Financial Results

The Summarized performance of the Company for the financial years 2014-15 and 2013-14 is given below:

                                                        (Rs. In Lacs)

Particulars                                31.03.2015     31.03.2014

Revenue from Operations                       90.34        2174.82

Other Income                                   0.23          37.02

Total Revenue                                 90.57        2211.84

Total Expenditure                            298.91        2209.56
(including Change in Inventories)

Profit Before Tax                           (208.34)          2.28

Less: Tax expense/ Deferred tax liability     64.38           0.46

Profit after Tax                            (143.96)          1.82

Earnings Per Share                            (1.15)          0.01

For the year ended 31st March, 2015, your Company has reported total revenue and net profit after taxation of Rs.90.57/- Lacs and Rs. (143.36)/- Lacs respectively as compared to last year's total revenue and net profit of Rs. 2211.84/- Lacs and Rs. 1.82 Lacs respectively. Directors are striving hard to improve the performance of the Company.

TRANSFER TO RESERVES

The Company has not transferred any portion of profits to General Reserve Account for the financial year.

DIVIDEND

Your Directors do not recommend any dividend on equity share for the period ended 31st March, 2015 considering the current position of the Company.

FIXED DEPOSITS

During the year under review your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules made there under.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment and Re-Appointment:

With effect from 14th November, 2015 Mrs. Sunitaben Ajaykumar Jain has been appointed as a Non-Executive & Independent Director.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Sunitaben Ajaykumar Jain, Independent Director of the Company, retire at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

Your Board has also proposed for the appointment of Mr. Jasmin Barot, as Independent Directors for a period of 5 years.

Your Directors recommend that the resolutions relating to the re-appointment of Mr. Ravi Bhandari (who is liable to retire by rotation) and appointment of Mrs. Sunitaben Ajaykumar Jain and Mr. Jasmin Barot as an Independent Directors, not liable to retirement by rotation, be passed

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Act, that they meet the criteria of independence as laid down in section 149(6) of the Act.

Resignation, Cessations and Changes in Directors and Key Managerial Personnel:

Mr. Chirag Jagdishbhai Khatri has resigned from the Directorship of the Company w.e.f. 14th November, 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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 and loss of the company for that period;

c. 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;

d. the directors had prepared the annual accounts on a going concern basis; and

e. the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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.

DECLARATION FROM INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Section 149(6) of Companies Act, 2013 read with Rules made there under as well as Clause 49 of the Listing Agreement.

REMUNERATION POLICY

The Company follows a policy on remuneration of Directors and Senior Management Employees, details of the same are given in the Corporate Governance Report.

BOARD EVALUATION

The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and Nomination and Remuneration Committee.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement safeguarding the interest of the Company etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I .

LISTING

The equity shares of the Company are listed with BSE Limited. There are no arrears on account of payment of listing fees to the Stock Exchange.

CHANGE IN THE NATURE OF BUSINESS

The Company is working in the same Business line. During the financial 2014-15, the Company has not made any Changes in the Nature of its Business.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

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

a) Conservation of energy:

Since the company does not carry on any manufacturing Activities, the provision regarding this disclosure is not Applicable

b) Technology absorption:

There is no specific area in which company has carried out any Research & Development. No technology has been imported as the company does not carry on any manufacturing activity

c) Foreign exchange earnings and Outgo

i. Foreign Exchange Earnings : NIL

ii. Foreign Exchange Outgo : NIL

PARTICULARS OF EMPLOYEES

No Employee of the Company draws remuneration in excess of limit prescribed under Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

SHARE CAPITAL

The paid up capital of the company is Rs.12,46,95,600/- and has remained unchanged during the year. The company has not issued any shares or stock with neither differential rights, nor granted stock option or sweat equity shares.

BOARD MEETINGS

The Board of Director of the Company met 7 times during the financial year on (1) 27.05.2014 (2) 30.05.2014 (3) 27.08.2014 (4) 03.09.2014 (5) 14.11.2014 (6) 01.12.2014 and (7) 16.03.2015. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013 (hereinafter "the Act").

AUDITORS

The Board of Directors of the Company have on the recommendation of the Audit Committee proposed that pursuant to the provisions of Sections 139 to 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the underlying rules, M/s. S Kansal and Associates, Chartered Accountants, Ahmedabad [FRN.: 134937W], be reappointed as statutory auditor he Company, to hold office from the conclusion of this Meeting until the conclusion of s of t the next Annual General Meeting (AGM) of the Company, subject to ratification by Members every year on a remuneration (including terms of payment) to be fixed by the Board of Directors of the Company, based on the recommendation of the Audit Committee.

