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Anshus Clothing Ltd.

BSE: 534707 Sector: Industrials
NSE: N.A. ISIN Code: INE636N01016
BSE LIVE 15:15 | 25 Apr 1.11 -0.07
(-5.93%)
OPEN

1.07

HIGH

1.11

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1.07

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 1.07
PREVIOUS CLOSE 1.18
VOLUME 58625
52-Week high 11.04
52-Week low 1.07
P/E
Mkt Cap.(Rs cr) 1.38
Buy Price 1.11
Buy Qty 1325.00
Sell Price 1.12
Sell Qty 2000.00
OPEN 1.07
CLOSE 1.18
VOLUME 58625
52-Week high 11.04
52-Week low 1.07
P/E
Mkt Cap.(Rs cr) 1.38
Buy Price 1.11
Buy Qty 1325.00
Sell Price 1.12
Sell Qty 2000.00

Anshus Clothing Ltd. (ANSHUSCLOTHING) - Director Report

Company director report

TO THE MEMBERS ANSHU'S CLOTHING LIMITED AHMEDABAD.

Your Directors are pleased to present the 21st Annual Report and the Company's audited accounts for the financial year ended March 31 2016.

Financial Results

The Summarized performance of the Company for the financial years 2015-16 and 2014-15 is given below:

(Rs. In Lacks)
Particulars31.03.201631.03.2015
Revenue from Operations92.2190.34
Other Income6.040.23
Total Revenue98.2590.57
Total Expenditure127.59298.91
( including Change in Inventories)
Profit Before Tax(29.35)(143.96)
Less: Tax expense/ Deferred tax liability9.0764.38
Profit after Tax(20.28)(143.96)
Earnings Per Share(0.16)(1.15)

OPERATIONAL OVERVIEW

For the year ended 31st March 2016 your Company has reported total revenue and net profit after taxation of Rs.98.25/- Lacs and Rs. (20.28)/- Lacs respectively as compared to last year's total revenue and net profit after taxation of Rs.90.57/- Lacs and Rs.(143.96)/- Lacs respectively. Directors are striving hard to improve the performance of the Company.

DIVIDEND

Your Directors do not recommend any dividend on equity share for the period ended 31st March 2016 considering the current position of the Company.

TRANSFER TO RESERVES

The Company has not transferred any portion of profits to General Reserve Account for the financial year.

SHARE CAPITAL

During the year under review the Company had Authorized Capital of Rs.125000000 comprising of 2500000 Equity Shares of Rs10/- Each. Paid-Up Equity Share Capital of the Company as on date of this report stands at 124695600/- comprising of 12469560 Equity Shares of Rs10/- Each.

During the year under review the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

FIXED DEPOSITS

During the year under review your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO a) Conservation of energy: Since the company does not carry on any manufacturing Activities the provision regarding this disclosure is not Applicable

b) Technology absorption :

There is no specific area in which company has carried out any Research & Development. No technology has been imported as the company does not carry on any manufacturing activity

c) Foreign exchange earnings and Outgo i. Foreign Exchange Earnings : NIL ii. Foreign Exchange Outgo : NIL

MATERIAL CHANGES AND COMMITMENTS

There was change is registered office of the Company two times during the financial year except that there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) the Management Discussion and

Analysis Report of the Company for the year under review is presented in a separate section forming part of the Annual Report is attached herewith as ANNEXURE - I.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

No such Orders have been passed by the Regulators/Court or Tribunals which can impact the going concern status and Company's operation in future.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Joint Venture or Associate Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY

Details of Loans Guarantees and Investments if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies (Management and Administration) Rules 2014 an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE II .

RELATED PARTIY DISCLOSURES

During the year there was no contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act 2013.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations 1992 as amended from time to time the code of conduct for prevention of insider trading and the code for corporate disclosures (Code) as approved by the Board from time to time are in force by the Company. The objective of this Code is to protect the interest of shareholders at large to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors designated employees and other employees. The Company also adopts the concept of Trading Window Closure to prevent its Directors Officers designated employees and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment and Re-Appointment:

Your Directors recommend that the resolution relating to the re-appointment of Mr. Ravi Bhandari (who is liable to retire by rotation) be passed

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Act that they meet the criteria of independence as laid down in section 149(6) of the Act.

