ANSHUS CLOTHING LIMITED
Your Directors are pleased to present the 20th Annual Report and theCompanys audited accounts for the financial year ended March 31 2015.
The Summarized performance of the Company for the financial years 2014-15 and 2013-14 isgiven below:
(Rs. In Lacs)
|Particulars ||31.03.2015 ||31.03.2014 |
|Revenue from Operations ||90.34 ||2174.82 |
|Other Income ||0.23 ||37.02 |
|Total Revenue ||90.57 ||2211.84 |
|Total Expenditure ||298.91 ||2209.56 |
|( including Change in Inventories) || || |
|Profit Before Tax ||(208.34) ||2.28 |
|Less: Tax expense/ Deferred tax liability ||64.38 ||0.46 |
|Profit after Tax ||(143.96) ||1.82 |
|Earnings Per Share ||(1.15) ||0.01 |
For the year ended 31st March 2015 your Company has reported total revenueand net profit after taxation of Rs.90.57/- Lacs and Rs. (143.36)/- Lacs respectively ascompared to last years total revenue and net profit of Rs. 2211.84/- Lacs and Rs.1.82 Lacs respectively. Directors are striving hard to improve the performance of theCompany.
TRANSFER TO RESERVES
The Company has not transferred any portion of profits to General Reserve Account forthe financial year.
Your Directors do not recommend any dividend on equity share for the period ended 31stMarch 2015 considering the current position of the Company.
During the year under review your Company has not accepted any fixed deposits withinthe meaning of Section 73 of the Companies Act 2013 read with rules made there under.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment and Re-Appointment:
With effect from 14th November 2015 Mrs. Sunitaben Ajaykumar Jain has beenappointed as a Non-Executive & Independent Director.
In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs. Sunitaben Ajaykumar Jain Independent Director of the Company retire at theensuing Annual General Meeting and being eligible have offered themselves forre-appointment.
Your Board has also proposed for the appointment of Mr. Jasmin Barot as IndependentDirectors for a period of 5 years.
Your Directors recommend that the resolutions relating to the re-appointment of Mr.Ravi Bhandari (who is liable to retire by rotation) and appointment of Mrs. SunitabenAjaykumar Jain and Mr. Jasmin Barot as an Independent Directors not liable to retirementby rotation be passed
The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Act that they meet the criteria of independence aslaid down in section 149(6) of the Act.
Resignation Cessations and Changes in Directors and Key Managerial Personnel:
Mr. Chirag Jagdishbhai Khatri has resigned from the Directorship of the Company w.e.f.14th November 2015.
DIRECTORS RESPONSIBILITY STATEMENT
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
DECLARATION FROM INDEPENDENT DIRECTORS
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the Section 149(6) ofCompanies Act 2013 read with Rules made there under as well as Clause 49 of the ListingAgreement.
The Company follows a policy on remuneration of Directors and Senior ManagementEmployees details of the same are given in the Corporate Governance Report.
The Board has carried out the annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Audit andNomination and Remuneration Committee.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany etc. The performance evaluation of the Independent Directors was carried out bythe entire Board. The performance evaluation of the Chairman and the Non IndependentDirectors was carried out by the Independent Directors. The Directors expressed theirsatisfaction with the evaluation process.
EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as
ANNEXURE I . LISTING
The equity shares of the Company are listed with BSE Limited. There are no arrears onaccount 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 2014-15 theCompany has not made any Changes in the Nature of its Business.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
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 provisionregarding 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 anymanufacturing activity
c) Foreign exchange earnings and Outgo
|i. Foreign Exchange Earnings ||NIL |
|ii. Foreign Exchange Outgo ||NIL |
PARTICULARS OF EMPLOYEES
No Employee of the Company draws remuneration in excess of limit prescribed underSection 197 read with Rule 5 of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
The paid up capital of the company is Rs.124695600/- and has remained unchangedduring the year. The company has not issued any shares or stock with neither differentialrights nor granted stock option or sweat equity shares.
The Board of Director of the Company met 7 times during the financial year on (1)27.05.2014 (2) 30.05.2014 (3) 27.08.2014 (4) 03.09.2014 (5) 14.11.2014 (6) 01.12.2014 and(7) 16.03.2015. The gap intervening between two meetings of the board is as prescribed inthe Companies Act 2013 (hereinafter "the Act").
The Board of Directors of the Company have on the recommendation of the Audit Committeeproposed that pursuant to the provisions of Sections 139 to 142 and other applicableprovisions if any of the Companies Act 2013 read with the underlying rules M/s. SKansal and Associates Chartered Accountants Ahmedabad [FRN.: 134937W] be reappointed asstatutory auditor he Company to hold office from the conclusion of this Meeting until theconclusion of s of t the next Annual General Meeting (AGM) of the Company subject toratification by Members every year on a remuneration (including terms of payment) to befixed by the Board of Directors of the Company based on the recommendation of the AuditCommittee.
