anshuni commercials ltd Directors report

To

The Members

Anshuni Commercials Limited

Your Directors have pleasure in presenting their 38th Annual Report together with the Audited Financial Statements of the Company for the Year ended March 31, 2023.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Key highlights of financial results for Anshuni Commercial Limited for the financial year 2022-23 are tabulated below: (Rs. In Lakhs)

Particulars	2022-23	2021-22
Total Revenue	12.40	7.57
Less: Total Expenses	33.23	11.49
Profit(Loss) Before Tax	(20.83)	(3.93)
Add: Exceptional Item	-	-
Less Tax Expenses:
Current Year Tax	-	-
Earlier Year Tax Adjustments	0.00	0.02
Deferred Tax	(0.01)	1.10
Net Profit(Loss) After Tax	(20.83)	(5.04)

STATE OF AFFAIRS OF THE COMPANY:

During the financial year 2022-23 the total revenue under review the total Income has been increased to 12.40/- Lakhs as compared to the previous year i.e 7.57/- Lakhs. The Companys net loss before tax is (20.83)/- as compared to previous figures i.e. (3.93)/- Lakhs. The Companys net loss after tax for current financial year (20.83)/- Lakhs as compared to amount to (5.04) to the previous year.

TRANSFER TO RESERVE

The Company didnt transfer any amount to the General Reserve for the financial year 2022-23.

DIVIDEND:

The Board does not recommend any dividend for the financial year 2022-23.

SHARE CAPITAL:

The Authorized Share Capital of the Company was increased from Rs. 25,00,000/- (Twenty Five Lakhs Only) divided into 2,50,000 (Two lakh Fifty Thousands) Equity Shares of Rs. 10/- (Ten rupees) each to Rs. 130000000/- (Thirteen Crores only) comprising of 13000000 (One crore Thirty Lakhs only) equity Shares of Rs. 10/- each.

The paid up equity capital as on March 31, 2023 was Rs. 1,20,00,000/- comprising of Rs. 1200000 Equity Shares of Rs. 10/- each.

Further during the FY 2022-2023 the Company by way of Bonus Issue has issued 9,60,000 (Nine Lakhs Sixty Thousand Only) equity shares of Rs. 10.00 each in the ratio of 4:1 (4 fully paid up equity shares for every 1 equity shares held) as bonus shares of an aggregate nominal value upto Rs. 96,00,000.00 (Rupees Ninety Six Lakhs Only), as bonus shares to the shareholders out of the retained earnings of the company for distribution among the holders of existing fully paid equity shares of Rs. 10.00 each of the company.

There was no public Issue, right issue or preferential issue etc. during the year under review. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

CHANGES IN THE NATURE OF BUSINESS:

There has been Change in the nature of the business of your Company during the year under review. The company inserted new object in main objects of the company. The new business activity with the intention to diversify the business. The new business is of business activities to provide, commercialize, control, treatment, storage, disposal, develop, manufacturing, recycling, establish, handle, transport, operate, hold, pack, integration, organise, promote, facilitates, service, supervise, represent and to act as agent, concessionaires, consultants, booking agents or deal in all types reusable materials, substandard valuable materials and garbage through transportation, recycling operations, treatment, storage, disposal, manufacturing operation, infrastructure facility, extractions, refining, land filling, remediation services for all sectors environment, decontaminating buildings, mine sites including its ores/waste concentration of all metals, industries, healthcare facilities, soil, or groundwater, surface water, industrial waste water, hazardous waste and disposal of all types garbage and as well as its use sale by- products, sale finished products made from use of by- products in any percentage.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for the financial year 2022-23.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are not applicable to your Company.

EXTRACT OF ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Company and can be accessed at http://www.anshuni.com/sebiregulations.html.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES (IF ANY)

Your Company has no subsidiary Company, Joint Ventures or Associate Companies during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review.

iii) The Directors have 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.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGOINGS:

The information under section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended 31st March, 2023 is given below:

Conservation of Energy i) The steps taken or impact on conservation of energy;

The Company is taking due care for using electricity in the office. The Company usually takes care for optimum utilization of energy. No capital investment on energy conservation equipment made during the financial year. ii) The steps taken by the Company for utilizing alternate sources of energy: No alternate source utilized during the year iii) The capital investment on energy conservation equipments: There is no capital investment made by the Company on energy conservation equipments.

