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Anisha Impex Ltd.

BSE: 537785 Sector: Others
NSE: N.A. ISIN Code: INE084Q01012
BSE LIVE 13:36 | 10 Nov 8.95 0.45
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NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 8.95
PREVIOUS CLOSE 8.50
VOLUME 10000
52-Week high 12.60
52-Week low 8.50
P/E 179.00
Mkt Cap.(Rs cr) 14.70
Buy Price 8.25
Buy Qty 10000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.95
CLOSE 8.50
VOLUME 10000
52-Week high 12.60
52-Week low 8.50
P/E 179.00
Mkt Cap.(Rs cr) 14.70
Buy Price 8.25
Buy Qty 10000.00
Sell Price 0.00
Sell Qty 0.00

Anisha Impex Ltd. (ANISHAIMPEX) - Director Report

Company director report

To

The Memebers Anisha Impex Limited

Your Directors are pleased to present their Sixteen Annual Report on the business andoperations of your Company together with the Audited Accounts for the year ended 31stMarch 2016.

The Financial performance of the Company for year ended 31st March 2016 is summarizedbelow:

1. Financial Highlights: (Rs.)

Particulars 2015-16 2014-15
Income from operations 491590950 420645453
Other Income 705000 5258621
Total Income 492295950 425904074
Less: Expenditure 491041826 424555195
Profit/(Loss) before Interest 1254124 1348879
Depreciation & Tax
Less: Interest Nil Nil
:Depreciation
Profit & Loss Before Tax 1254124 1348879
Tax Expense (including Previous year Tax Adjustment 356415 438243
Profit/(Loss) after Tax 897709 910636
Add: Profit/(Loss) Brought Forward Nil Nil
Amount available for Appropriation/(Loss) 897709 910636

2. Highlights of Performance

Standalone total income for the current financial year was to Rs. 897709 as compared toRs. 910636 in 2015.

Standalone net sales for the current financial year were Rs. 418069761 as compared toRs. 420645453 in 2015.

Standalone profit before tax for the current financial year was Rs. 1254124 as comparedto 1348879 to in 2015.

Standalone Profit after tax for the current financial year was Rs. 897709 as comparedto Rs. 910636 in 2015.

3. Reserve & Surplus

During the Financial year 2015-2016 Rs.8.98 lacs amount to carry or transfer toReserve & Surplus Account under Companies Act 2013.

4. Dividend

In view of the requirement of the profits for strengthening of the company yourdirectors have decided to plough back the profit into the business hence no dividend couldbe recommended for the year under review.

5. Share Capital

The paid up Equity Share Capital as on March 31 2016 was Rs.164322000. During the yearunder review the company has not issued any shares or any convertible instruments.

6. SCORE Registration

During the year there is no arises any cases under SCORESRegistration

7. Textile Industry Outlook & Opportunities

India’s textiles sector is one of the oldest industries in Indian economy datingback several centuries. Even today textiles sector is one of the largest contributors toIndia’s exports with approximately 11 per cent of total exports. The textilesindustry is also labour intensive and is one of the largest employers. The industryrealized export earnings worth US$ 41.4 billion in 2014-15 a growth of 5.4 per cent. Thetextile industry has two broad segments. First the unorganized sector consists ofhandloom handicrafts and sericulture which are operated on a small scale and throughtraditional tools and methods.

The second is the organized sector consisting of spinning apparel and garments segmentwhich apply modern machinery and techniques such as economies of scale. The textileindustry employs about 40 million workers and 60 million indirectly. India's overalltextile exports during FY 2015-16 stood at US$ 40 billion.

The Indian textiles industry currently estimated at around US$ 108 billion isexpected to reach US$ 223 billion by 2021. The industry is the second largest employerafter agriculture providing employment to over 45 million people directly and 60 millionpeople indirectly. The Indian Textile Industry contributes approximately 5 per cent toIndia’s Gross Domestic Product (GDP) and 14 per cent to overall Index of IndustrialProduction (IIP).

