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Anshus Clothing Ltd.

BSE: 534707 Sector: Industrials
NSE: N.A. ISIN Code: INE636N01016
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OPEN 1.44
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VOLUME 1360
52-Week high 3.17
52-Week low 1.07
P/E
Mkt Cap.(Rs cr) 2
Buy Price 1.46
Buy Qty 160.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.44
CLOSE 1.44
VOLUME 1360
52-Week high 3.17
52-Week low 1.07
P/E
Mkt Cap.(Rs cr) 2
Buy Price 1.46
Buy Qty 160.00
Sell Price 0.00
Sell Qty 0.00

Anshus Clothing Ltd. (ANSHUSCLOTHING) - Director Report

Company director report

2016 -17

TO

THE MEMBERS

ANSHU'S CLOTHING LIMITED

AHMEDABAD.

Your Directors are pleased to present the 22nd Annual Report and theCompany's Audited Financial Statements for the financial year ended March 31 2017.

Financial Result

The Summarized performance of the Company for the financial years 2016-17 and 2015-16 isgiven below:

(Rs. In Lacs)
Particulars 31.03.2017 31.03.2016
Revenue from Operations 16.35 92.21
Other Income 19.15 6.04
Total Revenue 35.50 98.25
Total Expenditure (including Change in Inventories) 162.41 127.59
Profit Before Tax (126.91) (29.35)
Less: Tax expense/ Deferred tax liability 24.93 9.07
Profit after Tax (101.98) (20.28)
Earnings Per Share (0.82) (0.16)

OPERATIONAL OVERVIEW

For the year ended 31st March 2017 your Company has reported total revenueand net profit after taxation of Rs.35.50/- Lacs and Rs. (101.98)/- Lacs respectively ascompared to last year's total revenue and net profit after taxation of Rs.98.25/- Lacs andRs. (20.28)/- Lacs respectively. Directors are striving hard to improve the performance ofthe Company.

SHARE CAPITAL & RESERVES

Authorized & paid up capital

The authorised and paid up equity share capital of the Company as on March 31 2017 wasRs. 1246.96 Lacs. During the year under review the Company has not issued shares withdifferential voting rights and sweat equity shares.

Reserves

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

DIVIDEND

Your Directors do not recommend any dividend during the year under review.

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

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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Management Discussion and Analysis Report of the Company for theyear under review is presented in a separate section forming part of the Annual Report isattached herewith as Annexure-I.

DETAILS OF HOLDING / SUBSIDARY COMPANIES / JOINT VENTURES /ASSOCIATE COMPANIES:

During the year under review there was no holding / Subsidiary Company / JointVentures /Associate Companies.

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.

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 II.

RELATED PARTIY DISCLOSURES

All related party transactions that were entered into during the year under the reviewwere on an arm's length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company which may have apotential conflict with the interest of the Company at large and thus disclosure in FormAOC-2 is not required. The Board has formulated Policy on Related Party Transactions;detailed policy is also available at www.anshusclothing.com

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment and Re-Appointment:

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

As required under the section 203 of the Companies Act 2013 the Company has appointedMs. Ekta Mehta as Company Secretary of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS

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

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.

REMUNERATION POLICY

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

BOARD EVALUATION

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.

BOARD MEETINGS

Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies and other businesses. The schedule of the Board/Committee meetings tobe held in the forthcoming financial year is being circulated to the Directors in advanceto 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 for5 times.

COMMITTEES OF THE BOARD

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Details of the said Committees along with their charters composition and meetings heldduring 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 tothe company.

LISTING

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

FINANCE

During the year the Company had not availed any Term Loans and any other borrowings.

DISCLOSURE UNDER RULE 8 (5) OF COMPANIES (ACCOUNTS) RULES 2014:

Change in the Nature Of Business:

The Company is working in the same Business line. During the financial 2016-17 theCompany has not made any Changes in the Nature of its Business.

Deposit:

The Company has not invited any deposit other than the exempted deposit as prescribedunder the provision of the Companies Act 2013 and the rules framed there under asamended from time to time. Hence there are no particulars to report about the depositfalling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules 2014.

Internal Financial Controls:

The Company has adequate internal financial controls to support the preparation of thefinancial statements.