Technology Absorption

i) the efforts made towards technology absorption: No specific activities have been done by the Company.

ii) the benefits derived like product improvement, cost reduction, product development or import substitution: No specific activity has been done by the Company

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NA

iv) The expenditure incurred in Research and Development: Nil

Foreign Exchange Earnings and out-go

There are no Foreign Exchange Earnings and outgo during the Financial Year 2022-23.

RELATED PARTY TRANSACTIONS:

All transactions entered with Related Parties during the financial year 2022-2023 were on an arms length basis and in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. Further, during the year under review, there are no materially significant related party transactions which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

The policy on Related Party Transactions, as approved by the Board, is uploaded on the Companys website and may be accessed at the link: https://www.anshuni.com/policy/Related%20Party%20Transaction%20Policy. The details of the transactions with related parties pursuant to Accounting Standard during financial year 2022-23 are provided in notes to the accompanying financial statements.

MATERIAL CHANGES AND COMMITMENTS:

During the financial year under review no significant and material changes have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. However Mrs. Anjali Shivaji Patil was resigned from the board w.e.f 01.08.2023.

AUDITORS:

In accordance with the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder, M/s. Gupta Agarwal & Associates, Chartered Accountants, (Firm Registration Number: 329001E) are the statutory auditors of the Company appointed on 37th Annual General Meeting of the Company held on 23rd September, 2022 for a term of 5 Consecutive years commencing from 37th Annual General Meeting till the conclusion of the 42nd Annual General Meeting of the Company to be held in the year 2027 on remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

AUDITORS REPORT:

The observation made in the Auditors Report read together with relevant notes thereon are self- explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT:

The Board had appointed M/s. S.A. & Associates (C.P No. 3173), Practicing Company Secretary, to carry out secretarial audit Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report is annexed herewith as "Annexure A"

INTERNAL AUDITOR:

M/s. Majumder & Associates, (FRN: 332321E), Chartered Accountants, Internal Auditors of the Company have carried out audit on various expense heads of the Company and site and inventory management. The findings of the Internal Auditors are discussed on an on-going basis in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee.

COST AUDITOR

The Board of Directors of the Company here confirmed that according to the Companies working and business, the Company does not require to appoint the Cost Auditor as per the Section 148 of the Companies Act, 2013.

COST RECORDS

Your Company is not required to maintain Cost Records as specified by the Central Government u/s 148 (1) of the Companies Act, 2013.

FRAUDS REPORTED BY AUDITOR:

There were no frauds reported by the Auditors under sub-section (12) of Section 143 of Companies Act, 2013, other than those which are reportable to the Central Government.

DIRECTORS REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178

Remuneration Policy:

The Committee has formulated the Nomination and Remuneration Policy which broadly laid down the various principles of remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 and covers the procedure for selection, appointment and compensation structure of Board members, Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) of your Company. The policy on Related Party Transactions, as approved by the Board, is uploaded on the Companys website and may be accessed at the link: https://www.anshuni.com.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism, in accordance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Companys Code of Conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns. The same is uploaded on the website of the Company (http://www.anshuni.com/sebiregulations/Whistle%20blower%20&%20vigil20mechanism).

PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT:

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees.

The Company has in place an Anti-Sexual Harassment Policy as per the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year under review, no complaints of sexual harassment have been received by the company. The same is uploaded on the website of the Company (http://www.anshuni.com/sebiregulations/Anti-Sexual-Harassment-Policy).

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS

Your company has in place the code of conduct to regulate, monitor and report trading by Directors and Designated Employees in order to protect the investors interest as per Securities and Exchange of Board of India (Prohibition of Insider Trading) regulations, 2015. As per the code periodical disclosures and pre-clearances for trading in securities by the Directors, Designated Employees and Connected Persons is regulated and monitored.

