Directors Report of Anand Projects Ltd.

Mar 31, 2024

The Board of Directors have pleasure in presenting their 89^th Annual Report together with
Audited Statement of Accounts for the year ended March 31^st, 2024.

FINANCIAL RESULTS

The summarised financial results of the Company for the year ended March 31, 2024 are
presented below:

Amount in ^ Lakh

Particulars	Standalone		Consolidated
	Current Year 2023-24	Previous Year 2022-23	Current Year 2023-24	Previous Year 2022-23
Total Income	4,514.20	91.98	4,514.20	91.98
Total Expenses	6,384.80	1400.12	6,384,80	1400.12
Profit before tax and share of profit/ (loss) of associate	(1,870.60)	(1308.14)	(1,870.60)	(1308,14)
Share of profit/ (loss) of	-	-	-	-
Profit/ (loss) before tax	(1870.60)	(1308.14)	(1,870.60)	(1308.14)
Tax Expenses:
For the current year	1.72	-	1.72	-
For the prior years	0.76	(2.08)	0.76	(2.08)
Deferred T ax	1,102.03	(1715.73)	1,102.03	(1715.73)
Total Tax Expenses	1,104.51	(1717.81)	1,104.51	(1717.81)
Profit/ (loss) after Tax	(2,975.11)	409.67	(2,975.11)	409.67
Other Comprehensive income for the year, net of tax	12.21	(2.39)	12.21	(2.39)
Total Comprehensive Income	(2,962.90)	407.28	(2,962.90)	407.28
Balance brought forward	3834.73	3427.45	3834.73	3427.45
Appropriations
Transfer to General Reserve
Balance carried to Balance Sheet	871.83	3834.73	871.83	3834.73

FINANCIAL PERFORMANCE.

The total income of the company for the year under review is ^ 4,514.20 lakh as compared to
^ 91.98 lakh recorded in the previous year. Net loss after tax stood at ^ 2,975.11 lakh as
compared to net profit of ^ 409.67 lakh in the previous year.

AMOUNT THE COMPANY PROPOSES TO CARRY TO ANY RESERVES

The Company proposes to transfer the following amounts to reserves:

Name of Reserve	Amount Transferred
Nil	NA

FUTURE OUTLOOK

Due to the COVID-19 pandemic globally, the economy of every Country has drastically
decreasing in the history. Survival in the business is challenging task for everyone.
However, you Company is highly optimistic to improve its order book substantially, by
procuring further Contracts and Orders, in the forthcoming years, as your Company has
implemented 1980 MW Super Critical Thermal Power Project at Lalitpur, Distt.-Jhansi, in
the State of Uttar Pradesh and received encouraging response and is successfully executing
Engineering, Procurement and Construction (EPC) services in power sector at Distt.-
Lalitpur (Uttar Pradesh).

DIVIDEND

Due to loss, your Directors did not recommend any dividend on the equity shares for the
year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits under the
provisions of Section 73 of the Companies Act, 2013 and the rules made there under, for
the time being in force.

MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE
SHEET DATE

There have been no material changes and commitments affecting financial position of the
Company that have occurred between the balance sheet date and date of this report.

IMPACTING ON GOING CONCERN STATUS AND COMPANY’S
OPERATIONS

During the year under review, there have been no significant and material orders passed by
any regulators or courts or tribunals impacting the going concern status and Company’s
operation in future.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

During the year under review, Ojas Industries Private Limited continues to be the Associate
Company of your Company.

Pursuant to the provisions of Section 129 of the Companies Act, 2013 and Rule 5 of the
Companies (Accounts) Rules 2014, statement containing the salient features of the
financial statements of its associate company in the manner prescribed under the
Companies Act, 2013 is attached as “Annexure I” and forms part of this report.

PERFORMANCE FINANCIAL POSITION OF ASSOCIATES

1. OJAS INDUSTRIES PRIVATE LIMITED

As on March 31, 2024, the Company holds 9,900 equity shares of Rs. 10/- each constituting
49.50% of the total share capital of Ojas Industries Private Limited (OIPL).

During the year under review, the brief summary of Operations of the OIPL is as below:-

Particulars	as at 31.03.2024 (In Lakhs)
Total Income	625.46
Total Expenses	428.31
Profit / (Loss) before Tax	197.15
Less: Current Tax	-
Less: Deferred Tax	-1.57
Net Profit / (Loss) after Tax	198.72

CAPITAL/ FINANCE

As on March 31, 2024, the issued, subscribed and paid-up share capital of your Company
stood at Rs. 93,42,900/-, comprising 9,34,290 Equity shares of Rs. 10/- each.