M/s. S Kansal and Associates Chartered Accountants Ahmedabad have forwarded theircertificates to the Company stating that their re-appointment if made will be within thelimit 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 reconciliationis unsecured and doubtful. Impact is uncertain and cannot be commented by us. Forreceivables considered doubtful and no provision has been created in the books ofaccounts. Explanation: Observations made in the Auditors Report areself-explanatory and therefore do not call for any further comments
B) Claims & Discounts payable to the debtors/creditors are subject toconfirmations adjustments and realization are not ascertained: Explanation:Observations made in the Auditors Report are self-explanatory and therefore do notcall for any further comments
C) Valuation and verification of inventories is as taken valued and certified by themanagement the impact of any variation on the statement of Profit and Loss and state ofaffairs not being ascertained. Explanation : Observations made in the AuditorsReport are self-explanatory and therefore do not call for any further comments
D) Realizable value of inventories not ascertained in view of no physical verificationof inventories and same is accepted as per the management declaration and thereforeshortfall/excess realization will affect the financial results. As explained to usinventories have been physically verified by the management at regular intervals duringthe year. Explanation: Observations made in the Auditors Report areself-explanatory and therefore do not call for any further comments
E) According to the information and explanations given to us undisputed dues inrespect of provident fund value added tax professional tax which were outstanding atthe year end for a period of more than six months from the date they became payable areof Rs. 11.60 lacs
Explanation: The Company is facing financial crunches and Board of Directors arestriving hard to improve the position of the Company.
F) The Companys accumulated losses at the end of the financial year are lessthan fifty per cent of its net worth but it has incurred cash losses in the current yearonly and not in the immediately preceding financial year. Explanation: The Company isfacing financial crunches and Board of Directors are striving hard to improve the positionof the Company.
G) Based on our audit procedures and as per the information and explanations givenby the management the Company has defaulted in the repayment of loan and interest on loanto the financial institutions and banks. The company does not have provisions of interestpayable to bank/NBFC amounting to Rs. 127.42 lacs in view of default.
Explanation: The Company is facing financial crunches and Board of Directors arestriving hard to improve the position of the Company.
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 theCompany. The report of the Secretarial Auditors is enclosed as Annexure II to thisreport.
The Secretarial Auditors comments and Boards explanation are as under:
A) The Company has closed its register of members and given advertisement but copy ofthe same was not available with the Company for my verification.
Explanation: In process of shifting of registered office some documents of the Companywere misplaced.
B) The Nomination and Remuneration Committee was not duly constituted as per theprovisions of the Act.
Explanation: The Company is in process of appointing Independent Director in subsequentAGM for compliance of various Acts and regulation.
C) The Company has appointed internal Auditor but has not filed MGT 14.
Explanation: Due to inadvertence Company has not filed the form the Company will Complywith the Same.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause 49 of the Listing Agreement with the Stock Exchanges theManagement Discussion and Analysis of the financial condition and results of consolidatedoperations of the Company under review is annexed as Annexure III and formsan integral part of the Directors Report.
A report on Corporate Governance along with a Certificate from the Auditors of theCompany regarding the compliance with conditions of Corporate Governance as also theManagement Discussion and Analysis Report as stipulated under Clause 49 of the ListingAgreement are annexed to this Report as Annexure-IV
INTERNAL AUDIT & CONTROLS
The Company has appointed M/S. Tarun Nagar as its Internal Auditor. During the yearthe Company continued to implement their suggestions and recommendations to improve thecontrol environment. Their scope of work includes review of processes for safeguarding theassets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas.
VIGIL MECHANISM AND WHISTLE-BLOWER POLICY
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.anshusclothing.com
RELATED PARTIY DISCLOSURES
During the year there was no contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company does not have any Subsidiary or Joint Venture or Associate Company.
RISK MANAGEMENT POLICY
The Company has in place to ensure sustainable business growth with stability and topromote a pro-active approach in reporting evaluating and resolving risks associated withthe business. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. These are discussed at themeetings of the Audit Committee and the Board of Directors of the Company. TheCompanys internal control systems are commensurate with the nature of its businessand the size and complexity
CODE OF CONDUCT
Your 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.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Rule 9 of Companies (Corporate Social Responsibility Policy) Rules is not applicable tothe company.
INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations1992 as amended from time to time the code of conduct for prevention of insider tradingand the code for corporate disclosures ("Code") as approved by the Board fromtime to time are in force by the Company. The objective of this Code is to protect theinterest of shareholders at large to prevent misuse of any price sensitive informationand to prevent any insider trading activity by dealing in shares of the Company by itsDirectors designated employees and other employees. The Company also adopts the conceptof Trading Window Closure to prevent its Directors Officers designated employees andother employees from trading in the securities of the Company at the time when there isunpublished price sensitive information.
Statements in the Directors Report and the Management discussion & Analysisdescribing the Companys objectives expectations or predictions may be forwardlooking within the meaning of applicable securities laws and regulations. Actual resultsmay differ materially from those expressed in the statement. Important factors that couldinfluence the Companys operations include global & domestic demand and supplyconditions affecting selling prices new capacity additions availability of criticalmaterials and its cost changes in government policies and tax laws economic developmentof the country and such other factors which are material to the business operations of theCompany.
Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders Bankers regulatory bodies and other businessconstituents during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the commitment displayed by all executives officersand staff resulting in successful performance of the Company during the year.
|Place: Ahmedabad ||For and on Behalf of Board of Directors of |
|Date: 22.08.2015 ||Anshus Clothing Limited |
| ||Ravi Bhandari |
| ||Managing Director |
| ||(DIN: 01227082) |