| The Directors are pleased to present the 20th Annual Report and the
Company's audited accounts for the financial year ended March 31, 2015.
Financial Results
The Summarized performance of the Company for the financial years
2014-15 and 2013-14 is given 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
OPERATIONAL OVERVIEW
For the year ended 31st March, 2015, your Company has reported total
revenue and net profit after taxation of Rs.90.57/- Lacs and Rs.
(143.36)/- Lacs respectively as compared to last year's 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 the Company.
TRANSFER TO RESERVES
The Company has not transferred any portion of profits to General
Reserve Account for the financial year.
DIVIDEND
Your Directors do not recommend any dividend on equity share for the
period ended 31st March, 2015 considering the current position of the
Company.
FIXED DEPOSITS
During the year under review your Company has not accepted any fixed
deposits within the 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
been appointed as a Non-Executive & Independent Director.
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mrs. Sunitaben Ajaykumar Jain, Independent
Director of the Company, retire at the ensuing Annual General Meeting
and being eligible have offered themselves for re-appointment.
Your Board has also proposed for the appointment of Mr. Jasmin Barot,
as Independent Directors 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. Sunitaben Ajaykumar Jain and Mr.
Jasmin Barot as an Independent Directors, not liable to retirement by
rotation, be passed
The Company has received necessary declaration from each Independent
Director of the Company under Section 149(7) of the Act, that they meet
the criteria of independence as laid 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 had been followed along with proper explanation
relating to material departures;
b. the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
c. the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets 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 financial controls to be followed by the company and that such
internal financial controls are adequate and were operating
effectively.
f. the directors had devised proper systems to ensure compliance with
the provisions of all 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 confirming that they meet the criteria of independence as
prescribed under the Section 149(6) of Companies Act, 2013 read with
Rules made there under as well as Clause 49 of the Listing Agreement.
REMUNERATION POLICY
The Company follows a policy on remuneration of Directors and Senior
Management Employees, 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, the Directors individually as well as the evaluation of
the working of its Audit and Nomination and Remuneration Committee.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of judgement safeguarding the interest of the Company etc.
The performance evaluation of the Independent Directors was carried out
by the entire Board. The performance evaluation of the Chairman and the
Non Independent Directors was carried out by the Independent Directors.
The Directors expressed their satisfaction 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 the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 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 on account 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, the Company 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 position of the Company which have occurred between the end
of the financial year of the Company to which 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
provision regarding 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 any manufacturing 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 under Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
SHARE CAPITAL
The paid up capital of the company is Rs.12,46,95,600/- and has
remained unchanged during the year. The company has not issued any
shares or stock with neither differential rights, nor granted stock
option or sweat equity shares.
BOARD MEETINGS
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 in the Companies
Act, 2013 (hereinafter "the Act").
AUDITORS
The Board of Directors of the Company have on the recommendation of the
Audit Committee proposed that pursuant to the provisions of Sections
139 to 142 and other applicable provisions, if any, of the Companies
Act, 2013 read with the underlying rules, M/s. S Kansal and Associates,
Chartered Accountants, Ahmedabad [FRN.: 134937W], be reappointed as
statutory auditor he Company, to hold office from the conclusion of
this Meeting until the conclusion of s of t the next Annual General
Meeting (AGM) of the Company, subject to ratification by Members every
year on a remuneration (including terms of payment) to be fixed by the
Board of Directors of the Company, based on the recommendation of the
Audit Committee.
M/s. S Kansal and Associates, Chartered Accountants, Ahmedabad have
forwarded their certificates to the Company stating that their
re-appointment, if made, will be within the limit specified in that
behalf in section 141 of the Companies Act, 2013.
AUDITORS' REPORT
The Auditors' qualification and directors' explanation are as under:
A) In respect of balances of receivables and payables confirmation and
reconciliation is unsecured and doubtful. Impact is uncertain and
cannot be commented by us. For receivables considered doubtful and no
provision has been created in the books of accounts. Explanation:
Observations made in the Auditor's Report are self-explanatory and
therefore do not call for any further comments
B) Claims & Discounts payable to the debtors/creditors are subject to
confirmations, adjustments and realization are not ascertained:
Explanation: Observations made in the Auditor's Report are
self-explanatory and therefore do not call for any further comments
C) Valuation and verification of inventories is as taken, valued and
certified by the management, the impact of any variation on the
statement of Profit and Loss and state of affairs not being
ascertained.
