BOARD REPORT OF ANUKARAN COMMERCIAL ENTERPRISES LIMITED TO, THE MEMBERS, Your Directors have pleasure in submitting their Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015 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 was no 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 OF COMPANY'S AFFAIR. Your Directors wish to present the details of Business operations done during the year under 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 Year Rs 0) and Provision for Tax Rs. 13.80 lakhs (Previous Year Rs 3.75 lakhs) and the Company has incurred a loss of Rs.(431.39) lakhs (Previous Year Rsl5.87) Barring unforeseen circumstances, your Directors are confident of achieving better results 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 THE FINANCIAL STATEMENTS. The Company has taken adequate measures regarding internal control with reference to financial 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 JOINT VENTURE 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 the Company, hold office, in accordance with the provisions of the Act upto the conclusion of the forthcoming Annual General Meeting. The board assessed and determined that M/s NPV 85 Associates will be the statutory auditors for the Company. The Company has received letters from M/s NPV& Associates, Chartered Accountants to the effect that their reappointment, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. 12. AUDITORS' REPORT Auditors Report is self-explanatory and do not call for any explanation and clarification by directors. 13. SHARE CAPITAL A)ls8ue 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 By Trustees 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 AND OUTGO Considering the fact that the Company is not a Manufacturing Company, the Directors have nothing to report pursuant the provisions of Section 134(m) of the Companies Act, 2013. 15. CORPORATE SOCIAL RESPONSIBILITY (CSR) The Company has not developed and implemented any Corporate Social Responsibility initiatives 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 DIN 00434124) as Director of the Company will retire by rotation at this Annual General Meeting and being eligible offers themselves for reappointment. 8) Declaration By An Independent Director And Re- Appointment, If Any The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the 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. 19. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES Anukaran Commercial Enterprises Limited believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior to ensure that a robust vigil mechanism is in place. Towards this end, the Company has formulated a code of conduct for employees through various policies. The Company has also formulated a separate code of conduct for directors and senior management personnel. The Whistle Blower Policy providing a mechanism to employee of the Company to report violation of personnel policies of the Company, unethical behavior, suspected or actual fraud, violation of code of conduct was already in place. Pursuant to Section 177(9) of Companies Act, 2013, every listed Company shall establish a vigil mechanism for directors, employees to report genuine concern or grievances. Clause 49 of Listing Agreement provides for establishment of vigil mechanism for directors and employees for above mentioned matters. The Company's Whistle Blower Policy has been reviewed and amended in the light of the requirement of the Companies Act, 2013 and Clause 49 of the Listing Agreement to ensure highest standards of professionalism, honesty, integrity and ethical behavior through robust vigil mechanism. 21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 The particulars of Loans, guarantees or investments made under Section 186 is to Maximaa 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 to Maximaa Systems Limited Rs 50 lakhs. 23. SECRETARIAL AUDIT REPORT A Secretarial Audit Report given by Prasad Raghunath Baraskar, a company secretary in practice shall be in annexure - 1 with the report. 24. CORPORATE GOVERNANCE CERTIFICATE The Compliance certificate from the auditors regarding compliance of conditions of corporate 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 risk threatening 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 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 companj' 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, has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (/} 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. 27. ACKNOWLEDGEMENTS Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company |