Ankush Finstock 2014...A Ankush Finstock Ltd. CIN NO.: L65910GJ1993PLC019936 FORM A (Pursuant to Clause 31(a) of Listing Agreement) Format of covering letter of the Annual Report to

A Ankush Finstock Ltd. CIN NO.: L65910GJ1993PLC019936

FORM A (Pursuant t o Clause 31(a) of Listing Agreement)

Format of covering letter of the Annual Report t o be filed wi th the Stock Exchange

Regd. Office : B1708, Fairdeal House, Opp. St. Xavier's Girl's Hostel, Off C. G. Road, Ahmedabad-380 009. Tele : 30 1826 13 Fax : 079-2644003 1

Sr. No. 1

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Web Site : www.ankushfinstock.com E-mail : corporate@a~hfinstock.com, [email protected] Grievance Ridressal - Email ID - [email protected]

Particulars Name of the Company

Annual Financial Statement for the year ended Type of Audit Observation

Frequency of observation

Signed By

MR. BHARAT M. SHAH Chairman cum Managing Director

MR. SAMIR P. SHAH Chief Financial Officer

MR. ZALAK D. SHAH Audit Committee Chairman

Auditors o f the Company

ANKUSH FINSOTCK LIMITED

31st March, 2014

Unqualified

Not Applicable

Refer our Audit Report dated 29th day of May, 2014 on the financial Statement of the Company

For, DJNV & CO Chartered Accountants

(FRN: 115145 W) 1151IJW *

[JAYESH PARIKH] - Partner M.No.40650

Ankush Finstock Limited

21st ANNUAL REPORT2013- 2014

Ankush Finstock Limited21st ANNUAL REPORT

2013- 2014BOARD OF DIRECTORS

Mr. Bharat M. Shah - Chairman & Managing DirectorMr. Vikesh B. Makvana - DirectorMr. Nishant B. Vardhmani - DirectorMr. Zalak D. Shah - DirectorMr. Prashant R. Sheth - Director w.e.f. 24.07.2014Mr. Kamlesh H. Mehta - Director upto 24.07.2014

COMPANY SECRETARY

Mr. Samsersingh Rana Company SecretaryMr. Samir P. Shah- CFO

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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21st Annual Report 2013-14

NOTICE

NOTICE is hereby given that the 21st Annual GeneralMeeting of the Members of ANKUSH FINSTOCK LIMITEDwill be held on Tuesday, 30th day of September, 2014at 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 Balance

Sheet as at 31st March, 2014, the Statement ofProfit and Loss for the year ended on that dateand the reports of the Board of Directors and theAuditors thereon.

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

3. To appoint Auditors and to fix their remunerationand in this regard to consider and if thought fit,to pass with or without modification(s) thefollowing resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to provisions ofSection 139(1) (erstwhile Section 224 of theCompanies Act, 1956) and other applicableprovisions, if any, of the Companies Act, 2013, M/s. DJNV & CO., CHARTERED ACCOUNTANTS ofAHMEDABAD [Firm Registration No. 115145 W]be and are hereby appointed as the StatutoryAuditors of the Company for the financial year2014-15, to hold office as such from theconclusion of this Annual General Meeting till theconclusion of the next Annual General Meeting ata remuneration as to be decided by the Board ofDirectors in consultation with them, apart fromout-of-pocket expenses that may be incurred bythem for the purpose of Audit.

SPECIAL BUSINESS :

4. To appoint Mr. Vikesh B. Makvana [holding DINNo. 00070711] as an Independent Director and inthis regard to consider and if thought fit, to pass,with or without modification, the following as anOrdinary Resolution:

“RESOLVED THAT pursuant to the provision ofsection 149, 150 and 152 and any other applicableprovisions of the Companies Act, 2013 and theRules made thereunder (including any statutorymodifications or re-enactment thereof for the timebeing in force) read with Schedule IV of theCompanies Act, 2013, Mr.Vikesh B. Makvana[holding DIN No. 00070711], Director of theCompany whose period of office was liable todetermination by retirement of directors by rotationand in respect of whom the Company has

received a notice in writing from a member undersection 160 of the Companies Act, 2013 proposinghis candidature for the office of IndependentDirector, be and is hereby appointed as anIndependent Director of the Company, not liable toretire by rotation and to hold office for 5 (five)consecutive years for a term up to the conclusionof Annual general meeting that may be held forfinancial year ending March 31, 2019.”

5. To appoint Mr. Nishant B. Vardhani [holding DINNo. 00168683] as an Independent Director and inthis regard to consider and if thought fit, to pass,with or without modification, the following as anOrdinary Resolution:

“RESOLVED THAT pursuant to the provision ofsection 149, 152 and any other applicableprovisions of the Companies Act, 2013 and theRules made thereunder (including any statutorymodifications or re-enactment thereof for the timebeing in force) read with Schedule IV of theCompanies Act, 2013, Mr. Nishant B. Vardhani[holding DIN No. 00168683], Director of theCompany whose period of office was liable todetermination by retirement of directors by rotationand in respect of whom the Company hasreceived a notice in writing from a member undersection 160 of the Companies Act, 2013 proposinghis candidature for the office of IndependentDirector, be and is hereby appointed as anIndependent Director of the Company, not liable toretire by rotation and to hold office for 5 (five)consecutive years for a term up to the conclusionof Annual general meeting that may be held forfinancial year ending March 31, 2019.”

“RESOLVED FURTHER THAT the Board ofDirectors of the Company be and is herebyauthorized to do all such acts, deeds and thingsand to execute all such documents, instrumentsand writings as may be required in this regard.”

6. To appoint Mr. Prashant R. Sheth [holding DIN No.003385618] as an Independent Director and inthis regard to consider and if thought fit, to pass,with or without modification, the following as anOrdinary Resolution:

“RESOLVED THAT pursuant to the provision ofSections 149, 152 read with Schedule IV and allother applicable provisions, if any of theCompanies Act, 2013 and the Companies (appointment and Qualification of Directors) Rules,2014 (including any statutory modifications or re-enactment thereof for the time being in force) Mr.Prashant R. Sheth [holding DIN No. 003385618],who was appointed as an Additional Directorpursuant to the provisions of the section 161 (1)of the of the Companies Act 2013 and the Articlesof Association of the company and who hold

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Ankush Finstock Limitedoffice up to the date of this Annual GeneralMeeting and in respect of whom the companyhas received a notice in writing under Section160 of the Companies Act 2013, from a memberproposing his candidature for the office ofDirector, be and is hereby appointed as anIndependent Director of the Company, not liable toretire by rotation and to hold office for 5 [five]consecutive years for a term up to March 31,2019.

“RESOLVED FURTHER THAT the Board ofDirectors of the Company be and is herebyauthorized to do all such acts, deeds and thingsand to execute all such documents, instrumentsand writings as may be required in this regard.”

7. To borrow money in excess of Paid-up Capitaland Free Reserves of the Company and in thisregard, to consider and, if through fit, to pass,with or without modification(s), the followingresolution as a Ordinary Resolution:

“RESOLVED THAT in supersession of the earlierresolution passed by the members of the Companyif any and pursuant to the provisions of Section180 (1) (c) and other applicable provisions, ifany, of the Companies Act, 2013, the consent ofthe Company be and is hereby accorded to theBoard of Directors of the Company to borrowany sum or sums of money from time to time fromany one or more of the Company’s bankers orfrom any one or more other persons, firms, bodiescorporate or financial institutions, whether byway of cash credit, advances or deposits orloans, secured or unsecured in excess of theaggregate of the paid-up share capital and freereserves of the Company, provided that the totalamount borrowed and outstanding at any point oftime, (apart from temporary loans obtained/ to beobtained from the Company’s Bankers in theordinary course of business), shall not exceedof Rs.200 Crore (Rupees Two Hundred CroreOnly) over and above the aggregate of the paidup share capital and free reserves of theCompany that is to say the reserves not setapart for any specific purpose”.

"RESOLVED FURTHER THAT the Board be and ishereby authorized to decide all terms andconditions in relation to such borrowing, at theirabsolute discretion and to do all such acts, deedsand things and to execute or authorise any personto execute all such documents, instruments andwritings as may be required for giving effect tothe aforesaid resolution.”

8. To create charge on assets and in this regard,to consider and, if through fit, to pass, with orwithout modification(s), the following resolutionas a Special Resolution:

“RESOLVED THAT in supersession of resolutionpassed in earlier if any and pursuant to theprovisions of 180(1)(a) and other applicableprovisions, if any, of the Companies Act, 2013(including any statutory modification or re-enactment thereof for the time being in force),consent of the Company be and is herebyaccorded to the Board of Directors of the Company(hereinafter referred to as “the Board”) to createany kind of mortgage(s), hypothecation(s),pledge(s) and/ or charge(s), in addition to themortgage(s), hypothecation(s), pledge(s) and/ orcharge(s) already created, in such form, mannerand ranking and on such terms as the Boarddeems fit in the interest of the Company, on allor any of the movable and/ or immovableproperties of the Company (both present andfuture) and/or any other assets or properties,either tangible or intangible, of the Company infavour of Banks/ Financial Institutions, otherinvesting agencies and holders of otherinstruments for securing the borrowing of theaggregate of the said sum of Rs.200 Crore andthe paid-up capital of the Company and its freereserves at any time availed or to be availed bythe Company by way of loan to secure rupee/foreign currency loans (hereinafter collectivelyreferred to as “Loans”) from time to time up to thelimits approved or as may be approved by theshareholders under Section 180(1)(a) of theCompanies Act, 2013 and any Rules madethereunder along with provided that the totalamount of loans and facilities together with interestthereon, additional interest, compound interest,liquidated damages, commitment charges, premiumon pre-payment or on redemption, costs, charges,expenses and all other moneys payable by theCompany in respect of the said loans.