The Company has not availed any credit facilities / financial assistance from any Financial
Institution(s) and/or Bank(s). The Company is debt free Company.

LISTING OF SECURITIES

The Company''s equity shares are listed on BSE Limited. The Annual Listing fees for the
year 2024-2025 have been paid by the Company to BSE Limited. All the stakeholders are
further requested to have Dematerialization of equity shares held by them (if not
dematerialized yet) at the earliest, for trading of shares only after meeting the criteria /
parameters / norms / requirements of the Stock Exchange, for trading of the shares.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186
of the Companies Act, 2013 (as applicable / required) are given in the notes to the Financial
Statements.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulations 34 of the SEBI (Listing Obligations and
Disclosure Requirement) Regulations 2015, the management discussion and analysis is set
out in this report.

DIRECTORS AND KEY MANEGERIAL PERSONNEL
Retirement by rotation

In pursuance to the applicable provisions of the Companies Act 2013 read with (Articles
of Association of the Company), Mr. Rajesh Kumar Sharma (DIN: 09388677), Whole
Time Director retires at the ensuing Annual General Meeting and being eligible, offer
himself for re-appointment.

The Board recommends his re-appointment.

Appointment of Company Secretary

During the year under review, the Board in accordance with the provisions of the Section
203 of Companies Act, 2013 and the Regulation 6(1) of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI
Listing Regulations’) appointed Mr. Neeraj Khari (M.No. A-63204) as Company Secretary &
Compliance officer of the Company with effect from April 01^st, 2023 and the same has been
already disclosed in 88^th Annual Report as Material Information.

DETAILS OF BOARD MEETINGS

The Board met 6 (Six) times during the financial year, the detail of which are given in the
corporate governance report. The maximum interval between any two meetings did not
exceed 120 days as prescribed in the Companies Act, 2013.

COMMITTEES OF BOARD

During the year under review, the details of composition of the various Committees of the
Board of Directors (including re-constitution) are as under:-

(1) Audit Committee		(2) Nomination Committee	and	Remuneration
(3) Stakeholders’ Committee	Relationship	(4) Corporate Committee	Social	Responsibility
(5) Vigil Mechanism Committee		(6) Finance and Borrowing Committee

All the above mentioned committees consist maximum of independent directors. A detailed
note on the composition of the Board and its committees is provided in the corporate
governance report section of this Annual Report.

POLICIES

The Company has adopted the following policies and codes, in terms of requirements of
Companies Act, 2013 and relevant updated SEBI regulations and these are reviewed
periodically by the Board and updated based on need and new compliance requirement, as
applicable upon the Company, from time to time:-

1.	Corporate Social Responsibility (CSR) Policy	2.	Policy to Determine Material Subsidiary
3.	Risk Management Policy & Procedure	4.	Related Party Transaction Policy (Policy & Standards Operating Process)
5.	Vigil Mechanism / Whistle Blower Policy	6.	Code of practices & procedures for fair disclosure of unpublished price sensitivity information
7.	Code of Conduct for Regulating, Monitoring & Reporting of Trading by Insiders	8.	Board Performance Evaluation Policy (Policy & Standards Operating Process)
9.	Nomination & Remuneration Policy	10.	Criteria for Determining Qualifications, Positive Attributes & Independence of a Director
11.	Familiarization programme for Independent Directors	12.	Policy on Archiving & Preservations of Documents
13.	Policy for Determination of Materiality of Events or Information for Disclosure to the Stock Exchange	14.	Policy & Procedures on Internal Financial Controls
15.	Dividend Distribution Policy	16.	Code of conduct for the Directors and Senior Management
17.	Code of Conducts for Independent Directors	18.	Succession Plan for the Board and Senior Management

A detailed note on the Policies of the Board is provided in the corporate governance report
section of this Annual Report.

