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Anukaran Commercial Enterprises Ltd.

BSE: 512355 Sector: Others
NSE: N.A. ISIN Code: INE090G01028
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Anukaran Commercial Enterprises Ltd. (ANUKARANCOMMERC) - Director Report

Company director report

To

The Members

Your Directors have pleasure in submitting their Annual Report of the Company togetherwith the Audited Statements of Accounts for the year ended 31st March 2015.

1. FINANCIAL RESULTS

The Company’s financial performance for the year under review along with previousyear’s figures are given hereunder:

(INR in Lakhs)

PARTICULARS 2014-15 2013-14
Net Sales /Income from
Business Operations (423.96) 2768.27
Other Income 146.59 107.20
Total Income (277.37) 2875.48
Less Interest - -
Profit before Depreciation (417.59) 19.62
Less Depreciation - -
Profit after depreciation and Interest (417.59) 19.62
Less Current Income Tax 13.80 3.75
Less Previous year adjustment of Income Tax(short provision) -
Less Deferred Tax - -
Net Profit after Tax (431.39) 15.87
Dividend (including Interim if any and final) - -
Net Profit after dividend and Tax (431.39) 15.87
Amount transferred to General Reserve (431.39) 15.87
Balance carried to Balance Sheet - -
Earnings per share:
Earnings per share (Basic) (0.22) 0.00
Earnings per Share (Diluted) (0.22) 0.00

2. DIVIDEND

No Dividend was declared for the current financial year.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

4. RESERVES

No amount has been carried by the Board to any Reserves.

5. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OFCOMPANY’S AFFAIR.

Your Directors wish to present the details of Business operations done during the yearunder review:

During the year the Company had a loss Rs.(277.37) lakhs (Previous Year Rs.2875.47Lakhs) after deduction of all expenses including depreciation Rs 0 (Previous YearRs 0) and Provision for Tax Rs. 13.80 lakhs (Previous Year Rs 3.75 lakhs) and the Companyhas incurred a loss of Rs.(431.39) lakhs (Previous Year Rs15.87)

Barring unforeseen circumstances your Directors are confident of achieving betterresults in the ensuing year.

6. CHANGE IN THE NATURE OF BUSINESS

There is no change in nature of Business.

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS.

The Company has taken adequate measures regarding internal control with reference tofinancial statement.

8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company do not have any Subsidiary/Joint Ventures/Associate Companies.

9. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

The Company do not have any Subsidiary/Joint Ventures/Associate Companies.

10. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

11. STATUTORY AUDITORS

M/s NPV& Associates Chartered Accountants who are Statutory Auditors of theCompany hold office in accordance with the provisions of the Act upto the conclusion ofthe forthcoming Annual General Meeting. The board assessed and determined that M/s NPV 85Associates will be the statutory auditors for the Company. The Company has receivedletters from M/s NPV& Associates Chartered Accountants to the effect that theirreappointment it would be in accordance with the provisions of Section 141 of theCompanies Act 2013.

12. AUDITORS’ REPORT

Auditors Report is self-explanatory and do not caill for any explanation andclarification by directors.

13. SHARE CAPITAL

A) Issue of equity shares with differential rights

The Company has not issued any Equity Shares during the year under review.

B) Issue of sweat equity shares

The Company has not issued any Sweat Equity Shares during the year under review.

C) Issue of employee stock options

The Company has not provided any Stock Option Scheme to the employees.

D) Provision Of Money By Company For Purchase Of Its Own Shares By Employees Or ByTrustees For The Benefit Of Employees

The Company has not bought back any of its securities during the year under review.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

Considering the fact that the Company is not a Manufacturing Company the Directorshave nothing to report pursuant the provisions of Section 134(m) of the Companies Act2013.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

16. DIRECTORS:

A) Changes in Directors And Key Managerial Personnel

Mr. Hemen Ratilal Shah (holding DIN 03425792) and Mr. Kushal Shah (holding DIN00434124) as Director of the Company will retire by rotation at this Annual GeneralMeeting and being eligible offers themselves for reappointment.

B) Declaration By An Independent Director And Re- Appointment If Any

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

17. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Company had 6 Board meetings during the financial year under review.

18. AUDIT COMMITTEE

The composition of Audit Committee and attendance of members in the meeting.

Name of the Member No. of meeting held No. of meetings attended
Mr. Hemen Shah 5 5
Mr. Kushal Shah 5 5

19. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Anukaran Commercial Enterprises Limited believes in the conduct of the affairs of itsconstituents in a fair and transparent manner by adopting highest standards ofprofessionalism honesty integrity and ethical behavior to ensure that a robust vigilmechanism is in place. Towards this end the Company has formulated a code of conduct foremployees through various policies. The Company has also formulated a separate code ofconduct for directors and senior management personnel.

The Whistle Blower Policy providing a mechanism to employee of the Company to reportviolation of personnel policies of the Company unethical behavior suspected or actualfraud violation of code of conduct was already in place.

Pursuant to Section 177(9) of Companies Act 2013 every listed Company shall establisha vigil mechanism for directors employees to report genuine concern or grievances.

Clause 49 of Listing Agreement provides for establishment of vigil mechanism fordirectors and employees for above mentioned matters.

The Company’s Whistle Blower Policy has been reviewed and amended in the light ofthe requirement of the Companies Act 2013 and Clause 49 of the Listing Agreement toensure highest standards of professionalism honesty integrity and ethical behaviorthrough robust vigil mechanism.

20. NOMINATION AND REMUNERATION COMMITTEE

The composition of Nomination and Remuneration Committee and attendance of members inthe meeting.

Name of the Member No. of meeting held No. of meetings attended
Mr.Hemen Shah 4 4
Mr.Kushal Shah 4 4

21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of Loans guarantees or investments made under Section 186 is toMaximaa Systems Limited Rs 50 lakhs.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of Loans guarantees or investments made under Section 186 is toMaximaa Systems Limited Rs 50 lakhs.

23. SECRETARIAL AUDIT REPORT

A Secretarial Audit Report given by Prasad Raghunath Baraskar a company secretary inpractice shall be in annexure - 1 with the report.

24. CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in Clause 49 of the Listing agreement.

25. RISK MANAGEMENT POLICY

The Company does not have any Risk Management Policy as the elements of riskthreatening the Company’s existence are very minimal.

26. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors’ Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state 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 has laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

27. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company

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