“RESOLVED FURTHER THAT the Board ofDirectors of the Company be and is herebyauthorized to do all such acts, deeds and thingsand to execute all such documents, instrumentsand writings as may be required in this regard.

By Order of the BoardFor, ANKUSH FINSTOCK LIMITED

PLACE : AHMEDABADDATE : 24.07.2014

[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.CIN: L65910GJ1993PLC019936

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NOTES :1. A MEMBER ENTITLED TO ATTEND AND VOTE AT

THE ANNUAL GENERAL MEETING (THE“MEETING”) IS ENTITLED TO APPOINT A PROXYTO ATTEND AND VOTE ON A POLL INSTEAD OFHIM-SELF/ HER-SELF 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.

A person can act as proxy on behalf of membersnot exceeding fifty (50) and holding in theaggregate not more than ten percent of the totalshare capital of the Company. A member holdingmore than ten percent of the total share capitalof the Company carrying voting rights may appointa single person as proxy and such person shallnot act as a proxy for any other person orshareholder.

2. The Explanatory Statement pursuant to Section102 of the Companies Act, 2013, relating to SpecialBusiness is annexed hereto.

3. 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.

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

5. Members who are holding shares in dematerializedform are required to bring details of theirBeneficiary Account Number for identification.

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. Members holding shares in electronic form arerequested to intimate immediately any changes intheir address or bank mandates to their DepositoryParticipants with whom they are maintaining theirdemat accounts. Members holding shares inphysical form are requested to advise any changein their address or bank mandates immediately tothe Company.

8. Members desiring any information on the Accounts

are 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.

9. The Register of Members and the Share TransferBooks of the Company will remain closed from26.09.2014 to 30.09.2014 (both days inclusive).

10. Members are requested to note that pursuant tothe provisions of Section 125(2) of the CompaniesAct, 2013, the dividend remaining unclaimed/unpaidfor a period of seven years from the date itbecomes due for payment shall be credited to theInvestor Education and Protection Fund (IEPF) setup by the Central Government, Members whohave so far not claimed the dividends arerequested to make claim with the Companyimmediately as no claim shall lie against theCompany in respect of individual amounts oncecredited to the said IEPF.

11. Sharepro Services (India) Pvt. Ltd. having itsoffice at 416-420, Devnandan Mall, Opp. SanyasAshram, Ashram Road, Ahmedabad -380 006 isthe Registrars and Share Transfer Agents of theCompany. The members are requested to pleaseensure that their shares are converted into DematForm.

12. 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.

13. Details under clause 49 of the Listing Agreementwith the Stock Exchange in respect of theDirectors seeking appointment/ re-appointment atthe Annual General Meeting, forms integral partof the notice. The Directors have furnished therequisite declarations for their appointment/ re-appointment.

14. 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.

15. 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 submit

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the 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.

16. Members who have not registered their e-mailaddresses so far are requested to register theire-mail address for receiving all communicationincluding Annual Report, Notices, Circulars, etc.form the Company electronically.

17. E-voting :In compliance with provisions of Section 108 ofthe Companies Act, 2013 and Rule 20 of theCompanies (Management and Administration)Rules, 2014, the Company is pleased to providemembers facility to exercise their right to vote atthe 21st Annual General Meeting (AGM) byelectronic means and the business may betransacted through e-voting services providedby Central Depository Services (India) Limited(CDSL).

The voting period begins on 24th September, 2014(09:00 am) and ends on 26th September, 2014(06:00 pm). During this period shareholders' ofthe Company, holding shares either in physicalform or in dematerialized form, as on the cut-offdate (record date) of 29th August, 2014, maycast their vote electronically. The e-voting moduleshall be disabled by CDSL for voting after 26thSeptember, 2014 (06:00 pm).

The instructions for members for votingelectronically are as under(EVSN- 140828084)

(i) Log on to the e-voting websitewww.evotingindia.com

(ii) Click on "Shareholders" tab.

(iii) Now Enter your User ID (For CDSL: 16digits beneficiary ID, For NSDL: 8 CharacterDP ID followed by 8 Digits Client ID, Membersholding shares in Physical Form should enterFolio Number registered with the Companyand then enter the image verification Codeas displayed and Click on Login.

(iv) If you are holding shares in Demat formand had logged on to www.evotingindia.com and casted your vote earlier for EVSNof any Company, then your existingpassword is to be used. If you are a firsttime user follow the steps given below.

(v) Now, both Demat and Physical holders shall

fill up the following details in the appropriateboxes:

PAN* Enter your 10 digit alpha-numeric*PAN issued by Income TaxDepartment

DOB# Enter the Date of Birth as recordedin your demat account or in thecompany records for the said demataccount or folio in dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details asBank recorded in your demat account orDetails# in the Company records for the said

demat account or folio.

* Members who have not updated their PAN withthe Company/ Depository Participant arerequested to use the first two letters of theirname and the last 8 digits of the demat account/folio number in the PAN field. Eg. If your name isSunil Kumar with Folio Number 100 then enterSU00000100 in the PAN field.

# Please enter any one (DOB or Dividend Bankdetails) in order to login. In case either of thedetails is not recorded with the depository pleaseenter the number of shares held by you as onthe cut-off date in the Dividend Bank details field.

(vi) After entering these details appropriately, click on"SUBMIT" tab.

(vii) Members holding shares in physical form willthen reach directly the EVSN selection screen.However, members holding shares in demat formwill now reach 'Password Creation' menu whereinthey are required to mandatorily enter their loginpassword in the new password field. The newpassword has to be minimum eight charactersconsisting of atleast one upper case (A-Z), onelower case (a-z), one numeric value (0-9) and aspecial character. Kindly note that this passwordis to be also used by the demat holders for votingfor resolutions of any other company on whichthey are eligible to vote, provided that companyopts for e-voting through CDSL platform. It isstrongly recommended not to share yourpassword with any other person and take utmostcare to keep your password confidential.

(viii) Click on the relevant EVSN on which you chooseto vote.

(ix) On the voting page, you will see ResolutionDescription and against the same the option "YES/NO" for voting. Select the option YES or NO as

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desired. The option YES implies that you assentto the Resolution and option NO implies that youdissent to the Resolution.

(x) Click on the "Resolutions File Link" if you wish toview the further description/ entire Resolutions.

(xi) After selecting the resolution you have decidedto vote on, click on "SUBMIT". A confirmation boxwill be displayed. If you wish to confirm yourvote, click on "OK", else to change your vote,click on "CANCEL" and accordingly modify yourvote.

(xii) If Demat account holder has forgotten thechanged password, then enter the User ID andimage verification Code click on Forgot Password& enter the details as prompted by the system.

(xiii) Institutional shareholders (i.e. other thanIndividuals, HUF, NRI etc.) are required to log onto https://www.evotingindia.com, click on'registration' and fill up the required details. Afterthat they have to take printout and submit [email protected] for receiving theirlogin details. After receiving the login details theyhave to link the account(s) which they wish tovote on and then cast their vote. Before castingvote, they should upload a scanned copy of the

Board Resolution/ Power of Attorney (POA) inPDF format in the system for the scrutinizer toverify the same.

(xvi) In case you have any queries or issues regardinge-voting, you may refer the Frequently AskedQuestions ("FAQs") and e-voting manual availableat www.evotingindia.co.in under help section orwrite an email to [email protected].

(xvii) The Company has appointed Mr. Mukesh H. Shah,a Practicing Company Secretary, Ahmedabad,(Membership No.: 5827, COP No. 2213) as aScrutinizer to scrutinize the e-voting process ina fair and transparent manner.

(xviii) The Scrutinizer shall within a period not exceedingthree working days from the conclusion of thee-voting period unblock the votes in the presenceof at least two witnesses not in the employmentof the Company and will make a Scrutinizer'sReport of the votes cast in favour or against, ifany, forthwith to the Chairman of the Company.

(xix) The Results declared along with the Scrutinizer'sReport will be available on the website of theCompany www.ankushfinstock.com and on thewebsite of CDSL within two days of passing ofthe resolutions.

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ANNEXURE TO THE NOTICEEXPLANATORY STATEMENT AS REQUIRED UNDERSECTION 102 OF THE COMPANIES ACT, 2013(ERSTWHILE SECTION 173 OF THE COMPANIES ACT,1956) :

The following Statement sets out all mentioned factsrelating to the Special Business mentioned in theaccompanying Notice:

ITEM NO.4 & 6 OF THE NOTICE :As per the section 149 of the Act inter alia stipulatesthe criteria of independence should a Company proposeto appoint an independent director on its Board. Asper the said Section 149, an independent Directorcan hold office for the term up to 5 (five) consecutiveyears on the Board of a Company and he shall notbe included in the total number of director for retirementby rotation.

The Company has received a declaration from Mr.Vikesh B. Makvana, Mr. Nishant B. Vardhani and Mr.Prashant R. Sheth that they meets with the criteria ofindependence as prescribed both under sub-section(6) of the Section 149 of the Act and under Clause49 of the Listing Agreement. Mr. Vikesh B. Makvana,Mr. Nishant B. Vardhani and Mr. Prashant R. Sheth,possesses appropriate skills, experience andknowledge, inter alia in the field of accounts andfinance.

