Anshuni Commercials Ltd Directors Report.

To,

The Members

Anshuni Commercials Limited

Your Directors are pleased to present the 34th Annual Report along with Audited Financial Statements of your Company for the Financial Year ended 31st March, 2019.

KEY FINANCIAL HIGHLIGHTS

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

Particulars 31-Mar-19 31-Mar-18
Revenue from operations 32,498,639 1,332,320
Other Income 25,61,026 1,041,219
Total Income 35,059,665 2,373,539
Less:
Expenses 31,834,223 2,652,463
Net Profit- before Exceptional items & Taxes 3,225,442 (278,924)
Add: Exceptional items - -
Net Profit for the year before Taxes 3,225,442 (278,924)
Less: Provision for Taxes
Current Tax 925,000 25,597
Deferred Tax Assets (76,121) (13,832)
Profit/Loss after tax 2,376,563 (2,39,495)

1. FINANCIAL PERFORMANCE:

The Company’s Revenue from operation for the year under review is Rs. 32,498,639/- as compared to Rs. 1,332,320/- in previous year.

2. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

3. DIVIDEND:

Your Directors have decided to plough back the profits of the company into the business and hence, do not recommend Dividend for the year ended March 31, 2019.

4. TRANSFER TO RESERVES:

The Company has not proposed to transfer any amount to the General Reserves out of amount available for appropriation.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars required to be furnished by the Companies as per Rule 8 of Companies (Accounts) Rules, 2014, are as follows:

A. RULE 8 SUB-RULE 3 (A) PERTAINING TO CONSERVATION OF ENERGY

Although operations of the Company are not energy intensive, steps are always been taken to conserve energy in all possible areas.

B. SUB-RULE 3 (B) PERTAINING TO TECHNOLOGY ABSORPTION

The Company has not acquired any technologies during the year under review.

C. RULE 8 SUB-RULE 3 (C) PERTAINING TO FOREIGN EXCHANGE EARNINGS AND OUTGO-

There are no Foreign Exchange Earnings and outgo during the Financial Year 2018-2019.

6. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming a part of this Annual Report. The Management Discussion and Analysis Report for the year under review is Annexed as "Annexure A" to this report.

7. CHANGES IN THE NATURE OF BUSINESS:

During the financial year 2018-2019, there was no change in the nature of business of your Company.

8. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR:

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2018-19 and the date of this Report.

9. CHANGES IN AUTHORISED SHARE CAPITAL:

During the financial year 2018-2019 there was no change in the Authorised Share Capital of your Company.

10. CHANGES IN PAID-UP SHARE CAPITAL:

During the financial year 2018 2019, there was no change in the Paid-up Share Capital of your Company.

11. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES:

There are no Subsidiary/ Joint Venture / Associate Companies.

12. ANNUAL RETURN:

The extract of Annual Return pursuant to Section 92 of the Companies Act, 2013 read with The Companies (Management and Administration) Rules, 2014 (subject to amendment and re-enactment from time to time) in the prescribed Form MGT-9 as on 31st March, 2019 is annexed as "Annexure B" to this report.

13. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

The Company has entered into transactions with related parties in accordance with the provisions of the Companies Act, 2013 read with rules and the particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013 is Annexed as "Annexure C".

14. LOANS, GUARANTEE OR INVESTMENTS BY THE COMPANY:

There were no loans, guarantee made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

Details of Investments made by Company is as per "Annexure D"

15. DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014..

16. DISCLOSURES UNDER SECTION 164(2):

None of the Directors of your Company are disqualified from being appointed as Directors as specified under Section 164(2) of the Companies Act, 2013.

17. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Changes in Directors and Key managerial personnel are as follows:

Sr. No. Name of the Director/Key managerial personal Particulars Date of Appointment and resignation
1 *Ms. Sana Shailkh Company Secretary & Compliance Officer 01st September, 2018

* Further, Ms. Sana Shaikh, Company Secretary & Compliance Officer resigned with effect from 01 April, 2019.

