To the Shareholders
Your Directors have great pleasure in presenting the 22nd Annual Report together withthe Audited Statements of Accounts of your Company for the financial year ended on 31stMarch 2015.
FINANCIAL PERFORMANCE :
Summarized financial highlights of the Company as follows :
[Amount in Rupees'
|Particulars ||FY: 2014-15 ||FY: 2013-14 |
|Total Income/ Revenue ||12746127 ||15421585 |
|Total Expenditures ||12968485 ||15773214 |
|Profit/(loss) before Interest Depreciation and Tax ||(218131) ||(332925) |
|Interest ||Nil ||Nil |
|Depreciation ||4227 ||18704 |
|Profit/ (Loss) before Tax ||(222358) ||(351629) |
|Less Provision for Taxation (Inc. FBT Differed Tax) ||(915) ||(2558) |
|Profit/ (Loss) after Tax ||(223273) ||(349071) |
|Basic & Diluted Earnings per share (EPS) ||(0.04) ||(0.06) |
The Companys total revenue from operations during the financial year ended 31stMarch 2015 were Rs.12746127/- as against Rs.15421585/- of the previous year representingdecrease over the corresponding period of the previous year. Total expenses of the Companywere Rs.12968485/- (previous year of Rs.15773214/-). The Company has incurred Net Loss ofRs.223273/- as against net loss of Rs.349071/- of the previous year after consideringDepreciation and Provision for Tax. The EPS of the Company for the year 2014- 2015 isRs.(0.04). The Company is looking forward to infuse additional working capital in thebusiness of the Company in order to carry out the operation of the Company smoothly.
No dividend has been recommended in respect of the financial year ended 31st March2015 and the entire surplus be ploughed back to the business to meet the needs foradditional finance for capital expenditure.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Clause 49 of the Listing Agreements with Stock Exchanges theManagement Discussion and Analysis Report is enclosed as a part of this report.
CORPORATE GOVERNANCE REPORT :
Your Company has taken adequate steps to adhere to all the stipulations laid down inClause 49 of the Listing Agreement. A report on Corporate Governance is included as a partof this Annual Report. A certificate from the Auditors of the Company confirming thecompliance with the conditions of Corporate Governance as stipulated under Clause 49 ofthe Listing Agreement is included as a part of this report.
LISTING WITH STOCK EXCHANGE :
The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 toBSE where the Companys Shares are listed.
FIXED DEPOSIT :
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
SHARE CAPITAL :
During the year under review there is no change on share capital of the Company.
SUBSIDIARY COMPANY :
The Company does not have any subsidiary. DIRECTORS & KMP :
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.
Pursuant to Section 152(6) of the Companies Act 2013 Mr.Zalak D. Shah retires byrotation at the forthcoming Annual General Meeting. Being eligible he offers himself forreappointment.
Pursuant to the provisions of the section 161 of the Companies Act 2013 read with theArticles of Association of the Company Mrs. Indu S. Kalal is appointed as AdditionalDirector and she shall hold office only up to the date of this Annual General Meeting.Your board has recommended appointment of Mrs. Indu S. Kalal as an independent Directornot liable to retire by rotation for a period of 5 years.
NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW :
During the year under review 07 (seven) Board Meetings were convened and held. Theintervening gap between the two meetings was within the period prescribed under theCompanies Act 2013. The details of the meetings are furnished in the Corporate GovernanceReport which is attached as part of this Report.
EXTRACT OF ANNUAL RETURN :
The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12of the Companies (Management and Administration) Rules 2014 is furnished in Annexure-Ain Form MGT-9 and is attached to this Report.
AUDITORS AND THEIR REPORT :
M/s. DJNV & CO. Chartered Accountants Ahmedabad retires at the ensuing AnnualGeneral Meeting and being eligible they offer themselves for re-appointment. Your Companyhas received letter from M/s. DJNV & CO. Chartered Accountants Ahmedabad to theeffect that their appointment if made would be within the prescribed limits underSection 141 of the Companies Act 2013 read with rules made thereunder and that they arenot disqualified for such appointment.
