20TH ANNUAL REPORT - Bombay Stock Exchange...1 20th Annual Report 2012-13 NOTICE NOTICE is hereby given that the 20th Annual General Meeting of the Members of ANKUSH FINSTOCK LIMITED

Ankush Finstock Limited

20TH ANNUAL REPORT2012- 2013

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Ankush Finstock Limited20TH ANNUAL REPORT

2012- 2013BOARD OF DIRECTORS

Mr. Bharat M. Shah - Chairman & Managing DirectorMr. Sahil B. Shah - Whole-time DirectorMr. Hitesh P. Shah - DirectorMr. Nishant B. Vardhmani - DirectorMr. Kamlesh H. Mehta - DirectorMr. Vikesh B. Makvana - DirectorMr. Zalak D. Shah - Director

COMPANY SECRETARY

Mr. Samsersingh Rana

AUDITORS

DJNV & CO.Chartered AccountantsAhmedabad

BANKERS

AXIS BANKKARNATATAK BANKSUVIKAS PEOPLE’S CO. OPERATIVE BANK LIMITED

SHARE TRANSFER AGENT

SHAREPRO SERVICES (INDIA) PRIVATE LIMITED416-420 Devnandan Mall, Opp. Sanyas Ashram,Ashram Road, Ahmedabad-380 006

REGISTERED OFFICE ADDRESS

B/708, Fairdeal House, Opp. St. Xavier’s Ladies Hostel,Swastik Char Rasta, Off. C.G. Road,Navrangpura, Ahmedabad- 380009, Gujarat, INDIATel.: +91 79 30182613 Fax: +91 79 26440031E-mail : [email protected] : www.ankushfinstock.com

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20th Annual Report 2012-13

NOTICE

NOTICE is hereby given that the 20th Annual GeneralMeeting of the Members of ANKUSH FINSTOCK LIMITEDwill be held on Monday, 30th day of September, 2013at 11.00 a.m. at ‘Hiral House’, Near Kasturbhai Block,Naroda Road, Ahmedabad- 380025, Gujarat, INDIA totransact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited Bal-ance Sheet as at 31st March, 2013, the State-ment of Profit and Loss for the year ended onthat date and the reports of the Board of Direc-tors and the Auditors thereon.

2. To appoint a Director in place of Mr. Hitesh P.Shah who retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himselffor reappointment.

3. To appoint a Director in place of Mr. Nishant B.Vardhmani who retires by rotation at the ensuingAnnual General Meeting and being eligible offershimself for reappointment.

4. To appoint Auditor and to fix their remunerationand in this regard to consider and if thought fit,to pass with or without modification(s) the fol-lowing resolution as an Ordinary Resolution:

“RESOLVED THAT M/s. DJNV & CO., CHARTEREDACCOUNTANTS of AHMEDABAD [Firm Registra-tion No. 115145 W] be and are hereby appointedas the Statutory Auditors of the Company for thefinancial year 2013-14, to hold office as suchfrom the conclusion of this Annual General Meet-ing until the conclusion of the next Annual Gen-eral Meeting of the Company on such remunera-tion as to be decided by the Board of Directorsin consultation with them, apart from out-of-pocketexpenses that may be incurred by them for thepurpose of Audit.”

SPECIAL BUSINESS :

5. To appoint Mr. Zalak D. Shah as Director and inthis regard to consider and if thought fit, to passwith or without modification, the following reso-lution as an Ordinary Resolution:

“RESOLVED THAT Mr. Zalak Dilipbhai Shah whowas appointed by the Board of Directors as anAdditional Director of the Company with effectfrom 18.12.2012 and holds office upto the dateof this Annual General Meeting of the Companyin terms of section 260 of the Companies Act,1956, be and is hereby appointed as a Director

of the Company and whose period of office willbe liable to retire by rotation.”

6. To re-appoint Mr. Bharat M. Shah as Chairmancum Managing Director and in this regard toconsider and if thought fit, to pass, with or with-out modification(s), the following resolution as anOrdinary Resolution:

“RESOLVED THAT in accordance with the provi-sions of Sections 198, 269, 309 and 317 readwith Schedule XIII and all other applicable provi-sions, if any, of the Companies Act, 1956 or anystatutory modification(s) or re-enactment thereof,approval of the members be and is hereby ac-corded to the re-appointment of Mr. Bharat M.Shah as Chairman cum Managing Director of theCompany, for a period of 5 (five) years witheffect from August 15, 2013, on the terms andconditions including remuneration as set out inthe Explanatory Statement annexed to the Noticeconvening this Meeting, with liberty to the Boardof Directors (hereinafter referred to as “the Board”which term shall be deemed to include any Com-mittee of the Board constituted to exercise itspowers, including the powers conferred by thisresolution) to alter and vary the terms and con-ditions of appointment and/ or remuneration, sub-ject to the same not exceeding the limits specifiedunder Schedule XIII to the Companies Act, 1956or any statutory modification(s) or re-enactmentthereof.”

“RESOLVED FURTHER THAT the Board be and ishereby authorized to do all such acts and takeall such steps as may be necessary, proper orexpedient to give effect to this resolution.”

By Order of the BoardFor, ANKUSH FINSTOCK LIMITED

PLACE : AHMEDABADDATE : 30.07.2013

[BHARAT M. SHAH]CHAIRMAN & MANAGING DIRECTOR

Registered Office :B/708, Fairdeal House,Opp. St. Xavier’s Ladies Hostel,Swastik Char Rasta,Off. C. G. Road,Navrangpura, Ahmedabad- 380009,Gujarat, INDIA.

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NOTES :

1. A MEMBER ENTITLED TO ATTEND AND VOTE ATTHE ANNUAL GENERAL MEETING (THE“MEETING”) IS ENTITLED TO APPOINT A PROXYTO ATTEND AND VOTE ON A POLL INSTEAD OFHIMSELF/ HERSELF AND THE PROXY NEED NOTBE A MEMBER OF THE COMPANY. THEINSTRUMENT APPOINTING THE PROXY SHOULD,HOWEVER, BE DEPOSITED AT THE REGISTEREDOFFICE OF THE COMPANY NOT LESS THANFORTY-EIGHT HOURS BEFORE THECOMMENCEMENT OF THE MEETING.

2. Corporate members intending to send theirauthorized representatives to attend the Meetingare requested to send to the Company a certifiedcopy of the Board Resolution authorizing theirrepresentative to attend and vote on their behalfat the Meeting.

3. Members/ proxies are requested to bring theircopies of Annual Report along with duly filed andsigned attendance sheets attached with it forattending the meeting.

4. Members desiring any information on the Accountsare requested to write to the Company at leastone week before the meeting, so as to enablethe Management to keep the information ready.Replies will be provided only at the meeting.

5. Members are requested to notify the Company ofany change in their address (in full) with thepostal area pin code number, quoting their folionumbers.

6. In case of joint holders attending the Meeting,only such joint holder who is higher in the orderof names will be entitled to vote.

7. An Explanatory Statement pursuant to Section173(2) of the Companies Act, 1956, relating tothe Special Business to be transacted at theMeeting is annexed hereto.

8. The Register of Members and the Share TransferBooks of the Company will remain closed from26.09.2013 to 30.09.2013 (both days inclusive)for the purpose of Section 154 of the CompaniesAct, 1956.

9. SHAREPRO SERVICES (INDIA) PVT. LTD. havingits office at 416-420, Devnandan Mall, Opp.Sanyas Ashram, Ashram Road, Ahmedabad-380006 is the Registrars and Share Transfer Agentsof the Company. The members are requested toplease ensure that their shares are convertedinto Demat Form.

10. Brief resume as required in terms of paragraphVI(A) of the Clause 49 of the Listing Agreementon Director seeking reappointment at the ensuingAnnual General Meeting is as under:

i) Mr. Hitesh P. Shah is Non-Executive Directorof the Company. He has good knowledge in thefiled of stock market. He has been associatedwith the Company since 1996. Mr.Hitesh P. Shahwho retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himselffor reappointment.

ii) Mr. Nishant B. Vardhmani is Non-ExecutiveDirector of the Company. He is having knowledgeand experience in the field of accounts. He hasbeen associated with the Company since 2005.He is Chairman of the Audit Committee andRemuneration Committee of the Company. Mr.Nishant B. Vardhmani who retires by rotation atthe ensuing Annual General Meeting and beingeligible offers himself for reappointment.

11. Relevant documents referred to in theaccompanying Notice are open for inspection bythe members at the Registered Office of theCompany on all working days, except Saturdays,between 11.00 a.m. to 1.00 p.m. up to the dateof the Meeting.

12. The Securities and Exchange Board of India(SEBI) has mandated the submission of PermanentAccount Number (PAN) by every participant insecurities market. Members holding shares inelectronic form are, therefore, requested to submitthe PAN to their Depository Participants with whomthey are maintaining their demat accounts.Members holding shares in physical form cansubmit their PAN details to the Company/ Registrarsand Share Transfer Agents.

