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Anshuni Commercials Ltd.

BSE: 512091 Sector: Consumer
NSE: N.A. ISIN Code: INE425H01016
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OPEN 3.92
CLOSE 4.00
VOLUME 1000
52-Week high 3.92
52-Week low 3.92
P/E
Mkt Cap.(Rs cr) 0.09
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Anshuni Commercials Ltd. (ANSHUNICOMMERC) - Director Report

Company director report

To

The Members of

Anshimi Commercials Limited

Your Directors are pleased to present herewith the 30th Annual Report on the businessand operations of your Company together with the audited financial statements andAuditor’s Report for the financial year ended 31st March 2015.

The State of the Company's Affairs

1. KEY FINANCIAL HIGHLIGHTS:

The financial performance of your Company for the financial year ended 31stMarch 2015 is summarized below:

Particulars 31-Mar-15 31-Mar-14
Revenue from operations 4758169 2395637
Other Income 1049607 1043845
Total Income 5807776 3439482
Less:
Expenses 5127714 3023393
Net Profit before Exceptional items & Taxes 680/161 416/189
Add: Exceptional items - -
Net Profit for the year before Taxes 680061 416/189
Less: Provision for Taxes
Current Tax 234000 127250
Deferred Tax Assets (17816) 3524
(Excess)/ Short Provision for tax of earlier years - -
Profit after tax 463877 285315

FINANCIAL PERFORMANCE:

Your Company has reported revenue growth during the financial year 2014-2015. Totalincome increased to INR 5807776 from INR 3439482 in the previous financial year. Theprofit before tax increased to INR 263972 by 63.44% while net profit after tax increasedto INR 178562 by 62.58%.

2. DIVIDEND:

As the Activities of the Company are expanding day by day your Directors think itproper to conserve the funds of the Company and therefore your Directors do not recommendDividend for the year. However it will be the endeavour of the Management of your Companyto have a stable dividend policy in the future.

3. TRANSFER TO RESERVES:

During the year your Company has not transferred any amount to Reserves.

4. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO [SECTION 134 (31 (m) OF THE COMPANIES ACT 2013:

Particulars required to be furnished by the Companies as per Rule 8 of Companies(Accounts) Rules 2014 are as follows:

A. RULE 8 SUB-RULE 3 (A) PERTAINING TO CONSERVATION OF ENERGY

Although operations of the Company are not energy intensive steps are always beentaken to conserve energy in all possible areas.

B. SUB-RULE 3 (B) PERTAINING TO TECHNOLOGY ABSORPTION

The sub rule is not applicable to the company.

C RULE 8 SUB-RULE 3 (Cl PERTAINING TO FOREIGN EXCHANGE EARNINGS AND OUTGO-

There was no foreign exchange earnings or outgo during the year under review.

5. CHANGES IN THE NATURE OF BUSINESS IF ANY:

During the financial year 2014-2015 there was no change in the nature of business ofyour Company.

6. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR:

No material changes and commitments have occurred after the close of the year till thedate of this Report which affects the financial position of the Company.

7. CHANGES IN AUTHORISED SHARE CAPITAL:

During Ore financial year 2014-2015 there was no change in the Authorised Share Capitalof your Company.

8. CHANGES IN PAID-UP SHARE CAPITAL:

During the financial year 2014-2015 there was no change in the Paid-Up Share Capitalof your Company.

9. DETAILS OF NEW SUBSIDIARY/ JOINT VENTURES/ASSOCLATE COMPANIES:

There are no New Subsidiary/ Joint Venture / Associates Companies.

10. ANNUAL RETURN:

Hie extract of Annual Return pursuant to Section 92 of the Companies Act 2013 readwith The Companies (Management and Administration) Rules 2014 in the prescribed FormMGT-9 is annexed as ANNEXURE 1 to this report as on 31st March 2015.

11. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

The Company has entered into transactions with related parties in accordance with theprovisions of the Companies Act 2013 and the particulars of contracts or arrangementswith related parties referred to in Section 188(1) as prescribed in Form AOC - 2 isappended as ANNEXURE-2 of the rules prescribed under Chapter IX relating to Accounts ofCompanies under the Companies Act 2013 is duly entered in the register.

12. LOANS GUARANTEE OR INVESTMENTS BY THE COMPANY:

As provided in Section 186 of the Companies Act 2013 read with the Companies (Meetingsof the Board and its Powers) Rules 2014 every Company shall -

1. give any loan to any person or other body corporate

2. give any guarantee or provide security in connection with a loan to any other bodycorporate or person

3. acquire by way of subscription purchase or otherwise the securities of any otherbody corporate

Exceeding sixty per cent of its paid-up share capital free reserves and securitiespremium account or one hundred per cent of its free reserves and securities premiumaccount whichever is more only with prior approval by means of a special resolutionpassed at a general meeting.

Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the notes to Financial Statement and alsodetailed in "ANNEXURE3".

13. FIXED DEPOSITS / DEPOSITS:

During die year under review your Company has not accepted or invited any fixeddeposits from the public and there are no outstanding fixed deposits from the public as onthe Balance Sheet date.

Your Company has not accepted deposit from the public falling within the ambit ofSection 73(1) of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014.

14. DISCLOSURES UNDER SECTION 164(2):

None of the Directors of your Company are disqualified from being appointed asDirectors as specified under Section 164(2) of the Companies Act 2013.

15. KEY MANAGERIAL PERSONNEL:

Your Company has separate position of Chief Financial Officer (CFO). Your Company hasdesignated Mr.Anshul Nitin Mehta Chief Financial Officer and Mr. Nitin Kalidas MehtaManaging Director of your Company as the Key Managerial Personnel as per the requirementof Section 203 of the Companies Act 2013.

16. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Changes in Directors and Key managerial personnel are as follows:

Sr. No Name of the Director/Key managerial personal Particulars Date of Appointment and resignation

NOT APPLICABLE

17. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149 (61OF THE COMPANIES ACT. 2013:

Pursuant to Section 149 (4) of the Companies Act 2013 read with The Companies(Appointment and Qualifications of Directors) Rules 2014 the Central Government hasprescribed that your Company shall have minimum two Independent Directors.

In view of the above provisions your Company has following Independent Directors:

Sr. No. Name of the Independent Director Date of appointment / Reappointment Date of passing of special resolution (if any)
1. Hardik Shah 30/03/2015 -
2. Maulik Shah 30/03/2015 -

All the above Independent Directors meet the criteria of 'independence' prescribedunder section 149(6) and have submitted declaration to the effect that they meet with thecriteria of 'independence' as required under section 149(7) of the Companies Act 2013.

18. COMMITTEES OF BOARD:

I. Nomination and Remuneration Committee:

In accordance with Section 178 of the Companies Act 2013 your Company has constituteda Nomination and Remuneration Committee consisting of 3 non-executive directors out ofwhich not less than one- half are be independent directors.

a) The Composition of the Committee is as under:

Chairman: Navin Shah - Non-Executive Director

Members: Hardik Shah - Non-Executive and Independent Director

Maulik Shah - Non-Executive and Independent Director

b) Terms of reference of the Committee inter alia includes the following:

• To approve the Remuneration Plan of the Company;

• To review and grant increments to Executive / Managing Director;

• Such other matters as the Board may from time to time request the

Remuneration Committee to examine and recommend / approve.

c) Attendance at the Remuneration Committee Meetings:

During the Financial Year 2014 -15 No meeting of the Remuneration Committee was held.

The Nomination and Remuneration Committee has formulated policy on Directors'appointment and remuneration including criteria for determining qualifications positiveattributes independence of a Director and other matters provided under sub-section (3) ofsection 178 and the policy formulated by the Committee is forming part of this report andenclosed herewith in ANNEXURE-4.

II. Audit Committee:

Your Company under the provisions of Section 177 of the Companies Act 2013 hasconstituted an "Audit Committee" comprising of minimum three directors withindependent directors forming a majority. The Audit Committee acts in accordance with theTerms of Reference specified by the Board in writing.

a) The Composition of the Committee is as under;

Chairman: Mr. Maulik Shah - Non-Executive & Independent Director

Members: 1. Mr. Hardik Shah - Non-Executive & Independent Director

2. Mr. Navin Shah - Non-Executive Director

b) Meetings:

During the Financial Year 2014 -15 No meeting of the Remuneration Committee was held.

c) Terms of reference of the Committee inter alia includes the following:

1. Recommendation for appointment remuneration and terms of appointment of auditors ofthe company;

2. Review and monitor the auditor's independence and performance and effectiveness ofaudit process;

3. Examination of the financial statement and the auditors' report thereon;

4. Approval or any subsequent modification of transactions of the company with relatedparties;

5. Scrutiny of inter-corporate loans and investments;

6. Valuation of undertakings or assets of the company wherever it is necessary;

7. Evaluation of internal financial controls and risk management systems;

8. Monitoring the end use of funds raised through public offers and related matters.

A summary statement of transactions with related parties was placed periodically beforethe Audit Committee during tire year. Suitable disclosures have been made in the financialstatements. The Minutes of the Meetings of the Committee are circulated through email toall Directors and are confirmed at the subsequent Meeting.