18. BOARD MEETINGS:

The Board of Directors (herein after called as "the Board") met for Six times during the Year under review:

19. DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF THE COMPANIES ACT, 2013:

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013.

During the year under review, your Company has the following Independent Directors, in accordance with the provision of Section 149(4) of the Companies Act, 2013:

Sr. No. Name of the Independent Director Date of appointment / Reappointment Date of passing of resolution (if any)
1. Mr. Hardik Shah 30/03/2015 30/03/2015
2. Mr. Kanhai Shah 20/07/2017 20/07/2017

20. ADEQUATE INTERNAL CONTROL SYSTEMS:

Your Company has an Adequate internal control system commensurate with the nature of the Company’s business and size and complexity of its operations are in place has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected. Besides timely statutory audit, limited reviews and internal audits are taking place periodically.

21. 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 Company has developed familiarization programmes for its Independent Directors including their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters.

22. COMMITTEES OF BOARD:

The Company has following Committees:

1. Nomination and Remuneration Committee

2. Audit Committee

3. Stakeholders Relationship Committee

I. NOMINATION AND REMUNERATION COMMITTEE:

In accordance with the provisions of Section 178 of the Companies Act, 2013 read with rules, your Company has constituted a Nomination and Remuneration Committee consisting of 3 Non-Executive Directors out of which not less than one-half be independent directors.

a) The Composition of the Nomination and Remuneration as on March 31, 2019 is as under:

Chairman: Mrs. Bharti Mehta Non-Executive Director

Members: 1. Mr. Hardik Shah - Non-Executive and Independent Director 2. Mr. Kanhai Shah - Non-Executive and Independent Director

b) Terms of reference of the Committee, inter alia, include the following:

• To approve the Remuneration Plan of the Company;

• To review and grant increments to Executive / Managing Director;

• Such other matters as the Board may from time to time request the Remuneration Committee to examine and recommend / approve.

c) Attendance at the Nomination and Remuneration Committee Meeting:

During the Financial Year 2018-19, one meeting of the Nomination and Remuneration Committee was held.

Sr. No Date of Meetings Venue & time of Meeting Directors present Directors to whom leave of absence was granted
1. 30/08/2018 Office No. CC 5041/5042, • Mrs. Bharti Mehta NA
Tower C, Bharat • Mr. Hardik Shah
Diamond Bourse, Bandra • Mr. Kanhai Shah
Kurla Complex, Bandra
(East) Mumbai- 400051
Commencement Time- 10.30 A.M.
Conclusion Time- 11:00 A.M.

The Nomination and Remuneration Committee has formulated policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 and the policy formulated by the Committee is forming part of this report and enclosed herewith in "Annexure E".

II. AUDIT COMMITTEE:

In accordance with the provisions of Section 177 of the Companies Act, 2013, your Company has constituted an "Audit Committee" comprising of three directors with independent directors forming a majority. The Audit Committee acts in accordance with the Terms of Reference specified by the Board in writing.

a) The Composition of the Audit Committee as on March 31, 2019 is as under:

Chairman: Mr. Hardik Shah - Non-Executive & Independent Director Members: 1. Mrs. Bharati Mehta - Non-Executive Director 2. Mr. Kanhai Shah - Non-Executive and Independent Director

b) Terms of reference of the Committee, inter alia, include the following:

1. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

2. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

3. Examination of the financial statement and the auditors’ report thereon;

4. Approval or any subsequent modification of transactions of the company with related parties;

5. Scrutiny of inter-corporate loans and investments;

6. Valuation of undertakings or assets of the company, wherever it is necessary;

7. Evaluation of internal financial controls and risk management systems;

8. Monitoring the end use of funds raised through public offers and related matters.

c). Attendance at the Audit Committee Meetings:

During the Financial Year 2018 19, Four meetings of the Audit Committee were held.-