13. Members who hold shares in physical form inmultiple folios in identical names or joint holding inthe same order of names are requested to sendthe share certificates to Sharepro Services (India)Private Limited, for consolidation into a singlefolio.

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EXPLANATORY STATEMENTPURSUANT TO SECTION 173(2) OF THECOMPANIES ACT, 1956

Item No.5:The Board of Directors of the Company at their meetingheld on 18th December, 2012, appointed Mr. Zalak D.Shah as Additional Directors on the Board of the Com-pany. As per the provisions of section 260 of theCompanies Act, 1956 (“the Act”) they hold office up tothe date of this Annual General Meeting and is eligiblefor the appointment as Directors of the Company, liableto retire by rotation.

Details regarding Mr. Shah proposed to be appointed asDirector and keeping in view the experience, expertiseand knowledge of Mr. Shah, the Board recommends hisappointment as Director of the Company.

Mr. Shah, Director may be deemed to be interested inthe resolution relating to his appointment.

Item No.6:The Board of Directors of the Company (the ‘Board’),at its meeting held on 30th July, 2013 has, subject tothe approval of Members, re-appointed Mr. Bharat M.Shah as Chairman cum Managing Directors, for a fur-ther period of 5 (five) years from the expiry of theirpresent term, which will expire on August 14, 2013, onthe remuneration determined by the remuneration com-mittee of the Board and approved by the Board. It isproposed to seek Members’ approval for the re-ap-pointment of and remuneration payable to, Mr. Bharat M.Shah as Chairman cum Managing Director, in terms ofthe applicable provisions of the Companies Act, 1956(“the Act”). Broad particulars of the terms of re-ap-pointment of and remuneration payable to Mr. Bharat M.Shah are as under:

(a) Salary: Rs.75,000=00 p.m.

(b) Perquisites and allowances: The perquisites andallowances shall include accommodation (fur-nished or otherwise) or house rent allowance inlieu thereof; house maintenance allowance to-gether with reimbursement of expenses and/ orallowances for utilization of gas, electricity, water,furnishing and repairs; medical reimbursement;leave travel concession for self and family in-cluding dependents; medical insurance and suchother perquisites and/ or allowances. The saidperquisites and allowances shall be evaluated,wherever applicable, as per the provisions ofIncome Tax Act, 1961 or any rules thereunder orany statutory modification(s) or re-enactmentthereof; in the absence of any such rules, per-quisites and allowances shall be evaluated atactual cost. The Company’s contribution to Provi-dent Fund, Superannuation or Annuity Fund, to

the extent these singly or together are not tax-able under the Income Tax law, gratuity payableand encashment of leave shall not be includedfor the purpose of computation of the overallceiling of remuneration.

(c) Commission: In addition to the salary, perquisitesand allowances as set out above, Mr. Bharat M.Shah shall be entitled to receive commission onnet profits. The commission payable to him willbe determined by the Board and/ or the remu-neration committee of the Board for each finan-cial year. The overall remuneration including com-mission shall not exceed 5% of the net profits ofthe Company as computed in the manner re-ferred to under Section 198(1) of the Act, or anystatutory modification(s) or re-enactment thereof.

(d) Reimbursement of Expenses: Reimbursement ofexpenses incurred for traveling, boarding andlodging including for their respective spousesand attendant(s) during business trips; provisionof car for use on the Company’s business; tele-phone expenses at residence and club member-ship shall be reimbursed and not considered asperquisites.

In the event of loss or inadequacy of profitsduring the tenure of service of the ManagingDirector, the payment of salary, perquisites andother allowances as per rules of the Companyshall be governed by the limits prescribed underSection II of Part II of Schedule XIII to the Com-panies Act, 1956.

The Board commends the resolutions as set outat Item No. 6 of the Notice for your approval.

Mr. Bharat M. Shah is interested in the resolutionas set out at Item No.6 of the Notice for his re-appointment and remuneration payable to him.Further, Mr. Sahil B. Shah, Whole-time Director,may be deemed to be concerned or interested inthe resolution pertaining to the re-appointment ofMr. Bharat M. Shah as they are related to eachother. Save and except the above none of theother Directors of the Company is, in any way,concerned or interested in the aforesaid resolu-tion.

By Order of the BoardFor, ANKUSH FINSTOCK LIMITED

PLACE : AHMEDABADDATE: 30.07.2013


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DIRECTORS’ REPORTDear Shareholders,

Your Directors have great pleasure in presenting the20th Annual Report together with the Audited State-ments of Accounts of your Company for the financialyear ended on 31st March, 2013.

FINANCIAL PERFORMANCE:

Tabular financial performance of the Company as fel-lows :

(Rupees in Thousand)

Particulars for theyear ended March 31st 2012-13 2011-12

Total Income 28154.21 12884.51Total Expenditure 27900.00 17972.45Profit/(loss) beforeInterest, Depreciationand Tax 275.97 (5062.05)Interest Nil NilDepreciation 21.77 25.89Profit/ (Loss) before Tax 254.21 (5087.94)Less Provision forTaxation (Inc. FBT,Differed Tax) 41.74 1.06Profit/ (Loss) after Tax 212.46 (5086.88)Basic & Dilutedearning per share (EPS) 0.04 (0.85)

OPERATIONS:During the year under review, the Company’s totalIncome including other income were Rs.2,81,54,208/-as against Rs.1,28,84,511/- in the previous year andhas made net profit of Rs.2,12,462/- as against net lossof Rs.50,86,876/- in the previous year after providingdepreciation of Rs.21,765/- and provision for taxationof Rs.41,744/- for the financial year ended on 31stMarch, 2013.

DIVIDEND:The Directors regret their inability to recommend anydividend for the year in order to conserve the re-sources of the Company.

FIXED DEPOSIT:The Company has not accepted any deposit from thepublic pursuant to the provisions of Section 58A of theCompanies Act, 1956.

DIRECTORS:At the ensuing Annual General Meeting Mr. Hitesh P.Shah and Mr. Nishant B. Vardhmani will retires by

rotation and being eligible, offers themselves for reap-pointment in the term of provision of the Articles ofAssociation of the Company.

Mr. Zalak D. Shah was appointed as additional directorof the Company w.e.f. 18.12.2012 and is eligible forreappointment as director of the Company at the forth-coming Annual General Meeting.

Mr. Prashant R. Sheth was resigned as a Director ofthe Company w.e.f 18.12.2012. The Board placed onrecord its deep sense of appreciation for the invaluablecontribution made by him during his tenure.

AUDITORS AND THEIR REPORT:Auditors of the Company, M/S. DJNV & CO., CHAR-TERED ACCOUNTANTS, AHMEDABAD will retire at theensuing Annual General Meeting of the Company andthey being eligible have offered themselves for reap-pointment. The Shareholders are requested to appointthe Auditors of the Company and authorize the Boardto fix their remuneration. Necessary resolution for theirappointment as Auditors of the Company is being in-cluded in notice convening Annual General Meeting.

The observations made by the Auditors’ in their Audi-tors’ report and the notes appearing in the accountswith regard to it are self-explanatory and do not re-quires further clarification by the Board.

ADDITIONAL DISCLOSURES:In line with the requirements of the Listing Agreementwith the Stock Exchanges and Accounting Standard ofthe Institute of Chartered Accountants of India, yourCompany has made additional disclosures in the noteson accounts for the year under review in respect ofRelated Party Transactions, Deferred Tax Liability, etc.

CORPORATE GOVERNANCE REPORT:Your Company perceives Corporate Governance as anendeavor for transparency and a wholehearted ap-proach towards continuous enhancement of share-holders’ value. Your Company has been complying withthe conditions of Corporate Governance as stipulatedin Clause 49 of the Listing Agreement. Further, theBoard of Directors of your Company constituted aCommittee known as Corporate Governance Commit-tee, which recommends the best practices in the Cor-porate Governance.

A separate report on Corporate Governance along withAuditors’ Certificate on compliance with the CorporateGovernance norms and stipulated in Clause 49 of theListing Agreement, forming part of this report is an-nexed herewith.

PARTICULARS OF EMPLOYEES:Statutory statement showing particulars of employeesunder section 217, sub-section (2A) of the Companies

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Act, 1956 read with the Companies [Particulars ofEmployees Rules] 1975, as amended is not required tobe given as there were no employees coming withinthe purview of this section.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORP-TION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:The details of conservation of energy, technology ab-sorption etc. as required to be given under Section217(1)(e) of the Companies Act 1956, is not applicableto our Company, as our Company is not engaged in themanufacturing activities. The foreign exchange earningon account of the operation of the Company during theyear was Rs. Nil.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of theCompanies Act, 1956, the Directors of your Companyconfirm that:

i) in the preparation of the annual accounts, theapplicable accounting standards have been fol-lowed along with proper explanation relating tomaterial departures;

ii) the Directors have selected such accountingpolicies and applied them consistently and madejudgments and estimates that were reasonableand prudent so as to give a true and fair viewof the state of affairs of the Company at the end

of the financial year and of the profit or loss ofthe Company for that period;

iii) the Directors have taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of theCompanies Act, 1956 for safeguarding the as-sets of the company and for preventing anddetecting fraud and other irregularities;

iv) the Directors have prepared the accounts on a“going concern basis”.