In the opinion of the Board of Directors Mr. Vikesh B.Makvana, Mr. Nishant B. Vardhani and Mr. Prashant R.Sheth fulfills the condition for their appointment as anindependent Director as specified in the Act and listingAgreement Mr. Vikesh B. Makvana, Mr. Nishant B.Vardhani and Mr. Prashant R. Sheth are independentof the management.

Keeping in view their vast expertise and knowledge,it will be in the interest of the Company that Mr. VikeshB. Makvana, Mr. Nishant B. Vardhani and Mr. PrashantR. Sheth were appointed as an independent Director.

Copy of the draft letter for appointment of Mr. VikeshB. Makvana, Mr. Nishant B. Vardhani and Mr. PrashantR. Sheth as an independent Director setting out theterms and condition is available for inspection bymembers at the Registered Office of the Company.

This Statement may also be regarded as a disclosureunder Clause 49 of the listing Agreement with the StockExchanges.

Save and except Mr. Vikesh B. Makvana, Mr. NishantB. Vardhani and Mr. Prashant R. Sheth and theirrelatives, to the extent of their shareholding interest,if any, in the Company, none of the other Directors/key Managerial Personnel’s of the Company/ theirrelatives are, in any way concerned or interested,financially or otherwise, in the resolution set out at itemNo. 4, 5 & 6 of the Notice.

The Board commends the Ordinary Resolution set outat Item No. 4, 5 & 6 of the Notice for approval by theshareholders.

ITEM NO.7 OF THE NOTICE :This resolution is being placed before the members ofthe Company in view of Section 180 of the CompaniesAct, 2013 which became effective from 12th September,2013 and further General Circular No. 04/ 2014 dated25th March, 2014 issued by the Ministry of CorporateAffairs, New Delhi which states that the approval forborrowings obtained by the Companies under erstwhilesection 293(1)(d) of the Companies Act, 1956 will besufficient compliance of the requirements of newsection 180 of the Companies Act, 2013 for a periodof one year from the date of notification i.e. 12thSeptember, 2013. The Company had passed resolutionunder erstwhile section 293(1)(d) of the CompaniesAct, 1956 but your Directors felt that the Companypresently having sole business of investment, the needof earlier borrowing limit was not warranted and hencerecommended revised limit of Rs.200 crore. In orderto have continuity and validity of resolution passedunder erstwhile Section 293(1)(d) of the CompaniesAct, 1956, members are requested to approve revisedborrowings limits of Rs.200 crore under the newprovisions of the Companies Act, 2013.

The Board of Directors recommends this resolution asOrdinary Resolution for approval of the members.

None of the Directors of the Company shall be deemedto be concerned or interested in the resolution.

ITEM NO.8 OF THE NOTICE :The Company had earlier passed the resolution underSection 293(1)(a) of the Companies Act, 1956 and hadauthorized the Board to mortgage and/ or charge allor any of the movable or immovable properties of theCompany and/or the whole or any part of theundertaking (s) of the Company up to secure borrowingsof the Company.

Section 180 (1) (a) of the Companies Act, 2013

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effective from 12th September, 2013 requires that theconsent of the Company be accorded by way of aspecial resolution for creating mortgages, charges,hypothecation and other encumbrances on all or anyof the movable or immovable properties of the Companyand/or the whole or any part of the undertaking (s)of the Company. Accordingly Section 293 (1) (d) underthe Companies Act, 1956 has been now replaced bySection 180 (1)(a) and (2) of Companies Act, 2013.

The Banks and financial institutions require thatresolutions be passed authorizing Board under theCompanies Act, 2013 to create charge and/ or mortgageon the property of the Company. The Board of Directorstherefore recommend passing the resolutions under theSection 180 (1)(a) and (2) of Companies Act, 2013

without any change to mortgage and/or or charge upto Rs.200 Crore.

The Board of Directors recommends this resolution asSpecial Resolution for approval of the members.

None of the Directors of the Company shall be deemedto be concerned or interested in the resolution

By Order of the BoardFor, ANKUSH FINSTOCK LIMITED



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DIRECTORS’ REPORTDear Shareholders,

Your Directors have great pleasure in presenting the21st Annual Report together with the Audited Statementsof Accounts of your Company for the financial yearended on 31st March, 2014.

FINANCIAL PERFORMANCE :Tabular financial performance of the Company asfellows :

(Rupees in Thousand)

Particulars for theyear ended March 31st 2013-14 2012-13

Total Income 15421.59 28154.21

Total Expenditure 15773.21 27900.00

Profit/(loss) before Interest,Depreciation and Tax (332.93) 275.97

Interest Nil Nil

Depreciation 18.70 21.77

Profit/ (Loss) before Tax (351.63) 254.21

Less Provision for Taxation(Inc. FBT, Differed Tax) (2.56) 41.74

Profit/ (Loss) after Tax (349.07) 212.46

Basic & Diluted earningper share (EPS) (0.06) 0.04

OPERATIONS :The Company’s total revenue from operations duringthe financial year ended 31st March 2014 wereRs.154.22 Lacs as against Rs.281.54 Lacs of theprevious year representing decrease of approximatelyabout 45.22% over the corresponding period of theprevious year with total expenses of Rs.157.73 lacs(previous year of Rs.279.00 lacs). The Company hasincurred Net Loss of Rs.3.52 Lacs as against Net Profitof Rs.2.54 Lacs of the previous year after consideringDepreciation and Provision for Tax and other adjustments.The EPS of the Company for the year 2013- 2014 isRs.-0.06. The Company is looking forward to infuseadditional working capital in the business of the Companyin order to carry out the operation of the Companysmoothly

DIVIDEND :The Directors regret their inability to recommend anydividend for the year in order to conserve the resourcesof the Company.

MANAGEMENT DISCUSSION AND ANALYSIS :Industry structures relating to the Company’s activity is

performing well in economy. The Company has obtainedvarious order (domestic and exports) during the financialyear 2013-14. Growth of the Industry is providing theopportunity to overcome the threat of increasing costand competition for the Industry. The Audit Committee ofthe Company has regularly reviewed internal ControlSystem of the Company.

A separate report on management discussion andanalysis is annexed herewith.

CORPORATE GOVERNANCE REPORT :Your Company perceives Corporate Governance as anendeavor for transparency and a wholeheartedapproach towards continuous enhancement ofshareholders’ value. Your Company has been complyingwith the conditions of Corporate Governance asstipulated in Clause 49 of the Listing Agreement. Further,the Board of Directors of your Company constituted aCommittee known as Corporate Governance Committee,which recommends the best practices in the CorporateGovernance.

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 annexedherewith

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

DIRECTORS :Pursuant to Section 152(6) of the Companies Act, 2013,Mr. Zalak D. Shah retires by rotation at the forthcomingAnnual General Meeting. Being eligible, he offers himselffor reappointment.

Mr. Sahil B. Shah & Mr. Hitesh P. Shah were resignedfrom the Board of Directors of the Company with effectfrom 30.10.2013. The Board placed on record its deepsense of appreciation for the invaluable contributionmade by Mr. Sahil B. Shah & Mr. Hitesh P. Shah duringtheir tenure.

Pursuant to Sections 149, 152 and any other applicableprovisions of the Companies Act, 2013, Mr. Vikesh B.Makvana, Mr. Nishant B. Vardhani & Mr. Prashant R.Sheth have been appointed as Independent Directors tohold office for five consecutive years.

AUDITORS AND THEIR REPORT :Auditors, M/S. DJNV & CO., CHARTEREDACCOUNTANTS, AHMEDABAD retires at the ensuingAnnual General Meeting and being eligible, they offerthemselves for re-appointment. Pursuant to the new

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requirement of Section 139(1) of the Companies Act,2013, the Board has recommended the reappointmentof M/S. DJNV & CO., CHARTERED ACCOUNTANTS asStatutory Auditors of the Company for the financial year2014-15. The Auditors have given a Certificate to theeffect that the reappointment, if made, will be within theprescribed limits specified under section 141 of theCompanies Act, 2013 (erstwhile Section 224(1B) of theCompanies Act,1956).

The observations made by the Auditors’ in their Auditors’report and the notes appearing in the accounts withregard to it are self-explanatory and do not requiresfurther 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.

PARTICULARS OF EMPLOYEES :The statement showing particulars of employees undersection 217(2A) of the Companies Act, 1956, read withthe companies (Particulars of Employees) Rules, 1975(Section 134 of the Companies Act, 2013), as amended,is not required to be given as there were no employeescoming within the purview of this section.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO :The details of conservation of energy, technologyabsorption etc. as required to be given under Section134(3)(m) of the companies Act, 2013 (erstwhile217(1)(e) of the Companies Act 1956) is not applicableto the Company, as the Company is not engaged inmanufacturing activities.

The foreign exchange earnings and outgo on accountof the operation of the Company during the year wasRs. Nil.