Explanation : Observations made in the Auditor's Report are
self-explanatory and therefore do not call for any further comments
D) Realizable value of inventories not ascertained in view of no
physical verification of inventories and same is accepted as per the
management declaration and therefore shortfall/excess realization will
affect the financial results. As explained to us, inventories have been
physically verified by the management at regular intervals during the
year. Explanation: Observations made in the Auditor's Report are
self-explanatory and therefore do not call for any further comments
E) According to the information and explanations given to us,
undisputed dues in respect of provident fund, value added tax,
professional tax which were outstanding, at the year end, for a period
of more than six months from the date they became payable are of Rs.
11.60 lacs Explanation: The Company is facing financial crunches and
Board of Directors are striving hard to improve the position of the
Company.
F) The Company's accumulated losses at the end of the financial year
are less than fifty per cent of its net worth but it has incurred cash
losses in the current year only and not in the immediately preceding
financial year.
Explanation: The Company is facing financial crunches and Board of
Directors are striving hard to improve the position of the Company.
G) Based on our audit procedures and as per the information and
explanations given by the management, the Company has defaulted in the
repayment of loan and interest on loan to the financial institutions
and banks. The company does not have provisions of interest payable to
bank/NBFC amounting to Rs. 127.42 lacs in view of default.
Explanation: The Company is facing financial crunches and Board of
Directors are striving 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 the Company. The report of the
Secretarial Auditors is enclosed as Annexure II to this report.
The Secretarial Auditors' comments and Boards explanation are as under:
A) The Company has closed its register of members and given
advertisement but copy of the same was not available with the Company
for my verification.
Explanation: In process of shifting of registered office some documents
of the Company were misplaced.
B) The Nomination and Remuneration Committee was not duly constituted
as per the provisions of the Act.
Explanation: The Company is in process of appointing Independent
Director in subsequent AGM 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 Comply with the Same.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause 49 of the Listing Agreement with the Stock
Exchanges, the Management Discussion and Analysis of the financial
condition and results of consolidated operations of the Company under
review, is annexed as Annexure -III and forms an integral part of the
Directors' Report.
CORPORATE GOVERNANCE
A report on Corporate Governance along with a Certificate from the
Auditors of the Company regarding the compliance with conditions of
Corporate Governance as also the Management Discussion and Analysis
Report as stipulated under Clause 49 of the Listing Agreement 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 year, the Company continued to implement their suggestions
and recommendations to improve the control environment. Their scope of
work includes review of processes for safeguarding the assets of the
Company, review of operational efficiency, effectiveness of systems and
processes, 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, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at www.anshusclothing.com
RELATED PARTIY DISCLOSURES
During the year there was no contract or arrangements entered into by
the Company with related 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 to promote a pro-active approach in reporting, evaluating
and resolving risks associated with the business. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. These are discussed
at the meetings of the Audit Committee and the Board of Directors of
the Company. The Company's internal control systems are commensurate
with the nature of its business and the size and complexity
CODE OF CONDUCT
Your Company has adopted a Code of Conduct for its Board Members and
Senior Management personnel. The code of conduct has also been posted
on the official website of the Company. The declaration by the Managing
Director of the Company regarding compliance with the Code of Conduct
for Board Members and Senior Management is annexed with the Corporate
Governance Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Rule 9 of Companies (Corporate Social Responsibility Policy) Rules is
not applicable to the company.
INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading)
Regulations, 1992, as amended from time to time, the code of conduct
for prevention of insider trading and the code for corporate
disclosures ("Code"), as approved by the Board from time to time, are
in force by the Company. The objective of this Code is to protect the
interest of shareholders at large, to prevent misuse of any price
sensitive information and to prevent any insider trading activity by
dealing in shares of the Company by its Directors, designated employees
and other employees. The Company also adopts the concept of Trading
Window Closure, to prevent its Directors, Officers, designated
employees and other employees from trading in the securities of the
Company at the time when there is unpublished price sensitive
information.
CAUTIONARY STATEMENT
Statements in the Directors Report and the Management discussion &
Analysis describing the Company's objectives, expectations or
predictions may be forward looking within the meaning of applicable
securities laws and regulations. Actual results may differ materially
from those expressed in the statement. Important factors that could
influence the Company's operations include global & domestic demand and
supply conditions affecting selling prices, new capacity additions,
availability of critical materials and its cost, changes in government
policies and tax laws, economic development of the country and such
other factors which are material to the business operations of the
Company.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation of the
co-operation and assistance received from Shareholders, Bankers,
regulatory bodies and other business constituents during the year under
review. Your Directors also wish to place on record their deep sense of
appreciation for the commitment displayed by all executives, officers
and 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 Anshu's Clothing Limited
Ravi Bhandari
Managing Director
(DIN: 01227082) |