ACKNOWLEDGEMENT:Your Directors would like to express their appreciationfor the assistance and co-operation received from thefinancial institutions, banks, Government authorities,customers, vendors and members during the year un-der review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committedservices by the executives, staff of the Company.

On Behalf of the BoardFor, ANKUSH FINSTOCK LIMITED



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REPORT ON CORPORATE GOVERNANCEFOR THE YEAR ENDED ON 31ST MARCH, 2013

1. THE CORPORATE GOVERNANCE PHILOSOPHYCorporate Governance at AFL is predicated by the need to “enhance shareholder value, keeping in view theinterests of other stakeholders”. This definition places emphasis on the need to strike a balance at all timesbetween the need to enhance shareholders’ wealth whilst not being detrimental to other stakeholders’interests. The imperative for Corporate Governance lies not merely in drafting a code of Corporate Gover-nance, but in practicing it to achieve desired results.

Actual management of the Company vests with a team of senior executives, led by the Managing Director.They are vested with operational and financial powers through a well-structured process of delegation. Themanagement team functions within the framework laid out by the Board and are accountable to the Boardthrough the Managing Director for all their actions.

The Code therefore endeavourers to address the following deliverables:

o Ensure that the quantity, quality and frequency of financial and managerial information, which manage-ment shares with the Board, fully places the Board members in control of the Company’s affairs;

o Ensure that the decision making process is transparent and documentary evidence traceable throughthe minutes of the meetings of the Board/ Committee/ Executive Committees thereof;

o Ensure that executive action at the operating level is exercised within a framework of checks andbalances but without debilitating the creative processes that need to be encouraged in the organization;

o Ensure the fullest commitment of the management and the Board to world class operating practices;

o Ensure that the Board exercises its fiduciary responsibilities towards Shareowners and Creditors, thereby ensuring high accountability;

o Ensure that the extent to which the information is disclosed to present and potential inventors ismaximized;

It is evident that real onus of achieving the desired level of Corporate Governance, lies in the proactive ininitiatives taken to achieve desired results and not in the external measures like breadth and depth of a codeor stringency of enforcement of norms.

2. BOARD OF DIRECTORSThe Board of AFL provides leadership and strategic guideline; objectively reviews management decisions andexercises control over the Company, while remaining at all times trustees of shareholders. The Board isaccountable at all to the shareholders for creating, protecting and enhancing wealth and resources of theCompany and reporting to them on the performance in a timely and transparent manner.

Scheduling and selection of agendaIn terms of the Corporate Governance code, Board Meetings are scheduled with proper notice and the agendafor each meeting, along with explanatory notes are distributed in advance to the Board Members. Every BoardMember is free to suggest the inclusion of items on the Agenda. Additionally, while approving the ‘Delegationof operational and financial powers’ the Board has mandated the management to bring to its attention variousoperational powers exercised by the management from time to time for ratification or information. Thisinformation is also placed with the Board appropriately.

FrequencyThe Board meetings are held at least four times in a year, with a maximum time gap of four months betweenany two meetings.

ChairmanShri Bharat M. Shah, Chairman of the Board is a Promoter & Managing Director. He is neither being providedany office at AFL expenses nor reimbursed any expenses incurred in the performance of his duties. TheChairman ensures that the Board meetings are conducted in a manner, which secures the effective partici-

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pation of all directors and encourages all to make an effective contribution. He makes certain that all directorsreceive adequate information well in time and that the directors look beyond their duties and except full shareof the responsibilities of Governance.

3. BOARD STRUCTUREThe Board of Directors is having an appropriate mix of executive and non-executive independent directorsas on 31st March, 2013. The Board of Directors is consisting of Seven Directors. The Managing Directormanages the day to day affairs of the Company. The Board comprises of Executive and Non-ExecutiveDirectors, with considerable experiences in their respective fields. AFL did not have any pecuniary relationshipof transactions with the non-executive directors during the period under review. There are no materialtransactions where they have had personal interests that conflict with that of the Company.

Composition of the Board of Directors:

Directors No. of Directors Percentage of total No. of Directors

Executive 2 29Non-Executive Director 5 71

Total 7 100

Numbers of Board Meetings held and the dates on which such meetings were held:

During the financial year 2012-13 the Board met 7 (seven) times on 30.04.2012, 01.05.2012, 31.07.2012,30.10.2012, 12.11.2012, 18.12.2012 and 31.01.2013 the maximum gap between two meetings was not morethan 4 months.

Attendance record of Directors attending the Board meetings and Annual General Meetingsduring the year 2012-13

Name of Designation/ No. of Board Last AGM No. of other Directorship &the Director Category Meetings Attendance Committee Member/ Chairmanship& (DIN) in other Listed Companies

Held Attended Directorship Committee CommitteeMembership Chairmanship

Bharat M. Executive/ 7 7 Yes -- -- --Shah Promoter(00064582)Hitesh P. Non-Executive/ 7 -- Yes -- -- --Shah Independent(00451528)Kamlesh H. Non-Executive/ 7 7 Yes -- -- --Mehta Independent(00070632)Vikesh B. Non-Executive/ 7 7 No -- -- --Makvana Independent(00070711)Nishant B. Non-Executive/ 7 7 No -- -- --Vardhmani Independent(00168683)Sahil B. Executive/ 7 7 Yes -- -- --Shah Promoter(05215618)Prashant R. Non-Executive/ 7 6 No -- -- --Sheth* Independent(03385618)Zalak D. Non-Executive/ 7 1 No -- -- --Shah# Independent(06449920)

# Appointed w.e.f. 18.12.2012 * Resigned w.e.f. 18.12.2012

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Ankush Finstock LimitedNone of the Director is a member in more than 10 Companies and Act as Chairman in more than 5 Companiesacross all Companies in which he is a Director.

4. AUDIT COMMITTEEThe Company has a qualified and independent Audit Committee with all Members of the Committee being ofthree non-executive independent directors comprising of Mr. Kamlesh H. Mehta, Mr. Vikesh B. Makvana andMr. Nishant B. Vardhmani. Mr. Kamlesh H. Mehta is Chairman of the Committee. The role, terms of reference,authority and powers of the audit committee are in conformity with the requirement of Companies Act, 1956and listing agreement.

Role/ Functions of the Committee:o Reviewing with management the annual financial statements before submission to the Board.o Recommending the appointment and removal of external auditors, fixation of audit fee and also approval

of payment for any other services.o Review of policies relating to risk management – operational and financial.o Reviewing with the management, external and internal auditors and the adequacy of the internal control

system.o Discussion with internal auditors of any significant finding and follow-up thereon.

Powers of the Committee:• To investigate any activity within its terms of reference.• To secure attendance of and seek any information from any employee including representative of the

prime shareholders (subject to their internal approvals).• Compliance with accounting standards.• To obtain outside legal or other professional advice, if necessary.• To secure attendance of outsiders with relevant expertise, if it considers necessary.• Compliance with Stock Exchange and legal requirements concerning financial statements.

Attendance at the Audit Committee Meetings- 2013During the year the Audit Committee met 4 (four) times on 30.04.2012, 31.07.2012, 30.10.2012 and 31.01.2013attendance of the members as under:

Name Designation No. of Meeting attendedHeld Attended

Mr. Kamlesh H. Mehta Chairman/ Non-Executive Independent Director 4 4Mr. Vikesh B. Makvana Non-Executive Independent Director 4 4Mr. Nishant B. Vardhmani Non-Executive Independent Director 4 4

5. REMUNERATION AND COMPENSATION COMMITTEEThe Remuneration Committee consists of only Non-executive Directors which evaluates and finalizes amongother things, compensation and benefits of the Executive Directors. The Committee consists by Mr. KamleshH. Mehta, Mr. Vikesh B. Makvana and Mr. Nishant B. Vardhmani. Mr. Kamlesh H. Mehta is Chairman of theCommittee.

6. SHAREHOLDERS’/ INVESTORS’ GRIEVANCES COMMITTEE:The Shareholders Grievances Committee consists by Mr. Kamlesh H. Mehta, Mr. Vikesh B. Makvana and Mr.Bharat M. Shah. Mr. Vikesh B. Makvana is Chairman of the Committee. The committee was constituted toredress shareholders’/ investors’ complaints etc. relating to delay in transfer of shares, non-receipt of annualaccounts, delay in balance sheet, split-up share certificate, issue duplicate certificate, transmission of shares,dematerialization of shares etc. relating to the shares issued by the Company. The Managing Director of theCompany has been authorized by the Board to approve such transfers within the time stipulated under theListing Agreement. Further the complaints of the above nature are promptly attended by the Compliance Officer.

There is no pending complaint of Shareholders of the Company.