The Indian textile industry has the potential to reach US$ 500 billion in size. Thegrowth implies domestic sales to rise to US$ 315 billion from currently US$ 68 billion. Atthe same time exports are implied to increase to US$ 185 billion from approximately US$41 billion currently.

7.1 Road Ahead

The future for the Indian textile industry looks promising buoyed by both strongdomestic consumption as well as export demand. With consumerism and disposable income onthe rise the retail sector has experienced a rapid growth in the past decade with theentry of several international players like Marks & Spencer Guess and Next into theIndian market. The organised apparel segment is expected to grow at a Compound AnnualGrowth Rate (CAGR) of more than 13 per cent over a 10-year period.

8. Corporate Social Responsibility

The Board of Directors of the Company hereby confirms that the provisions of Section135(1) of the Companies Act 2013 is not applicable to our company.

9. Business Responsibility Report (Brr)

The Board of Directors of the Company hereby confirms that according to the provisionsof Regulation 34(2)(f) of the Securities Exchange Board of India (Listing Obligation andDisclosure Requirement) Regulation 2015 the give report on Business Responsibility Report(BRR) is not mandatorily applicable to our company hence not annexed with Annual Report.

10. Human Resources

Many initiatives have been taken to support business through organizational efficiencyprocess change support and various employees’ engagement programs which have helpedthe Organization achieve higher productivity levels. A significant effort has also beenundertaken to develop leadership as well as

The Company’s HR processes such as hiring and on boarding fair transparentperformance technical/functional capabilities in order to meet future talent requirement.level practices in the Industry.evaluation and talent management process and marketaligned policies have been seen as at good

11. Business Risk Management

Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion. Therefore in accordance withRegulation 17(9) of the Securities Exchange Board of India (Listing Obligation andDisclosure Requirement) Regulation 2015 the Board members were informed about riskassessment and minimization procedures after which the Board formally adopted steps forframing implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

In today’s challenging and competitive environment strategies for mitigatinginherent risks in accomplishing the growth plans of the Company are imperative. The commonrisks inter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities. Business risk inter-aliafurther includes financial risk political risk fidelity risk legal risk. As a matter ofpolicy these risks are assessed and steps as appropriate are taken to mitigate the same.

12. Non-Performing Assets and Provisions for Contingency

Your Company adhered to the prudential guidelines for Non performing Assets (NPAs)issued by Reserve Bank of India as amended from time to time. As per the prudentialnorms the income on such NPAs is not to be recognized.

As per the prudential norms prescribed by the Reserve Bank of India the Company hasmade provision for contingencies on standard as well as non-performing assets.

13. Internal Control System and Their Adequacy

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.Even through this non-production period the Company continues to ensure proper andadequate systems and procedures commensurate with its size and nature of its business.

14. Vigil Mechanism / Whistle Blower Policy

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the company has adopted a vigil mechanism policy.This policy is explained in corporate governance report and also posted on the website ofcompany.

15. Subsidiary Company/Associate/Joint Venture

There has been no subsidiary/Associate/Joint Venture incorporated/ceased of yourcompany during the financial year 2015-16.

16. Directors & Committees

All independent directors have given declaration that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and Regulation25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

In accordance with the provisions of Companies Act 2013 Smt. Puja Malik (DIN:01189442) Non Executive Director retires by rotation and being eligible offers himselffor re-appointment.

17. Board Evaluation

Pursuant to the provisions of companies Act 2013 and (Listing Obligation andDisclosure Requirement) Regulation 2015 the Board has carried out annual performanceevaluation of its own performance the directors individually as well the evaluation ofthe working of its Audit Nomination & Remuneration and Stakeholder committee. Themanner in which the evaluation has been carried out has been explained in CorporateGovernance Report.

18. Policy on Directors’ Appointment and Remuneration

The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

19. Meetings

During the year four Board Meetings and one independent directors’ meeting washeld. The Details of which are given in Corporate Governance Report. The provisions ofCompanies Act 2013 and listing agreement were adhered to while considering the time gapbetween two meetings.