RISK MANAGEMENT POLICY:

The Companys robust risk management framework identifies and evaluates all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, legal, regulatory, reputational and other risks. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. The risk framework is aimed at effectively mitigating the Companys various business and operational risks, through strategic actions. Risk management is integral part of our critical business activities, functions and processes.

The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans. The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

HUMAN RESOURCES:

Your company believe that the employees are key contributors to the success of the business. Your company focus on attracting and retaining the best possible talent. This attribute helps employees garner a sense of brotherhood with the management which ultimately produces exemplary results for the entire organization. Companys manpower is a prudent mix of the experienced and youth which gives the dual advantage of stability and growth. Entire work processes and skilled, semi-skilled and unskilled resources together with management team have enabled to implement your companys growth plans. Your Company believes that the human resources are a very important part of its strengths and hence ensures that all facilities like EPFO, ESIC, Leave, Entitlement and other facilities, uniforms, safety equipment is provided to all staff as applicable. Housing facility is available for outstation employees.

PARTICULARS OF EMPLOYEES:

As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employee falling under the above category, thus no information is required to be given in the report.

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR 2022-23.

The information required pursuant to section 197(12) read with Rule 5(1)(i) of the Companies (Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of each director to the median remuneration of the employee of the Company for the financial year 2022-23 forms part of this report as "Annexure-B".

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status of the Companys and its future operation.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration.

The result of the evaluation done by Independent Directors was reported to the Chairman of the Board. It was reported that the performance evaluation of the Board & Committees was satisfactory. The Chairman of the Board provided feedback to the Directors on an individual basis, as appropriate. The Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Managements discussion and analysis is presented in a separate section forming part of the Annual Report.

BOARD OF DIRECTORS:

The Company is managed by well-qualified professionals. All directors are suitably qualified, experienced and competent. The members of the Board of Directors are persons with considerable experience and expertise in Audit, Accounts, Finance, Administration and Marketing. The Company is benefitted by the experience and skills of the Board of Directors. The Independent Directors have made disclosures to the Board confirming that there are no material, financial and/or commercial transactions between them and the company which could have potential conflict of interest with the company at large.

APPOINTMENT/RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Retirement by Rotation:

Mr. Priyesh Garg (DIN: 07636054) Director, who retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for re-appointment

Appointment/Re-appointment of Director/:

During the period under review

1. Mr. Priyesh Garg was appointed as Managing Director of the Company w.e.f 23.06.2022,

2. Mr. Dipesh Garg was appointed as a Non-Executive Director w.e.f 23.06.2022,

3. Mr. Rahul Jhunjhunwala was appointed as an Executive Director w.e.f. 23.06.2023

4. Mrs. Anjali Shivaji Patil was appointed as an Independent Director w.e.f 04.05.2023

5. Mr. Goutam Gupta was appointed as an Independent Director w.e.f 04.05.2023

Resignation of Director:

During the period under review following Directors resigned from the Board of the Company.

S. No. Name	Designation	Date of Event
1 Mr. Nitin Kalidas Mehta	Managing Director	22/05/2022
2 Mr. Kanhai Samir Shah	Independent Director	04/05/2022
3 Mr. Hardik Bharat Shah	Independent Director	04/05/2022
4 Mr. Bhavin Nitin Mehta	Non-Executive Director	23/06/2022
5 Mrs. Bharati Nitin Mehta	Woman Director	23/06/2023
6 Mr. Anshul Nitin Mehta	Director	23/06/2023

Further after the financial year ended Mrs Anjali Shivaji Patil resigned from the post of Independent Director w.e.f 01.08.2023.

Appointment and Resignation of KMP:

During the year under review Mrs. Bharati Nitin Mehta resigned from the post of CFO w.e.f 04.05.2022 and Mr. Sourav Banthia was appointed as CFO w.e.f 04.05.2022 and resigned w.e.f 23.06.2022 and Mr. Rahul Jhunjhunwala was appointed as CFO w.e.f 23.06.2022.