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Mr. Samir P. Shah is a Compliance Officer of the Company and Mr. Samshersingh Rana is Whole-time CompanySecretary of the Company.

Shareholders desiring to communicate with the Company on any of the matters relating to the shares, mayvisit in personal or write to the Company.

7. SHARE TRANSFER SYSTEMSAll the shares received are processed by Registrar and Share Transfer Agent of the Company. Share lodgedfor transfer are registered and returned within due time limit, if all the documents are completed in all respects,subject to exercise of option under compulsory transfer cum- demat- procedure, share certificates are eitherdemated or returned within the time prescribed by the authorities.

8. RECONCILIATION OF SHARE CAPITAL AUDIT & CERTIFICATE PURSUANT TO CLAUSE 47 (C) OF THELISTING AGREEMENT:A qualified Practicing Company Secretary carried out a Reconciliation of Share Capital Audit to reconcile thetotal admitted capital with NSDL and CDSL and the total issued and listed capital. The audit confirms that thetotal issued/paid up capital is in agreement with the aggregate of the total number of shares in physical formand the total number of shares in dematerialized form (held with NSDL and CDSL).

Pursuant to Clause 47(c) of the Listing Agreement with the Stock Exchanges, certificates, on half-yearly basishave been issued by a Practicing Company Secretary for due compliance of share transfer formalities bythe Company.

9. REGISTRAR AND SHARE TRANSFER AGENTM/s. Sharepro Services (India) Private Limited having its Office at 416-420, Devnandan Mall, Opp. SanyasAshram, Ashram Road, Ahmedabad-380006 is the Registrars & Share Transfer Agents of the Company.

Address of the Correspondence:Ankush Finstock LimitedB/708, Fairdeal House, Opp. St. Xavier’s Ladies Hostel,Swastik Char Rasta, Off. C.G. Road, Navrangpura,Ahmedabad – 380009, Gujarat, INDIA.E-mail: [email protected]

Investors Correspondence/ Complaints to be address to:Mr. Samir P. Shah or Mr. Samshersingh RanaCompliance Officer Company SecretaryGrievance Redressal e-mail ID : [email protected] : www.ankushfinstock.com

Statement of the various complaints received and cleared by the Company during the year ended on 31stMarch, 2013 as under:

Sr. Nature of Complaints Numbers of ComplaintsNo Pending as Received Resolved Pending as

on 01.04.12 on 31.03.13

1 Non receipt of dividend/ annual report Nil Nil Nil Nil2 Complaints relating to dematerialization

of shares Nil Nil Nil Nil3 Complaints relating to transfer of

securities/issue of duplicate certificate Nil Nil Nil Nil4 Others Nil Nil Nil Nil

Total Nil Nil Nil Nil

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Ankush Finstock Limited10. GENERAL BODY MEETINGS

Location and time for last 3 years Annual General Meetings:

Financial Year AGM Location Date TimeA.M./ P.M.

2011-12 19th Hiral House, Near Kasturbhai Block, 29.09.2012 11.00 A.M.Naroda Road, Ahmedabad-380025, Gujarat



No extra ordinary general meeting was held during the financial year 2012-13.

11. RESOLUTION CARRIED OUT THROUGH POSTAL BALLOTThe Company has not passed any Resolution through postal ballot during the financial year and no resolutionis proposed to be passed through Postal Ballot at the forthcoming Annual General Meeting.

12. DISCLOSURES• There are no materially significant related partly transactions i.e. transactions of the Company of material

natures, with its promoters, the directors or the managements, their subsidiaries or relatives etc., thatmay have potential conflict with interest of the Company at large.

• No penalties or strictures were imposed on the Company by the Stock Exchange or SEBI or any statutoryauthority, on any matter related to capital markers, during the last three years.

• The Company has complied with various rules and regulations prescribed by the Stock Exchange andSEBI during the last three years. No penalties or strictures have been imposed by them on the Company.

13. CATEGORIES OF SHAREOWNERS 31ST MARCH, 2013

Category No. of Shares Held Voting Strength (%)

Promoters 689068 11.48

Resident Individuals 4571597 76.14

Financial Intuitions/ Banks 0 0.00

Bodies Corporate 743139 12.38

NRIs/ OCBs 296 0.00

Others 00 0.00

Total 6004100 100.00

14. DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH, 2013

Share Balance Holders % of Total Total Shares % of Total

00001 - 00500 875 58.45 303396 5.05

00501 - 01000 238 15.90 296932 4.95

01001 - 02000 135 9.02 294507 4.91

02001 - 03000 62 4.14 168332 2.80

03001 - 04000 28 1.87 100653 1.68

04001 - 05000 44 2.94 208596 3.47

05001 - 10000 35 2.34 269751 4.49

10001 - and above 80 5.34 4361933 72.65

Total 1497 100.00 6004100 100.00

11

20th Annual Report 2012-1315. MEANS OF COMMUNICATION

The Company has submitted its quarterly, half yearly and yearly financial results to the Stock Exchanges aswell as published in leading Newspapers normally in leading English and in Vernacular daily Newspapersimmediately after its approval by the Board. The Company did not send the half yearly report to theShareholders of the Company.

16. LISTING ON STOCK EXCHANGESThe Shares of the Company are listed at Ahmedabad Stock Exchange Limited (ASE) and Bombay StockExchange Limited (BSE).

17. STOCK CODE AND DEMAT ISIN NO.

Stock Exchange Scrip Code Demat ISIN No.

BSE - Mumbai 531519 INE-784D01015ASE - Ahmedabad 004285

18. STOCK MARKET DATAMonthly high and low of closing quotations of shares traded on the Bombay Stock Exchange Limited, Mumbai.

Month High Price (Rs) Low Price (Rs)

April, 2012 07.94 05.75May, 2012 12.06 06.91June, 2012 18.75 10.47July, 2012 20.40 13.70August, 2012 18.40 13.45September, 2012 13.12 09.18October, 2012 15.75 11.47November, 2012 16.00 12.85December, 2012 18.27 13.85January, 2013 18.10 10.45February, 2013 10.20 06.29March, 2013 10.50 07.20

19. GENERAL SHAREHOLDERS INFORMATION

Date of Incorporation 04th August, 1993Date and time of Annual General Meeting Monday, 30th September, 2013 at 11 A.M.Venue of Annual General Meeting Hiral House, Naroda Road, Ahmedabad-380025Dates of Book Closure 26.09.2013 to 30.09.2013 (both days inclusive)

Financial Year Calendar (tentative and subject to change) (01.04.2013 to 31.03.2014)Financial reporting for the first quarter ending on 30th June, 2013 within 45 days from end of quarterFinancial reporting for the Half year ending on 30th September, 2013 within 45 days from end of quarterFinancial reporting for the Third quarter ending on 31st December, 2013 within 45 days from end of quarterFinancial reporting for the year ending on 31st March, 2014 within 45/60 days from end of quarterAnnual General Meeting for the year ending on 31st March, 2014 Last week of September 2013

On Behalf of the BoardFor, ANKUSH FINSTOCK LIMITED



12


CERTIFICATION ON FINANCIAL STATEMENTS OF THE COMPANY

I, Bharat M. Shah, Chairman and Managing Director of Ankush Finstock Limited to the best of my knowledge andbelief certify that:

1. I have reviewed the Balance Sheet, Profit & Loss Account and its schedules & notes on accounts as wellas the Cash Flow Statement and Directors’ Report for the year ended 31st March, 2013 and that to the bestof my knowledge and belief.

• these statement do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading:

• these statements together present a true and fair view of the Company’s affairs and are in compliancewith existing accounting standards, applicable laws and regulations.

2. I also certify that to the best of my knowledge and the information provided to me, there are no transactionsentered into by the Company during the year which are fraudulent, illegal or volatile of the Company’s Codeof Conduct.

3. I am responsible for establishing and maintaining internal controls for financial reporting and that I haveevaluated the effectiveness of internal control systems of the Company pertaining to financial reporting andI have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internalcontrols, if any, of which I am aware and the steps. I have taken or propose to take to rectify thesedeficiencies.

4. I have indicated to the Auditors and the Audit Committee:

• significant changes in internal control, if any, over financial reporting during the year;

• significant changes, if any, in accounting policies during the year and that the financial statements; and

• instances of significant fraud of which I have become aware and the involvement therein, if any, ofthe management or any employee having a significant role in the company’s internal control system.

5. I further declare that all Board Members and Senior Management personnel have affirmed compliance withthe Code of Conduct for the year ended on 31st March, 2013.