19.1 Audit Committee

The company is having an audit committee comprising of the following directors:

Name Status Category
Puneet Bhawaker Chairman Non Executive & Independent
Dinesh Singh Patwal Member Non Executive & Independent
Sunil Kumar Malik Member Managing Director

19.2 Nomination and Remuneration Committee

The company is having a Nomination and Remuneration Committee comprising of thefollowing directors:

Name Status Category
Dinesh Singh Patwal Chairman Non Executive & Independent
Puneet Bhawaker Member Non Executive & Independent
Puja Malik Member Non Executive &Non Independent

19.3 Share Transfer and Share Holders /Investors Grievance Committee

The company is having a Share Transfer and Share Holders /Investors Grievance Committeecomprising of the following directors

Name Status Category
Puneet Bhawaker Chairman Non Executive & Independent
Dinesh Singh Patwal Member Non Executive & Independent
Sunil Kumar Malik Member Managing Director

19.4 Corporate Social Responsibility Committee

The company is having a Corporate Social Responsibility Committee comprising of thefollowing directors

Name Status Category
Sunil Kumar Malik Chairman Managing Director
Puja Malik Member Non Executive &Non Independent
Dinesh Singh Patwal Member Non Executive & Independent

20. Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:

a) that in the preparation of the annual financial statements for the year ended March31 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2016 and of the profit of the Company for the year ended on thatdate;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

21. Related Party Transactions

There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013. . There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. All Related Party Transactions are placed before theAudit Committee as also the Board for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany’s website. None of the Directors has any pecuniary relationships ortransactions vis--vis the Company.

22. Significant and Material Orders Passed y the Regulators or Courts

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

23. Auditors

23.1 Statutory Auditors

M/s MARS & Associates (Firm Registration No.010484N) Chartered Accountants havebeen appointed as statutory auditors of the company at the last Annual General Meetingheld on 29.09.2014 for a period of four years subject to ratification by members at everyconsequent Annual General Meeting. Therefore ratification of appointment of StatutoryAuditors is being sought from the members of the Company at the ensuing AGM.

23.2 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Sachin Agarwal & Associates. (CP No.:3668 FCS: 6148) Company Secretariesto undertake the secretarial audit of the company. The Secretarial Audit Report is annexedherewith as ‘Annexure A’.

23.3 Internal Auditors

M/S Kishnani & Associates Chartered Accountants performs the duties of internalauditors of the company and their report is reviewed by the audit committee from time totime.

24. Particulars of Employees

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows:

The company has one Executive Director remuneration paid under ceiling limit ofCompanies Act 2013. Further no sitting fee has been paid to any director during theyear.

The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:

SR. Name of Director/KMP No. and Designation Remuneration of Director/KMP for financial year Increase in Remuneration in the Ratio of remuneration of each Director/ to median
2015-16 (in Rs.) Financial Year remuneration
2015-16 of employees
1 Sunil Kumar Malik 1180000 220000 Nil
2 Anshu Agarwal 660000 130000 Nil
3 Ram Mohan Jha 300000 Nil Nil

The remuneration paid to all Key management Personnel was in accordance withremuneration policy adopted by the company.

25. Information Technology and Communications

During the financial year 2015-16 apart from upgrading the existing softwareapplications with enhanced/ added features to meet the current and emerging businessneeds certain new application systems were implemented. Regular updation of Systems andprocedures is undertaken from time to time to provide checks and alerts for avoiding fraudarising out of misrepresentation given by borrower/s while availing loans.

26. Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to section 134(3)(m) of the Companies Act 2013 read with Rule 8 of TheCompanies (Accounts) Rules 2014 as amended the relevant information is given below :

26.1 Conservation of Energy:

The Company’s operations are not power intensive. Nevertheless your Company istaking every steps to conserve and minimize the use of energy wherever possible such asusing energy efficient computer terminals purchasing energy efficient equipments etc.

26.2 Research and Development:

The Company has no formal research and development department but the Company iscontinuously making efforts to strengthen research and development activities to improvequality and reduce cost.

