Warrants.
The Board of Directors, by way of a circular resoluon dated June 4, 2024, allo ed
6,65,000 Equity Shares and
13,35,000 Equity Warrants, converble into Equity Shares.
As on March 31, 2025 the subscribed and fully paid-up capital of the Company is
10,35,22,000 (Rupees Ten Crores Thirty-Five Lakhs Twenty-Two Thousand only) consisng of
1,03,52,200 (One Crore Three Lakhs Fiy -Two Thousand Two Hundred only) equity shares of
Rs. 10 each (Rupees 10 each).
DEPOSITS:
The Company has not accepted or renewed any amount falling within the purview of
provisions of Secon 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 relang to deposits covered under Chapter V of the
Act or the details of deposits which are not in compliance with Chapter V of the Act is not
applicable.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
All transacons / contracts / arrangements entered by the Company with related party
(ies) as defined under the provisions of Secon 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 / transacons with related pares
could be considered material in nature as per the thresholds given in Rule 15(3) of the
Companies (Meengs of Board and its Powers) Rules, 2014 and hence, no disclosure is
required to be given in this regard.
Further, Related Party Transacons are placed on a quarterly basis before the Audit
Commi ee and the Board for their approval. Prior omnibus approval of the Audit Commi ee is
obtained for the transacons which are of a foreseeable and repev e nature.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:
The parcular s as required under the provisions of Secon 134 (3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservaon of energy, technology absorpon, foreign exchange earnings and outgo etc. are
furnished in "Annexure - I" which forms part of this Report.
TRANSFER TO RESERVES:
The Company has not transferred any amount to the Reserves for the year ended March 31,
2025.
PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:
Details of the loans, guarantees and investments covered under Secon 186 of the Act,
form part of the notes
to the standalone Financial Statements of the Company.
2. DIVIDEND:
With a view to conserve reserves, the Board has decided not to declare any Dividend for
the current Financial Year
ended as on March 31, 2025.
3. UNPAID DIVIDEND & IEPF:
The Company was not required to transfer any amount to the Investor Educaon &
Protecon Fund (IEPF) during the
year under review.
The details with respect to unclaimed dividend(s) which remains liable to be
transferred to Investor Educaon &
Protecon Fund (IEPF) are tabled below:
Financial Year |
Type of Dividend |
Rate (%) |
Date of Declaraon |
Date of Transfer to IEPF |
Amount Transferred to Unpaid Unclaimed Dividend Account |
| 2017-18 |
Final Dividend |
5% |
21/08/2018 |
20/08/2025 |
2,475 |
| 2018-19 |
Final Dividend |
5% |
14/09/2019 |
21/09/2026 |
1,275 |
4. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES:
The parcular s as required under the provisions in respect to the details of
Subsidiary, Associate and Joint Venture
Company are furnished in "Annexure - II" which forms part of this
Report.
5. EXTRACT OF ANNUAL RETURN:
As per the amendment in Rule 12 of Companies (Management and Administraon) Rules, 2014,
a Company shall not be required to aIach the extract of annual return with the Board's
Report in Form No. MGT-9, in case the web link of such annual return has been disclosed in
the Board's report in accordance with sub secon (3) of secon 92 of the Companies Act,
2013.
The Annual return is placed on the weblink of the Company viz., hps://
aniintegratedservices.com/investors-
nancial-informaon.php.
6. 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 posion ha ve occurred between the end of the
Financial Year of the Company and the date of this report.
7. 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 observaon has been received from the Statutory Auditors of the Company for ine
ciency or inadequacy of such controls.
The internal audit was carried out by an independent rm, M/s. Shah Valera &
Associates LLP, Internal Auditor of the Company for the Financial year 2024-25 under
review. The periodical audit reports, including significant audit observaons and correcv e
acons there-on, are presented to the Chairperson of the Audit Commi ee.