13


INDEPENDENT AUDITOR’S REPORTTo,The Members,Ankush Finstock Limited

Report on the Financial StatementsWe have audited the accompanying financial statements of Ankush Finstock Limited, which comprise the BalanceSheet as at March 31, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended,and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial StatementsManagement is responsible for the preparation of these financial statements that give a true and fair view of thefinancial position, financial performance and cash flows of the Company in accordance with the AccountingStandards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includesthe design, implementation and maintenance of internal control relevant to the preparation and presentation of thefinancial statements that give a true and fair view and are free from material misstatement, whether due to fraudor error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted ouraudit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. ThoseStandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from material misstatement. An audit involves performingprocedures to obtain audit evidence about the amounts and disclosures in the financial statements. The proceduresselected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of thefinancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internalcontrols relevant to the Company’s preparation and fair presentation of the financial statements in order to designaudit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriatenessof accounting policies used and the reasonableness of the accounting estimates made by management, as wellas evaluating the overall presentation of the financial statements. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the financialstatements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) In the case of statement of Profit and Loss, of the profit/ loss for the year ended on that date and

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government

of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on thematters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company so faras appears from our examination of those books and proper returns adequate for the purposes of ouraudit have been received from branches not visited by us;

14


c. The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Reportare in agreement with the books of account.

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply withthe Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the directors as on March 31, 2013, and takenon record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, frombeing appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the CompaniesAct, 1956:

f. Since the Central Government has not issued any notification as to the rate at which the cess is tobe paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the saidsection, prescribing the manner in which such cess is to be paid, no cess is due and payable by theCompany.

For, DJNV & CO.Chartered Accountants

[Firm Reg. No.: 115145W]

Place : Ahmedabad [JAYESH PARIKH]Date : 28.05.2013 Partner

Membership No.: 40650

15


ANNEXURE TO THE AUDITOR’S REPORT

(1) (a) In our opinion and according to the information and explanation given to us, the company has maintainedall the relevant records showing full particulars, including quantitative details and situation of fixedassets.

(b) As explained to us, the Fixed Assets have been physically verified by the management during the year.There is a regular program of verification which in our opinion is reasonable having regard to the sizeof the company and the nature of its assets. No material discrepancies were noticed on suchverification.

(c) During the year as the Company has not disposed off the Fixed Assets, hence clause 1(iii) of the Orderis not applicable.

(2) (a) According to the information & explanations given to us, the Physical verification of shares has beenfollowed by the management at reasonable intervals.

(b) In our opinion and according to the information and explanation given to us, the procedure of physicalverification of stock of Shares followed by the management is reasonable and adequate in relation tothe size of the company and the nature of its business.

(c) According to the information and explanation given to us, the company is maintaining proper recordsof inventory of shares. No material discrepancies were noticed on physical verification.

(3) (a) According to the information and explanation given to us and the records produced to us for ourverification, the company has not granted loans to any parties covered in the register maintained undersection 301 of the Companies Act, 1956,hence the provisions of clause 4(iii) (a) to (d) of the companies( Auditor’s Report ) Order, 2003 are not applicable to the company.

(b) According to the information and explanation given to us, the company has not taken interest freeunsecured loans from any parties covered in the register maintained under section 301 of the CompaniesAct, 1956. Hence the provisions of clause 4 (iii) (f) to (g) of the Companies ( Auditors Report) Order,2003 are not applicable to the Company.

(4) In our opinion and according to the information and explanation given to us, there is adequate internal controlsystem commensurate with the size of the Company and the nature of its business for the purchase of share,and with regard to the sale of shares. During the course of our audit, no major weaknesses have been noticedin the internal controls.

(5) (a) In our opinion and according to the information and explanation given to us, the transactions for theyear that needed to be entered into the register maintained under section 301 of the Companies Act,1956, have so been entered.

(b) In our opinion and according to the information and explanation given to us, the transactions made inpursuance of the contracts or arrangements entered in the register maintained under section 301 ofthe Companies Act, 1956 and exceeding the value of five lakhs rupees in respect of any party duringthe year have been reasonable having regard to the prevailing market prices at the relevant time.

(6) In our opinion and according to the information and explanation given to us, the company has not acceptedany deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 andthe rules framed there under.

(7) In our opinion the company has internal audit system commensurate with the size & nature of its business.

(8) To the best of knowledge and according to the information given to us, the Central Government has notprescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956, for any ofthe products of the Company.

(9) (a) According to the information and explanations given to us and according to the books and records asproduced and examined by us, in our opinion, the company is regular in depositing undisputed statutory

16

Ankush Finstock Limiteddues including Provident Fund, Service Tax , Investor education protection fund and Income Tax. Asinformed to us provisions of Employee State Insurance, Sales Tax, Wealth Tax, Custom duty are notapplicable to the company.

(b) According to information and explanation given to us, details of dues in respect of income tax & servicetax were in arrears, on account of dispute is as follows:

Name of Nature of Amount Period for which Forum where disputethe Statute dues (Rs.) the amount relates is pending

Income Tax Act, 1961 Income Tax 29,27,851 A.Y. 2005-06 Appellate Tribunal

Service Tax Service Tax 94,657 A.Y. 2005-06 Gujarat High Court

(10) In our opinion, the accumulated losses of the company are more than fifty percent of its net worth. Thecompany has not incurred cash losses during the financial year ended on 31st March, 2013, covered by ouraudit, however, the company has incurred cash loss in immediately preceding financial year.

(11) As the Company has not availed term loan from bank/financial institution, provisions of clause 4(xi) of theOrder are not applicable to the Company.

(12) According to the information & explanation given to us, the company has not granted loans and advanceson the basis of security by way of pledge of shares, debentures and other securities.

(13) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund/society. Therefore, the provisionsof clause 4(xiii) of the companies (Auditor’s Report) Order, 2003 are not applicable to the company.

(14) According to the information & explanations given to us and on the basis of examination of records of thecompany, proper records have been maintained in respect of the transactions and contracts of shares,securities debentures and other investments and timely entries have been made therein.

(15) According to the information & explanations given to us and on an overall examination we report that thecompany has not given any guarantee for loans taken by others from banks or financial institutions.

(16) According to the information and explanations given to us and on an overall examination of the balance sheetof the company, we report that the company has not taken any term loans during the year.

(17) Based on the information and explanations given to us and on an overall examination of the balance sheetand cash flows, the company has not utilized funds raised on a short term basis for long term investment.

(18) According to the information and explanation given to us, the company has not made preferential allotmentof shares to parties and companies covered in the register maintained under section 301 of the CompaniesAct, 1956.

(19) The Company has not issued any debentures during the year.

(20) The company has not raised any money by way of public issue during the year.

(21) According to the information and explanation given to us, no fraud on or by the company has been noticedor reported during the year.





17


CERTIFICATE ON CORPORATE GOVERNANCE

To,The Members,ANKUSH FINSTOCK LIMITED

We have examined the compliance of conditions of Corporate Governance by ANKUSH FINSTOCK LIMITED for theyear ended 31st March, 2013, as stipulated in clause 49 of the Listing Agreement of the said Company with thestock exchanges of India.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examinationwas limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of theconditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statementsof the Company.

In our opinion and to the best of our information and explanations given to us, we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that no investor grievances are pending for a period exceeding one month against the Company as perthe records maintained by the Shareholders/Investors Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency or effectiveness with which the management has conducted the affairs of the Company.





18


BALANCE SHEET AS AT 31ST MARCH, 2013Particulars Note No. As at As at

31 March 2013 31 March 2012(Rs.) (Rs.)

EQUITY AND LIABILITIES1. Shareholders’ Funds :

a) Share Capital 3 60,041,000 6,00,41,000b) Reserves & Surplus 4 (52,324,761) (52,537,223)

7,716,239 7,503,7762. Non-Current Liabilities :

a) Long Term Borrowings 0 0b) Deferred Tax Liabilities (Net) 0 0c) Other Long term Liabilities 0 0d) Long-term Provisions 5 313,857 192,303

313,857 192,3033. Current Liabilities :

a) Short-term borrowings 0 0b) Trade Payables 0 0c) Other Current liabilities 6 3,137,608 3,036,162d) Short term Provisions 5 167,253 120,548

3,304,861 3,156,710TOTAL 11,334,957 10,852,789

ASSETS1. Non-Current Assets :

a) Fixed Assets :(i) Tangible Assets 7 244,851 266,616(ii) Intangible Assets 0 0

244,851 266,616b) Non-Current Investments 8 5,325,000 0c) Deffered Tax Assets (Net) 9 3,975 3,219d) Long-Term Loans and Advance 10 1,995,000 8,100,000e) Trade Receivable 11 0 0f) Other Non-Current Assets 12 0 43,500

2. Current Assets :a) Current Investment 8 0 0b) Inventories 13 1,633,975 1,916,136c)Trade Receivables 11 1,006,761 3,483d) Cash & Cash Equivalents 14 73,581 191,271e) Short Term Loans and Advances 10 1,051,814 328,563f) Other Current Assets 12 0 0

TOTAL 11,334,957 10,852,789

Summary of Significant Accounting Policies 2

The accompanying notes are an integral part of the financial statementsAs per our report of even date attached herewithFor, DJNV & CO. For, ANKUSH FINSTOCK LIMITEDChartered AccountantsFirm Reg. No. 115145W[Jayesh Parikh] [Bharat Shah] [Kamlesh Mehta]Partner Chairman & Managing Director DirectorMembership No. 40650Place : Ahmedabad Place : AhmedabadDate : 28.05.2013 Date : 28.05.2013

19


Statement of Profit & Loss for the year ended 31st March, 2013Particulars Note No. 31-Mar-13 31-Mar-12

(Rs.) (Rs.)