DIRECTORS’ RESPONSIBILITY STATEMENT :As required under section 134(5) of the CompaniesAct, 2013, (erstwhile Section 217 (2AA) of theCompanies Act, 1956) we hereby state that:-i) in the preparation of the annual accounts, the

applicable accounting standards have been fol-lowed along with proper explanation relating tomaterial departures;

ii) we have selected such accounting policies andapplied them consistently and made judgmentsand estimates that were reasonable and prudentso as to give a true and fair view of the stateof affairs of the Company at the end of thefinancial year and of the profit or loss of theCompany for that date;

iii) we have taken proper and sufficient care for themaintenance of adequate accounting records inaccordance with the provisions of the Compa-nies Act, 1956, for safeguarding the assets ofthe company and for preventing and detectingfraud and other irregularities;

iv) we have prepared the annual accounts on goingconcern basis

ACKNOWLEDGEMENT :Your Directors would like to acknowledge the continuedsupport and co-operation from its Bankers, GovernmentBodies, customers, shareholders and BusinessAssociates which has helped the Company to sustainits growth even during these challenging times andhope that same will continue in future.

On Behalf of the BoardFor, ANKUSH FINSTOCK LIMITED



10


REPORT ON CORPORATE GOVERNANCE[Pursuant to Clause 49 of the Listing Agreement]

Company’s philosophy on Corporate Governance :Corporate Governance is a combination of voluntary practices and compliance with Laws and Regulations leadingto effective control and management of the organization. Good Corporate Governance leads to long-term shareholdervalue and enhances interest of other stakeholders. It brings into focus the fiduciary and trusteeship role of the Boardto align and direct the actions of the organization towards creating wealth and shareholder value.

1. BOARD OF DIRECTORS :(A) Composition of the Board :

The Company's Board consists of Directors having varied experience in different areas with someeminent personalities who have made a mark in their respective fields. The composition of the Boardis in conformity with the provisions of Clause 49 of the Listing Agreement. Mr. Bharat M. Shah, ExecutivePromoter Director, is the Chairman and Managing Director of the Company, heading the Board. The Boardcomprises of 03 Executive Directors and 03 Non-Executive Directors and non- executive directors arealso Independent.

(B) Category of Directors, their attendance at the Board and AGM, etc.The category of Directors, their attendance at the Board Meetings during the year 2013-14 and the lastAnnual General Meeting, the particulars of no. of other Directorships and Committee Memberships heldare as follows: (See Table-I).

(C) Number of Board Meetings held and the dates on which such Meetings were held, etc.:Four Board Meetings were held during the year 2013-14 on 30.04.2013, 28.05.2013, 29.05.2013,30.07.2013, 30.10.2013, 31.01.2014, 04.02.2014.

All relevant information such as statement of investments, finance, financial results, capital expenditureproposals, etc. as a matter of routine, was placed before the Board for its appraisal, review andapproval.

Attendance record of Directors attending the Board meetings and Annual General Meetingsduring the year 2013-14 :

Table - 1

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/Shah-CMD non-Independent 07 07 Yes -- -- --(00064582)Kamlesh H. Executive/Mehta non-Independent 07 05 Yes -- -- --(00070632)Vikesh B. Non-Executive/Makvana Independent 07 06 Yes -- -- --(00070711)Nishant B. Non-Executive/Vardhmani Independent 07 06 Yes -- -- --(00168683)Zalak D. Non-Executive/Shah Independent 07 07 Yes -- -- --(06449920)

11


2. CODE OF CONDUCT :The Board of Directors has adopted a Code of Conduct for Board Members and Senior Management Personnelof the Company. The said Code has been communicated to all the Directors and members of the SeniorManagement, who have affirmed their compliance with it, as approved and adopted by the Board. However,as the appointment of CEO viz. Managing Director or Manager under the then prevailing Companies Act, 1956,in the Company being non-mandatory, a declaration to this effect signed by the CEO is not contained in theAnnual Report.

3. CEO/ CFO CERTIFICATION :A certificate from the CFO about the correctness of the Annual Financial Statements, etc. was placed beforethe Board. The appointment of CEO viz. Managing Director or Manager under the then prevailing CompaniesAct, 1956, in the Company, being non-mandatory, no such certificate is placed before the Board.

4. COMMITTEES OF THE BOARD :(a) Audit Committee :

The Board of Directors has constituted an Audit Committee comprising of 3 Non-Executive, IndependentDirectors, viz. Mr. Vikesh B. Makvana, Mr. Nishant B. Vardhmani and Mr. Zalak D. Shah and Mr. ZalakD. Shah is act a Chairman of the Committee.

The role, term of reference, authority and powers of this Committee are in conformity with therequirements of the Companies Act, 2013 and the Listing Agreement, as amended to date.

Attendance at the Audit Committee Meetings- 2014 :During the year the Audit Committee met 4 times on 29.05.2013, 30.07.2013, 30.10.2013 and 31.01.2014attendance of the members as under:

Name of the Director Category No. of Meeting attendedHeld Attended

Mr. Zalak D. Shah Chairman/ Non-Executive Independent Director 04 04Mr. Vikesh B. Makvana Non-Executive Independent Director 04 03Mr. Nishant B. Vardhmani Non-Executive Independent Director 04 04

(b) Shareholders’/Investors’ Grievance Committee (Now Stakeholders' Relationship Committee)This committee consists of 3 directors namely, Mr. Zalak D. Shah, Mr. Vikesh B. Makvana and Mr. BharatM. Shah.

The Shareholders'/Investors' Grievance Committee deals with the matter of redressal of Shareholdersand Investors complaints for transfer of shares, non-receipt of balance sheet and non-receipt ofdeclared dividend etc.

i) Name of Non-executive Director heading the Committee: Mr. Vikesh B. Makvana

ii) Number of shareholders' complaints received: During the year 2013-14, the Company receivedcomplaints: Nil

iii) Number not solved to the satisfaction of shareholders: Nil

iv) Number of pending share transfers: Nil

v) During the year the Committee met twice.

vi) The Committee is renamed as ‘Stakeholders' Relationship Committee’ with revised terms of referenceunder the Companies Act, 2013 and amended Listing Agreement

(c) Remuneration Committee :The Remuneration Committee consists of only Non-executive independent Directors which evaluates andfinalizes among other things, compensation and benefits of the Executive Directors. The committeeconsists by Mr. Zalak D. Shah, Mr. Vikesh B. Makvana and Mr. Nishant B. Vardhmani. Mr. Zalak D. Shahis acts as Chairman of the Committee.

12

Ankush Finstock Limited5. RISK MANAGEMENT :

During the financial year under review, a detailed exercise on Business Risk Management was carried outcovering the entire spectrum of business operations and the Board has been informed about the riskassessment and risk minimization procedures as required under Clause 49 of the Listing Agreement. Businessrisk evaluation and management is an ongoing process with the Company.

6. SHARE TRANSFER SYSTEMS :All the shares received are processed by the Registrar and Share Transfer Agent of the Company. Sharetransfers are registered and returned within maximum of 15 days from the date of lodgment if documentsare complete in all respects, subject to exercise of option under compulsory transfer cum- demat procedure;share certificates are either demated or returned within the time limit as prescribed by the authorities.

7. REGISTRATION OF EMAIL-ID FOR RECEIPT OF NOTICES OF GENERAL MEETINGS, ANNUAL REPORT, ETC.IN E-FORM :The Ministry of Corporate Affairs has taken `Green Initiative in Corporate Governance' by allowing paperlesscompliances by the Company and has issued circulars allowing service of notices/ documents including AnnualReport by email to its members. To support this green initiative of the Government in full measure, memberswho have not registered their email addresses so far, are requested to register the same in respect ofelectronic holdings with the Depository through their Depository Participants.

Members holding shares in physical form are requested to get their email addresses registered with theCompany/ its Registrar & Share Transfer Agent

8. REGISTRAR AND SHARE TRANSFER AGENT :M/s. Sharepro Services (India) Private Limited having its Office at 416-420, Devnandan Mall, Opp. SanyasAshram, Ashram Road, Ahmedabad-380 006, Gujarat is the Registrar & Share Transfer Agent 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 Office Company SecretaryGrievance Redressal e-mail ID : [email protected] : www.ankushfinstock.com

9. GENERAL BODY MEETINGS :Location and time for last 3 years Annual General Meetings :

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

2012-13 20th Hiral House, Near Kasturbhai Block,Naroda Road, Ahmedabad-380025, Gujarat 30.09.2013 11.00 A.M.



No Extra-Ordinary General Meeting was held during the financial year 2013-14.

10. RESOLUTION CARRIED OUT THROUGH POSTAL BALLOT :The 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.

11. DISCLOSURES :o There are no materially significant related partly transactions i.e. transactions of the Company of material

13


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.

o 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.

o 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.

12. RECOMMENDATION TO GET THE SHARES DEMATERIALIZED :We strongly recommend all the members holding shares in physical form to promptly get their sharesdematerialized.

13. CATEGORIES OF SHAREOWNERS- 31-03-2014 :

Category No. of Shares Held Voting Strength (%)Promoters including Associate Companies 557183 09.28

Resident Individuals 4799544 79.94

Financial Intuitions/ Banks -- --

Bodies Corporate 599038 09.98

NRIs/ OCBs 13734 00.22

Others 34601 00.58

Total 6004100 100.00

14. DISTRIBUTION OF SHAREHOLDING AS ON 31.03.2014 :

Share Balance Holders % of Total Total Shares % of Total1-500 1373 69.13 250713 4.18

501-1000 225 11.33 200286 3.34

1001-2000 126 6.34 211398 3.52

2001-3000 55 2.77 148383 2.473001-4000 31 1.56 112022 1.87

4001-5000 41 2.06 195258 3.25

5001-10000 57 2.87 438297 7.30

10001-20000 30 1.51 441151 7.34

Above 20000 48 2.42 4006592 66.73

TOTAL 1986 100.00 6004100 100.00

15. 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 EXCHANGES :The 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 INE-784D01015

14

Ankush Finstock Limited18. STOCK MARKET DATA :

Monthly high and low of closing quotations of shares traded on the Bombay Stock Exchange Limited, Mumbai.

