Anisha Impex Limited
Your Directors are pleased to present their 19th Annual Report on the business andoperations of your Company together with the Audited Accounts for the year ended 31stMarch 2019.
The Financial performance of the Company for year ended 31st March 2019 is summarizedbelow:
1. Financial Highlights:
| || ||(Rs. in Lacs) |
|Particulars ||2018-19 ||2017-18 |
|Income from operations ||5018.58 ||5524.45 |
|Other Income ||118.27 ||27.01 |
|Total Income ||5136.85 ||5551.46 |
|Less: Expenditure ||5129.70 ||5546.75 |
|Profit/(Loss) before Interest Depreciation & Tax ||7.15 ||4.71 |
|Less: Interest & Depreciation ||Nil ||Nil |
|Profit & Loss Before Tax ||7.15 ||4.71 |
|Tax Expense (including Previous year Tax Adjustment) ||2.07 ||3.35 |
|Profit/(Loss) after Tax ||5.07 ||8.07 |
|Add: Profit/(Loss) Brought Forward ||Nil ||Nil |
|Amount available for Appropriation /(Loss) ||5.07 ||8.07 |
2. Highlights of Performance
During the year under review total income was Rs. 5136.85 Lacs as compared to Rs5551.46 Lacs in 2018. Net Sales for the current financial year were Rs.5018.58 Lacs ascompared to Rs. 5524.45 Lacs in 2018. Profit after tax (PAT) stood at Rs.5.07 Lacs asCompared to Rs. 8.07 Lacs in 2018.
3. Reserve & Surplus
During the Financial year 2018-2019 Rs.5.07 Lacs amount to carry or transfer toReserve & Surplus Account under Companies Act 2013.
In view of the requirement of the profits for strengthening of the company yourdirectors have decided to plough back the profit into the business hence no dividend couldbe recommended for the year under review.
5. Share Capital
The paid-up Equity Share Capital as on March 31 2019 was Rs.164322000. During the yearunder review the company has not issued any shares or any convertible instruments.
6. SCORE Registration
During the year review no such cases were registered on SCORES Portal of SEBI from anyinvestor of the Company.
7. Subsidiary Company/Associate/Joint Venture
There has been no subsidiary Associate and Joint Venture companies during the year assuch; the requirement of furnishing information relating to performance and financialposition of the subsidiary Associate and Joint Venture companies is not applicable.
8. Directors & Committees
During the under review Mr. Sachin Sharma has appointed as Whole-Time Director Mrs.Priti Agarwal has appointed as Independent Director of the Company w.e.f. 25th June2018and Mr. Rama nand Gupta has also appointed as Independent Director w.e.f. 31stAugust2018.Futher Mrs. Puja Malik has resigned as Non-Executive Director w.e.f. 25thJune 2018 and Mr. Dinesh Singh Patwal has resigned as Independent Director w.e.f. 31stAugust2018 of the company.
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company.
|SL. No. Name of the Person ||Designation |
|i. Mr. Sunil Kumar Malik ||Managing Director Whole-Time Director Chief Financial Officer Company Secretary & Compliance officer |
|ii. Mr. Sachin Sharma || |
|iii. Mr. Anshu Agarwal || |
|iv. Ms. Bhawna Saunkhiya || |
*Ms. Bhawna Saunkhiya has appointed as Company Secretary of the Company w.e.f. 14thNovember 2018 and Mr. Ram Mohan Jha has resigned as Company Secretary of the company onsame date.
In accordance with the provisions of Companies Act 2013 Mr. Sunil Kumar Malik (DIN:00143453) Non-Executive Director retires by rotation and being eligible offers himselffor re-appointment.
DECLARATION FROM INDEPENDENT DIRECTORS
All independent directors have given declaration that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and Regulation25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
As on date of this Report The Board has Four Committees:
a. Audit Committee
b. Nomination and Remuneration Committee
c. Stakeholders' Relationship Committee
d. Corporate Social Responsibility Committee
As per Regulation 21 of SEBI (LODR) Regulations 2015 the Board needs to constituteRisk Management Committee wherein majority of the members of Risk and ManagementCommittee should consists of Members of Boards. This regulation is applicable only to top100 listed entities determined on the basis of market capitalization as at the end ofthe preceding financial year. Since your Company is not amongst top 100 listed entitiesyour Company has not constituted a Risk Management Committee.
