Ankush Finstock Ltd Directors Report.

To the Members,

Your Directors have great pleasure in presenting the 24th Annual Report together with the Audited statements of Accounts of your Company for the financial year ended on 31st March 2017.

FINANCIAL SUMMARY

The Highlights of the financial performance of the Company during the period ended March 31, 2017:

Particulars Financial Year 2016-17 Financial Year 2015-16
Revenue from operations (Gross) 14480254 67865768
Less: Excise duty 0 0
Revenue from operations (Net) 14480254 67865768
Other income 62 587
Total Revenue 14480316 67866355
Expenses
(a) Purchases of traded goods 11920866 64656149
(b) Changes in inventories of traded goods 114500 -5326
(c) Employee benefits expense 1512827 2843035
(d) Finance costs 0 0
(e) Depreciation and amortization expense 985 1414
(f) Other expenses 749942 733526
Total Expenses 14299120 68228798
Profit/ (Loss) before tax 181196 (362443)
Tax expense:
(a) Current tax expense 25000 0
(b) Deferred tax 1372 (1515)
(c) Prior Period Adjustment
Profit / (Loss) for the year 154824 (363958)
Earnings per share (face value Rs.10/-) Basic & Diluted 0.03 -0.06

OPERATIONS REVIEW:

The Companys total revenue from operations during the financial year ended 31st March 2017 were Rs.144.80 Lacs as against Rs.678.66 Lacs of the previous year with total expenses of Rs. 142.99 lacs (previous year of Rs.682.29 lacs). The Company has incurred Net Profit of Rs.1.54 Lacs as against Loss of Rs.(3.64 Lacs) of the previous year. The EPS of the Company for the year 2016- 2017 is Rs.0.03.

OUTLOOK:

Your Directors are pleased to inform that M/s. Ankush Finstock Limited has made profit in this year. Due to demonetization effect and unfavorable market condition, the Company has not generated such revenue from operation but the management gives assurance to make efforts for rise revenue of Company.

DIVIDEND:

No dividend has been recommended in respect of the financial year ended 31st March, 2017.

FIXED DEPOSIT:

The Company has neither accepted nor invited any deposit from public, falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL:

During the year under review there is no change in share capital of the Company. The Companys Authortised Share Capital as at 31st March, 2017 stood at Rs. 8,50,00,000/- and the Companys Paid-up Equity Share Capital as at 31st March, 2017 stood at Rs.6,00,41,000/- (Face value Rs.10/- each).

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES

During the year under review, the Company does not have any Subsidiary, Joint Venture (JV) or Associates Company.

DIRECTORS:

In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Company shall have at least one woman director on the Board of the Company. Your Company has Mrs. Indu S. Kalal as a woman director on the Board of the Company since 30.03.2015, who is presently Non-Executive Independent Director of the Company.

As per the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Zalak D. Shah shall retire at the ensuing Annual General Meeting and being eligible for re-appointment.

Details of Director seeking re-appointment as required under the Listing Regulations are provided in the Notice forming part of this Annual Report. Their reappointments are appropriate and in the best interest of the Company.

All the Independent Directors have given declarations that they meet the criteria of Independence as laid downs under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms and conditions of the Independent Directors are incorporated on the website of the Company www.ankushfinstock.co.in

KEY MANAGERIAL PERSONNEL (KMP)

Mr. Bharat M. Shah, Chairman & Managing Director, Mr. Bhavin C. Soni, Company Secretary & Compliance Officer and Mr. Samir P. Shah, Chief Financial Officer of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

Regular Board Meetings are held once in a quarter, inter-alia, to review the quarterly results of the Company. During the year under review 6 (Six) Board Meetings were convened and held on 30.05.2016, 05.07.2016, 30.07.2016, 18.08.2016, 12.11.2016 and 10.02.2017. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013. The details of the meetings are furnished in the Corporate Governance Report which forming part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption etc. as required to be given under Section 134(3)(m) of the Companies Act, 2013 is not applicable to the Company, as the Company is not engaged in manufacturing activities.

The Foreign Exchange Earnings and Outgo on account of the operation of the Company during the year was Rs. Nil

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and subsection (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 the extract of the Annual Return as on 31st March, 2017 in Form MGT-9 forms part of this Annual Report as Annexure-I.

CORPORATE GOVERNANCE REPORT:

A Corporate Governance Report not apply to the Company, as the Company is not having paid up equity share capital exceeding rupees ten crore and net worth exceeding rupees twenty-five crore, as on the last day of the previous financial year, hence a report on Corporate Governance as per Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 not given.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under

Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in the separate section forming part of this Annual Report.

INSURANCE

Assets of your Company are adequately insured against various perils.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year as on 31st March, 2017 and the date of Directors Report i.e. 05.09.2017

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 to BSE where the Companys Shares are listed.

COMMITTEES OF THE BOARD OF DIRECTORS

Your Company has several Committees which have been established as part of the best Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board of Directors:

• Audit Committee

• Stakeholders Relationship Committee

• Nomination and Remuneration Committee

• Management Committee

• Transfer Committee

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has a Nomination and Remuneration Committee. The Committee reviews and recommend to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below of Key Managerial Personnel. The Company does not pay any remuneration to the Non-Executive Directors of the Company including sitting fee for attending the Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive Director/s is governed under the relevant provisions of the Act and approvals.