POL INVESTORS /SHAREHOLDER'S GREIVANCE COMMITTEE:

a) Composition:

Chairman: Mr. Hardik Shah-Non-Executive & Independent Director

Member: 1) Mr. Nitin Mehta -Executive Director

2) Mr. Maulik Shah-Non-Executive & Independent Director

The Shareholders' Grievance Committee for the Accounting Year comprises of followingtwo Non-Executive and Independent Directors and one Executive Director

b) During the Financial Year 2014 -15 No meeting of the Remuneration Committee washeld.

c) Investors' / Shareholders' Grievance Redressal:

The number of complaints received and resolved to the satisfaction of investors duringthe year under review and their break-up are as under:

Nature of Complaints Opening Received Resolved Pending
Non Receipt of Annual Report 0 0 0 0
Non receipt of dividend 0 0 0 0
Total 0 0 0 0

The Shareholders' Grievance Committee continued to function effectively during the yearunder review. It continued to attend the matters related to Share Transfers and redressalof Shareholders' complaints. The complaints and grievances of shareholders received wereduly attended by tike Committee and as of now no complaints are pending.

e) Terms of reference of the Committee inter alia includes the following:

• Transfer /Transmission of shares;

e Redressal of the Complaints of the share holders;

• Issue of duplicate share certificates;

• Review of shares dematerialized and all other related matters;

• Monitors expeditious redressal of investors' grievances;

• Non receipt of Annual Report and declared dividend;

• Non receipt of Notices Share Certificates Annual reports Dividends;

• All other matters related to shares.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has adopted and established a vigil mechanism named "Whistle BlowerPolicy (WBP) for directors and employees to report genuine concerns and to deal withinstance of fraud and mismanagement if any.

20. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEESAND INDIVIDUAL DIRECTORS:

During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

Having regard to the industry size and nature of business your company is engaged inthe evaluation methodology adopted is in the opinion of the Board sufficientappropriate and is found to be serving the purpose.

21. BOARD MEETINGS:

The Board of Directors (herein after called as "the Board") met for Fourtimes dining the Year under review:

Sr. No. Date of Meetings Venue and time of the meeting Directors present Directors to whom Leave of absence was granted
1 30.05.2014 Venue: Office No.Cc 5041 / 5042 Tower C Bharat Diamond Bourse Bandra Kurla Complex Bandra (East) Mumbai 400051 1) Mr. Nitin Mehta 1. Bharati Mehta
2) Mr. Anshul Mehta 2. Navin Shah
3) Mr. Bhavin Mehta
Time: 11.00 A.M.
2 14.08.2014 Venue: Office No.Cc 5041 / 5042 Tower C Bharat Diamond Bourse Bandra Kurla Complex Bandra (East) Mumbai 400051 1) Mr. Nitin Mehta 1. Bharati Mehta
2) Mr. Anshul Mehta
3) Mr. Bhavin Mehta
4) Mr. Navin Shah
Time: 11.00 A.M
3 14.11.2014 Venue: Office No.Cc 5041 / 5042 Tower C Bharat Diamond Bourse Bandra Kurla Complex Bandra (East) Mumbai 400051 1) Mr. Nitin Mehta 1. Bharati Mehta
2) Mr. Anshul Mehta
3) Mr. Bhavin Mehta
4) Mr. Navin Shah
Time: 1.00 P.M.
4 10.02.2015 Venue: Office No.Cc 5041 / 5042 Tower C Bharat Diamond Bourse Bandra Kurla Complex 1) Mr. Nitin Mehta None
2) Mr. Anshul Mehta
3) Mr. Bhavin Mehta
4) Mr. Navin Shah
Bandra (East) Mumbai 400051 Time: 1.00pm 5) Bharati Mehta
5 30.03.2015 Venue: Office No.Cc 5041 / 5042 Tower C Bharat Diamond Bourse Bandra Kurla Complex Bandra (East) Mumbai 400051 Time: 11.30am 1) Mr. Nitin Mehta 1. Bharati Mehta
2) Mr. Anshul Mehta
3) Mr. Bhavin Mehta
4) Mr. Navin Shah

22. LISTING FEES:

The Equity Shares of your Company are listed on the BSE Limited (BSE). Your Company haspaid the applicable listing fees to the above Stock Exchange for the financial year2015-2016. Your Company's shares are also traded in dematerialized segment for allinvestors compulsorily and your Company had entered into agreements with the CentralDepository Services (India) Limited (CDSL) for custodial services.

23 INTERNAL FINANCIAL CONTROLS:

Your Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the designs or operations were observed.

