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Anisha Impex Ltd.

BSE: 537785 Sector: Others
NSE: N.A. ISIN Code: INE084Q01012
BSE 15:26 | 16 Mar 34.00 1.50






NSE 05:30 | 01 Jan Anisha Impex Ltd
OPEN 34.10
VOLUME 20000
52-Week high 35.95
52-Week low 7.75
P/E 425.00
Mkt Cap.(Rs cr) 56
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 34.10
CLOSE 32.50
VOLUME 20000
52-Week high 35.95
52-Week low 7.75
P/E 425.00
Mkt Cap.(Rs cr) 56
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Anisha Impex Ltd. (ANISHAIMPEX) - Director Report

Company director report


The Memebers

Anisha Impex Limited

Your Directors are pleased to present their 17th Annual Report on thebusiness and operations of your Company together with the Audited Accounts for the yearended 31st March 2017.

The Financial performance of the Company for year ended 31st March 2017 is summarizedbelow:

1. Financial Highlights:


Particulars 2016-17 2015-16
Income from operations 350934216 418069761
Other Income 763355 705000
Total Income 351697571 418774761
Less: Expenditure 349965191 417520635
Profit/(Loss) before Interest 1732380 1254126
Depreciation & Tax
Less: Interest Nil Nil
Profit & Loss Before Tax 1732380 1254126
Tax Expense (including Previous 491492 356415
year Tax Adjustment
Profit/(Loss) after Tax 1240888 897711
Add: Profit/(Loss) Brought Nil Nil
Amount available for 1240888 897711

2. Highlights of Performance

Standalone total income for the current financial year was to Rs. 1240888 as comparedto Rs. 897711 in 2016.

Standalone net sales for the current financial year were Rs. 350934216 as compared toRs. 418069761 in 2016.

Standalone profit before tax for the current financial year was Rs. 1732380 as comparedto 1254126 to in 2016.

Standalone Profit after tax for the current financial year was Rs. 1240888 as comparedto Rs. 897711 in 2016.

3. Reserve & Surplus

During the Financial year 2016-2017 Rs.51.81 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 2017 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 SCORES Registration.

7. Textile Industry Outlook & Opportunities

Textile industry of India is the Mother industry employing over 55 mn people directlyor indirectly in this sector. Adding to that the fast growing retail apparel industry hasfurther increased its importance. In the recently concluded World Textile Conference heldin Mumbai almost every decision maker in this Industry agreed to the fact that there willbe upsurge in the activities as opportunities which are perceived are a lot in India'sfavour.

As everyone knows the manufacturing base is almost shifted to south East AsianCountries and India as well as China is going to play very important role in this odyssey.

The present Indian Textile and Apparel industry may grow from current level of US$ 78Bnto US$ 220 by 2020.lndia has her own strengths in terms of technical manpoweravailability wide fiber base and supporting government policies for modernization andalso raw material cost controls. The growing population of Indian young purchasing classis making domestic market quite lucrative.

Beyond day to day use of textiles in home furnishing apparels etc a new segment ofTechnical Textiles is opening up and the growth of such textiles in sports industrybuildings defense protection agriculture non woven's and composite is increasing athighest rate in the emerging economies such as that of India.

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 helped theOrganization achieve higher productivity levels. A significant effort has also beenundertaken to develop leadership as well as technical/functional capabilities in order tomeet future talent requirement.

The Company's HR processes such as hiring and on boarding fair transparent performanceevaluation and talent management process and market aligned policies have been seen as atgood level practices in the Industry.

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 mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter 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.The Vigil Mechanism / Whistle Blower Policy will be posted on company website.

15. Subsidiary Company/Associate/Joint Venture

There has been no subsidiary/Associate/Joint Venture incorporated/ceased of yourcompany during the financial year 2016-17.

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 was held.The Details of which are given in Corporate Governance Report. The provisions of CompaniesAct 2013 and SEBI (LODR) Regulations 2015 were adhered to while considering the time gapbetween two meetings.