Month High Price (Rs) Low Price (Rs)April, 2013 10.80 7.90

May, 2013 9.65 6.55

June, 2013 7.14 5.46

July, 2013 9.25 5.13

August, 2013 7.89 4.72

September, 2013 7.48 4.84

October, 2013 7.82 5.20

November, 2013 8.98 6.27

December, 2013 9.48 4.79

January, 2014 5.36 4.00

February, 2014 6.25 5.00

March, 2014 6.15 4.89

19. GENERAL SHAREHOLDERS INFORMATION :

Date of Incorporation 04th August, 1993

Date and time of Annual General Meeting Tuesday, 30th September, 2014 at 11 A.M.

Venue of Annual General Meeting Hiral House, Naroda Road, Ahmedabad-380025

Dates of Book Closure 26.09.2014 to 30.09.2014 (both days inclusive)

Financial Year Calendar (tentative and subject to change) (01.04.2014 to 31.03.2015) :Financial reporting for the first quarter ending on 30th June, 2014 Within 45 days from end of quarter

Financial reporting for the half year ending on 30th September, 2014 Within 45 days from end of quarter

Financial reporting for the third quarter ending on 31st December, 2014 Within 45 days from end of quarter

Financial reporting for the year ending on 31st March, 2015 Within 45/60 days from end of quarter

Annual General Meeting for the year ending on 31st March, 2015 Last week of the September 2015


PLACE : AHMEDABAD [BHARAT M. SHAH]DATE : 29.05.2014 CHAIRMAN & MANAGING DIRECTOR

15


MANAGEMENT DISCUSION ANDANALYSIS REPORT :

During FY 2013-14 India’s GDP grew at moderate rateof 5 per cent. Due to the high and sustained inflation,moderating economy and global financial turmoil it wasa challenging environment for investments. Sustaineddepreciation and volatility of Rupee and its consequentimpact on financial markets and another challengeconsidering all the factors, your Directors feel thegrowth rate in FY 2014-15 will be moderate.

1. INDUSTRY STRUCTURE, DEVELOPMENT :During the period under the review, the Companyhad been operating in Investment in securities,Trading in Equities & Derivatives, and commissionAgent.

The performance of Sensex and Nifty during theentire FY 2013-14 was moderately positive. Theyear gone by saw high interest rates, rising costof imported fuel, moderating economy and avolatile political environment, which contributedto the challenging market environment. The GDPof Indian Economy has shown growth of 5%during the year 2013-14.

2. OPPORTUNITIES & THREATS :The Government is committed to encourage thehealthy growth of Capital Market for developmentof the Economy. While the government seemscommitted to reforms to address the challenges,political compromises and high populist spendingin an election year will mean that tough decisionsare more likely to be deferred. However, recentsteps by RBI to stabilize the exchange rate byreducing liquidity support to the banking systemwill create a challenging environment forinvestments.

3. SEGMENT-WISE PERFORMANCE :The Company’s main business activity isInvestment and Trading in securities and its relatedactivities which fall under single reportablesegment i.e. ' Investment and Trading in securities.

4. OUTLOOK :The Company continues to explore the possibilitiesof expansion and will make the necessaryinvestments when attractive opportunities arise.

5. RISK & CONCERNS :The Company is exposed to specific risks thatare particular to its business, including interestrate volatility, economic cycle, market risk andcredit risk. The management continuously

assesses the risks and monitors the businessand risk management policies to minimize the risk.

6. INTERNAL CONTROL SYSTEMS & THEIRADEQUEACY :The Company’s operating and business controlprocedures ensure efficient use of resourcesand comply with the procedures and regulatoryrequirements. There are adequate internal controlsto safeguard the assets and protect them againstlosses from unauthorized use or disposition andthe transactions are authorized, recorded andreported correctly.

7. DISCUSSION ON FINANCIAL PERFORMANCEWITH RESPECT TO OPERATIONALPERFORMANCE :

Sales and other income of the Company duringthe year was Rs.154.22 Lacs as againstRs.281.54 Lacs in the previous year. TheCompany has incurred net loss of Rs. 3.52 Lacs(Previous year net profit of Rs.2.54 Lacs) afterproviding for taxation, etc for the year ended31st March, 2014.

8. HUMAN RESOURCE DEVELOPMENT :The Company believes that the human resourcesare vital in giving the Company a Competitiveedge in the current business environment. TheCompany’s philosophy is to provide congenialwork environment, performance oriented workculture, knowledge acquisition / dissemination,creativity and responsibility. As in the past, theCompany has enjoyed cordial relations with theemployees at all levels.

9. CAUTIONERY STATEMENT :Statements in this report on ManagementDiscussion and Analysis describing the Company’sobjectives, projections, estimates, expectationsor predictions may be “forward-lookingstatements” within the meaning of applicablesecurities laws and regulations. Actual resultscould differ materially from those expressed orimplied.




16


CERTIFICATION BYCEO/ CFO OF THE COMPANY

I, Bharat M. Shah, CEO, Chairman and Managing Directorof Ankush Finstock Limited to the best of my knowledgeand belief certify that:

1. I have reviewed the Balance Sheet, Profit & LossAccount and its schedules & notes on accountsas well as the Cash Flow Statement and Directors’Report for the year ended 31st March, 2014 andthat to the best of my knowledge and belief.• these statement do not contain any

materially untrue statement or omit anymaterial fact or contain statements thatmight be misleading:

• these statements together present a trueand fair view of the Company’s affairs andare in compliance with existing accountingstandards, applicable laws and regulations.

2. I also certify that to the best of my knowledgeand the information provided to me, there are notransactions entered into by the Company duringthe year which are fraudulent, illegal or violativeof the Company’s Code of Conduct.

3. I am responsible for establishing and maintaininginternal controls for financial reporting and that Ihave evaluated the effectiveness of internalcontrol systems of the Company pertaining tofinancial reporting and I have disclosed to theauditors and the Audit Committee, deficiencies inthe design or operation of such internal controls,if any, of which I am aware and the steps. I havetaken or propose to take to rectify thesedeficiencies.

4. I have indicated to the Auditors and the AuditCommittee:• significant changes in internal control, if

any, over financial reporting during theyear;

• significant changes, if any, in accountingpolicies during the year and that the financialstatements; and

• instances of significant fraud of which I havebecome aware and the involvement therein, ifany, of the management or any employee havinga significant role in the company’s internal controlsystem.

5. I further declare that all Board Members andSenior Management personnel have affirmedcompliance with the Code of Conduct for theyear ended on 31st March, 2014.

[BHARAT M. SHAH]CEO, CHAIRMAN & MANAGING DIRECTOR

AUDITOR’S CERTIFICATE ONCORPORATE GOVERNANCE

ToThe members ofAnkush Finstock Limited

We have examined the compliance of conditions ofCorporate Governance by ANKUSH FINSTOCK LIMITEDfor the year ended 31st March, 2014, as stipulated inclause 49 of the Listing Agreement of the said Companywith the stock exchanges of India.

The compliance of conditions of Corporate Governanceis the responsibility of the management. Our examinationwas limited to procedures and implementation thereof,adopted by the Company for ensuring the complianceof the conditions of Corporate Governance. It is neitheran audit nor an expression of opinion on the financialstatements of the Company.

In our opinion and to the best of our information andexplanations given to us, we certify that the Companyhas complied with the conditions of CorporateGovernance as stipulated in the above mentioned ListingAgreement.

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

We further state that such compliance is neither anassurance as to the future viability of the Company northe efficiency or effectiveness with which themanagement has conducted the affairs of the Company.

For, DJNV & COChartered Accountants

ICAI Reg.No:115145W

Sd/-[JAYESH PARIKH]

PLACE : AHMEDABAD PARTNERDATE : 29.05.2014 M. No.: 40650

17


INDEPENDENT AUDITOR’S REPORT

To the Members ofAnkush Finstock Limited

Report on the Financial Statements :We have audited the accompanying financial statementsof AnkushFinstockLimited , which comprise the BalanceSheet as at March 31, 2014, and the Statement of Profitand Loss and Cash Flow Statement for the year thenended, and a summary of significant accounting policiesand other explanatory information.

Management’s Responsibility for the FinancialStatements :Management is responsible for the preparation of thesefinancial statements that give a true and fair view ofthe financial position, financial performance and cashflows of the Company in accordance with theAccounting Standards referred to in sub-section (3C)of section 211 of the Companies Act, 1956. Thisresponsibility includes the design, implementation andmaintenanceof internal control relevant to the preparationand presentation of the financial statements that givea true and fair view and are free from materialmisstatement, whether due to fraud or error.