DECLARATION FROM INDEPENDENT DIRECTOR

The Company has received necessary declaration from each independent director(s) under
Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence
laid down in Section 159(6) of the Companies Act, 2013 and Regulation 25 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

EXTRACT OF ANNUAL RETURN

This is for the information of the members, the requirement to attached extract of annual return
in form MGT-9 has been omitted vide the Companies (Management and Administration)
Amendment Rules, 2021 dated 05.03.2021, therefore your Company has not attached the
extract of the annual return in Form MGT-9 with the Board’s report for the F.Y. 2023-24.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The internal financial controls with reference to the Financial Statements are commensurate
with the size and nature of business of the Company. A policy in this regard has been
framed by the Company for effective formulation of Internal Financial Controls.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the relevant provisions of the
Listing Regulations, the Board has carried out an annual evaluation of its own performance
and that of its Committees as well as performance of the Directors individually. Feedback
was sought by way of a structured questionnaire covering various aspects of the Board’s
functioning such as adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties, obligations and governance and the
evaluation was carried out based on responses received from the Directors.

A separate exercise was carried out by the Nomination and Remuneration Committee of
the Board to evaluate the performance of individual Directors. The performance evaluation
of the Non-Independent Directors and the Board as a whole was carried out by the
Independent Directors. The performance evaluation of the Chairman of the respective
Committee Meeting(s) of the Company was also carried out by the Independent Directors,
taking into account the views of the Executive Director and Non-Executive Directors. The
Directors expressed their satisfaction with the evaluation process.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies
Act, 2013, your Directors confirm that:

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

(b) the directors had selected such accounting policies and applied them consistently

(c) and made judgments and estimates that are reasonable and prudent so as to give

(d) 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 that period;

(e) the directors had taken proper and sufficient care for the maintenance of

adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the company and for preventing and detecting fraud
and other irregularities;

(f) the directors had prepared the annual accounts on a going concern basis; and

(g) the directors, had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were
operating effectively.

(h) the directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.

AUDITOR AND AUDITOR’S REPORT

The members in their 88^th Annual General Meeting, have already approved the
appointment of M/s. Chopra Vimal & Co., Chartered Accountants (Firm Registration No.
06456C) as Statutory Auditors of the Company for the next Five years i.e. from the
conclusion of the 88^th AGM till the conclusion of the 93^th AGM to be held in the year 2028.

Ministry of Corporate Affairs vide its notification dated May 07^th, 2018 omitted the requirement
to ratify the appointment of Statutory Auditors of the Company in every annual general meeting.

The Notes on financial statement referred in the Auditors'' Report for the F.Y. 2023-24 are self¬
explanatory and do not call for any further comments. The Auditors'' Report does not contain
any qualification, reservation or adverse remark.

The observations and comments given in the report of the Auditors read together with
notes to accounts are self-explanatory and hence do not call for any further information
and explanation or comments under Section 134(3)(f) of the Companies Act, 2013. The
report does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed
thereunder Mr. Amit Kansal, a peer reviewed practicing company secretary (ICSI
Certificate of Practice No. 10283), 185A, Express view Apartment, Sector 93, Noida-
201301 (U.P.) was re-appointed as Secretarial Auditor of the Company, to conduct the
secretarial audit of the Company for the fiscal year 2024.

The Secretarial Audit Report is annexed as “Annexure-II” The report does not contain
any qualification, reservation or adverse remark or disclaimer. The Board has further
appointed Mr. Amit Kansal, Practicing Company Secretary (ICSI Certificate of Practice
No. 10283), as Secretarial Auditor of the Company for the fiscal year 2025.

REPORT ON CORPORATE GOVERNANCE

The Company recognizes and embraces the importance of Corporate Governance.
Corporate Governance is about maximizing shareholder’s value legally, ethically and
sustainably. Anand believe sound corporate governance is critical to enhance and retain
investor trust. Our disclosure seeks to attain the best practices in efficient corporate
governance. Our Corporate Governance report for the fiscal year 2023 forms part of this
Annual Report.

AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015,
the auditors’ certificate on corporate governance is enclosed as “Annexure-III” to the
Board Report. The auditors’ certificate for fiscal year 2024 does not contain any
qualification, reservation or adverse remark.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH
RELATED PARTIES

Particulars of contracts or arrangements made with related parties referred to in Section
188(1) of the Companies Act, 2013, (as applicable / required) in the prescribed Form AOC-
2, is appended as “Annexure-IV” to the Board’s Report.