M/s. S Kansal and Associates, Chartered Accountants, Ahmedabad have forwarded their certificates to the Company stating that their re-appointment, if made, will be within the limit specified in that behalf in section 141 of the Companies Act, 2013.

AUDITORS' REPORT

The Auditors' qualification and directors' explanation are as under:

A) In respect of balances of receivables and payables confirmation and reconciliation is unsecured and doubtful. Impact is uncertain and cannot be commented by us. For receivables considered doubtful and no provision has been created in the books of accounts. Explanation: Observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments

B) Claims & Discounts payable to the debtors/creditors are subject to confirmations, adjustments and realization are not ascertained:

Explanation: Observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments

C) Valuation and verification of inventories is as taken, valued and certified by the management, the impact of any variation on the statement of Profit and Loss and state of affairs not being ascertained.

Explanation : Observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments

D) Realizable value of inventories not ascertained in view of no physical verification of inventories and same is accepted as per the management declaration and therefore shortfall/excess realization will affect the financial results. As explained to us, inventories have been physically verified by the management at regular intervals during the year. Explanation: Observations made in the Auditor's Report are self-explanatory and therefore do not call for any further comments

E) According to the information and explanations given to us, undisputed dues in respect of provident fund, value added tax, professional tax which were outstanding, at the year end, for a period of more than six months from the date they became payable are of Rs. 11.60 lacs Explanation: The Company is facing financial crunches and Board of Directors are striving hard to improve the position of the Company.

F) The Company's accumulated losses at the end of the financial year are less than fifty per cent of its net worth but it has incurred cash losses in the current year only and not in the immediately preceding financial year.

Explanation: The Company is facing financial crunches and Board of Directors are striving hard to improve the position of the Company.

G) Based on our audit procedures and as per the information and explanations given by the management, the Company has defaulted in the repayment of loan and interest on loan to the financial institutions and banks. The company does not have provisions of interest payable to bank/NBFC amounting to Rs. 127.42 lacs in view of default. Explanation: The Company is facing financial crunches and Board of Directors are striving hard to improve the position of the Company.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. Pooja Gwalani & Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report.

The Secretarial Auditors' comments and Boards explanation are as under:

A) The Company has closed its register of members and given advertisement but copy of the same was not available with the Company for my verification.

Explanation: In process of shifting of registered office some documents of the Company were misplaced.

B) The Nomination and Remuneration Committee was not duly constituted as per the provisions of the Act.

Explanation: The Company is in process of appointing Independent Director in subsequent AGM for compliance of various Acts and regulation.

C) The Company has appointed internal Auditor but has not filed MGT 14.

Explanation: Due to inadvertence Company has not filed the form the Company will Comply with the Same.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed as Annexure -III and forms an integral part of the Directors' Report.

CORPORATE GOVERNANCE

A report on Corporate Governance along with a Certificate from the Auditors of the Company regarding the compliance with conditions of Corporate Governance as also the Management Discussion and Analysis Report as stipulated under Clause 49 of the Listing Agreement are annexed to this Report as Annexure-IV

INTERNAL AUDIT & CONTROLS

The Company has appointed M/S. Tarun Nagar as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes 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.

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.anshusclothing.com

RELATED PARTIY DISCLOSURES

During the year there was no contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Joint Venture or Associate Company.

RISK MANAGEMENT POLICY

The Company has in place to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company's internal control systems are commensurate with the nature of its business and the size and complexity

CODE OF CONDUCT

Your Company has adopted a Code of Conduct for its Board Members and Senior Management personnel. The code of conduct has also been posted on the official website of the Company. The declaration by the Managing Director of the Company regarding compliance with the Code of Conduct for Board Members and Senior Management is annexed with the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Rule 9 of Companies (Corporate Social Responsibility Policy) Rules is not applicable to the company.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time, the code of conduct for prevention of insider trading and the code for corporate disclosures ("Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information.

CAUTIONARY STATEMENT

Statements in the Directors Report and the Management discussion & Analysis describing the Company's objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global & domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and its cost, changes in government policies and tax laws, economic development of the country and such other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

Place: Ahmedabad For and on Behalf of Board of Directors of

Date: 22.08.2015                           Anshu's Clothing Limited

                                                      Ravi Bhandari 

                                                  Managing Director

                                                   (DIN: 01227082)