Resignation Cessations and Changes in Directors and Key Managerial Personnel:

Mr. Jasmin Jitendra Barot has resigned from the Directorship of the Company w.e.f. 20th November 2015. And Mr. Ekta Patel has resigned as Company Secretary and Compliance Officer w.e.f 01.02.2016 .

BOARD EVALUATION

The Board has carried out the annual performance evaluation of its own performance the Directors individually as well as the evaluation of the working of its Audit and Nomination and Remuneration Committee.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution independence of judgement safeguarding the interest of the Company etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

REMUNERATION POLICY

The Company follows a policy on remuneration of Directors and Senior Management Employees details of the same are given in the Corporate Governance Report.

PARTICULARS OF EMPLOYEES

No Employee of the Company draws remuneration in excess of limit prescribed under Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

COMMITTEES OF THE BOARD

In accordance with the Companies Act 2013 and Listing Regulations the Company has following Committees in place:

 Audit Committee

 Nomination and Remuneration Committee

 Stakeholders Relationship Committee

Details of the said Committees along with their charters composition and meetings held during the financial year are provided in the Report on Corporate Governance as a part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Rule 9 of Companies (Corporate Social Responsibility Policy) Rules is not applicable to the company.

STATUTORY AUDITORS' AND THEIR REPORT AUDITORS

The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that pursuant to the provisions of Sections 139 to 142 and other applicable provisions if any of the Companies Act 2013 read with the underlying rules M/s. S Kansal and Associates Chartered Accountants Ahmedabad [FRN.: 134937W] be reappointed as statutory auditor he Company to hold office from the conclusion of this Meeting until the conclusion of s of t the next Annual General Meeting (AGM) of the Company subject to ratification by Members every year on a remuneration (including terms of payment) to be fixed by the Board of Directors of the Company based on the recommendation of the Audit Committee. M/s. S Kansal and Associates Chartered Accountants Ahmedabad have forwarded their certificates to the Company stating that their re-appointment if made will be within the limit specified in that behalf in section 141 of the Companies Act 2013. The Auditors' qualification and directors' explanation are as under:

A) In respect of balances of receivables and payables confirmation and reconciliation is unsecured and doubtful. Impact is uncertain and cannot be commented by us. For receivables considered doubtful and no provision has been created in the books of accounts. Explanation: Observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments

B) Claims & Discounts payable to the debtors/creditors are subject to confirmations adjustments and realization are not ascertained: Explanation: Observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments

C) Valuation and verification of inventories is as taken valued and certified by the management the impact of any variation on the statement of Profit and Loss and state of affairs not being ascertained. Explanation: Observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments

D) According to the information and explanations given to us undisputed dues in respect of provident fund value added tax professional tax which were outstanding at the year end for a period of more than six months from the date they became payable are of Rs. 11.60lacs. Explanation: Observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments

E) According to the records of the Company examined by us and the information and explanations given to us except for loans or borrowings from Bank of Baroda Barclays Finance ltd Magma Fincrop Ltd & Religare Finvest Ltd for the period from 1st April 2015 to 31st March 2016 aggregating Rs. 947.27 lacs. The company does not have provisions of interest payable to bank/NBFC amounting to Rs. 143.98 lacs approx in view of default.

Explanation: Observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under M/s. Pooja Gwalani & Associates Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as to this report.

The Secretarial Auditors' comments and Boards explanation are as under:

A) According to the information and explanations given to us undisputed dues in respect of provident fund value added tax professional tax which were outstanding at the year end for a period of more than six months from the date they became payable are of Rs. 11.60 lacs.

Observation made by the Secretarial Auditors are self explanatory and does not called for further information B) Based on my audit procedures and as per the information and explanations given by the management the Company has defaulted in the repayment of loan and interest on loan to the financial institutions and banks. The company does not have provisions of interest payable to bank/NBFC amounting to Rs. 143.98 lacs in view of default.

Observation made by the Secretarial Auditors are self explanatory and does not called for further information

C) The Company has closed its register of members and given advertisement but copy of the same is not available with the Company for my verification.