Also, during the period under review Ms. Neelam Navinchandra Patel resigned from the post of Company Secretary cum Compliance Officer of the Company on 11th day of August, 2022 and, Ms. Pooja was appointed as Company Secretary of the Company w.e.f 3rd September, 2022.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

All independent directors have given declarations confirming that they meet the criteria of independence as prescribed both under Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.

SEPARATE MEETING OF INDEPENDENT DIRECTOR

In terms of requirement of Schedule IV of the Companies Act, 2013, Independent Director had a separate meeting on March 17, 2023 without the attendance of Non-Independent Director and Members of management. All the Independent Directors were present at the said meeting. The activities prescribed in paragraph VII of Schedule IV to the Act were carried out at the said meeting.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The same is uploaded on the Companys Website i.e. http://www.anshuni.com/sebiregulations/Policy%20On%20Familiarisation%20of%20Independent %20Directors.pdf.

MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Company/business policies and strategies apart from other Board business. During the year, 12 (Twelve) Board Meetings were held. The maximum time gap between any two consecutive meetings did not exceed 120 days. Detailed of Board meeting are 04.05.2022, 26.05.2022, 23.06.2022, 26.06.2022, 11.08.2022, 26.08.2022, 03.09.2022, 23-09-2022, 27.09.2022, 10.10.2022, 14.11.2022, 10.02.2023.

ANNUAL EVALUATION OF BOARDS PERFORMANCE:

During the year under review, 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 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 including 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. All the members of the Board and the Management Committee have affirmed their compliance with the Code of Conduct.

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD 0F DIRECTORS

A) AUDIT COMMITTEE: Terms of Reference:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. These broadly includes

(i) Develop an annual plan for Committee

(ii) review of financial reporting processes,

(iii) review of risk management, internal control and governance processes,

(iv) discussions on quarterly, half yearly and annual financial statements,

(v) interaction with statutory, internal auditors,

(vi) recommendation for appointment, remuneration and terms of appointment of auditors and

(vii) risk management framework concerning the critical operations of the Company.

In addition to the above, the Audit Committee also reviews the following:

a) Matter included in the Directors Responsibility Statement.

b) Changes, if any, in the accounting policies.

c) Major accounting estimates and significant adjustments in financial statement.

d) Compliance with listing and other legal requirements concerning financial statements.

e) Disclosures in financial statement including related party transactions,

f) Qualification in draft audit report.

g) Scrutiny of inter-corporate loans & investments.

h) Managements Discussions and Analysis of Companys operations.

i) Valuation of undertakings or assets of the company, wherever it is necessary.

j) Letters of Statutory Auditors to management on internal control weakness, if any.

k) Major non routine transactions recorded in the financial statements involving exercise of judgement by the management.

l) Recommend to the Board the appointment, re-appointment and, if required the replacement or removal of the statutory auditors considering their independence and effectiveness, and recommend the audit fees.

m) Subject to review by the Board of Directors, review on quarterly basis, Related Party Transactions entered into by the Company pursuant to each omnibus approval given.

Composition:

The said Committee consists of 3 Directors, including 2 Independent Directors as on 31.03.2023. Mr. Goutam Gupta is the Chairperson of the said Committee. All members of the Audit Committee are financially literate and they have accounting or related financial management expertise.

Sr. No. Name	Designation	No of Meeting held	No of Meeting attended
1 Mr. Goutam Gupta*	Chairman	5	5
2 Mrs. Bharati Mehta**	Member	5	1
3 Ms. Anjali Shivaji Patil***	Member	5	5
4 Mr. Rahul Jhunjhunwala****	Member	5	4

*Note: *Mr. Goutam appointed to the board w.e.f 04.05.2022

**Mrs. Bharati Mehta resigned from the post of Directorship and membership w.e.f 23.06.2022.

***Mrs. Anjali Shivaji Patil appointed to the board w.e.f 04.05.2022

****Mr. Rahul Jhunjhunwala appointed to the board w.e.f 23.06.2022

During the year under review 5 (Five) meetings were held on the following dates: 26.05.2022, 11.08.2022, 26.08.2022, 14.11.2022 and 10.02.2023.