Sr. No Date of Meetings Venue & time of Meeting Directors present Directors to whom leave of absence was granted
1. 30/05/ 2018 Office No. CC • Mr. Hardik Shah NA
5041/5042, Tower C, • Mrs. Bharati Mehta
Bharat Diamond • Mr. Kanhai Shah
Bourse, Bandra Kurla
Complex, Bandra (East)
Mumbai- 400051
Commencement Time- 11.00 A.M.
Conclusion Time- 11.25 A.M.
2. 25 /07/ 2018 Office No. CC • Mr. Hardik Shah NA
5041/5042, Tower C, • Mrs. Bharati Mehta
Bharat Diamond • Mr. Kanhai Shah
Bourse, Bandra Kurla
Complex, Bandra (East)
Mumbai- 400051
Commencement Time- 11:00 A.M.
Conclusion Time- 11:25 AM.
3. 30/10/2018 Office No. CC • Mr. Hardik Shah NA
5041/5042, Tower C, • Mrs. Bharati Mehta
Bharat Diamond • Mr. Kanhai Shah
Bourse, Bandra Kurla
Complex, Bandra (East)
Mumbai- 400051
Commencement Time- 10.30 A.M.
Conclusion Time- 11:00 A.M.
4. 24/01/2019 Office No. CC • Mr. Hardik Shah NA
5041/5042, Tower C, • Mrs. Bharati Mehta
Bharat Diamond • Mr. Kanhai Shah
Bourse, Bandra Kurla
Complex, Bandra (East)
Mumbai- 400051
Commencement Time-11:15 A.M
Conclusion Time- 10:45 A.M.

c) A summary statement of transactions with related parties was placed periodically before the Audit Committee during the year. Suitable disclosures have been made in the financial statements. The Minutes of the Meetings of the Committee are circulated through email to all Directors and are confirmed at the subsequent Meeting.

III. STAKEOLDERS RELATIONSHIP COMMITTEE:

Your Company has constituted Stakeholders Relationship Committee consisting Non-Executive director as a Chairperson.

a) Composition of Stakeholders Relationship Committee as on March 31, 2019 was is under:

Chairman: Mr. Hardik Shah-Non-Executive & Independent Director Member:

1) Mr. Nitin Mehta-Executive Director

2) Mr. Kanhai Shah-Non-Executive & Independent Director

The Stakeholders Relationship Committee comprised of following two Non-Executive and Independent Directors and one Executive Director.

b) Terms of reference of the Committee, inter alia, include the following:

• Transfer /Transmission of shares;

• Redressal of the Complaints of the shareholders; • Issue of duplicate share certificates;

• Review of shares dematerialized and all other related matters;

• Monitors expeditious redressal of investors’ grievances;

• Non receipt of Annual Report and declared dividend;

• Non receipt of Notices, Share Certificates, Annual reports, Dividends; • All other matters related to shares.

c). Attendance at the Stakeholders Relationship Committee Meeting:

During the Financial Year 2018 19, Two Meetings of the Stakeholders Relationship Committee were held.

Sr. No Date of Meetings Venue & time of Meeting Directors present Directors to whom leave of absence was granted
1. 30/05/2018 Office No. CC 5041/5042, • Mr. Hardik Shah NA
Tower C, Bharat • Mr. Nitin Mehta
Diamond Bourse, Bandra • Mr. Kanhai Shah
Kurla Complex, Bandra
(East) Mumbai- 400051
Commencement Time-10.30 A.M
Conclusion Time- 11.00 AM.
2. 30/10/2018 Office No. CC • Mr. Hardik Shah NA
5041/5042, Tower C, • Mr. Nitin Mehta
Bharat Diamond Bourse, • Mr. Kanhai Shah
Bandra Kurla Complex,
Bandra (East) Mumbai- 400051
Commencement Time- 10.00 A.M.
Conclusion Time- 10.25 A.M.

The Stakeholders Relationship Committee continued to function effectively during the year under review.

It continued to attend the matters related to Share Transfers and redressal of Shareholders’ complaints. The complaints and grievances of shareholders received were duly attended by the Committee and as of now no complaints are pending.

23. DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating management, your Directors make the following statement and confirm that-

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material

b) departures;

c) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

d) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

e) the directors had prepared the annual accounts on a going concern basis; 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.

24. THE VIGIL MECHANISM:

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 Company’s 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 (www. anshuni.com).

25. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. Appointment of Internal Auditor:

Pursuant to the provisions of Section 138 and 179(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Directors of the Company hereby appoint M/s. Pramod S. Shah & Associates (Membership No. 334), Mumbai as an Internal Auditors of the Company for the financial year 2018-2019 on such remuneration as may be decided by the Board in consultation with the Internal Auditor.

b. Appointment of Secretarial Auditor of the Company

Pursuant to the provisions of the Section 179(3) and 204 of the Companies Act, 2013 read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors of the Company hereby appoint M/s. Pramod S. Shah & Associates (Membership No. 334), Practicing Company Secretaries as a Secretarial Auditors of the Company for the Financial Year 2018-2019 on such remuneration as may be decided by the Board in consultation with the Secretarial Auditor.

c. Observations of Statutory Auditors on accounts for the year ended 31st March 2019

There are no observations made by the Statutory Auditors in their report for the financial year ended 31st March 2019.

d. Secretarial Audit Report for the year ended 31st March, 2019

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Pramod S. Shah & Associates (Membership No. 334), Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2018-2019. Secretarial Audit Report issued by M/s. Pramod S. Shah & Associates in form MR-3 for the financial year 2018-19 forms part of this report and marked as "Annexure F"

e. Internal Audit Report for the financial year 2018-19:

M/s. Pramod S. Shah & Associates (Membership No. 334), 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. The report forms part of this Directors’ Report and is marked as "Annexure G"

26. REVISION OF THE FINANCIAL STATEMENT OF THE COMPANY/THE REPORT OF THE BOARD:

The Financial Statement of the Company/Directors Report has not been revised during the financial year 2018-19 as per Section 131 of Companies Act, 2013.

27. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

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 as on 31st March 2019 and a declaration to that effect, signed by the Managing Director is attached and forms part of this Report.

28. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

a. None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Rule (5)(2), Chapter XIII as provided under Section197 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

b. The further details with regard to payment of remuneration to Director and Key Managerial Personnel are provided in Form No. MGT-9 (extract of annual return) appended as "Annexure B"

29. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year ended 31st March, 2019, there were no complaint been received pertaining to sexual harassment. Further, the Company has constituted an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment.

30. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and provided in the Annual Report as per "Annexure H".

31. RISK MANAGEMENT:

The Company’s 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 Company’s 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.

32. POLICIES ADOPTED AS PER SEBI (PROHIBITION OF INSIDER TRADING ) AMENDMENT REGULATION , 2018

Your Directors have adopted policies as per SEBI (Prohibition of Insider Trading) Amendment Regulation, 2018 dated December 31, 2018 and hence it had been applicable w.e.f April 01, 2019 and is herewith attached as "Annexure I".

33. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these matters during financial year 2018-19:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

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

34. MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS

There is no significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company’s operations in future.

35. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e.SS-1 and SS-2 relating to ‘Meetings of the Board of Directors and ‘General Meeting’, respectively, have been duly followed by the Company.

36. CORPORATE SOCIAL RESPONSIBILITY POLICY

During the year under review, the Company has not developed the policy on Corporate Social Responsibility as the Company does not fall under the prescribed classes of Companies mentioned under section 135 (1) of the Companies Act, 2013.

37. ACKNOWLEDGEMENT:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

The Board place on record its appreciation for the support and co-operation your Company has been receiving from its investors, customers, vendors, bankers, financial institutions, business associates, Central & State Government authorities, Regulatory authorities and Stock Exchanges.

For and on behalf of the Board of Directors

ANSHUNI COMMERCIALS LIMITED

Nitin Mehta

Managing Director

DIN: 00211780

1002, Glen Ridge Apartments,

16, Ridge Road, Malabar Hill,

Mumbai 400006

Date: July 24, 2019

Place: Mumbai