Due to shifting of Register office and due to highly ratio of worker retainer the Company has misplaced their documents due to that reason the Company has failed to procedure before secretarial auditor.

D) The Company has not appointed internal Auditors for the year under reviewed.

The Company is in process of appointment of internal Auditors.

E) Company Secretary has resigned from the Company w.e.f. 1st February 2016. Further as on 31st March 2016 the Company has not appointed Company Secretary.

The Company is in process of appointment of Company Secretary.

F) As per explanation given by the management of the Company the Company had sent Annual General Meeting Notice to the Members of the Company but the Company has not served me proof for sending said Notice to Member..

Due to shifting of Register office and due to highly ratio of worker retainer the Company has misplaced their documents due to that reason the Company has failed to procedure before secretarial auditor.

G) As per the Clause 41 of the erstwhile Listing Agreement it is necessary to obtain Limited Review and/or Audit Report from Statutory Auditors having peer review certificate issued by the ICAI. As per information provided by the management of the Company the Auditors do not possess any peer review certificate.

Presently the Company is facing financial problems for the same reason company is not able to appoint peer reviewed statutory auditors. Further present auditors are in process of procuring peer reviewed certificate

H) As per information provided by the Company that the Company published advertisement for the quarter result and/or financial result as per the Clause 41 of erstwhile listing agreement but same is not available for my assessment.

Due to shifting of Registered office and due to highly ratio of worker retainer the Company has misplaced their documents due to that reason the Company has failed to proceduce before secretarial auditor.

I) The Nomination and Remuneration Committee was not duly constituted as per the provisions of the Act.

The Company is in process of appointing Independent Director in subsequent AGM for compliance of various Acts and regulation.

RISK MANAGEMENT POLICY

The Company has in place to ensure sustainable business growth with stability and to promote a pro-active approach in reporting evaluating and resolving risks associated with the business. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company's internal control systems are commensurate with the nature of its business and the size and complexity

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013 a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.anshusclothing.com

DIRECTORS' RESPONSIBILITY STATEMENT

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 and made judgments and estimates that are 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 and loss of the company for that period; c. 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; d. the directors had prepared the annual accounts on a going concern basis; and e. The directors in the case of alisted company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f. 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.

CORPORATE GOVERNANCE

As required by Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a detailed report on Corporate Governance is given as a part of the Annual Report is attached herewith as ANNEXURE-IV The Auditors' Certificate of compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act 2013 that they meet the criteria of independence laid down in the Companies Act 2013 and Listing Regulations.

GENERAL SHAREHOLDER INFORMATION

General Shareholder Information is given in Report on Corporate Governance forming part of the Annual Report.

LISTING

The equity shares of the Company are listed with BSE Limited and Metropolitan Stock Exchange of India Limited. There are no arrears on account of payment of listing fees to the Stock Exchange.

CHANGE IN THE NATURE OF BUSINESS

The Company is working in the same Business line. During the financial 2015-16 the Company has not made any Changes in the Nature of its Business.

BOARD MEETINGS

Regular meetings of the Board are held to discuss and decide on various business policies strategies and other businesses. The schedule of the Board/Committee meetings to be held in the forthcoming financial year is being circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings. During the Financial Year under reviewed the Board of Directors of the Company met for 9 times.

CODE OF CONDUCT

Your Company has adopted a Code of Conduct for its Board Members and Senior Management personnel. The code of conduct has also been posted on the official website of the Company. The declaration by the

Managing Director of the Company regarding compliance with the Code of Conduct for Board Members and Senior Management is annexed with the Corporate Governance Report.

CAUTIONARY STATEMENT

Statements in the Directors Report and the Management discussion & Analysis describing the Company's objectives expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global & domestic demand and supply conditions affecting selling prices new capacity additions availability of critical materials and its cost changes in government policies and tax laws economic development of the country and such other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders Bankers regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives officers and staff resulting in successful performance of the Company during the year.

Place: AhmedabadFor and on Behalf of Board of Directors of
Date: 03.09.2016Anshu's Clothing Limited
Ravi Bhandari
Managing Director
(DIN: 01227082)