8. MATTERS RELATING TO THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL OF
THE COMPANY: APPOINTMENT:
Mr. Shrikant Venkatrao Jainapur (DIN: 05147303) was appointed as Non - Execuv e
Independent Director of
the Company for a period of ve years with effect from April 17, 2024.
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 Secon 164(2) of the Companies Act, 2013.
RESIGNATION:
Mr. Anil Lingayat (DIN: 07974940) resigned from the post of Non - Execuv e Independent
Director of the Company with effect from close of working hours of August 13, 2024, due to
preoccupaons and other personal reasons.
CHANGE IN DESIGNATION:
Mr. Kedar Navin Korpe (DIN: 03017048) designaon was changed from Whole-me Director to
Managing
Director of the Company effect from November 29, 2024.
CHANGE(S) IN KEY MANAGERIAL PERSONNEL:
During the year under review, there were no changes in the composion of the Key
Managerial Personnel of
the Company.
RETIREMENT BY ROTATION:
Mrs. Anita Navin Korpe (Non- Execuv e Director) who was liable to rer e by rotaon was
reappointed as a
Director at the Annual General Meeng of the Company held on September 11, 2024.
Pursuant to the provisions of Secon 152 of the Companies Act, 2013, Mr. Kedar Navin
Korpe (Execuv e Director) is liable to rer e by rotaon at the ensuing Annual General Meeng
of the Company and, being eligible, offers himself for re-appointment.
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 Secon 164(2) of the Companies Act, 2013.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has complied with the de nion of 'Independence' as pr escribed under Secon
149(6) of the Companies Act, 2013, read with Schedule IV (Code of Independent Directors)
and in accordance with Regulaon 16(1)(b) and Regulaon 25 of the SEBI (Lisng Obligaons and
Disclosure Requirements) Regulaons, 2015, as amended.
All Independent Directors have submiIed declaraCons confirming that they meet the
criteria of independence and have disclosed their Directorships and Commi ee memberships
as required under applicable laws.
Further, the Independent Directors have a rmed that they are not aware of any
circumstances or
relaonships that could compromise their ability to discharge their dues independently
and objecv ely.
9. MATTERS RELATING TO MEETING OF BOARD OF DIRECTORS AND COMMITTEES OF BOARD:
NUMBER OF BOARD MEETINGS:
The Board of Directors met 7 (seven) mes during the Financial year ended March 31,
2025, in 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 Board Meengs.
Also, the intervening gap between any two Meengs was within the period prescribed by
the Companies Act,
2013 and SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015.
ATTENDANCE RECORD |
|
|
|
|
|
|
|
|
|
|
AKendance of Directors |
|
|
Dates on which the Meengs |
Mr. Navin Korpe |
Mr. Akshay Korpe |
Mr. Kedar Korpe |
Mr. Anita Korpe |
Mr. Chandra Shekhar Joshi |
Mr. Anil Lingayat |
Mr. Rajendra Gadve |
Mr. Srikant Venkatrao |
were held |
|
|
|
|
|
|
|
Jainapur |
| 17/04/2024 |
Present |
Present |
Present |
Present |
Present |
Present |
Present |
NA |
| 20/05/2024 |
Present |
Present |
Present |
Present |
Present |
Present |
Present |
Present |
| 13/08/2024 |
Present |
Present |
Present |
Present |
Present |
Present |
Present |
Present |
| 14/11/2024 |
Present |
Present |
Present |
Present |
Present |
NA |
Present |
Present |
| 29/11/2024 |
Present |
Present |
Present |
Present |
Present |
NA |
Present |
Present |
| 14/02/2025 |
Present |
Present |
Present |
Present |
Present |
NA |
Present |
Present |
| 24/03/2025 |
Present |
Present |
Present |
Present |
Present |
NA |
Present |
Present |
AUDIT COMMITTEE:
PREAMBLE:
The Audit Commi ee was constut ed pursuant to the provisions of Secon 177 of the
Companies Act, 2013
("the Act"). The Composion of the Audit Commi ee is in conformity with the
provisions of the said secon.
