DIRECTORS REPORT To The Memebers Anisha Impex Limited Your Directors are pleased to present their Fourteen Annual Report on the business and operations of your Company together with the Audited Accounts for the year ended 31st March, 2015. Results of Financial Position The Company has a net profit of Rs. 1206093 after providing Profit/ (Loss) before Interest, Depreciation & Tax amounting to Rs.1776459 during the year as compared to loss amounting to Rs. (189721) after providing Profit/ (Loss) before Interest, Depreciation & Tax amounting to Rs. 199166 during previous year. Reserve & Surplus During the Financial year 2014-2015, Rs.12.069 lacs amount to carry or transfer to Reserve & Surplus Account under Companies Act, 2013. Dividend During the Year the Company has booked net profit of Rs.12.069 lacs but Board of Directors decided company should grew in long run period so not to pay dividend for the financial year 2014-2015. Credit Rating IRDA has assigned ratings for the Long term rating of [ICRA] B+ (pronounced ICRA B plus) to the captioned LOC Share Capital The paid up Equity Share Capital as on March 31, 2015 was Rs.16, 43, 22,000. During the year under review the company has not issued any shares or any convertible instruments. SCORE Registration During the year there are not any cases under SCORES Registration, Textile Industry Outlook & Opportunities Textile industry contributes to nearly 12% of India's forex earnings. But, the branding of India's prowess especially pertaining to the exports has been about technology. It's a pity that textile industry, despite being on the export forefront, has never been given its due despite its heavy potential irrespective of the weather in the market. India has always been self-sufficient with textiles and is not dependant on imports. This is the only industry which has been posting growth graph year after year. However, textile industry is expected to grow well into the future, with improved bilateral relationships with countries that have been the biggest clients of India. 'Needed' items Budget 2015 has surely raised the expectations of textile industry to put forth its list of 'needed' items. Some of the textile honchos feel government should take steps to cap the interest rates for exporters at 7% which would then encourage them to make further investments. World share Though India is self sufficient in textile industry, country's share in the world market is a mere 4% compared to 35% of China. India needs to focus on scaling operations if this scenario has to change. High expectations MSMEs are hoping that they would be able to make some headway into the otherwise highly competitive markets, which are dominated by corporate houses. Investment on exclusive technology There are varied opinions on this front where technology plays a role in bringing down the manufacturing and operative costs. While one section would always argue that money saved is money earned, by way of adapting new technology; there is another section that believes technology alone cannot save textile industry without appropriate measure being taken in its favour. Corporate Social Responsibility As per the requirement of sub section 135 of the Companies Act 2013, the Company was required to spend at least two percent of its average net profits for the three immediately preceding financial years, in pursuant of its Corporate Social Responsibility (CSR) Policy. Till 31 March 2015, the Company has booked the required amount for the CSR which was spent next financial year to the provision of Section 135 of the Companies Act, 2013 and Rules framed thereunder Human Resources The well disciplined workforce which has served the company for three decades lies at the very foundation of the company's major achievements and shall well continue for the years to come. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance. Business Risk Management Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with clause 52 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same. Non-Performing Assets and Provisions for Contingency Company adhered to the prudential guidelines for Non performing Assets (NPAs), issued by Reserve Bank of India, as amended from time to time. As per the prudential norms, the income on such NPAs is not to be recognized. As per the prudential norms prescribed by the Reserve Bank of India, the Company has made provision for contingencies on standard as well as non-performing assets. Internal Control System and Their Adequacy The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the 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 and adequate systems and procedures commensurate with its size and nature of its business. Vigil Mechanism / Whistle Blower Policy In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of company. Directors & Committees At the 14th Annual General Meeting of the company held on 29th September, 2014 the company had appointed the existing independent directors Shri Dinesh Singh Patwal (DIN 01146482) as independent directors under the companies Act, 2013 for 5 consecutive years. All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 52 of listing agreement. At a board meeting held on 03.09.2014 the board had appointed Shri Puneet Bhawaker (DIN: 06971183) as an Additional Director in the category of Independent Director under the companies Act, 2013 for 5 consecutive years. In accordance with the provisions of Companies Act, 2013 Smt. Puja Malik (DIN: 01189442), Non Executive Director retires by rotation and being eligible offers himself for re-appointment. Board Evaluation Pursuant to the provisions of companies Act, 2013 and clause 52 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report. Remuneration Policy The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. Meetings During the year five Board Meetings and one independent directors' meeting was held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings. Audit