In line with the provisions of the Act and SEBI (LODR) the Company has devised andimplemented a vigil mechanism in the form of "Whistle Blower Policy". As perthe Policy the Company has an internal committee comprising of the Head-HR and theCompliance Officer of the Company to address the functioning of the vigil mechanism asmandated by the Act and assist the Audit Committee thereunder.
The detailed information regarding the committees of the Board including compositionof the Audit Committee Nomination and Remuneration Committee and Share Transfer and ShareHolders /Investors Grievance Committee has been given in the Corporate Governance Reportwhich forms an integral part of this Report.
The company is having an audit committee comprising of the following directors:
|Name ||Status ||Category |
|Puneet Bhawaker ||Chairman ||Non-Executive & Independent |
|Rama Nand Gupta ||Member ||Non-Executive & Independent |
|Sachin Sharma ||Member ||Executive Director |
Nomination and Remuneration Committee
The company is having a Nomination and Remuneration Committee comprising of thefollowing directors:
|Name ||Status ||Category |
|Rama Nand Gupta ||Chairman ||Non-Executive & Independent |
|Puneet Bhawaker ||Member ||Non-Executive & Independent |
|Priti Agarwal ||Member ||Non-Executive & Independent |
Share Transfer and Share Holders /Investors Grievance Committee
The company is having a Share Transfer and Share Holders /Investors Grievance Committeecomprising of the following directors
|Name ||Status ||Category |
|Priti Agarwal ||Chairman ||Non-Executive & Independent |
|Punnet Bhawaker ||Member ||Non-Executive & Independent |
|Rama Nand Gupta ||Member ||Non-Executive & Independent |
9. Directors' Responsibility Statement
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:
a) that in the preparation of the annual financial statements for the year ended March31 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b) that such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2019 and of the profit of the Company for the year ended on thatdate;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively
f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
10. Board Meetings
During the year Six Board Meetings and one independent directors' meeting was held. TheDetails of which are given in Corporate Governance Report. The provisions of CompaniesAct 2013 and SEBI (LODR) Regulations 2015 were adhered to while considering the time gapbetween two meetings. During the year under review the Independent Director met on March15 2019.
11. Compliance with Secretarial Standards
During the year under review the Company has duly complied with the applicableprovisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by the Institute of Company Secretaries of India.
12. Related Party Transactions
The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. All transactionsentered with the Related Parties as defined under the Companies Act 2013 and Regulation23 of the SEBI (Listing Obligation &Disclosure Requirements) Regulations 2015 duringthe financial year were in the ordinary course of business and on arm's length basis anddo not attract the provisions of section 188 of the Companies Act 2013. Thus disclosurein form AOC- 2 is not required. Related party transactions have been disclosed under theNote 24 of the financial statements in accordance with Accounting Standard 18.
A statement in summary form of transactions with related parties in the ordinary courseof business and arm's length basis is periodically placed before the Audit committee forreview and recommendation to the Board for their approval.
M/s. Garg Arun & Associates. Chartered Accountants (Firm Registration No. 8180N)who are the statutory auditors of the company holds office for till the conclusion of theforthcoming Annual General Meeting and is eligible for re-appointment. They have confirmedtheir eligibility to the effect that their appointment. If made would be within theprescribed limits under Section 141(3)(g) of the Companies Act2013 and that they were notdisqualified for re-appointment. Your Board recommends the rectification of theirappointment for the financial year 2019-20.
Since the Proviso to Section 139(1) has been omitted from the Companies Act 2013w.e.f. 7th May2018. Now no ratification of appointment of Auditors was required.Therefore in the ensuring Annual General Meeting the appointment of M/s Garg Arun &Associates as the statutory auditor of the company was not required to be ratified.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Sachin Agarwal & Associates. (CP No.:3568 FCS: 6148) Company Secretariesto undertake the secretarial audit of the company. The Secretarial Audit Report is annexedherewith as Annexure A' to this report.