26.3 Technology Import and Absorption:

The Company has imported no technology. Indigenous technology available is continuouslyupgraded to improve overall performance.

26.4 Foreign Exchange Earnings and Out Go

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

27. Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure B".

28.Corporate Governance

According to the Securities Exchange Board of India (Listing Obligation and DisclosureRequirement) Regulation 2015 a separate section on corporate governance practicesfollowed by the Company together with a certificate from the Company’s Auditorsconfirming compliance forms an integral part of this Report. The Report on CorporateGovernance by Auditor is forming part of Annual Report.

29. Management Discussion and Analysis Report

Pursuant to the Regulation 34 of the Securities Exchange Board of India (ListingObligation and Disclosure Requirement) Regulation 2015 the Management Discussion andAnalysis is a forming part of this Annual Report

30. Public Deposit

Your Company has not accepted any deposits from the public during the year underreview.

31. Bonus Issue

The Company has not allotted a bonus issue of Shares during the year.

32. Auditors’ Report

The Auditors' observations are self explanatory and hence do not call for any furtherclarification under section 134(5) of the Companies Act 2013.

33. Investor Complaints and Compliance

During the year there were no complaints from investor as on date no Complaints arepending.

34. Earnings per Share (EPS)

The Earnings per Share (EPS) is Rs. 0.05 as at March 31 2016 as against Rs. 0.06 as atMarch 31 2015

35. Regulatory Guidelines/Amendments

The Company has also been following directions guidelines circulars issued by RBISEBI BSE MCA from time to time pertaining to listed companies.

36. Codes and Standards

36.1 Fair Practice Code

Company has in place a Fair Practice Code (FPC) which includes guidelines onappropriate staff conduct when dealing with customers and on the organization’spolicies vis--vis client protection.

37.Particulars of Loans Guarantees and Investments

Particulars of Loans Guarantees and Investments In terms of Section 134 of theCompanies Act 2013 the particulars of loans guarantees and investments is not given bythe Company under Section 186 of the Companies Act 2013 and other detailed in Notes toAccounts of the Financial Statements.

38. Central Pollution Control Board (CPCB) Restrict ions

The management is pursuing active steps to comply with norms under CPCB restrictions.

39. Compliance with the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013

Your Corporation is committed to prevention of sexual harassment of women at workplaceand takes prompt action in the event of reporting of such incidents. In this regardinternal complaints committees have been constituted to deal with sexual harassmentcomplaints if any and conduct enquires.

There were no complaints received of sexual harassment during the financial year2015-16.

40. Code of Conduct

Company has adopted a Code of Conduct for its Board Members and Senior Managementpersonnel. The code of conduct has also been posted on the official website of theCompany. The declaration by the Managing Director of the Company regarding compliance withthe Code of Conduct for Board Members and Senior Management is annexed with the CorporateGovernance Report.

41. Code for Prevention of Insider Trading Practices

Your Company has formulated and adopted a Code for Prevention of Insider TradingPractices in accordance with the model code of conduct as prescribed under the SEBI(Prohibition of Insider Trading) Regulations 1992 as amended. The code is applicable toall directors senior employees and their dependents. The said persons are restricted fromdealing in the securities of the Company during the ‘restricted trading periods’notified by the Company from time to time. The code for prevention of Insider trading hasalso been posted on the official website of the Company

A Note of Appreciation

The Directors place on record their appreciation for co-operation and support extendedby the Government RBI Banks SEBI Shareholders Bankers to issue RTA and customers fortheir continued support extended to the company at all times. The Directors furtherexpress their deep appreciation to all employees for commendable teamwork high degree ofprofessionalism and enthusiastic effort displayed by them during the year

For And Behalf of the Board of Directors
Anisha Impex Limited
Sd/- Sd/-
Place: Delhi Mr. Sunil Kumar Malik Mrs. Puja Malik
Date: 29.08.2016 (Managing Director) (Director)
DIN: 00143453 DIN: 01189442
159 Gagan Vihar 159 Gagan Vihar
New Delhi-110051 New Delhi-110051

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