Committee The company is having an audit committee comprising of the following directors: Directors' Responsibility Statement To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013: a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 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 financial controls were adequate and were operating effectively. f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. Related Party Transactions There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. Significant And Material Orders Passed By The Regulators Or Courts There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. AUDITORS Statutory Auditors M/s MARS & Associates (Firm Registration No.010484N), Chartered Accountants have been appointed as statutory auditors of the company at the last Annual General Meeting held on 29.09.2014 for a period of four years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. Secretarial Auditors 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 has appointed M/s Sachin Agarwal & Associates. (CP No.3568, FCS: 6148), Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure 1'. Internal Auditors M/S Kishnani & Associates, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time. 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 employees of the Company is as follows: The company has one Executive Director, remuneration paid under ceiling limit of Companies Act, 2013. Further, no sitting fees has been paid to any director during the year. The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are: a) Employed throughout the year Nil b) Employed for part of the year Nil The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the company. Information Technology and Communications During the financial year 2014-15, apart from upgrading the existing software applications with enhanced/ added features to meet the current and emerging business needs, certain new application systems were implemented. Regular updation of Systems and procedures is undertaken from time to time to provide checks and alerts for avoiding fraud arising out of misrepresentation given by borrower/s while availing loans. Energy Conservation Measures, Technology Absorption and R & D Efforts and Foreign Exchange Earnings and Outgo Pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (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 taking every steps to conserve and minimize the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipments etc. Research and Development: The Company has no formal research and development department but the Company is continuously making efforts to strengthen research and development activities to improve quality and reduce cost. Technology Import and Absorption: The Company has imported no technology. Indigenous technology available is continuously upgraded to improve overall performance. Foreign Exchange Earnings and Out Go During the year under review there was no earnings and outgo in foreign exchange Corporate Governance Report Pursuant to the Clause 52 of the BSE-SME Listing Agreement with the Bombay Stock Exchange Limited, Report on Corporate Governance is annexed herewith. Management Discussion and Analysis Report Pursuant to the Clause 52 of the BSE-SME Listing Agreement with the Bombay Stock Exchange Limited, Report on Management Discussion and Analysis Report is annexed herewith. Public Deposit Your Company has not accepted any deposits from the public during the year under review. Bonus Issue The Company has not allotted any bonus shares during the Financial year. Auditors' Report The Auditors' observations are self explanatory and hence do not call for any further clarification under section 134(5) of the Companies Act, 2013.Auditor Report is annexed herwith. Investor Complaints and Compliance During the year there were no complaints from investor, as on date no Complaints are pending. Earnings per Share (EPS) The Earnings per Share (EPS) is Rs. 0.07 as at March 31, 2015 as against Rs.(1.90) as at March 31, 2014 Regulatory Guidelines/Amendments The Company has also been following directions, guidelines, circulars issued by RBI, SEBI, BSE, MCA, from time to time pertaining to listed companies. Extract of Annual Return The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure 2". Codes and Standards Fair Practice Code Company has in place a Fair Practice Code (FPC), which includes guidelines on appropriate staff conduct when dealing with customers and on the organization's policies vis-a-vis client protection. Particulars of Loans, Guarantees and Investments Particulars of Loans, Guarantees and Investments In terms of Section 134 of the Companies Act, 2013, the particulars of loans, guarantees and investments is not given by the Company under Section 186 of the Companies Act, 2013 and other detailed in Notes to Accounts of the Financial Statements. Code of Conduct 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. Code for Prevention of Insider Trading Practices Your Company has formulated and adopted a Code for Prevention of Insider Trading Practices 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 to all directors, senior employees and their dependents. The said persons are restricted from dealing 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 has also been posted on the official website of the Company A Note of Appreciation The Directors place on record their appreciation for co-operation and support extended by the Government, RBI, Banks, SEBI, Shareholders, Bankers to issue, RTA and customers for their continued support extended to the company at all times. The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year For And Behalf of the Board of Directors Anisha Impex Limited Sd/- Mr. Sunil Kumar Malik (Managing Director) DIN: 00143453 159, Gagan Vihar New Delhi-110051 Sd/- Mrs. Puja Malik (Director) DIN: 01189442 159, Gagan Vihar New Delhi-110051 Place: Delhi Date: 02.09.2015 |