Anisha Impex Ltd Directors Report.

To

The Members

Anisha Impex Limited

Your Directors are pleased to present their 19th Annual Report on the business and operations of your Company together with the Audited Accounts for the year ended 31st March, 2019.

The Financial performance of the Company for year ended 31st March, 2019 is summarized below:

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 Rs, 5551.46 Lacs in 2018. Net Sales for the current financial year were Rs.5018.58 Lacs as compared to Rs. 5524.45 Lacs in 2018. Profit after tax (PAT) stood at Rs.5.07 Lacs as Compared 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 to Reserve & Surplus Account under Companies Act, 2013.

4. Dividend

In view of the requirement of the profits for strengthening of the company, your directors have decided to plough back the profit into the business hence no dividend could be 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 year under 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 any investor of the Company.

7. Subsidiary Company/Associate/Joint Venture

There has been no subsidiary, Associate and Joint Venture companies during the year, as such; the requirement of furnishing information relating to performance and financial position 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 June,2018 and Mr. Rama nand Gupta has also appointed as Independent Director w.e.f. 31st August,2018.Futher Mrs. Puja Malik has resigned as Non-Executive Director w.e.f. 25th June, 2018 and Mr. Dinesh Singh Patwal has resigned as Independent Director w.e.f. 31st August,2018 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. 14th November, 2018 and Mr. Ram Mohan Jha has resigned as Company Secretary of the company on same 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 himself for re-appointment.

DECLARATION FROM INDEPENDENT DIRECTORS

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 Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMMITTEES

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 constitute Risk Management Committee, wherein majority of the members of Risk and Management Committee should consists of Members of Boards. This regulation is applicable only to top 100 listed entities, determined on the basis of market capitalization, as at the end of the preceding financial year. Since your Company is not amongst top 100 listed entities, your Company has not constituted a Risk Management Committee.

In line with the provisions of the Act and SEBI (LODR), the Company has devised and implemented a vigil mechanism, in the form of "Whistle Blower Policy". As per the Policy, the Company has an internal committee comprising of the Head-HR and the Compliance Officer of the Company to address the functioning of the vigil mechanism as mandated by the Act and assist the Audit Committee thereunder.

The detailed information regarding the committees of the Board, including composition of the Audit Committee, Nomination and Remuneration Committee and Share Transfer and Share Holders /Investors Grievance Committee has been given in the Corporate Governance Report which forms an integral part of this Report.

Audit Committee

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 the following 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 Committee comprising 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 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, 2019, 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, 2019 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.

10. Board Meetings

During the year Six 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 SEBI (LODR) Regulations, 2015 were adhered to while considering the time gap between two meetings. During the year under review, the Independent Director met on March 15, 2019.

11. Compliance with Secretarial Standards

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General 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 may have a potential conflict with the interest of the Company at large. All transactions entered with the Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligation &Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on arms length basis and do not attract the provisions of section 188 of the Companies Act, 2013. Thus, disclosure in form AOC- 2 is not required. Related party transactions have been disclosed under the Note 24 of the financial statements in accordance with Accounting Standard 18.

A statement in summary form of transactions with related parties in the ordinary course of business and arms length basis is periodically placed before the Audit committee for review and recommendation to the Board for their approval.

13. Auditor

Statutory Auditors

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 the forthcoming Annual General Meeting and is eligible for re-appointment. They have confirmed their eligibility to the effect that their appointment. If made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act,2013 and that they were not disqualified for re-appointment. Your Board recommends the rectification of their appointment for the financial year 2019-20.

Since the Proviso to Section 139(1) has been omitted from the Companies Act, 2013 w.e.f. 7th May,2018. 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.

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 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 A to this report.

Internal Auditors

M/S T.K. Gupta & 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.

14. Reporting of Frauds

There was no instance of frauds during the year under review, which required the Statutory Auditors to report to the Audit Committee and/ or Board under Section 143(12) of the Act and Rules framed thereunder.

15. Listing

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 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 fee 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:

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 with remuneration policy adopted by the company.

17. Board Evaluation

Pursuant to the provisions of companies Act, 2013 and (Listing Obligation and Disclosure Requirement) Regulation 2015, 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.

18. 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 Regulation 17(9) of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015 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 pro-active 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 todays 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.

19. Policy on Directors Appointment and Remuneration

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.

20. Material changes and commitments, if any, affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report.

No material changes and commitments affecting the financial position of the Company occurred 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 would impact 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 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.

23. Energy Conservation, Technology Absorption 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 Companys 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 equipment 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

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 annexed herewith as "Annexure B".

25. Corporate Governance

According to the Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companys Auditors confirming compliance forms an integral part of this Report. The Report on Corporate Governance 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 (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Management Discussion and Analysis is a forming part of this Annual Report.

27. Public Deposit

Your Company has not accepted any deposits from the public during the year under review.

28. Corporate Social Responsibility

The Board of Directors of the Company hereby confirms that the provisions of Section 135(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 further clarification 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 are pending.

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 at March 31, 2018.

33. 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.

34. 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 organizations policies vis--vis client protection.

35. 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.

36. 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 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 under Section 186 of the Companies Act, 2013 and other detailed in Notes to Accounts of the Financial Statements.

38. Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Corporation is committed to prevention of sexual harassment of women at workplace and takes prompt action in the event of reporting of such incidents. In this regard, internal complaints committees have been constituted to deal with sexual harassment complaints, if any and conduct enquires.

There were no complaints received of sexual harassment during the financial year 2018-19.

39. Code of Conduct

Company has adopted 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.

40. 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.

41. Declaration for Acceptance & Deposit from Directors & their Relatives

During the financial year The Company received money from Directors pursuant to Companies (Acceptance of Deposits) Amendments Rules, 2016.

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/- 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