TERMS OF REFERENCE OF AUDIT COMMITTEE:
The scope and terms of reference of the Audit Commi ee have been framed in accordance
with the Act.
COMPOSITION OF AUDIT COMMITTEE:
Audit Commi ee consists of following members:
Name of Members |
Designaon |
Membership in Commi ee |
Mr. Anil Lingayat (resigned w.e.f. August 13, 2024) |
Non - Execuv e Independent Director |
Chairperson |
Mr. Srikant Venkatrao Jainapur (Appointed as w.e.f. April 17, 2024) |
Non - Execuv e Independent Director |
Chairperson |
| Mr. Chandrashekhar Joshi |
Non - Execuv e Independent Director |
Member |
| Mr. Navin Nandkumar Korpe |
Non - Execuv e Non -Independent Director |
Member |
Mr. Anil Lingayat (DIN: 07974940), who was a member of the Nominaon & Remuneraon
Commi ee resigned from the post of Non - Execuv e Independent Director with effect from
close of working hours of August 13, 2024.
Mr. Shrikant Venkatrao Jainapur, (DIN: 05147303) was appointed as Non - Execuv e
Independent Director of the Company for a period of ve years with effect from April 17,
2024. He was inducted as a member of the Nominaon & R emuneraon Commi ee.
ATTENDANCE RECORD
|
|
AKendance of Directors |
|
Dates on which the Meengs were held |
Mr. Anil Lingayat |
Mr. Chandra Shekhar Joshi |
Mr. Navin Nandkumar Korpe |
Mr. Srikant Venkatrao Jainapur |
| 17/04/2024 |
Present |
Present |
Present |
NA |
| 20/05/2024 |
Present |
Present |
Present |
NA |
| 13/08/2024 |
Present |
Present |
Present |
NA |
| 14/11/2024 |
NA |
Present |
Present |
Present |
| 14/02/2025 |
NA |
Present |
Present |
Present |
NOMINATION AND REMUNERATION POLICY:
PREAMBLE:
The Nominaon and Remuneraon Commi ee of Directors as constut ed by the Board of
Directors of the
Company in accordance with the requirements of Secon 178 of the Act.
TERMS OF REFERENCE OF NOMINATION & REMUNERATION COMMITTEE:
The scope and terms of reference of the Nominaon & Remuneraon Commi ee have been
framed in
accordance with the Act.
COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:
Nominaon & Remuneraon Commi ee consists of following members:
Name of Members |
Designaon |
Membership in Commi ee |
Mr. Anil Lingayat (Resigned w.e.f. August 13, 2024) |
Non - Execuv e Independent Director |
Chairperson |
Mr. Srikant Venkatrao Jainapur (Appointed as w.e.f. April 17, 2024) |
Non - Execuv e Independent Director |
Chairperson |
| Mr. Chandrashekhar Joshi |
Non - Execuv e Independent Director |
Member |
| Mr. Navin Nandkumar Korpe |
Non - Execuv e Non - Independent Director |
Member |
Mr. Anil Lingayat (DIN : 07974940), who was a member of the Nominaon & Remuneraon
Commi ee resigned from the post of Non - Execuv e Independent Director with effect from
close of working hours of August 13, 2024.
Mr. Shrikant Venkatrao Jainapur (DIN : 05147303) was appointed as Non - Execuv e
Independent Director of the Company for a period of ve years with effect from April 17,
2024. He was inducted as a member of the Nominaon & Remuneraon Commi ee.
ATTENDANCE RECORD
|
|
AKendance of Directors |
|
Dates on which the Meengs were held |
Mr. Anil Lingayat |
Mr. Chandra Shekhar Joshi |
Mr. Navin Nandkumar Korpe |
Mr. Srikant Venkatrao Jainapur |
| 17/04/2024 |
Present |
Present |
Present |
NA |
| 13/08/2024 |
Present |
Present |
Present |
NA |
NOMINATION AND REMUNERATION POLICY:
The Board has in accordance with the provisions of sub-secon (3) of Secon 178 of the
Companies Act, 2013, formulated the policy seng out the criteria for determining quali
caons, posiv e aribut es, independence of a Director and policy relang to remuneraon for
Directors, Key Managerial Personnel, and other employees.