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

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

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

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 2017 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 2017 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 ensurecompliance with the provisions of all applicable laws were in place and were adequate andoperating effectively.

21. Related Party Transactions

The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. All transactionsentered with the Related Parties as defined under the Companies Act 2013 and Regulation23 of the SEBI (Listing Obligation &Disclosure Requirements) Regulations 2015 duringthe financial year were in the ordinary course of business and on arm's length basis anddo not attract the provisions of section 188 of the Companies Act 2013. Thus disclosurein form AOC- 2 is not required. Related party transactions have been disclosed under theNote 24 of the financial statements in accordance with Accounting Standard 18.

A statement in summary form of transactions with related parties in the ordinary courseof business and arm's length basis is periodically placed before the Audit committee forreview and recommendation to the Board for their approval.

22. Significant and Material Orders Passed by 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

Statutory Auditors

M/s. Garg Arun & Associates. Chartered Accountants (Firm Registration No. 8180N)have been appointed as statutory auditors of the company at the Extra-ordinary GeneralMeeting held on 10.05.2017 from the conclusion of this meeting until the conclusion of theensuing Annual General Meeting. Therefore appointment (Subject to ratification of theirre-appointment at every AGM) of Statutory Auditors is being sought from the members of theCompany at the ensuing AGM.

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.:3568 FCS: 6148) Company Secretariesto undertake the secretarial audit of the company. The Secretarial Audit Report is annexedherewith as ‘Annexure A' to this report.

Internal Auditors

M/S T.K. Gupta & 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. No. Name of Director/KMP and Designation

Remuneration of Director/KMP for financial year 2016- 17 (in Rs.)

Increase in Remuneration in the Financial Year 2016-17

Ratio of remuneration of each Director/ to median remuneration of employees

1 Sunil Kumar Malik




Managing Director
2 Anshu Agarwal




Chief Financial
3 Ram Mohan Jha




CS & Compliance

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 2016-17 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 Rule8 of TheCompanies (Accounts) Rules 2014 as amended the relevant information is given below:

Conservation of Energy:

The Company's operations are not power intensive. Nevertheless your Company is takingevery steps to conserve and minimize the use of energy wherever possible such as usingenergy efficient computer terminals purchasing energy efficient equipments etc.

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.

Technology Import and Absorption:

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

Foreign Exchange Earnings and Out Go
2016-17 2015-16
Foreign Exchange Outgo 2300003 Nil
Foreign Exchange Earnings Nil Nil

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. 0.08 as at March 31 2017 as against Rs. 0.05 as atMarch 31 2016

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

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's policiesvis--vis client protection.

37. Particulars of Loans Guarantees and Investments

The particulars of loans guarantees and investments is given by the Company underSection 186 of the Companies Act 2013 and other detailed in Notes to Accounts of theFinancial Statements.

38. Central Pollution Control Board (CPCB) Restrictions

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 year2016-17.

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

42. Goods and Service Tax

Goods and Services Tax (GST) is a landmark reform which will have a lasting impact onthe economy and on businesses. Implementation of a well-designed GST model that applies tothe widest possible base at a low rate can provide significant growth stimulus to thebusiness and contribute to the Prime Minister's mission of ‘Make in India'.

Your Company has been preparing for migrating to GST with changes across IT systemsSupply Chain and operations have been made keeping in mind the sweeping changes that GSTwould bring in. While there are a few areas that need to be addressed the Government wentlive on GST on 1st July 2017 and your Company was ready for this transformative reform.

43. Declaration for Acceptance & Deposit from Directors & their Relatives

During the financial year The Company received money from Directors pursuant toCompanies (Acceptance of Deposits) Amendments Rules 2016

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: 31.08.2017 (Managing Director) (Director)
DIN: 00143453 DIN: 01189442
159 Gagan Vihar 159 Gagan Vihar
New Delhi-110051 New Delhi-110051