M/S T.K. Gupta & Associates Chartered Accountants performs the duties of internalauditors of the company and their report is reviewed by the audit committee from time totime.
14. Reporting of Frauds
There was no instance of frauds during the year under review which required theStatutory Auditors to report to the Audit Committee and/ or Board under Section 143(12) ofthe Act and Rules framed thereunder.
The Equity Shares of the Company are presently listed at BSE Limited on SME Platform.Listing Fee for the year 2019-20 is paid.
16. Particulars of Employees
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows:
The company has one Executive Director remuneration paid under ceiling limit ofCompanies Act 2013. Further no sitting fee has been paid to any director during theyear.
The particulars of the employees who are covered by the provisions contained in Rule5(2) and rule 5(3)of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are:
|SR. No. Name of Director/KMP and Designation ||Remuneration of Director/KMP for financial year 2018- 19 (in Rs.) ||Increase in Remuneration in the Financial Year 2018-19 ||Ratio of remuneration of each Director /to median remuneration of employees |
|1. Sunil Kumar Mailk Managing Director ||1560000 ||120000 ||NIL |
|2. Anshu Agarwal Chief Financial Officer ||786500 ||63461 ||NIL |
|3. Ram Mohan Jha Company Secretary & Compliance Officer ||206250 ||13750 ||NIL |
|4. Bhawna Saunkhiya Company Secretary & Compliance Officer ||150000 ||- ||NIL |
The remuneration paid to all Key management Personnel was in accordance withremuneration policy adopted by the company.
17. Board Evaluation
Pursuant to the provisions of companies Act 2013 and (Listing Obligation andDisclosure Requirement) Regulation 2015 the Board has carried out annual performanceevaluation of its own performance the directors individually as well the evaluation ofthe working of its Audit Nomination & Remuneration and Stakeholder committee. Themanner in which the evaluation has been carried out has been explained in CorporateGovernance Report.
18. Business Risk Management
Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion. Therefore in accordance withRegulation 17(9) of the Securities Exchange Board of India (Listing Obligation andDisclosure Requirement) Regulation 2015 the Board members were informed about riskassessment and minimization procedures after which the Board formally adopted steps forframing implementing and monitoring the risk management plan for the company.
The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.
In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities. Business risk inter-aliafurther includes financial risk political risk fidelity risk legal risk. As a matter ofpolicy these risks are assessed and steps as appropriate are taken to mitigate the same.
19. Policy on Directors' Appointment and Remuneration
The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
20. Material changes and commitments if any affecting the financial position of thecompany occurred between the end of the financial year to which these financial statementsrelate and the date of the report.
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year 2018-19 and the date of this Report.Further there was no change in the nature of business of the Company.
21. Significant and Material Orders Passed by the Regulators or Courts
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
22. Information Technology and Communications
During the financial year 2018-19 apart from upgrading the existing softwareapplications with enhanced/ added features to meet the current and emerging businessneeds certain new application systems were implemented. Regular updation of Systems andprocedures is undertaken from time to time to provide checks and alerts for avoiding fraudarising out of misrepresentation given by borrower/s while availing loans.
23. Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo
Pursuant to section 134(3)(m) of the Companies Act 2013 read with Rule8 of TheCompanies (Accounts) Rules 2014 as amended the relevant information is given below:
Conservation of Energy:
The Company's operations are not power intensive. Nevertheless your Company is takingevery steps to conserve and minimize the use of energy wherever possible such as usingenergy efficient computer terminals purchasing energy efficient equipment etc.
Research and Development:
The Company has no formal research and development department but the Company iscontinuously making efforts to strengthen research and development activities to improvequality and reduce cost.
Technology Import and Absorption:
The Company has imported no technology. Indigenous technology available is continuouslyupgraded to improve overall performance.
Foreign Exchange Earnings and Out Go
| ||2018-19 ||2017-18 |
|Foreign Exchange Outgo ||Nil ||5421333.31 |
|Foreign Exchange Earnings ||3426607 ||Nil |
24. Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure B".