The Remuneraon Policy is available on Company's website and can be accessed via the
link provided herein
below:hps:// aniintegratedservices.com/investors-policies.php
STAKEHOLDERS RELATIONSHIP COMMITTEE:
PREAMBLE:
Pursuant to Secon 178 (5) of the Companies Act, 2013, the Board of Directors of the
Company has
constut ed the Stakeholder's Relaonship Commi ee.
TERMS OF REFERENCE OF STAKEHOLDER'S RELATIONSHIP COMMITTEE:
The scope and terms of reference of the Stakeholder's Relaonship Commi ee have been
framed in
accordance with the Act.
COMPOSITION OF STAKEHOLDER'S RELATIONSHIP COMMITTEE:
Stakeholders Relaonship Commi ee consists of following members:
Name of Members |
Designaon |
Membership in Commi ee |
| Mr. Anita Korpe |
Non - Execuv e Non - Independent Director |
Chairperson |
Mr. Srikant Venkatrao Jainapur (Appointed as w.e.f. April 17, 2024) |
Non - Execuv e Independent Director |
Member |
| Mr. Navin Nandkumar Korpe |
Managing Director |
Member |
Mr. Anil Lingayat (Resigned w.e.f. April 17, 2024) |
Non - Execuv e Independent Director |
Member |
Mr. Anil Lingayat (DIN: 07974940), who was a member of the Stakeholders Relaonship
Commi ee resigned from the post of Non - Execuv e Independent Director with effect from
close of working hours of August 13, 2024.
Mr. Shrikant Venkatrao Jainapur, (DIN: 05147303) was appointed as Non - Execuv e
Independent Director of the Company for a period of ve years with effect from April 17,
2024. He was inducted as a member of the Stakeholders Relaonship Commi ee.
ATTENDANCE RECORD
|
|
AKendance of Directors |
|
Dates on which the Meengs were held |
Mr. Anil Lingayat |
Mr. Chandra Shekhar Joshi |
Mr. Navin Nandkumar Korpe |
Mr. Srikant Venkatrao Jainapur |
| 14/02/2025 |
NA |
Present |
Present |
NA |
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
PREAMBLE:
As per the provisions of Secon 135 of the Act read with Companies (Corporate Social
Responsibility Policy)
Rules, 2014, the Board of Directors has constut ed a Corporate Social Responsibility
(CSR) Commi ee.
TERMS OF REFERENCE OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The scope and terms of reference of the Corporate Social Responsibility Commi ee have
been framed in
accordance with the Act.
COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
Corporate Social Responsibility Commi ee consists of following members:
Name of Members |
Designaon |
Membership in Commi ee |
| Mr. Navin Nandakumar Korpe |
Managing Director |
Chairperson |
| Mr. Kedar Navin Korpe |
Managing Director |
Member |
Mr. Anil Lingayat (Resigned w.e.f. August 13, 2024) |
Non - Execuv e Non - Independent Director |
Member |
Mr. Srikant Venkatrao Jainapur (Appointed as w.e.f. April 17, 2024) |
Non - Execuv e Non - Independent Director |
Member |
Mr. Anil Lingayat (DIN : 07974940), who was a member of the Corporate Social
Responsibility Commi ee resigned from the post of Non - Execuv e Independent Director with
effect from close of working hours of August 13, 2024.