CORPORATE SOCIAL RESPONSIBILTY

Anand Projects Limited has been an early adopter of CSR initiatives. The Company works
primarily through the Kamalnayan Jamnalal Bajaj Foundation (KJBF), towards supporting
projects in the areas of eradicating extreme hunger and poverty, promotion of education,
reducing child mortality and improving maternal health, combating human immuno-deficiency
virus, acquired immuno-deficiency syndrome, malaria and other diseases, ensuring
environmental sustainability, and rural development projects.

Further, your Company doesn’t fall in any of the criteria mentioned in Section 135(1) of
the Companies Act, 2013 during the immediately preceding financial year but for the better
Corporate Governance and understanding, the annual report on our CSR activities is
appended as “Annexure-V” to the Board’s report.

The Company’s CSR Policy is available on our website, at
http://www.anandprojects.com/policies.php.

HUMAN RESOURCES

Your Company treats its “human resources” as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on
an ongoing basis. From time to time some training program(s) that provide focused people
attention are/would be called up. Your Company thrust is on the promotion of talent
internally through job rotation and job enlargement.

MANAGERIAL REMUNERATION

A) Details of the ratio of the remuneration of each director and/or KMPs to the
median employee’s remuneration and other details as required pursuant to
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:

S.	Name of Director	Remuneration of	%	Ratio of
No.	/ KMP and	Director / KMP	increase	remuneration
	Designation	for F.Y. 23-24 (in *)	in Remunera tion in the F.Y. 23-24	of each Director/ to median remuneration of employees

1	Mr. Rajesh Kumar Sharma (Whole-Time Director & CFO)	36,70,117	11.31 %	1.61
2	Mr. Neeraj Khari (Company Secretary w.e.f. 01.04.2023)	8,85,180	NA	0.39
4	Mr. Manish Sharma Non-Executive Director	NIL	NIL	Not Applicable
5	Mr. Omparkash Verma, Non-Executive Director	NIL	NIL	Not Applicable
6	Ms. Neha Sharma Non-Executive Director	NIL	NIL	Not Applicable

Notes:-

i) Median remuneration of employees of the Company during the financial year
2023-2024 was ^22,77,649/-

ii) Median remuneration of employees of the Company during the financial year
2022-2023 was ^47,41,434/-.

iii) There were two confirmed employees on the rolls of the Company as on 31^st March
2024.

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for
Directors, Key Managerial Personnel and other Employees.

B) Details of every employee of the Company as required pursuant to rule 5(2) of

the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014:

During the year under consideration, none of the employees of
the company was in receipt of remuneration in excess of limits prescribed
under clause 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 hence particulars as required under 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are not given.

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, Disclosure
of particulars with respect to conservation of energy, technology absorption and foreign
exchange earnings and outgo as required under Section 134(3)(m) of Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014, respectively are not

applicable to the Company.

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

The Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as
prescribed in Form No. MGT-7 of the Companies (Management and Administration)
Rules, 2014, is available on the website of the company at
http://www.anandproiects.com/notice-to-the-shareholders.php.

SECRETARIAL STANDRADS

In terms of Section 118(10) of the Companies Act, 2013, the Company is complying with
the applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and approved by Central Government.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors has
reported to the audit committee, under Section 143(12) of the Companies Act, 2013, any
instances of fraud committed against the Company by its officers or employees, the details
of which would need to be mentioned in the Board’s Report.

TRANSFER OF UNCLAIMED/UNPAID AMOUNT TO INVESTOR EDUCATION
AND PROTECTION FUND

Pursuant to provisions of the Act read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (‘Rules’), the
dividend which remains unclaimed or unpaid for a period of seven years from the date of
transfer to the Unpaid Dividend Account of the Company and shares on which dividend are
unclaimed or unpaid for a consecutive period of seven years or more are liable to be transferred
to IEPF. This clause is not applicable.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 of 2016)

Neither any application was made nor any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the financial year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG
WITH THE REASONS THEREOF

As Company has not availed any credit facility/ financial assistance from any banks/ financial
institutions, hence such disclosure is not applicable upon the Company.

PARTICULARS OF EMPLOYEES

As required under the provision of Section 197 of the Companies Act, 2013, read with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
in respect of employees of the Company is not given, as there were no employees drawing
remuneration beyond the prescribed limit under the above referred provisions.

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 (as the case may be) 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

Rajesh Kumar Sharma Manish Sharma
(Whole-time Director & CFO) (Director)

(DIN: 09388677) (DIN: 09375119)

Place: Noida

Dated: August 14^th, 2024

---

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

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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)

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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

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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