Your Directors recommend the re-appointment of M/ s. DJNV & CO. CharteredAccountants Ahmedabad as Statutory Auditors of the Company to hold office from theconclusion of this AGM till the conclusion of 27th AGM of the Company to be held in theyear 2020.
The Board has duly reviewed the Statutory Auditors' Report on the Accounts. Theobservations and comments appearing in the Auditors' Report are selfexplanatory and donot call for any further explanation/ clarification by the Board of Directors as providedunder section 134 of the Act.
INTERNAL AUDITORS :
M/s. S. R. Sanghvi & Co. Chartered Accountants of Ahmedabad performs the duties ofinternal auditors of the Company and their report is reviewed by the audit committee fromtime to time.
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 M/s. Mukesh H. Shah & Co. Company Secretaries Ahmedabad to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith asAnnexure-B5.
EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS :
There were no qualifications reservations or adverse remarks made by the Auditors intheir report.
ADDITIONAL DISCLOSURES :
In line with the requirements of the Listing Agreement with the Stock Exchanges andAccounting Standard of the Institute of Chartered Accountants of India your Company hasmade additional disclosures in
the notes on accounts for the year under review in respect of Related PartyTransactions Deferred Tax Liability etc.
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. However there were material relatedparty transactions in terms of clause 49 of the listing agreement. All material relatedparty transactions that were entered into during the financial year were on an arm'slength basis and were in the ordinary course of business. Suitable disclosures as requiredunder AS-18 have been made in the Notes to the financial statements.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013 :
The details of Loans Guarantees or Investments covered under the provisions of section186 of the Companies Act 2013 made during the year under review are disclosed in thefinancial statements.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are as follows:
Remuneration Ratio of Directors/ KMP/ Employees:
|Name || |
Increase in remuneration from pr. year
Ratio/ Times per Medain employee
| ||FY 2014-15 ||FY 2013-14 |
|Bharat M. Shah ||CMD ||1389984 ||933984 ||456000 ||364/3.64 |
|Samir P Shah ||CFO ||469992 ||507489 ||- 37497 ||123/1.23 |
|Shamshersingh Rana ||CS ||480000 ||759984 ||-279984 ||125/1.26 |
?Appointed w.e.f. 30.05.2014.
The number of permanent employees on the rolls of Company: 06 as on 31 March 2015.
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 as follows:
|a) Employed throughout the year ||: Nil |
|b) Employed for part of the year ||: Nil |
The remuneration paid to all Key management Personnel was in accordance withremuneration policy adopted by the Company.
BUSINESS RISK MANAGEMENT :
The Board of the Company has formed a Risk Management Committee to frame implement and
monitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls.
COMMITTEES OF BOARD :
Details of various committees constituted by the Board of Directors as per theprovision of Clause 49 of the Listing Agreement and Companies Act 2013 are given in theCorporate Governance Report which forms part of this report.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013 :
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. During the financial year2014-15 the Company has not received any complaints on sexual harassment.
BOARD EVALUATION :
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Appointment andRemuneration Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
PREVENTION OF INSIDER TRADING :
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO :
The details of conservation of energy technology absorption etc. as required to begiven under Section 134(3)(m) of the Companies Act 2013 is not applicable to the Companyas the Company is not engaged in manufacturing activities.
The Foreign Exchange Earnings and Outgo on account of the operation of the Companyduring the year was Rs. Nil.
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(5)) of the Companies Act 2013:
a) that in the preparation of the annual financial statements for the year ended March312015 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 judgement 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 2015 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.
The Directors wish to convey their appreciation to business associates for theirsupport and contribution during the year. The Directors would also like to thank theemployees shareholders customers suppliers alliance partners and bankers for thecontinued support co-operation and assistance given by them to the Company and theircon?dence reposed in the management.
|On Behalf of the Board |
|For ANKUSH FINSTOCK LIMITED |
|PLACE : AHMEDABAD ||[BHARAT M. SHAH] |
|DATE : 30.07.2015 ||DIN : 00064582 |
| ||CHAIRMAN & |
| ||MANAGING DIRECTOR |