Auditor’s Responsibility :Our responsibility is to express an opinion on thesefinancial statements based on our audit. We conductedour audit in accordance with the Standards on Auditingissued by the Institute of Chartered Accountants ofIndia. Those Standards require that we comply withethical requirements and plan and perform the audit toobtain reasonable assurance about whether the financialstatements are free from material misstatement. Anaudit involves performing procedures to obtain auditevidence about the amounts and disclosures in thefinancial statements. The procedures selected dependon the auditor’s judgment, including the assessment ofthe risks of material misstatement of the financialstatements, whether due to fraud or error. In makingthose risk assessments, the auditor considers internalcontrols relevant to the Company’s preparation and fairpresentation of the financial statements in order todesign audit procedures that are appropriate in thecircumstances. An audit also includes evaluating theappropriateness of accounting policies used and thereasonableness of the accounting estimates made bymanagement, as well as evaluating the overallpresentation of the financial statements. We believethat the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion.

Opinion :In our opinion and to the best of our information andaccording to the explanations given to us, the financialstatements give the information required by the Act inthe manner so required and give a true and fair viewin conformity with the accounting principles generallyaccepted in India:(a) In the case of the Balance Sheet, of the state of

affairs of the Company as at March 31, 2014;

(b) In the case of statement of Profit and Loss, ofthe Loss for the year ended on that date ; and

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

Report on Other Legal and RegulatoryRequirements :1. As required by the Companies (Auditor’s Report)

Order, 2003 (“the Order”) issued by the CentralGovernment of India in terms of sub-section (4A)of section 227 of the Act, we give in the Annexurea statement on the matters specified in paragraphs4 and 5 of the Order.

2. As required by section 227(3) of the Act, wereport that:a. We have obtained all the information and

explanations which to the best of our knowl-edge and belief were necessary for thepurpose of our audit;

b. In our opinion proper books of account asrequired by law have been kept by theCompany so far as appears from ourexamination of those books and properreturns adequate for the purposes of ouraudit have been received from branchesnot visited by us;

c. The Balance Sheet, Statement of Profit andLoss, and Cash Flow Statement dealt withby this Report are in agreement with thebooks of account.

d. In our opinion, the Balance Sheet, State-ment of Profit and Loss, and Cash FlowStatement comply with the Accounting Stan-dards referred to in subsection (3C) ofsection 211 of the Companies Act, 1956;

e. On the basis of written representationsreceived from the directors as on March31, 2014, and taken on record by theBoard of Directors, none of the directorsis disqualified as on March 31, 2014, frombeing appointed as a director in terms ofclause (g) of sub-section (1) of section274 of theCompanies Act, 1956:

f. Since the Central Government has not is-sued any notification as to the rate at whichthe cess is to be paid under section 441Aof the Companies Act, 1956 nor has itissued any Rules under the said section,prescribing the manner in which such cessis to be paid, no cess is due and payableby the Company.


ICAI Reg.No:115145W

Sd/-[JAYESH PARIKH]


18


ANNEXURETO THE AUDITOR’S REPORT

(1) (a) In our opinion and according to theinformation and explanation given to us,the company has maintained all the relevantrecords showing full particulars, includingquantitative details and situation of fixedassets.

(b) As explained to us, all the fixed assetshave been physically verified by themanagement during the year. There is aregular program of verification which inour opinion is reasonable having regard tothe size of the company and the nature ofits assets. No material discrepancies werenoticed on such verification.

(b) During the year as the Company has notdisposed off the fixed assets, henceclause 1(iii) of the Order is not applicable.

2. (a) According to the information & explanationsgiven to us, the Physical verification ofshares has been followed by themanagement at reasonable intervals.

(b) In our opinion and according to theinformation and explanation given to us,the procedure of physical verification ofstock of Shares followed by themanagement is reasonable and adequatein relation to the size of the company andthe nature of its business.

(c) According to the information andexplanation given to us, the company ismaintaining proper records of inventory ofshares. No material discrepancies werenoticed on physical verification.

(3) (a) According to the information andexplanation given to us and the recordsproduced to us for our verification, thecompany has not granted loans to anyparties covered in the register maintainedunder section 301 of the Companies Act,1956,hence the provisions of clause 4(iii)(a) to (d) of the companies ( Auditor’sReport ) Order, 2003 are not applicable tothe company.

(b) According to the information andexplanation given to us, the company hasnot taken unsecured loans from any partiescovered in the register maintained under

section 301 of the Companies Act, 1956.Hence the provisions of clause 4 (iii) (f) to(g) of the Companies ( Auditors Report)Order, 2003 are not applicable to theCompany.

(4) In our opinion and according to the informationand explanation given to us, there is adequateinternal control system commensurate with thesize of the Company and the nature of itsbusiness for the purchase of share, and withregard to the sale of shares. During the courseof our audit, no major weaknesses have beennoticed in the internal controls.

(5) (a) In our opinion and according to theinformation and explanation given to us,the transactions for the year that neededto be entered into the register maintainedunder section 301 of the Companies Act,1956, have so been entered.

(b) In our opinion and according to theinformation and explanation given to us,the transactions made in pursuance of thecontracts or arrangements entered in theregister maintained under section 301 ofthe Companies Act, 1956 and exceedingthe value of five lakhs rupees in respectof any party during the year have beenreasonable having regard to the prevailingmarket prices at the relevant time.

(6) In our opinion and according to the informationand explanation given to us, the company hasnot accepted any deposits from the public withinthe meaning of section 58A and 58AA of theCompanies Act, 1956 and the rules framed thereunder.

(7) In our opinion the company has internal auditsystem commensurate with the size & nature ofits business.

(8) To the best of knowledge and according to theinformation given to us, the Central Governmenthas not prescribed maintenance of cost recordsunder section 209 (1) (d) of the Companies Act,1956, for any of the products of the Company.

(9) (a) According to the information andexplanations given to us and according tothe books and records as produced andexamined by us, in our opinion, thecompany is regular in depositing undisputedstatutory dues including Provident Fund,Service Tax ,VAT and Income Tax. As

19


informed to us provisions of Employee StateInsurance, Wealth Tax, Custom duty arenot applicable to the company.

(b) According to information and explanationgiven to us, details of dues in respect ofincome tax & service tax were in arrears,on account of dispute is as follows :

Name Nature Amount Period Forumof the of Rs. for which whereStatute dues the dispute

amount isrelates pending

Income Income 29,27,851 A. Y. AppellateTax Act, Tax 2005-06 Tribunal1961Service Service 94,657 A..Y. AppellateTax Tax 2005-06 Tribunal

(10) In our opinion, the accumulated losses of thecompany are more than fifty percent of its networth. The company has incurred cash lossesduring the financial year ended on 31st March,2014,covered by our audit,however,the companyhas not incurred cash loss in immediatelypreceding financial year.

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

(12) According to the information & explanation givento us, the company has not granted loans andadvances on the basis of security by way ofpledge of shares, debentures and other securities.

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

(14) According to the information & explanations givento us and on the basis of examination of recordsof the company, proper records have been

maintained in respect of the transactions andcontracts of shares, securities debentures andother investments and timely entries have beenmade therein.

(15) According to the information & explanations givento us and on an overall examination we reportthat the company has not given any guaranteefor loans taken by others from banks or financialinstitutions.

(16) According to the information and explanationsgiven to us and on an overall examination of thebalance sheet of the company, we report that thecompany has not taken any term loans during theyear.

(17) Based on the information and explanations givento us and on an overall examination of the balancesheet and cash flows, the company has notutilized funds raised on a short term basis forlong term investment.

(18) According to the information and explanation givento us, the company has not made preferentialallotment of shares to parties and companiescovered in the register maintained under section301 of the Companies Act, 1956.

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

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

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


ICAI Reg.No:115145W

Sd/-[JAYESH PARIKH]


20


BALANCE SHEET AS AT 31ST MARCH, 2014Particulars Note No. As at As at

31 March 2014 31 March 2013(Rs.) (Rs.)

EQUITY AND LIABILITIES1. Shareholders’ Funds :

a) Share Capital 3 60,041,000 60,041,000b) Reserves & Surplus 4 (52,673,833) (52,324,761)

7,367,167 7,716,2392. Non-Current Liabilities :

a) Long Term Borrowings 0 0b) Deferred Tax Liabilities (Net) 0 0c) Other Long term Liabilities 0 0d) Long-term Provisions 5 481,012 313,857

481,012 313,8573. Current Liabilities :

a) Short-term borrowings 0 0b) Trade Payables 150,578 0c) Other Current liabilities 6 3,133,333 3,137,608d) Short term Provisions 5 304,582 167,253

3,588,493 3,304,861TOTAL 11,436,672 11,334,957

ASSETS1. Non-Current Assets :

a) Fixed Assets :(i) Tangible Assets 7 226,147 244,851(ii) Intangible Assets 0 0

226,147 244,851b) Non-Current Investments 8 5,325,000 5,325,000c) Deffered Tax Assets (Net) 9 4,516 3,975d) Long-Term Loans and Advance 10 1,012,100 1,995,000e) Trade Receivable 11 0 0f) Other Non-Current Assets 12 0 43,500

2. Current Assets :a) Current Investment 8 0 0b) Inventories 13 134,377 1,633,975c) Trade Receivables 11 3,661,294 1,006,761d) Cash & Cash Equivalents 14 16,288 73,581e) Short Term Loans and Advances 10 1,056,950 1,051,814f) Other Current Assets 12 0 0

TOTAL 11,436,672 11,334,957

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 : 29/05/2014 Date : 29/05/2014

21


Statement of Profit & Loss for the year ended 31st March, 2014Particulars Note No. 31-Mar-14 31-Mar-13

(Rs.) (Rs.)