Mr. Shrikant Venkatrao Jainapur (DIN : 05147303) was appointed as Non - Execuv e
Independent Director of the Company for a period of ve years with effect from April 17,
2024. He was inducted as a member of the Corporate Social Responsibility Commi ee.
ATTENDANCE RECORD
|
|
AKendance of Directors |
|
Dates on which the Meengs were held |
Mr. Anil Lingayat |
Mr. Chandra Shekhar Joshi |
Mr. Navin Nandkumar Korpe |
Mr. Srikant Venkatrao Jainapur |
| 24/03/2025 |
NA |
Present |
Present |
Present |
EXPENDITURE PERTAINING TO CORPORATE SOCIAL RESPONSIBILITY FOR THE FINANCIAL
YEAR 2024-25:
A Meeng of the Corporate Social Responsibility (CSR) Commi ee was held on March 24,
2025, wherein the Commi ee reviewed and discussed the Company's CSR inia v es for the
Financial year ended March 31, 2025. During the Meeng , it was noted that the Company had
iden ed a suitable avenue for undertaking CSR acvies in alignment with the areas specified
under Schedule VII of the Companies Act, 2013. Accordingly, the Company contributed a sum
of 10,00,000/- (Rupees Ten Lakhs Only) as a donaon to Maatr Care Foundaon, a charitable
organizaon duly registered under Secon 12AA and Secon 80G of the Income Tax Act, 1961,
eligible to receive CSR contribuons
10. VIGIL MECHANISM / WHISTLE BLOWER:
Pursuant to the provisions of Secon 177(9) of the Companies Act, 2013 read with Rule 7
of the Companies (Meengs of Board and its Powers) Rules, 2014, the Board of Directors have
adopted a "Whistle Blower Policy" to provide a framework for Directors and
employees to report genuine concerns.
The Policy is designed to ensure adequate safeguards against vicmiz aon of individuals
who raise concerns regarding potenal violaons of legal or regulatory requirements,
misrepresentaon of Financial Statements or other unethical conduct. Employees have the
opon to report their concerns directly to the Chairperson of the Board. The Company
remains commi ed to maintaining the highest standards of ethical, moral and legal business
conduct.
The Whistle Blower Policy is available on Company's website and can be accessed via the
link provided herein below:
hps:// aniintegratedservices.com/investors-policies.php
11. RISK MANAGEMENT POLICY:
The Board of Directors has formulated a Risk Management Policy and accompanying
guidelines to idenf y, assess and mig ate risks that could adversely impact the Company's
business operaons. The Policy provides a structured and proacv e approach to manage
uncertaines and incorporate risk consideraons into decision making processes across all
business divisions and corporate funcons. Key business risks and their mig aon strategies
are integrated into the Company's annual and strategic business planning, as well as
periodic management reviews.
12. CORPORATE GOVERNANCE REPORT:
The corporate governance provisions specified under Regulaons 17, 17A, 18, 19, 20, 21,
22, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulaon (2) of
regulaon 46 and para C , D and E of Schedule V of the Securies and Exchange Board of India
(LisCng Obliga ons and Disclosure Requirements) Regulations, 2015 ("LisCng
Regulaons"), are not applicable to the Company. Notwithstanding this, the Company
remains commi ed to upholding the highest standards of corporate governance and connually
endea vors to adopt and implement best governance pracces in its operaons and overall
administraon.
13. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD:
In accordance with the provisions of the Companies Act, 2013, the Board has conducted
the annual performance evaluaon of the Board as a whole, its Commi ees-namely, the Audit
Commi ee, Nominaon and Remuneraon Commi ee, Stakeholders Relaonship Commi ee, and
Corporate Social Responsibility Commi ee as well as individual Directors, including the
Chairperson of the Board.
The evaluaon was carried out through a structured feedback mechanism, which involved a
survey completed by each Director. The survey assessed various aspects of Board funconing
, such as the composion and e ecv eness of the Board and its Commi ees, domain experse,
competencies and governance pracces. A separate evaluaon exercise was undertaken to assess
the performance of individual Directors, including the Chairperson, based on parameters
such as aIendance, acv e parcipa on and contribuon at Board and Commi ee Meengs.