CONTINUING OPERATIONS

INCOMEIncome from Sale of Shares 15 19,942,200 12,575,709Other Income 16 8,212,008 308,802

TOTAL REVENUE (i) 28,154,208 12,884,511

EXPENDITUREPurchase of traded goods 17 20,222,992 12,872,388(Increase)/ Decrease in inventory of Traded Goods 17 282,161 677,792Employee Benefits Expense 18 3,569,322 2,512,770Depreciation and Amortisation expense 19 21,765 25,889Other Expenses 20 3,803,762 1,883,608

TOTAL EXPENSES (ii) 27,900,002 17,972,447Profit / ( Loss) before Tax [ (i) - (ii) ] 254,206 (5,087,936)

TAX EXPENSE :Current Tax 42,500Deferred Tax (756) (1,059)Tax of earlier years 0 0

41,744 (1,059)Profit/ (Loss) for the year fromcontinuing operations (A) 212,462 (5,086,876)

DISCONTINUING OPERATIONS

Profit/ (Loss) after tax fromDiscontinuing Operation (B) 0 0

TOTAL OPERATIONS ( A + B ) 212,462 (5,086,876)

Profit/ (Loss) for the year 212,462 (5,086,876)

Basic earnings per share 22 0.04 -0.85

Summary of Significant Accounting Policies 2

The accompanying notes are an integral part of the financial statementsAs per our report of even date attached herewithFor, DJNV & CO. For, ANKUSH FINSTOCK LIMITEDChartered AccountantsFirm Reg. No. 115145W[Jayesh Parikh] [Bharat Shah] [Kamlesh Mehta]Partner Chairman & Managing Director DirectorMembership No. 40650Place : Ahmedabad Place : AhmedabadDate : 28.05.2013 Date : 28.05.2013

20


NOTES FORMING PARTS OF THE FINANCIAL STATEMENTS AS AT 31/03/2013NOTE - 3 - SHARE CAPITAL :

Paticulas As at 31 March 2013 As at 31 March 2012Number Amount (Rs.) Number Amount (Rs.)

Authorised Shares :Equity Shares of Rs. 10/- each 85,00,000 8,50,00,000 85,00,000 8,50,00,000Issued :Equity Shares of Rs. 10/- each 6,004,100 60,041,000 6,004,100 60,041,000Subscribed & fully Paid up :Equity Shares of Rs. 10/- each fully paid up 6,004,100 60,041,000 60,04,100 6,00,41,000

TOTAL 6,004,100 60,041,000 60,04,100 6,00,41,000

The company has only 1 class of shares referred to as Equity shares having face value of Rs. 10 /- Each holderof Equity share is entitled to 1 vote per share.

In the event of liquidation of the company,the holders of equity shares will be entitled to receive any of the remainingassets of the company, after distribution of all preferential amounts. However, no such preferential amounts existscurrently. The distribution will be in proportion to the number of shares held by the shareholders.

The details of shareholders holding more than 5% shares as at 31/03/2013 and 31/03/2012 is set outbelow.Name of Shareholder As at 31 March 2013 As at 31 March 2012

No. of shares % held No. of shares % held

Equity Shares with Voting Rights :- Bharat M Shah 541,731 9.02 541,731 9.02- Rajeev R Niroola 0 0.00 561,000 9.34

The Reconciliation of the number of shares outstanding and the amount of share capital as at 31/03/2013 & 31/03/2012 is set out below :Name of Shareholder As at 31 March 2013 As at 31 March 2012

No. of shares Amt. (Rs.) No. of shares Amt. (Rs.)

Shares at the beginning 60,04,100 6,00,41,000 6,004,100 60,041,000Addition -- -- -- --Deletion -- -- -- --Shares at the end 60,04,100 6,00,41,000 6,004,100 60,041,000

NOTE - 4 - RESERVE & SURPLUS :

Particulars As at As at31 March 2013 31 March 2012Amount (Rs.) Amount (Rs.)

Surplus/(Deficit) in the Statement of Profit and Loss :Balance as per Last Financial Statement (52,537,223) (47,450,347)Add : Profit for the year 212,462 (5,086,876)Net Surplus/(Defecit) in the Statement of Profit and Loss (52,324,761) (52,537,223)

TOTAL (52,324,761) (52,537,223)

21


NOTES FORMING PARTS OF THE FINANCIAL STATEMENTS AS AT 31/03/2013NOTE - 5 - PROVISIONS :

Long Term Short TermParticulars As at As at As at As at

31 March 2013 31 March 2012 31 March 2013 31 March 2012Amount (Rs) Amount (Rs) Amount (Rs) Amount (Rs)

Provision for Employee Benefits :Bonus Payable -- -- 131,655 95,962Gratuity Payable 313,857 192,303 -- --Provident Fund payable -- -- 35,598 24,586

TOTAL 313,857 192,303 167,253 120,548

NOTE - 6 - OTHER CURRENT LIABILITIES :


Provision for expenses 50,718 76,237Income Tax Payable ( 2005-06) 2,927,851 2,927,851Other Payables 159,039 32,074

TOTAL 3,137,608 3,036,162

Note : 7 - TANGIBLE ASSETS :

Cost of Valuation OFFICE OFFICE FURNITURE COMPUTER TOTALBUILDING EQUIPMENT & FIXTURES

As at 31 March 2011 470,000 258,018 458,440 44,500 1,230,958Addition -- -- -- -- --Disposal -- -- -- -- --Other Adjustment --As at 31 March 2012 470,000 258,018 458,440 44,500 1,230,958Addition -- -- -- -- --Disposal -- -- -- -- --As at 31 March 2013 470,000 258,018 458,440 44,500 1,230,958

Depreciation OFFICE OFFICE FURNITURE COMPUTER TOTALBUILDING EQUIPMENT & FIXTURES

As at 31 March 2011 253,174 228,813 423,720 32,746 938,453Charge for the year 10,841 4,062 6,284 4,702 25,889Disposal -- -- -- -- --As at 31 March 2012 264,015 232,875 430,004 37,448 964,342Charge for the year 10,300 3,497 5,147 2,821 21,765Disposal -- -- -- -- --As at 31 March 2013 10,300 236,372 435,151 40,269 986,107NET BLOCKAs at 31 March 2012 205,985 25,143 28,436 7,052 266,616As at 31 March 2013 195,685 21,646 23,289 4,231 244,851

22


NOTES FORMING PARTS OF THE FINANCIAL STATEMENTS AS AT 31/03/2013NOTE - 8 - NON - CURRENT INVESTMENTS :

Particulars As at As at31 March 2013 31 March 2012

Amount (Rs.) Amount (Rs.)

Investment in Equity Instruments (Unquoted) :

53250 Equity Shares of Marrot Stock Holding Pvt Ltd 5,325,000 --(Rs 100/- per share)

TOTAL 5,325,000 --

Aggregate amount of Quoted Investments (Market Value) -- --Aggregate amount of Unquoted Investments 5,325,000 --Aggregate provision for dimunition in value of Investments -- --

NOTE - 9 - DEFFERED TAX ASSETS/ DEFFERED TAX LIABILITIES :



Deferred Tax Asset

Depreciation 3,219 2,160Add : Deffered Tax Asset - Depreciation 756 1,059

TOTAL 3,975 3,219

NOTE - 10 - LOANS & ADVANCES :

Long Term Short TermParticulars As at As at As at As at


(A) Security DepositUnsecured, considered good 45,000 -- -- --

(A) 45,000 -- -- --(B) Loans & Advances to others 1,950,000 8,100,000 -- --

(B) 1,950,000 8,100,000 -- --(C) Loans and Advances to Relatives -- -- -- --

(C) -- -- -- --(D) Other Loans & Advances

(i) Advance Tax -- -- 772,014 328,563Less : Provision -- -- 42,500 --Net Income Tax -- -- 729,514 328,563

(ii) Balance with Statutory /Govt. Authorities -- -- 322,300 -- (D) -- -- 1,051,814 328,563TOTAL (A+B+C+D) 1,995,000 8,100,000 1,051,814 328,563

23


NOTES FORMING PARTS OF THE FINANCIAL STATEMENTS AS AT 31/03/2013NOTE - 11 - TRADE RECEIVABLES :

Non Current CurrentParticulars As at As at As at As at


A. Outstanding for a periodexceeding six months fromthe date they are due for paymentUnsecured , Considered Good -- -- 3,483 1,613

(A) -- -- 3,483 1,613

B. Other ReceivablesUnsecured , Considered Good -- -- 1,003,278 1,870

(B) -- -- 1,003,278 1,870

TOTAL (A+B) -- -- 1,006,761 3,483

NOTE - 12 - OTHER ASSETS :



A. Non Current Bank Balance -- 43,500 -- --

TOTAL -- 43,500 -- --

NOTE - 13 - INVENTORIES :Particulars As at As at

31 March 2013 31 March 2012Amount (Rs.) Amount (Rs.)

Stock in trade (goods acquired for trading) 1,633,975 1,916,136

TOTAL 1,633,975 1,916,136

NOTE - 14 - CASH AND CASH EQUIVALENTS :



A. Cash and Cash EquivalentsBalances with Bank :in Current Accounts -- -- 25,421 55,568Cash on Hand -- -- 48,160 23,203

TOTAL (A) -- -- 73,581 78,771

24


NOTES FORMING PARTS OF THE FINANCIAL STATEMENTS AS AT 31/03/2013NOTE - 14 - CASH AND CASH EQUIVALENTS : (CONTD.........)