B) NOMINATION & REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The Composition of the Committee is in conformity with the provisions of the said Section.

Terms of Reference:

The Committee is empowered:- a. Formulation of the criteria for determining the qualifications, positive attributes and independence of Director; b. Identification and assessing potential individuals with respect to their expertise, skills, attributes, personal and professional standing for appointment and re-appointment as Directors / Independent Directors on the Board and as Key Managerial Personnels; c. Support Board in evaluation of performance of all the Directors & in annual self-assessment of the Boards overall performance; d. Conduct Annual performance review of MD and CEO and Senior Management Employees; e. Administration of Employee Stock Option Scheme (ESOS); f. Formulate a policy relating to remuneration for the Directors, Committee and also the

Senior Management Employees.

Composition:

The said Committee consists of 3 Directors, including 2 Independent Directors as on 31.03.2023. Mr. Goutam Gupta is the Chairperson of the said Committee.

Composition of the Nomination & Remuneration Committee is as follows:

Sr. No. Name	Designation	Category	No of Meeting held	No of Meeting attended
1 Mrs. Bharati Mehta*	Chairperson	Executive	4	2
2 Mr. Hardik Shah**	Member	Independent/ Non-Executive	4	1
3 Mr. Kanhai Shah***	Member	Independent/ Non-Executive	4	1
4 Mr. Goutam Gupta^	Chairman	Independent/ Non-Executive	4	3
5 Mrs. Anjali Shivaji Patil ^^	Member	Independent/ Non-Executive	4	3
6 Mr. Dipesh Garg^^^	Member	Non-Executive	4	2

Note: *Mrs.Bharati Mehta resigned from the post of Directorship w.e.f 23.06.2022. **Mr.Hardik Shah resigned from the post of Directorship w.e.f 04.05.2022. ****Mr. Kanhai Shah resigned from the post of Directorship w.e.f 04.05.2022. ^Mr. Goutam appointed to the board w.e.f 04.05.2022

^^ Mrs. Anjali Shivaji Patil appointed to the board w.e.f 04.05.2022 ^^^Mr. Dipesh Garg appointed to the board w.e.f 23.06.2022

During the year under review 4 (Four) meetings were held on the following dates: 04.05.2022, and 23.06.2022, 26.08.2022 and 15.12.2022.

C) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee consists of the following Directors as given below. The Committee is in charge of looking after grievances of Investors and Shareholders. The detail of the Committee is as follows:

i) Terms of Reference: The terms of reference of the Committee includes the following:

a) To review all complaint recorded in Scores of SEBI and replies made to the same by RTA/Company Secretary.

b) To receive report on all complaints recorded in SCORES of the Registrar and Share Transfer Agent and note the corrective actions taken by the Registrars.

c) To take action of all grievances and complaints lodged by the stock exchange, shareholders associations and other bodies.

d) To review grievances of other stakeholders of the Company given in their individual capacity. e) Overview activities relating to share maintenance and related work.

Composition:

The said Committee consists of 3 Directors, including 2 Independent Directors as on 31.03.2023. Mr. Dipesh Garg is the Chairperson of the said Committee.

The composition of Stakeholder/Investor Grievance Committee is as follows:

Sr. No. Name	Designation	Category	No of Meeting held	No of Meeting attended
1 Mr. Hardik Shah*	Chairman	Independent/Non Executive	4	1
2 Mr. Nitin Kalidas Mehta**	Member	Independent/Non Executive	4	1
3 Mr. Kanhai Shah*	Member	Executive	4	1
4 Mr. Dipesh Garg^	Chairman	Non-Executive	4	3
5 Mrs. Anjali Shivaji Patil^	Member	Independent/Non Executive	4	3
6 Mr. Goutam Gupta^	Member	Independent/Non Executive	4	3

Note: *Mr. Hardik Shah resigned from the post of Directorship w.e.f 04.05.2022.