A separate Meeng of the Independent Directors was held, where the performance of Non -
Independent Directors, the Board as a whole, and the Chairperson was evaluated, taking
into consideraon the input of the Execuv e Director. The outcomes of these evaluaons were
subsequently discussed at the Board Meeng , including the performance of the Board, its
Commi ees, and individual Directors. The performance evaluaon of Independent Directors was
conducted by the enr e Board, excluding the Director being evaluated.
14. AUDITORS:
APPOINTMENT:
At the Annual General Meeng held on September 26, 2022, the members approved the
re-appointment of
M/s. Shah & Modi, Chartered Accountants (Firm Registraon No. 112426W), as the
Statutory Auditors of the
Company, to hold officefrom the conclusion of the 13 Annual General Meeng unl the
conclusion of the
18 Annual General Meeng , on such remuneraon as may be determined by the Board of
Directors, in addion to reimbursement of out-of-pocket expenses incurred for the purpose
of audit.
The Company has received a cer c ate from the Statutory Auditors confirming that their
re-appointment is in
accordance with the limits prescribed under the Companies Act, 2013.
AUDITORS REPORT:
The observaons, quali caons or disclaimers, if any, made by M/s. Shah & Modi,
Chartered Accountants, in their report for the financial year ended March 31, 2025, read
together with the explanatory notes forming part of the Financial Statements are
self-explanatory and do not require any further comments or explanaons from the Board
under Secon 134(3) of the Companies Act, 2013.
REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143 (12):
During the year under review, there were no instances of fraud reported by the
Statutory Auditors of the
Company under Secon 143(12) of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014.
MAINTENANCE OF COST RECORDS:
Pursuant to the provisions of Secon 148 of the Companies Act, 2013, read with the
Companies (Cost Records and Audit) Rules, 2014, as amended from me to me, the Company is
not required to maintain cost records as specified under the said Rules.
SECRETARIAL AUDIT FOR THE YEAR ENDED MARCH 31, 2025:
Provisions of Secon 204 read with Secon 134(3) of the Companies Act, 2013, mandates to
obtain Secretarial Audit Report from Praccing Company Secretary M/s. Prajot Vaidya &
Associates, Praccing Company Secretaries had been appointed to issue Secretarial Audit
Report for the Financial Year 2024-25.
Secretarial Audit Report issued by M/s. Prajot Vaidya & Associates, Praccing
Company Secretaries in Form
MR-3 for the Financial Year 2024-25 forms part to this report as an "Annexure
III"., observaons if any:
Sr. No. |
Observaons |
Management's Reply |
Further, in view of the recent amendment to the Lisng Regulaons, it is proposed to
appoint CS Prajot Vaidya
& Co., Praccing Company Secretaries as the Secretarial Auditors of the Company for
the term of ve (5)
consecuv e years commencing from the financial year 2025-26 ll the conclusion of the 21
Annual General Meeng to be held for the financial year 2029-30. The proposal for the said
appointment is being placed for the approval of the Members at the ensuing Annual General
Meeng.
15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Schedule V of SEBI (Lis ng Obliga ons and Disclosure Requirements)
Regulations, 2015, the
Management Discussion and Analysis report is annexed hereto and marked as "Annexure
- IV".
16. OTHER DISCLOSURES:
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 operaons in future.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of Secon 134(5) of the Companies Act, 2013, in relaon to the Audited Financial
Statements of the
Company for the year ended March31, 2025 the Board of Directors hereby con rms that:
a) in the preparaon of the annual accounts, the applicable accounng standards had been
followed along
with proper explanaon relang to material departures.
b) such accoun ng policies have been selected and applied consistently and the
Directors made judgement and esma tes that are reasonable and prudent so as to give a true
and fair view of the state of a airs of the Company at March 31, 2025 and of the profit
and loss of the Company for that year; c) proper and sufficient care was taken for the
maintenance of adequate accounng records in accordance with the provisions of this Act for
safeguarding the assets of the Company and for prevenng and detecng fraud and other
irregularies;
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 operang e ecv ely;
f) that the Directors had laid down internal financial controls to be followed by the
Company and that such
internal financial controls are adequate and operang e ecv ely.
DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:
The Company has not issued any shares with differenal rights and hence no informaon as
per provisions of Secon 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 informaon as per provisions of Secon 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 Opon Scheme during
the year under review and hence no informaon as per provisions of Secon 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 where the Company failed to
exercise vong rights in respect of shares acquired directly by employees under a scheme
pursuant to Secon 67(3) of the Companies Act, 2013, read with Rule 16(4) of the Companies
(Share Capital and Debentures) Rules, 2014.
DISCLOSURE OF PROCEEDINGS PENDING, OR APPLICATION MADE UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016:
During year under review, no applicaon was led under the Insolvency and Bankruptcy
Code, 2016 (IBC) by any financial creditor, operaonal creditor or by the Company itself
before the Naonal Company Law Tribunal (NCLT) for inia on of the Corporate Insolvency
Resoluon Process.
DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING
LOAN FROM BANK AND AT THE TIME OF ONE SETTLEMENT WITH BANK:
During the year under review, the Company did not enter into any one-me selemen t
arrangement with any
Bank or Financial Instuon.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:
The Companyhas complied with the applicable Secretarial Standards issued by the Instut
e of Company
Secretaries of India (ICSI) in respect of Meengs of the Board of Directors and General
Meengs.
POLICY ON SEXUAL HARASSMENT AT WORKPLACE:
During the Financial Year 2024-25, the Board adopted a Policy on Prevenon, Prohibion
and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevenon, Prohibion and Redressal) Act, 2013 and
the Rules framed thereunder. In compliance with the said Act, the Company has duly constut
ed an Internal Complaints Commi ee (ICC) to address any complaints related to sexual
harassment.
The Commi ee con rmed that the Company has maintained a zero-tolerance stance towards
sexual
harassment and no complaints were received during the Financial Year 2024-25.
| Number of complaints of sexual harassment received in the year |
NIL |
| Number of complaints disposed of during the year |
NIL |
| Number of cases pending for more than ninety days |
NIL |
The Company has complied with all applicable provisions relang t o the constuon and
funconing of the
Internal Complaints Commi ee under the said Act.
DISCLOSURE UNDER RULE 8 OF COMPANIES (ACCOUNTS) RULES, 2014:
During the year under review, the Company was in compliance with respect to the
provisions relang to the
Maternity Benefits Act, 1961.
MAINTENANCE OF STATUTORY BOOKS AND REGISTERS:
Pursuant to the special resoluon passed by the Members at the 9th Annual General Meeng
held on August 2, 2018, the Company has resolved to maintain the Register of Members and
Index of Members at the premises of M/s. Bigshare Services Private Limited, located at 1st
Floor, Bharat Tin Work Building, Opposite Vasant Oasis, Makwana Road, Marol, Andheri (E),
Mumbai 400059.
LOANS FROM DIRECTORS OR DIRECTOR'S RELATIVES:
During the financial year under review, the Company did not borrow any funds from its
Directors or their
relav es.
17. 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 & Remuneraon) Rules, 2014
have been marked as
"Annexure- VII"
18. APPRECIATION:
The Board of Directors expresses its sincere gratude to the Company's customers,
shareholders, suppliers, bankers, business partners and associates, financial instuons and
the Central and State Government authories for their connued support and
encouragement."
For and on behalf of |
|
ANI INTEGRATED SERVICES LIMITED |
|
Sd/- |
Sd/- |
Navin Nandkumar Korpe |
Akshay Navin Korpe |
Managing Director |
Whole me Dir ector |
DIN: 02200928 |
DIN: 02201941 |
Address: |
Address: |
| Bunglow 1 Sai-Raj Vilas Haveli, |
Bunglow 1 Sai-Raj Vilas Haveli, |
| Ghodbunder Road, Soham Garden, |
Ghodbunder Road, Soham Garden, |
| Manpadaa, Thane, Apna Bazar, Thane |
Manpadaa, Thane |
Date: September 02, 2025 |
|
Place: Thane |
|
|