The Company has devised the Nomination and Remuneration Policy for the appointment, reappointment and remuneration of Directors, Key Managerial. All the appointment, re-appointment and remuneration of Directors and Key Managerial Personnel are as per the Nomination and Remuneration Policy of the Company.

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company www.ankushfinstock.co.in.

RISK MANAGEMENT POLICY

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/ mitigating the same.

The Company has framed a formal Risk Management Framework for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2016-17, the Company has not received any complaints on sexual harassment.

BOARD DIVERSITY

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164(2) of the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration of the various aspects of the Boards functioning, Composition of the Board and Committees, culture, execution and performance of specific duties, obligation and governance.

The performance evaluation of the Independent Directors was completed.

During the financial year under review, the Independent Directors met on 09.02.2017 inter-alia, to discuss:

• Performance evaluation of Non Independent Directors and Board of Directors as a whole;

• Performance evaluation of the Chairman of the Company;

• Evaluation of the quality of flow of information between the Management and Board for effective performance by the Board.

The Board of Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of Loans, Guarantees or Investments covered under the provisions of section 186 of the Companies Act, 2013 made during the year under review are disclosed in the financial statements.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

Remuneration Ratio of Directors/ KMP/ Employees:

Remuneration Paid

Name of the KMP Designation FY 201617 (Rs.) FY 201516 (Rs.) Increase in remuneration from Pr. Year (Rs.) Ratio/ Times per median Employee
Bharat M. Shah CMD 0 731 228 (731228)
Samir P. Shah CFO 480000 678743 (198743) 165.51/0.00057
Shamshersingh Rana (upto 18.08.16) CS & Compliance Officer 240000 499992 (259992) 82.75/0.00029
Bhavin C. Soni (w.e.f. 18.08.16) CS & Compliance Officer 200000 0 200000 68.96/0.00024

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 as follows:

a) Employed throughout the year : Nil

b) Employed for part of the year : Nil

The number of permanent employees on the rolls of Company: 2 (two) as on 31 March, 2017.

The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the Company.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered during the financial year were in the Ordinary course of business of the Company and were on arms length basis. There were no materially significant related party transactions entered by the Company with its Promoters, Directors, Key Managerial Personnel or other persons which may have potential conflict with the interest of the Company.

All Related Party transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval for normal business transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee. The details of Related Party Transactions are given in the notes to the financial statements.

The policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company www.ankushfinstock.co.in

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has laid down the set of standards, processes and structure which enables to implement internal financial control across the Organization and ensure that the same are adequate and operating effectively. To maintain the objectivity and independence of Internal Audit, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with the operating systems, accounting procedures and policies of the Company. Based on the report of Internal Auditor, the process owners undertake the corrective action in their respective areas and thereby strengthen the Control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board.

AUDITORS

Statutory Auditors:

M/s. DJNV & CO. Chartered Accountants Ahmedabad [Firm Regn.No.115145W], existing Statutory Auditors has been in office for more than ten years and in compliance with the provisions of the Act, the Audit Committee and the Board of Directors of the Company at their meetings held on 05.09.2017, recommended the appointment of M/s. MAAK & ASSOCIATES, Chartered Accountants [FRN: 135024W], as the Statutory Auditors of the Company in place of the existing Statutory Auditors to hold office from the conclusion of the forthcoming Annual General Meeting (AGM) until the conclusion of the 29th AGM of the Company, subject to ratification by the members at every AGM. The necessary resolution is being placed before the shareholders for approval.

The new Auditors have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for appointment.

The Auditors report to the shareholders on the standalone financials for the year ended March 31, 2017 does not contain any qualification, observation or adverse comment.

Internal Auditors:

M/s. S. R. Sanghvi & Co., Chartered Accountants of Ahmedabad has been appointed as Internal Auditors of the Company. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit Committee.

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, your Company had appointed Mr. Mukesh H. Shah, Practicing Company Secretary of Ahmedabad to undertake the Secretarial Audit of the Company for the financial year 2016-17. The Report of the Secretarial Audit is annexed to this Annual Report as Annexure-II.

Statutory Auditors Report:

The Statutory Auditors Report on the accounts of the Company for the accounting year ended 31st March, 2017 is self-explanatory and do not call for further explanations or comments that may be treated as adequate compliance of Section 134 of the Companies Act, 201 3.

DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated in Section 134(3)(c) read with sub section 5 of the Companies Act, 2013, Directors subscribe to the "Directors Responsibility Statement", and confirm that:

a) In preparation of annual accounts for the year ended 31st March, 2017, the applicable accounting standards have been followed and that no material departures have been made from the same;

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 or loss of the Company for that year;

c) The Directors had taken proper and sufficient care 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) The Directors had prepared the annual accounts for the year ended 31st March, 2017 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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.

General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board,
For, ANKUSH FINSTOCK LIMITED
PLACE: AHMEDABAD
DATE: 05.09.2017
[BHARAT M. SHAH]
DIN: 00064582
CHAIRMAN & MD