Directors’ Report To, The Members of Anshuni Commercials Limited, Your Directors are pleased to present herewith the 30th Annual Report on the business and operations of your Company together with the audited financial statements and Auditor's Report for the financial year ended 31st March, 2015. 1. The State of the Company's Affairs FINANCIAL PERFORMANCE: Your Company has reported revenue growth during the financial year 2014-2015. Total income increased to INR 5,807,776 from INR 3,439,482 in the previous financial year. The profit before tax increased to INR 263,972, by 63.44% while net profit after tax increased to INR 178,562, by 62.58%. 2. DIVIDEND: As the Activities of the Company are expanding day by day, your Directors think it proper to conserve the funds of the Company and therefore your Directors do not recommend Dividend for the year. However, it will be the endeavour of the Management of your Company to 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 AND OUTGO 1SECTION 134 (3) (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 been taken 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 (C) 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 of your Company. 6. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR: No material changes and commitments have occurred after the close of the year till the date of this Report, which affects the financial position of the Company. 7. CHANGES IN AUTHORISED SHARE CAPITAL: During the financial year 2014-2015 there was no change in the Authorised Share Capital of your Company. 8. CHANGES IN PAID-UP SHARE CAPITAL: During the financial year 2014-2015, there was no change in the Paid-Up Share Capital of your Company. 9. DETAILS OF NEW SUBSIDIARY/ IOINT VENTURES/ASSOCIATE COMPANIES: There are no New Subsidiary/ Joint Venture / Associates Companies. 10. ANNUAL RETURN: The extract of Annual Return pursuant to Section 92 of the Companies Act, 2013 read with The Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-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 the provisions of the Companies Act, 2013 and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 is appended as ANNEXURE-2 of the rules prescribed under Chapter IX relating to Accounts of Companies 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 (Meetings of 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 body corporate or person, 3. acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, Exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more only with prior approval by means of a special resolution passed at a general meeting. Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to Financial Statement and also detailed in " ANNEXURE 3". 13. FIXED DEPOSITS / DEPOSITS: During the year under review your Company has not accepted or invited any fixed deposits from the public and there are no outstanding fixed deposits from the public as on the Balance Sheet date. Your Company has not accepted deposit from the public falling within the ambit of Section 73(1) of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. 14. DISCLOSURES UNDER SECTION 164(2): None of the Directors of your Company are disqualified from being appointed as Directors 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 has designated Mr.Artshul Nitin Mehta, Chief Financial Officer and Mr. Nitin Kalidas Mehta, Managing Director of your Company as the Key Managerial Personnel as per the requirement of Section 203 of the Companies Act, 2013. 17. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF 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 has prescribed that your Company shall have minimum two Independent Directors. All the above Independent Directors meet the criteria of 'independence' prescribed under section 149(6) and have submitted declaration to the effect that they meet with the criteria 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 constituted a Nomination and Remuneration Committee consisting of 3 non-executive directors out of which 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 detemiining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 and the policy formulated by the Committee is forming part of this report and enclosed herewith in ANNEXURE-4. II. Audit Committee: Your Company under the provisions of Section 177 of the Companies Act, 2013 has constituted an " Audit Committee" comprising of minimum three directors with independent directors forming a majority. The Audit Committee acts in accordance with the Terms 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 of the company; 2. Review and monitor the auditor's independence and performance, and effectiveness of audit process; 3. Examination of the financial statement and the auditors' report thereon; 4. Approval or any subsequent modification of transactions of the company with related parties; 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 before the Audit Committee during the year. Suitable disclosures have been made in the financial statements. The Minutes of the Meetings of the Committee are circulated through email to all Directors and are confirmed at the subsequent Meeting. III. 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 following two Non-Executive and Independent Directors and one Executive Director b) During the Financial Year 2014 -15, No meeting of the Remuneration Committee was held. c) Investors' / Shareholders' Grievance Redressal: The Shareholders' Grievance Committee continued to function effectively during the year under review. It continued to attend the matters related to Share Transfers and redressal of Shareholders' complaints. The complaints and grievances of shareholders received were duly attended by the Committee and as of now no complaints are pending. e) Terms of reference of the Cornmittee, inter aha, includes the following: • Transfer/Transmission of shares; • 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 Blower Policy (WBP) for directors and employees to report genuine concerns and to deal with instance of fraud and mismanagement, if any. 20. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS: During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various 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 the performance of individual Directors mcluding the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company. Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose. 21. BOARD MEETINGS: The Board of Directors (herein after called as "the Board") met for Four times during the Year under review: 22. LISTING FEES: The Equity Shares of your Company are listed on the BSE Limited (BSE). Your Company has paid the applicable listing fees to the above Stock Exchange for the financial year 2015-2016. Your Company's shares are also traded in dematerialized segment for all investors compulsorily and your Company had entered into agreements with the Central Depository Services (India) Limited (CDSL) for custodial services. 23. INTERNAL FINANCIAL CONTROLS: Your Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material 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 the efficient conduct of your Company's business. Your Company adheres to good practices with respect to transactions and financial reporting and ensures that all its assets are appropriately safeguarded and protected against losses. The Internal Auditor of your Company conducts the audit on regular basis and the Audit Cornmittee actively reviews internal audit reports and effectiveness of internal control systems. Internal Control Systems are implemented to safeguard your Company's assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakages, to provide 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 high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development 26. PARTICIPATION IN THE GREEN INITIATIVE: Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Members through electronic mode. All the Members are requested to join the said program by sending their 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' has been introduced by Clause 49. As per Clause 49(11) (B) (7) of the Equity Listing Agreement "The Company shall familiarise the independent directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes." The Company is in the process of developing familiarisation programmes for its independent directors including their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters. 28. DIRECTOR'S RESPONSIBILITY STATEMENT: Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating management, your Directors make the following statement and confirm that- (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 had devised proper systems to ensure compliance with the provisions of 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 General Meeting of your Company held on 30th September, 2014, the appointment of M/s. VA.Parikh & Associates (Chartered Accountants, Mumbai as a Statutory Auditors of your Company for the period of five financial years from 2014 - 2015 to 2018 - 2019 the Statutory Auditors of your Company as per the requirement of Section 139(1) and all other applicable provisions of the Companies Act, 2013. A resolution proposing ratification of appointment of M/s. V.A.Parikh & Associates, Chartered Accountants, Mumbai, as the Statutory Auditors of your Company for the financial year 2015-2016, pursuant to Section 139(1) and all other applicable provisions of the Companies Act, 2013 forms part of the Notice. Your Company has received a letter from M/s. V.A.Parikh & Associates, Chartered Accountants, Mumbai as the Statutory Auditors, the ratification of appointment, if made, shall be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified in terms of Section 141 of the Companies Act, 2013. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered 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 has appointed M/s. Pramod S. Shah & Associates, a firm of Company Secretaries in Practice, Mumbai 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 of Company Secretaries in Practice, Mumbai to undertake the 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 in their report. (b) QUALIFICATION GIVEN BY THE SECRETARIAL AUDITOR: There are no qualificatory remarks made by the Secretarial Auditors of the Company in their report. 33. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL AND EMPLOYEES: a. None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Rule (5)(2), Chapter XfiT 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 Key Managerial Personnel is provided in Form No. MGT 9-extract of annual return appended as Annexure 1. 34. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. Your Company has always believed in providing a safe and harassment free workplace for every individual through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment During the year ended 31 March, 2015, no complaints have been received pertaining to sexual harassment. 35. ACKNOWLEDGEMENT: Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment The Board place on record its appreciation for the support and cooperation your Company has been receiving from its investors, customers, vendors, bankers, financial institutions, business associates, Central & State Government authorities, Regulatory authorities and Stock Exchanges. For and on behalf of the Board of Directors Nitin Mehta Managing Director Anshul Mehta Director Date: 29th May, 2015 Place: Mumbai |