CONTINUING OPERATIONS

INCOMEIncome from Operations 15 15,411,395 19,942,200Other Income 16 10,189 8,212,008

TOTAL REVENUE (i) 15,421,585 28,154,208

EXPENDITUREPurchase of traded goods 17 10,573,342 20,222,992(Increase)/ Decrease in inventory of Traded Goods 17 1,499,598 282,161Employee Benefits Expense 18 3,084,986 3,569,322Depreciation and Amortisation expense 19 18,704 21,765Other Expenses 20 596,584 3,803,762

TOTAL EXPENSES (ii) 15,773,214 27,900,002Profit / ( Loss) before Tax [ (i) - (ii) ] (351,629) 254,206

TAX EXPENSE :Current Tax 0 42,500Deferred Tax (542) (756)Tax of earlier years -2,016

(2,558) 41,744Profit/ (Loss) for the year fromcontinuing operations (A) (349,071) 212,462

DISCONTINUING OPERATIONS

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

TOTAL OPERATIONS ( A + B ) (349,071) 212,462

Profit/ (Loss) for the year (349,071) 212,462

Basic earnings per share 23 -0.06 0.04

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 : 29/05/2014 Date : 29/05/2014

22


Notes to financial statements for theyear ended 31st March 20141. Corporate Information :

The Company was registered as private limitedcompany in the name of Ankush Finstock PvtLimited 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 preparation :The financial statements of the company havebeen prepared in accordance with generallyaccepted accounting principles in India (IndianGAAP). The Company has prepared these financialstatements to comply in all material respects withthe 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 preparationof financial statements are consistent with thoseof 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 ofcontingent liabilities, at the end of thereporting period. Although these estimatesare based on the management’s bestknowledge of current events and actions,uncertainty about these assumptions andestimates could result in the outcomesrequiring a material adjustment to thecarrying amounts of assets or liabilities infuture periods.

b. Tangible fixed assets :Fixed assets are stated at cost, net ofaccumulated depreciation and accumulatedimpairment losses, if any. The costcomprises purchase price, borrowing costif capitalization criteria are met and directlyattributable cost of bringing the assets toits working condition for the intended use.Any trade discounts and rebates arededucted 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 suchexpenses are incurred.

Gains or losses arising from de recognitionof fixed assets are measured as thedifference between the net disposalproceeds and the carrying amount of theasset and are recognized in the statementof profit & loss when the asset is derecognized.

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. Investments :Investments, 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. Inventories :The company accounts for the traded

23


shares & securities & tobacco remainingunsold at the end of the year as Stock-in-Trade and the same is valued at cost ormarket value whichever is lower.

f. Revenue Recognition :Revenue 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 &tobacco.. Dividend income is accounted onreceipt basis.

g. 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 Tax :Tax expense comprises current anddeferred tax. Current income tax ismeasured at the amount expected to bepaid to the tax authorities in accordancewith the Income Tax Act, 1961 enacted inIndia and tax laws prevailing in therespective tax jurisdiction where thecompany operates. The tax rates and taxlaws used to compute the amount are thosethat are enacted, at the reporting date.

Deferred tax assets and liabilities aremeasured using the tax rates and tax lawsthat have been announced up to theBalance Sheet date. Deferred tax assetsand liabilities are recognized for the futuretax consequences attributable to timingdifferences between the taxable incomeand accounting income. The effect of taxrate change is considered in the Profit &Loss Account of the respective year ofchange.

i. Earnings per share :Basic earnings per share is computed by

dividing the net profit after tax by theweighted average number of equity sharesoutstanding during the period.

j. Provisions and Contingent liabilities :A provision is recognized when theCompany has a present obligation as aresult of past event. It is probable that anoutflow of resources embodying economicbenefits will be required to settle theobligation and a reliable estimate can bemade of the amount of the obligation.Provisions are not discounted to theirpresent value and are determined basedon the best estimate required to settle theobligation at the reporting date. Theseestimates are reviewed at each reportingdate and adjusted to reflect the currentbest 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 outflowof resources is remote, no provision ordisclosure is made.

k. Cash & Cash equivalents :Cash and cash equivalents comprise cashand cash on deposit with banks andcorporations. The company considers allhighly liquid investments with a remainingmaturity at the date of purchase of threemonths or less and that are readilyconvertible to known amounts of cash tobe cash equivalents.

l. Related Party Transactions :Disclosure of transactions with relatedparties 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 beenidentified on the basis of representationsmade by key managerial personnel andinformation available with the company.

24


NOTES FORMING PARTS OF THE FINANCIAL STATEMENTS AS AT 31/03/2014NOTE - 3 - SHARE CAPITAL :

Paticulas As at 31 March 2014 As at 31 March 2013Number 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 31/03/2014 and 31/03/2013 is set outbelow.Name of Shareholder As at 31 March 2014 As at 31 March 2013

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

Equity Shares with Voting Rights :- Ankit P. Shah 348,630 5.81% - -- Bharat M. Shah 541,731 9.02% 541,731 9.02%- Rajeev R Niroola - - 561,000 9.34%

The Reconciliation of the number of shares outstanding and the amount of share capital as at 31/03/2014 & 31/03/2013 is set out below :

Name of Shareholder As at 31 March 2014 As at 31 March 2013No. 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 2014 31 March 2013Amount (Rs.) Amount (Rs.)

Surplus/(Deficit) in the Statement of Profit and Loss :Balance as per Last Financial Statement (52,324,761) (52,537,223)Add : Profit for the year (349,071) 212,462Net Surplus/(Defecit) in the Statement of Profit and Loss (52,673,832) (52,324,761)

TOTAL (52,673,832) (52,324,761)

25


NOTES FORMING PARTS OF THE FINANCIAL STATEMENTS AS AT 31/03/2014NOTE - 5 - PROVISIONS :

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

31 March 2014 31 March 2013 31 March 2014 31 March 2013Amount (Rs) Amount (Rs) Amount (Rs) Amount (Rs)

Provision for Employee Benefits :Bonus Payable 187,643 --Bonus Payable -- -- 116,939 131,655Gratuity Payable 359,620 313,857 35,598Provident Fund payable 121,392 --

TOTAL 481,012 313,857 304,582 167,253

NOTE - 6 - OTHER CURRENT LIABILITIES :


Provision for expenses 4,702 50,718Income Tax Payable (2005-06) 2,927,851 2,927,851Other Payables 200,780 159,039

TOTAL 3,133,333 3,137,608

Note : 7 - TANGIBLE ASSETS :

Cost of Valuation OFFICE OFFICE FURNITURE COMPUTER TOTALBUILDING EQUIPMENT & FIXTURES

As at 31 March 2013 470,000 258,018 458,440 44,500 1,230,958Addition -- -- -- -- --Disposal -- -- -- -- --Other Adjustment --As at 31 March 2013 470,000 258,018 458,440 44,500 1,230,958Addition -- -- -- -- --Disposal -- -- -- -- --As at 31 March 2014 470,000 258,018 458,440 44,500 1,230,958Depreciation OFFICE OFFICE FURNITURE COMPUTER TOTAL

BUILDING EQUIPMENT & FIXTURESAs at 31 March 2013 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 274,315 236,372 435,151 40,269 986,107Charge for the year 9,784 3,012 4,216 1,692 18,704Disposal -- -- -- -- --As at 31 March 2014 9,784 239,384 439,367 41,961 1,004,811NET BLOCKAs at 31 March 2013 195,685 21,646 23,289 4,231 244,851As at 31 March 2014 185,901 18,634 19,073 2,539 226,147

26


NOTES FORMING PARTS OF THE FINANCIAL STATEMENTS AS AT 31/03/2014NOTE - 8 - NON - CURRENT INVESTMENTS :


Investment in Equity Instruments (Unquoted) :

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

TOTAL 5,325,000 5,325,000

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

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


Deferred Tax Asset

Depreciation 3,974 3,219Add : Deffered Tax Asset - Depreciation 542 756

TOTAL 4,516 3,975

NOTE - 10 - LOANS & ADVANCES :

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


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

(A) 45,000 45,000 -- --(B) Loans & Advances to others 967,100 1,950,000 -- --

(B) 967,100 1,950,000 -- --(C) Loans and Advances to Relatives -- -- -- --

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

(i) Advance Tax -- -- 734,650 772,014Less : Provision -- -- -- 42,500Net Income Tax -- -- 734,650 729,514

(ii) Balance with Statutory /Govt. Authorities -- -- 322,300 322,300 (D) -- -- 1,056,950 1,051,814TOTAL (A+B+C+D) 1,012,100 1,995,000 1,056,950 1,051,814

27


NOTES FORMING PARTS OF THE FINANCIAL STATEMENTS AS AT 31/03/2014NOTE - 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 -- -- 3,651,484 3,483

(A) -- -- 3,651,484 3,483

B. Other ReceivablesUnsecured , Considered Good -- -- 9,810 1,003,278

(B) -- -- 9,810 1,003,278

TOTAL (A+B) -- -- 3,661,294 1,006,761

NOTE - 12 - OTHER ASSETS :



A. Non Current Bank Balance -- -- -- --

TOTAL -- -- -- --

NOTE - 13 - INVENTORIES :Particulars As at As at

31 March 2014 31 March 2013Amount (Rs.) Amount (Rs.)

Stock in trade (goods acquired for trading) 134,377 1,633,975

TOTAL 134,377 1,633,975

NOTE - 14 - CASH AND CASH EQUIVALENTS :



A. Cash and Cash EquivalentsBalances with Bank :in Current Accounts -- -- 1,397 25,421Cash on Hand -- -- 14,891 48,160

TOTAL (A) -- -- 16,288 73,581

28


NOTES FORMING PARTS OF THE FINANCIAL STATEMENTS AS AT 31/03/2014NOTE - 14 - CASH AND CASH EQUIVALENTS : (CONTD.........)