24 INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The management continuously reviews the internal control systems and procedures for theefficient conduct of your Company's business. Your Company adheres to good practices withrespect to transactions and financial reporting and ensures that all its assets areappropriately safeguarded and protected against losses. The Internal Auditor of yourCompany conducts the audit on regular basis and the Audit Committee actively reviewsinternal audit reports and effectiveness of internal control systems.

Internal Control Systems are implemented to safeguard your Company's assets from lossor damage to keep constant check on the cost structure to prevent revenue leakages toprovide adequate financial and accounting controls and to implement accounting standards.

25. ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its Members are among its most important stakeholders-Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development

26. PARTICIPATION IN THE GREEN INITIATIVE:

Your Company continues to wholeheartedly participate in the Green Initiative undertakenby the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Membersthrough electronic mode. All the Members are requested to join the said program by sendingtheir preferred e-mail addresses to the Registrar and Share Transfer Agent.

27. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

A new concept of "Familiarisation programme for Independent Directors" hasbeen introduced by Clause 49.

As per Clause 49(H) (B) (7) of the Equity Listing Agreement:

"The Company shall familiarise the independent directors with the Company theirroles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company etc. through various programmes."

The Company is in the process of developing familiarisation programmes for itsindependent directors including their roles rights responsibilities in the Companynature of the industry in which the Company operates business model of the Company andrelated matters.

28. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Companies Act 2013 and to the bestof their knowledge and belief and according to the information and explanations obtained/received from the operating management your Directors make the following statement andconfirm that-

(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 had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

29. STATUTORY AUDITORS:

The Members have approved by way of Ordinary Resolution passed in the Annual GeneralMeeting of your Company held on 30th September 2014 the appointment of M/s.V.A.Parikh & Associates (Chartered

Accountants Mumbai as a Statutory Auditors of your Company for the period of fivefinancial years from 2014 - 2015 to 2018 - 2019 the Statutory Auditors of your Company asper the requirement of Section 139(1) and all other applicable provisions of the CompaniesAct 2013.

A resolution proposing ratification of appointment of M/s. V.A.Parikh & AssociatesChartered Accountants Mumbai as the Statutory Auditors of your Company for the financialyear 2015-2016 pursuant to Section 139(1) and all other applicable provisions of theCompanies Act 2013 forms part of the Notice.

Your Company has received a letter from M/s. V.A.Parikh & Associates CharteredAccountants Mumbai as the Statutory Auditors the ratification of appointment if madeshall be within the limits prescribed under Section 141(3)(g) of the Companies Act 2013and they are not disqualified in terms of Section 141 of the Companies Act 2013. Asrequired under Clause 49 of the Listing Agreement the auditors have also confirmed thatthey hold a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India.

30. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed M/s. Pramod S. Shah & Associates a firm of Company Secretaries in PracticeMumbai to undertake the Secretarial Audit of your Company.

31. INTERNAL AUDIT:

The Board of Directors has appointed M/s. Pramod S. Shah & Associates a firm ofCompany Secretaries in Practice Mumbai to undertake fire Internal Audit of your Company.

32. QUALIFICATION GIVEN BY THE AUDITORS:

(a) QUALIFICATION GIVEN BY THE STATUTORY AUDITORS:

There are no qualificatory remarks made by the Statutory Auditors of the Company intheir report.

(b) QUALIFICATION GIVEN BY THE SECRETARIAL AUDITOR:

There are no qualificatory remarks made by the Secretarial Auditors of the Company intheir report.

33. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL ANDEMPLOYEES:

a. None of the employees of the Company is drawing remuneration in excess of the limitsprescribed under Rule (5)(2) Chapter XTH as provided under Section 197 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

b. The further details with regard to payment of remuneration to Director and KeyManagerial Personnel is provided in Form No. MGT 9- extract of annual return appended asAnnexure 1.

34. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REPRESSAL) ACT 2013:

In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.

Your Company has always believed in providing a safe and harassment free workplace forevery individual through various interventions and practices. The Company always endeavorsto create and provide an environment that is free from discrimination and harassmentincluding sexual harassment

During the year ended 31 March 2015 no complaints have been received pertaining tosexual harassment.

35. ACKNOWLEDGEMENT:

Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment.

The Board place on record its appreciation for the support and cooperation your Companyhas been receiving from its investors customers vendors bankers financialinstitutions business associates Central & State Government authorities Regulatoryauthorities and Stock Exchanges.

For and on behalf of the Board of Directors

Nitin Mehta Anshul Mehta
Managing Director Director
Date: 29th May 2015
Place: Mumbai

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