25. Corporate Governance
According to the Securities Exchange Board of India (Listing Obligation and DisclosureRequirement) Regulation 2015 a separate section on corporate governance practicesfollowed by the Company together with a certificate from the Company's Auditorsconfirming compliance forms an integral part of this Report. The Report on CorporateGovernance by Auditor is forming part of Annual Report.
26. Management Discussion and Analysis Report
Pursuant to the Regulation 34 of the Securities Exchange Board of India (ListingObligation and Disclosure Requirement) Regulation 2015 the Management Discussion andAnalysis is a forming part of this Annual Report.
27. Public Deposit
Your Company has not accepted any deposits from the public during the year underreview.
28. Corporate Social Responsibility
The Board of Directors of the Company hereby confirms that the provisions of Section135(1) of the Companies Act 2013 is not applicable to our company.
29. Bonus Issue
The Company has not allotted a bonus issue of Shares during the year.
30. Auditors' Report
The Auditors' observations are self-explanatory and hence do not call for any furtherclarification under section 134(5) of the Companies Act 2013.
31. Investor Complaints and Compliance
During the year there were no complaints from investor as on date no Complaints arepending.
32. Earnings per Share (EPS)
The Earnings per Share (EPS) is Rs. 0.03 as at March 31 2019 as against Rs. 0.05 as atMarch 31 2018.
33. Regulatory Guidelines/Amendments
The Company has also been following directions guidelines circulars issued by RBISEBI BSE MCA from time to time pertaining to listed companies.
34. Codes and Standards Fair Practice Code
Company has in place a Fair Practice Code (FPC) which includes guidelines onappropriate staff conduct when dealing with customers and on the organization's policiesvis--vis client protection.
35. Internal Control System and Their Adequacy
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.Even through this non-production period the Company continues to ensure proper andadequate systems and procedures commensurate with its size and nature of its business.
36. Vigil Mechanism / Whistle Blower Policy
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policy.The Vigil Mechanism / Whistle Blower Policy will be posted on company website.
37. Particulars of Loans Guarantees and Investments
The particulars of loans guarantees and investments is given by the Company underSection 186 of the Companies Act 2013 and other detailed in Notes to Accounts of theFinancial Statements.
38. Compliance with the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013
Your Corporation is committed to prevention of sexual harassment of women at workplaceand takes prompt action in the event of reporting of such incidents. In this regardinternal complaints committees have been constituted to deal with sexual harassmentcomplaints if any and conduct enquires.
There were no complaints received of sexual harassment during the financial year2018-19.
39. Code of Conduct
Company has adopted 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.
40. Code for Prevention of Insider Trading Practices
Your Company has formulated and adopted a Code for Prevention of Insider TradingPractices in accordance with the model code of conduct as prescribed under the SEBI(Prohibition of Insider Trading) Regulations 1992 as amended. The code is applicable toall directors senior employees and their dependents. The said persons are restricted fromdealing in the securities of the Company during the restricted trading periods'notified by the Company from time to time. The code for prevention of Insider trading hasalso been posted on the official website of the Company.
41. Declaration for Acceptance & Deposit from Directors & their Relatives
During the financial year The Company received money from Directors pursuant toCompanies (Acceptance of Deposits) Amendments Rules 2016.
A Note of Appreciation
The Directors place on record their appreciation for co-operation and support extendedby the Government RBI Banks SEBI Shareholders Bankers to issue RTA and customers fortheir continued support extended to the company at all times. The Directors furtherexpress their deep appreciation to all employees for commendable teamwork high degree ofprofessionalism and enthusiastic effort displayed by them during the year.
| ||For and Behalf of the Board of Directors |
| ||Anisha Impex Limited |
|Sd/- ||Sd/- |
|Mr. Sunil Kumar Malik ||Mr. Anshu Agarwal |
|(Managing Director) ||(Director) |
|DIN: 00143453 ||DIN: 08192908 |
|159 Gagan Vihar ||EE-106 Avantika |
|New Delhi-110051 ||Extension Ghaziabad |
| ||UP-201002 |