**Mr. Nitin Kalidas Mehta resigned from the post of Directorship w.e.f 22.05.2022.

****Mr. Kanhai Shah resigned from the post of Directorship w.e.f 04.05.2022.

^ Mr. Dipesh Garg appointed to the board w.e.f 23.06.2022

^^ Mrs. Anjali Shivaji Patil appointed to the board w.e.f 04.05.2022

^^^Mr. Goutam appointed to the board w.e.f 04.05.2022

During the year under review 4 (Four) meetings were held on the following dates: 30.04.2022, 11.08.2022, 14.11.2022 and 10.02.2023.

Details of Investors grievances/ Complaints

The Company has not received any complaints during the year. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31st March, 2023 are NIL.

LISTING STATUS OF THE COMPANY:

The names of stock exchanges at which the equity shares are listed and respective stock codes are as under:

Name of the Stock Exchanges	Stock Code No.
The Bombay Stock Exchange Limited	512091
ISIN No	INE425H01016

DEMATERIALIZATION OF SHARES AND LIQUIDITY:

Currently 99.75% of the Company Share Capital is held in dematerialized form.

Share Transfer System

All share transfer, dematerialization and related work is managed by Registrar and Share Transfer Agent (RTA). M/s. Link Intime India Pvt. Ltd., is your Companys RTA. All share transfer requests, demat/remat requests, correspondence relating to shares i.e. change of address, Power of Attorney, etc. should be addressed to the registrar and transfer agents.

CORPORATE INDENTIFICATION NUMBER:

The Companys CIN as allotted by the Ministry of Corporate Affairs ("MCA") is L90000MH1984PLC034879.

MARKET PRICE DATA:

High/Low price Data during each Month of 2022-23 on The Bombay Stock Exchange Limited and BSE Sensex is 4.18. Further it is to be noted that there has been no trading in the script during the year under review.

CORPORATE GOVERNANCE:

As per the SEBI Circular No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September, 2015, of Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Paid up equity capital as on the last day of previous financial year and Net Worth both were not exceeding the limit as given under the regulation 15 of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015. Therefore, in terms of the said circular the compliance with the corporate governance provisions as specified in Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C , D and E of Schedule V are not applicable to our Company during the year 2022-23. Hence corporate Governance does not form part of this Boards Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Managements discussion and analysis is presented in a separate section forming part of the Annual Report.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

As on March 31, 2023 there are no shares lying in the demats suspense account or unclaimed suspense account.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report as per Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, describing the initiatives taken by them from an environmental, social and governance perspective is not applicable to the Company, for the Financial Year 2022-23 as per the SEBI Notification dated 22 December, 2015 and Frequently Asked Questions issued by SEBI on SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016

No application has been made or any proceeding is pending under the IBC-2016.

DIFFERENCE IN VALUATION:

The Company has never made any one-time settlement against the loans obtain from banks and financial institution and hence this clause is not applicable.

CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT

The Company has a code of conduct for all its Board members and senior management personnel which is available on http://www.anshuni.com/sebiregulations/Code%20of%20Conduct%20of%20Board%20of%20Direct ors%20and%20Senior%20Management%20Personnel.pdf. All Board members and Senior Management Personnel (as per Regulation 26(3) of the Listing Regulations) have affirmed compliance with the applicable Code of Conduct.

ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere 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 Companys executives, staff and workers.

CAUTIONARY NOTE:

The statements forming part of the Directors Report may contain certain forward-looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual performances or achievements of the company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

Registered Office:	By Order of the Board of Directors
Unit No. 609 6th Floor	For Anshuni Commercials Limited
C-Wing, One BKC,
Bandra Kurla Complex, Bandra (East)	Sd/-	Sd/-
Mumbai-400051	Priyesh Garg	Rahul Jhunjhunwala
	Managing Director	Director
Date: 30-08-2023	DIN: 07636054	DIN: 00527214