B. Other Bank Balances :Deposits with original maturityfor more than 12 months -- 43,500 -- 112,500Deposits with original maturity for morethan 3 months but less than 12 months -- --Margin Money deposit -- --

-- 43,500 -- 112,500Less : Amount disclosedUnder Non Current Assets -- 43,500 -- --

TOTAL (B) -- -- -- 112,500TOTAL (A+B) -- -- 73,581 191,271

NOTE - 15 - GROSS REVENUE FROM OPERATION (NON FINANCE COMPANY) :



Sale of Shares 19,942,200 12,575,709

TOTAL 19,942,200 12,575,709

NOTE - 16 - OTHER INCOME :



Intraday Trading (39,668) 284,946Commission 3,946,693 5,500Consulting Fees 4,275,690 --Miscellaneous Income 29,293 18,356

TOTAL 8,212,008 308,802

NOTE - 17 - INCREASE OR DECREASE IN INVENTORIES :



Inventory at the beginning of the yearStock In Trade 1,916,136 2,593,928

1,916,136 2,593,928Inventory at the end of the yearStock In Trade 1,633,975 1,916,136

1,633,975 1,916,136(Increase)/ Decrease in Stock 282,161 677,792PurchasePurchase of traded goods 20,222,992 12,872,388

TOTAL 20,222,992 12,872,388

25


NOTES FORMING PARTS OF THE FINANCIAL STATEMENTS AS AT 31/03/2013NOTE - 18 - EMPLOYEE BENEFIT EXPENSES :


Director’s Remuneration 1,325,000 900,000Salary and Bonus Expense 1,907,655 1,379,962Gratuity 121,554 74,016Contribution to Provident Fund 215,113 156,792Other Employee Benefit Expense -- 2,000

TOTAL 3,569,322 2,512,770

NOTE - 19 - DEPRECIATION AND AMORTISATION EXPENSES :


Depreciation of Tangible Assets 21,765 25,889Amortsation of Intangible Assets -- --

TOTAL 21,765 25,889

NOTE - 20 - OTHER EXPENSES :


F & O Trading 1,167,285 604,809Power & Fuel 13,788 11,740Consultancy Expenses 2,000,000 --Repairs to Office Equipment 8,400 1,820Rates & Taxes 111,749 88,788General Expenses 447,400 400,149Interest on Service Tax 4,578 465,188Service Tax -- 261,170Payment to Auditors :For Audit purpose 44,944 44,944For Internal Audit purpose 5,618 5,000For Taxation purpose -- --

TOTAL 3,803,762 1,883,608

NOTE - 21 - RELATED PARTY DISCLOSURE :

* Related Parties with whom transactions have taken place during the year :Bharat M shah Hardik ShuklaHitesh Shah Vikesh MakwanaKamlesh Mehta Nishant VardhmaniRajendra Trivedi

26

Ankush Finstock LimitedNOTE - 21 - RELATED PARTY DISCLOSURE : (CONTD.........)

* Related Party Transactions :—> Loans & Advances from Related Parties :Name Relationship Nature of Transaction Outstanding

transactions during the year Amount2013 2012 2013 2012

Bharat Shah Managing Director Loan taken 0 200,000 0 0Loan Repaid 0 1,130,000 0 0

—> Remuneration to Key Managerial PersonnelName Relationship Nature of Amount paid

transaction 2013 2012Bharat Shah Managing Director Remuneration 900,000 900,000

Bonus 39,984 29,988Sahil Shah Whole-time Director Remuneration 425,500 0

Bonus 17,701 0

NOTE - 22 - EARNINGS PER SHARE :The following represents the profit and share data used in the calculation of EPS :Particulars 2013 2012Net profit after tax 212,462 (5,086,876)No of shares 6004100 6,004,100EPS 0.04 -0.85

NOTE - 23 - DUES TO MICRO AND AND SMALL ENTERPRISES AS DEFINED UNDER THE MSMED ACT , 2006As informed to us, there are no dues to Micro & Small Enterprises as defined under the MSMED Act, 2006

NOTE - 24 - SEGMENT INFORMATION FOR THE YEAR ENDED 31 MARCH 2013 :Particulars Share Trading Commission Consulta]ncy Others TotalSegment Revenue 19,965,633 3,946,693 4,275,690 756 28,188,772Segment expenses 21,828,566 0 2,000,000 0 23,828,566Unallocated expenses 0 0 0 0 4,106,137Interest Expenses 0 0 0 0 4,968Interest Income 0 0 0 0 5,860Income Tax 0 0 0 0 42,500Net Profit 212,461Segment Assets 0 1,003,278 0 0 1,003,278Unallocated Corporate Assets 0 0 0 0 10,331,679Total Asstes 11,334,957Segment Liabilities 0 0 0 0 0Unallocated Segment Liabilities 0 0 0 0 11,334,957Total Liabilities 11,334,957

Note : Segment Reporting is not applicable for Previous year as the entire operation of the Company was relatedto only one segment comprising of Trading in Shares.For, DJNV & CO. For, ANKUSH FINSTOCK LIMITEDChartered AccountantsFirm Reg. No. 115145W[Jayesh Parikh] [Bharat Shah] [Kamlesh Mehta]Partner Chairman & Managing Director DirectorMembership No. 40650Place : Ahmedabad Place : AhmedabadDate : 28.05.2013 Date : 28.05.2013

27


NOTES FORMING PARTS OF FINANCIALSTATEMENTS FOR THE YEAR ENDED31 MARCH, 2013.

1. Corporate InformationThe Company was registered as private limitedcompany in the name of Ankush Finstock PrivateLimited on 04th August, 1993 and was convertedin to Ankush Finstock Limited on 04th April, 1995.The main business of the company is investment& trading in securities. Ankush Finstock Limitedstrives to strengthen the business base andsearch new areas for sustainable growth ofcompany with the use of modern technology &management practices.

2. Basis of preparationThe financial statements of the company havebeen prepared in accordance with generallyaccepted accounting principles in India (IndianGAAP). The Company has prepared these finan-cial statements to comply in all material respectswith the accounting standards notified under theCompanies ( Accounting Standards ) Rules, 2006,(as amended ) and the relevant provisions of theCompanies Act, 1956. The financial statementshave been prepared on an accrual basis andunder the historical cost convention.The accounting policies adopted in the prepara-tion of financial statements are consistent withthose of previous year, except for the change inaccounting policy explained below:

2.1 Summary of significant accounting policesa. Use of Estimates

The preparation of financial statements inconformity with Indian GAAP requires themanagement to make judgments, estimatesand assumptions that affect the reportedamounts of revenues, expenses, assetsand liabilities and the disclosure of contin-gent liabilities, at the end of the reportingperiod. Although these estimates are basedon the management’s best knowledge ofcurrent events and actions, uncertaintyabout these assumptions and estimatescould result in the outcomes requiring amaterial adjustment to the carrying amountsof assets or liabilities in future periods.

b. Tangible fixed assetsFixed assets are stated at cost, net ofaccumulated depreciation and accumulatedimpairment losses, if any. The cost com-prises purchase price, borrowing cost if

capitalization criteria are met and directlyattributable cost of bringing the assets toits working condition for the intended use.Any trade discounts and rebates are de-ducted in arriving at the purchase price.Subsequent expenditure related to an itemof fixed asset is added to its book valueonly if it increases the future benefits fromthe existing asset beyond its previouslyassessed standard of performance. Allother expenses on existing fixed assets,including day to day repairs/maintenanceexpenditure and cost of replacing parts,are charged to the statement of profit andloss for the period during which such ex-penses are incurred.Gains or losses arising from de recognitionof fixed assets are measured as the dif-ference between the net disposal proceedsand the carrying amount of the asset andare recognized in the statement of profit &loss when the asset is de recognized.

c. Depreciation on Tangible Fixed AssetDepreciation on fixed asset is calculatedon Written down Value method using therates prescribed under the Schedule XIVto The Companies Act, 1956.

d. InvestmentsInvestments, which are readily realizableand intended to be held for not more thanone year from the date on which suchinvestments are made, are classified ascurrent investments. All other investmentsare classified as long- term investments.Long term investments are carried at cost.However, provision for diminution in valueis to be made to recognize a decline otherthan temporary in the value of investments.

e. InventoriesThe company accounts for the tradedshares & securities remaining unsold atthe end of the year as Stock-in- Trade andthe same is valued at cost or market valuewhichever is lower.

f. Revenue RecognitionRevenue is recognized to the extent that itis probable that the economic benefits willflow to the company and the revenue canbe reliably measured.Revenue from sales is recognized on thebasis of delivery of shares & securities.Dividend income is accounted on receiptbasis.