AUDITORS

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 the Company to hold office from the conclusion of this Meeting untilthe conclusion of 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.

AUDITORS' REPORT

The Auditors' qualification and directors' explanation are as under:

A) The fixed assets of the Company have not been physically verified by the Managementduring the year. Accordingly the discrepancies if any could not be ascertained andtherefore we are unable to comment on whether the discrepancies if any have beenproperly dealt with in the books of account.

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

(B) No physical verification of inventory has been conducted by the Management duringthe year.

Explanation: Inventory of the Company is in possession of Bank of Baroda so nophysical verification was possible.

(C) According to the records of the Company the company is not regular in depositingamount payable on account of undisputed statutory dues including provident fund salestax and other statutory dues with appropriate authorities. Explanation: The Companyhas paid all statutory dues in time except in unavoidable circumstances. Company will tryto pay all statutory dues in time.

(D) 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 Board of Directors are in process of clearing all pending dues.

(E) According to the records of the Company examined by us and the information andexplanations given to us except for loans or borrowings from Bank of Baroda and otherNBFCs for the period from 1st April 2016 to 31st March 2017aggregating Rs. 632.41 lacs. The company does not have provisions of interest payable tobank/NBFC amounting to Rs. 115.51 lacs approx in view of default. Explanation: Companyhas cleared 46% out of the Outstanding payable to the Bank of Baroda in the Month of May2017. The Company has also cleared most of the dues of the NBFC.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under Ms. Pooja GwalaniPracticing Company Secretary have been appointed Secretarial Auditors of the Company. Thereport of the Secretarial Auditors is enclosed as Annexure II 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 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 Board of Directors are in process of clearing all pending dues.

B) According to the records of the Company examined by us and the information andexplanations given to us except for loans or borrowings from Bank of Baroda and otherNBFCs for the period from 1st April 2016 to 31st March 2017aggregating Rs. 632.41 lacs. The company does not have provisions of interest payable tobank/NBFC amounting to Rs. 115.51 lacs approx in view of default.

Explanation: Company has cleared 46% out of the Outstanding payable to the Bankof Baroda in the Month of May 2017. The Company has also cleared most of the dues of theNBFC.

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

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

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

Explanation: The Company is in process of appointment of internal Auditor

E) The Company has not appointed company secretary during the financial year underreview.

Explanation: Company has Company secretary on 16th August 2017.

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

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

G) As per the Regulation 33 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 it is necessary to obtain Limited Review and/or AuditReport from Statutory Auditors having peer review certificate issued by the ICAI. As perinformation provided by the management of the Company the Auditors do not possess anypeer review certificate.

Explanation: Further present auditors are in process of procuring peer reviewedcertificate

H) As per information provided by the Company that the Company published advertisementfor the quarter result and/or financial result as per the Regulation 47 (1) (b) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 but same is notavailable for my assessment.

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

I) The Company has not complied with section 149 relating to appointment of independentdirector under the Companies Act 2013

Explanation: The Company is in process of appointing Independent Director in subsequentAGM for compliance of various Acts and regulation.

CORPORATE GOVERNANCE

As required by Schedule V(C) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed report on Corporate Governance is given as apart of the Annual Report is attached herewith as Annexure-III The Auditors'Certificate of compliance with Corporate Governance requirements by the Company isattached to the Report on Corporate Governance.

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. The Company'sinternal control systems are commensurate with the nature of its business and the size andcomplexity.

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

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.

DEMATERIALISATION OF SHARES:

The ISIN for the equity shares is INE003Q01012. As on 31st March 2017 total12469560 equity shares of the Company have been dematerialized.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.

The Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various interventions and practices. TheCompany always endeavours to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment The Company has in place anAnti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment ofWomen at the Workplace (Prevention Prohibition and Redressal) Act 2013. InternalComplaints Committee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy.

CAUTIONARY STATEMENT

Statements in the Directors Report and the Management discussion & Analysisdescribing the Company's objectives expectations or predictions may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's 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.

ACKNOWLEDGEMENT

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: 04.09.2017 Anshu's Clothing Limited
Ravi Bhandari
Managing Director
(DIN: 01227082)