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

-- -- -- --Less : Amount disclosedUnder Non Current Assets -- -- -- --

TOTAL (B) -- -- -- --TOTAL (A+B) -- -- 16,288 73,581

NOTE - 15 - GROSS REVENUE FROM OPERATION :Particulars As at As at


Sale of Shares 15,411,395 19,942,200

TOTAL 15,411,395 19,942,200

NOTE - 16 - OTHER INCOME :Particulars As at As at


Intraday Trading -23,670 (39,668)Commission 0 3,946,693Consulting Fees 0 4,275,690Miscellaneous Income 31,200 29,293Dividend Income 2,660 0Excess Provision written off (Income Tax) -- --

TOTAL 10,189 8,212,008

NOTE - 17 - INCREASE OR DECREASE IN INVENTORIES :


Inventory at the beginning of the yearStock In Trade 1,633,975 1,916,136

1,633,975 1,916,136Inventory at the end of the yearStock In Trade 134,377 1,633,975

134,377 1,633,975(Increase)/ Decrease in Stock 1,499,598 282,161PurchasePurchase of traded goods 10,573,342 20,222,992

TOTAL 10,573,342 20,222,992

29


NOTES FORMING PARTS OF THE FINANCIAL STATEMENTS AS AT 31/03/2014NOTE - 18 - EMPLOYEE BENEFIT EXPENSES :


Director’s Remuneration 1,150,000 1,325,000Salary and Bonus Expense 1,714,606 1,907,655Gratuity 45,763 121,554Contribution to Provident Fund 174,617 215,113Other Employee Benefit Expense -- --

TOTAL 3,084,986 3,569,322

NOTE - 19 - DEPRECIATION AND AMORTISATION EXPENSES :


Depreciation of Tangible Assets 18,704 21,765Amortsation of Intangible Assets -- --

TOTAL 18,704 21,765

NOTE - 20 - OTHER EXPENSES :


F & O Trading -- 1,167,285Power & Fuel 10,979 13,788Consultancy Expenses 119,944 2,000,000Repairs to Office Equipment 9,100 8,400Rates & Taxes 8,386 111,749General Expenses 358,990 447,400Interest on Service Tax 2,600 4,578Service Tax 36,022 --Payment to Auditors :- For Audit purpose 44,944 44,944- For Internal Audit purpose -- --

TOTAL 596,584 3,803,762

NOTE - 22 - 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

30

Ankush Finstock LimitedNOTE - 22 - RELATED PARTY DISCLOSURE : (CONTD.........)

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

transaction 2013-14 2012-13Bharat Shah Managing Director Remuneration 900,000 900,000

Bonus 39,984 39,984Sahil Shah Whole-time Director Remuneration 250,000 425,500

Bonus 350,000 17,701

NOTE - 23 - EARNINGS PER SHARE :The following represents the profit and share data used in the calculation of EPS :Particulars 2013-14 2012-13Net profit after tax (349,071) 212,462No of shares 6004100 6004100EPS -0.06 0.04

NOTE - 24 - 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 - 25 - SEGMENT INFORMATION FOR THE YEAR ENDED 31 MARCH 2014 :Particulars Share Trading Tobacco Trading Consultancy Others TotalSegment Revenue 12,860,528 2,550,867 0 0 15,411,395Segment expenses 9,517,810 1,055,552 0 0 10,573,362Unallocated expenses 0 0 0 0 3,721,331Interest Expenses 0 0 0 0 2,600Interest Income 0 0 0 0 0Income Tax 0 0 0 0 0Net Loss -349,059Segment Assets 3,785,860 0 0 0 3,785,860Unallocated Corporate Assets 0 0 0 0 7,650,811Total Asstes 11,436,671Segment Liabilities 0 0 0 0 0Unallocated Segment Liabilities 0 0 0 0 11,436,671Total Liabilities 11,436,671

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 : 29/05/2014 Date : 29/05/2014

31


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014

PARTICULARS AMOUNT (RS.) AMOUNT (RS.)2013-14 2012-13

A. CASH FLOW FROM OPERATING ACTIVITIES:Profit before tax -351,629 254,206Non-cash adjustment to reconcile profit before taxto net cash flowsDepreciation 8,704 21,765

Operating Profit before working capital changes -332,925 275,971Movement in Working Capital :Increase / (Decrease) in Trade Payables 150,578 0Increase / (Decrease) in Provisions 304,484 168,260Increase / (Decrease) in Other Current Liabilities -4,275 101,446(Increase)/ Decrease in Trade Receivables -2,654,533 -1,003,278(Increase)/ Decrease in Inventories 1,499,598 282,161(Increase)/ Decrease in Loans & Advances 977,764 5,381,750Income Tax Paid 2,016 -42,500

Cash generated from / (used in) operations 275,632 4,887,839

Net Cash Flow From / (Used in) Operating Activities (A) -57,293 5,140,377

B. CASH FLOW FROM INVESTING ACTIVITIES :(Increase)/ Decrease of Fixed Assets 0 0(Increase) / Decrease in Other Non Current Assets 0 43,500Proceeds of Non Current Investments 0 -5,325,000Proceeds from deposits 0 112,500

Net Cash Flow From / (Used in) Investing Activities (B) 0 -5,145,567

C. CASH FLOW FROM FINANCING ACTIVITIES:Proceeds from Long Term Borrowings 0 0

Net Cash Flow From / (Used in) Financing Activities (C) 0 0

Net Increase/ (Decrease) in Cash & Cash Equivalent (A+B+C) 57,293 -5,190Cash & Cash Equivalents at the beginning of the year 73,581 78,771

Cash & Cash Equivalents at the end of the year 16,288 73,581

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 : 29/05/2014 Date : 29/05/2014

ANKUSH FINSTOCK LIMITED[CIN: L65910GJ1993PLC019936]

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

Proxy Form[Form No. MGT – 11]

(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies(Management and Administration) Rules, 2014)

Name of Member :______________________________________________________________________________Registered Address :____________________________________________________________________________Folio No/Client ID :______________________ DP ID :______________________ e-mail Id :______________________

I/ We, being the member(s) of ____________________ shares of the above mentioned Company, hereby appoint:1. Name :___________________________________________________________________________________

Address:________________________________________________________________________________E-mail Id :____________________________ Signature :_____________________________ or failing him/her

2. Name :__________________________________________________________________________________Address :________________________________________________________________________________E-mail Id :____________________________ Signature :_____________________________ or failing him/her

as my/ our proxy to attend and vote (on a poll) for me/ us and on my/ our behalf at the Annual General Meetingof the Company, to be held on Tuesday, 30th day of September, 2014 at 11.00 a.m. at Hiral House’, Near KasturbhaiBlock, Naroda Road, Ahmedabad- 380025, Gujarat, INDIA and at any adjournment thereof in respect of suchresolutions set out in the Notice convening the meeting, as are indicated below:

No. Ordinary Business For Against1. Adoption of audited Financial Statements of the Company for the financial year ended

31st March 20142. Re-appointment of Mr. Zalak D. Shah as a Director of the Company3. Appointment of Auditors M/s. DJNV & CO., Chartered Accountants.

Special Business4. Appointment of Mr. Vikesh B. Makvana as an Independent Director5. Appointment of Mr.Nishant B.Vardhani as an Independent Director6. Appointment of Mr. Prashant R. Sheth as an Independent Director7. Borrowings from Banks/ Financial Institutions in excess of paid up capital and free

reserves of the Company.8. Creating mortgage / charge on assets, upto borrowing limit.

Signed this ______________________day of_________________2014

________________________ ___________________________Signature of the Shareholder Signature of the Proxy holder(s)Notes :- (1) This form of proxy in order to be effective should be duly completed and deposited at the registeredoffice of the Company, not less than 48 hours before the commencement of the meeting. (2) Notwithstanding theabove, the Proxies can vote on such other items which may be tabled at the meeting by the members present.

ANKUSH FINSTOCK LIMITED[CIN: L65910GJ1993PLC019936]

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

ATTENDANCE SLIP [To be handed over at the entrance of the meeting hall]

21ST ANNUAL GENERAL MEETINGRegistered Folio No. :__________________________ No. of Shares held :__________________________DP ID No.* :__________________________ Client ID No.* :__________________________Name of the attending Member/ Proxy :______________________________________________ [IN BLOCK LETTER]I hereby record my presence at this 30th Annual General Meeting held at Hiral House’, Near Kasturbhai Block, NarodaRoad, Ahmedabad- 380025, Gujarat, INDIA on Tuesday, 30th day of September, 2014 at 11.00 a.m.

__________________________*Applicable for investors holding shares in electronic form only. Member’s/ Proxy’s Signature

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

Documents

Ankush Finstock 2014...A Ankush Finstock Ltd. CIN NO.: L65910GJ1993PLC019936 FORM A (Pursuant to Clause 31(a) of Listing Agreement) Format of covering letter of the Annual Report to