28

Ankush Finstock Limitedg. Retirement Benefits

Retirement benefit in the form of providentfund is a defined contribution scheme. Thecontributions to the provident fund arecharged to the statement of profit & lossfor the year when the contributions aredue. Provision for gratuity is made as perActuarial Valuation report as prescribedunder payment of Gratuity Act.

h. Income TaxTax expense comprises current and de-ferred tax. Current income tax is measuredat the amount expected to be paid to thetax authorities in accordance with the In-come Tax Act, 1961 enacted in India andtax laws prevailing in the respective taxjurisdiction where the company operates.The tax rates and tax laws used to com-pute the amount are those that are en-acted, at the reporting date.Deferred tax assets and liabilities aremeasured using the tax rates and tax lawsthat have been announced up to the Bal-ance Sheet date. Deferred tax assets andliabilities are recognized for the future taxconsequences attributable to timing differ-ences between the taxable income andaccounting income. The effect of tax ratechange is considered in the Profit & LossAccount of the respective year of change.

i. Earnings per shareBasic earnings per share are computed bydividing the net profit after tax by theweighted average number of equity sharesoutstanding during the period.

j. Provisions and Contingent liabilitiesA provision is recognized when the Com-pany has a present obligation as a result

of past event. It is probable that an outflowof resources embodying economic ben-efits will be required to settle the obligationand a reliable estimate can be made of theamount of the obligation. Provisions are notdiscounted to their present value and aredetermined based on the best estimaterequired to settle the obligation at the re-porting date. These estimates are reviewedat each reporting date and adjusted toreflect the current best estimate.Where no reliable estimate can be made, adisclosure is made as a contingent liability.A disclosure for a contingent liability is alsomade when there is a possible obligationthat may, but probably will not, require anoutflow of resources. Where there is apossible obligation or a present obligationin respect of which the likelihood of out-flow of resources is remote, no provisionor disclosure is made.

k. Cash & Cash equivalentsCash and cash equivalents comprise cashand cash on deposit with banks and cor-porations. The company considers all highlyliquid investments with a remaining matu-rity at the date of purchase of three monthsor less and that are readily convertible toknown amounts of cash to be cash equiva-lents.

l. Related Party TransactionsDisclosure of transitions with related par-ties as required by Accounting Standard18 “ Related Party Disclosure” has beenset out in a statement given herewith.Related parties as defined under clause 3of the Accounting Standard have been iden-tified on the basis of representations madeby key managerial personnel and informa-tion available with the company.

29


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013

PARTICULARS AMOUNT (RS.) AMOUNT 9RS.)2012-13 2011-12

A. CASH FLOW FROM OPERATING ACTIVITIES:Profit before tax 254,206 -5,087,936Non-cash adjustment to reconcile profit before taxto net cash flowsDepreciation 21,765 25,889Dividend Income -23,433 -5,434Operating Profit before working capital changes 252,538 -5,067,481Movement in Working Capital :Increase / (Decrease) in Trade Payables 0 -203,626Increase / (Decrease) in Provisions 168,260 100,386Increase / (Decrease) in Other Current Liabilities 101,446 -21,553,812(Increase)/ Decrease in Trade Receivables -1,003,278 5,856,484(Increase)/ Decrease in Inventories 282,161 677,792(Increase)/ Decrease in Loans & Advances 5,381,750 -8,296,746Income Tax Paid -42,500 0Cash generated from / (used in) operations 4,887,839 -23,419,522Net Cash Flow From / (Used in) Operating Activities (A) 5,140,377 -28,487,003

B. CASH FLOW FROM INVESTING ACTIVITIES :(Increase)/ Decrease of Fixed Assets 0 0(Increase) / Decrease in Other Non Current Assets 43,500 -43,500Proceeds of Non Current Investments -5,325,000 30,000,000Proceeds from deposits 112,500 0Dividend received 23,433 5,434Net Cash Flow From / (Used in) Investing Activities (B) -5,145,567 29,961,934

C. CASH FLOW FROM FINANCING ACTIVITIES:Proceeds from Long Term Borrowings 0 -1,470,000Net Cash Flow From / (Used in) Financing Activities (C) 0 -1,470,000Net Increase/ (Decrease) in Cash & Cash Equivalent (A+B+C) -5,190 4,931Cash & Cash Equivalents at the beginning of the year 78,771 73,840Cash & Cash Equivalents at the end of the year 73,581 78,771

For, DJNV & CO. For, ANKUSH FINSTOCK LIMITEDChartered AccountantsFirm Reg. No. 115145W

[Jayesh Parikh] [Bharat Shah] [Kamlesh Mehta]Partner Chairman & Managing Director DirectorMembership No. 40650

Place : Ahmedabad Place : AhmedabadDate : 28.05.2013 Date : 28.05.2013

ANKUSH FINSTOCK LIMITEDRegd. Office: B/708, Fairdeal House, Opp. St. Xavier’s Girls Hostel, Off. C.G. Road, Ahmedabad-380009.

ATTENDANCE SLIP

I hereby record my presence at the 20th Annual General Meeting of the Company held on Monday, September30, 2013 at 11.00 A.M. at ‘Hiral House’, Near Kasturbhai Block, Naroda Road, Ahmedabad- 380025, Gujarat, INDIA.

_______________________________________________ _____________________________________Name of the Shareholder/Proxy (in Block Letters) Signature of the Shareholder/ Proxy

Folio No. :________________________________

DP ID* :________________________________

Client ID* :________________________________

No. of Shares :________________________________

Note : Please handover the slip at the entrance of the meeting venue.

--------------------------------------------------------------- Cut here ---------------------------------------------------------------

ANKUSH FINSTOCK LIMITEDRegd. Office: B/708, Fairdeal House, Opp. St. Xavier’s Girls Hostel, Off. C.G. Road, Ahmedabad-380009.

PROXY FORM

I/we ……………………………………………………………………… of ..………………………………………………………

being a Member(s) of the Ankush Finstock Limited hereby appoint ………………………………………………..........

of ………………………………………………….or failing him/her……………………………………………………………

of……………………………….. as my/ our proxy to attend and vote for me/us on my/ our behalf at the 20th AnnualGeneral Meeting of the Company to be held on Monday, 30th day of September, 2013 at 11.00 A.M. or at any

adjournment thereof.

Signed this .......................... day of .............................................., 2013.

Folio No. :________________________________

DP ID* :________________________________

Client ID* :________________________________

No. of Shares :________________________________ ____________________________________ Signature of the Shareholder

* Applicable for holding shares in demat form.

Notes :1. A Proxy need not be a member.2. The form of proxy, duly signed across 15 paise revenue stamp should reach the Company, not less than 48

hours before the time fixed for the meeting.

Affix15 paiseRevenue

Stamp

BOOK - POST

If Undelivered please return to :

Ankush Finstock LimitedRegd. Office :

B/708, Fairdeal House, Opp. St. Xavier’s Ladies Hostel,Swastik Char Rasta, Off. C.G. Road, Navrangpura,

Ahmedabad- 380009, Gujarat, INDIATel.: +91 79 30182613 Fax: +91 79 26440031

E-mail : [email protected] : www.ankushfinstock.com

FORM A (Covering letter of the Annual Audit Report on financial statements to be filed

with the stock Exchange)

1. Name of the Company ANKUSH FINSTOCK LIMITED

2. Annual Financial Statements 31St March,2013

For the year ended

3. Type of Audit Observation Unqualified

4. Frequency of observation Not -Applicable

5. To be Signed by

.CEO/Managing Director

.Audit Committee Chairman 1,

.Auditor of the Company

Refer our Audit Report dated 28th May, 2013 on the Consolidated Financial statements of the Com pa ny. For, DJNV &Co. Chartered Accountants lCAl Reg. No.115145W

p GGIG . 4 Jayesh Parikh Partner MINO.-40650

Regd. Office : B/708, Fairdeal House, Opp. St. Xavier's Girl's Hostel, Off C. G. Road, Ahmedabad-380 009. Tele : 30182613 Fax : 079-26440031

Web'Site : wwv;~.ankushfinstock.com E-mail : [email protected], [email protected] G r i ~ v n n c ~ Rid7-essnl - Emcril TD - rrnmnlinnr~~nnlnlrhfin~tnrk rnm

Documents

20TH ANNUAL REPORT - Bombay Stock Exchange...1 20th Annual Report 2012-13 NOTICE NOTICE is hereby given that the 20th Annual General Meeting of the Members of ANKUSH FINSTOCK LIMITED