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Anik Industries

BSE: 519383|NSE: ANIKINDS|ISIN: INE087B01017|SECTOR: Edible Oils & Solvent Extraction
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Directors Report Year End : Mar '15    « Mar 14
 Dear Members,
 
 The Directors have pleasure in presenting Thirty Ninth Annual Report
 together with the Audited Statement of Accounts of the Company for the
 year ended 31st March, 2015.
 
 FINANCIAL RESULTS
 
 The Performance of the Company for the financial year ended on 31st
 March, 2015 is summarized below:
 
                                                           (Rs. in Lacs)
 
             Particulars                           2014-15       2013-14
 
 Sales and other Income                        1,49,763.91   1,50,478.11
 
 Gross Profit                                     1,821.20      1,943.57
 
 Depreciation                                       594.10        535.99
 
 Profit before tax                                1,227.10      1,407.58
 
 Provision for Taxation for the year              (232.00)      (275.00)
 
 Provision for Deferred Taxation for the year        35.77       (22.05)
 
 Income tax for earlier years (net)                      -             -
 
 Profit after Taxation                            1,030.87      1,110.52
 
 Balance brought forward from previous year      14,199.16     13,088.64
 
 Adjustment of Depreciation as per schedule        (79.53)             -
 II of the Companies Act, 2013
 
 Amount Available for Appropriation              15,150.50     14,199.16
 
 Transfer to General Reserve                             -             -
 
 Proposed Dividend on Equity Shares                      -             -
 
 Tax on Dividend                                         -             -
 
 Surplus carried to Balance Sheet                15,150.50     14,199.16
 
 
 DIVIDEND
 
 Your Company is exploring new business opportunities and also planning
 for expansion of the existing businesses; therefore it is necessary to
 conserve the funds to meet these investment opportunities, which your
 Board believes would enhance the shareholders wealth in coming period.
 Thus, your Board has not recommended any dividend for the financial
 year 2014-15.
 
 AMOUNT TRANSFERRED TO RESERVE
 
 During the year, the Company has not transferred any amount in General
 Reserve.
 
 OPERATIONS
 
 During the year, Company achieved a turnover of Rs. 1,49,763 Lacs,
 which is almost at par with previous year figures. Due to increased
 interest cost, operating profit has decreased by around 6% at Rs. 1,821
 Lacs and Net profit decreased by around 7% at Rs.  1,030 Lacs during
 the year under review. On the manufacturing front turnover increased by
 more than 14% and stood at Rs. 1,02,133 Lacs and manufacturing profit
 has also gone up by 68%.
 
 Management of the Company under the direction of your Board of Director
 is continued in achieving the targets of cutting down in the cost of
 operations and getting efficiency in this area by using better
 alternated resources/means.
 
 BUSINESS EXPANSION & DIVERSIFICATION
 
 Dairy Business
 
 During the year under review, the turnover of dairy business has
 increased by more than 14% as compared to previous year.  Company''s
 dairy plants at Dewas (M.P.), Bhopal (M.P.) and Etah (U.P.) are running
 successfully.
 
 For future business prospects, your Company is continuously keeping eye
 on southern and eastern regions of India for setting up few more dairy
 plants to cover demands of these regions where we are sure that the
 products of the Company shall be welcomed being of high quality at
 competitive rates.
 
 Mining Business
 
 On the front of recently diversified business of mining, the year under
 review was not so productive due to introduction of Mines and Minerals
 (Development & Regulations) Amendment Act, 2015, according to which
 prospective license cases pending for execution of PL Agreement/ Mining
 Lease cases pending for approval of Ministry of Mines have become
 ineligible. Though your Company is contesting the same before the Court
 of Law but it may take long time whereby the mining activities related
 prospects have gone down. But your Company is optimistic for overcoming
 these hurdles.
 
 Further, sincere efforts of your Company are continue to set up mineral
 based industry in Madhya Pradesh to use explored minerals from own
 mines in future.
 
 Better profitability and turnover is expected from these activities in
 future.
 
 Real Estate Business
 
 The integrated township project ''Active Acres'' at Kolkata launched few
 years back by M/s. Mahakosh Property Developers, a partnership firm
 wherein your Company is partner with major stake, is continuously
 getting good response from all segments of public even in the phase of
 recession period in the Real Estate Sector, where, out of completed 5
 towers and 1 tower under construction, booking of about 90% of the
 residential units has been done and more than 400 families have started
 living in township, which is a good sign of your Company''s reputation
 and sustainability which will result in good profits in the years to
 come.
 
 DEPOSITS
 
 The Company has not accepted any deposits from the public within the
 meaning of Section 73 of the Companies Act, 2013 read with the
 Companies (Acceptance of Deposits) Rules, 2014.
 
 SHARE CAPITAL
 
 During the year under review, the Company has not raised any paid up
 share capital. The Paid up Equity Share Capital as at 31st March 2015
 stood at Rs. 27,75,34,860/-. The Company has not issued shares with
 differential voting rights nor has granted any stock option or sweat
 equity shares. As on 31st March 2015, none of the Directors of the
 Company hold instruments convertible into equity shares of the Company.
 
 INSURANCE
 
 All properties and insurable interests of the Company including
 Building and Plant & Machinery have been adequately insured.
 
 HUMAN RESOURCE & INDUSTRIAL RELATIONS
 
 Industrial relations were harmonious throughout the year. The Board
 wishes to place on record their sincere appreciation to the
 co-operation extended by all the employees in maintaining cordial
 relations.
 
 CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
 
 Pursuant to clause 49 of the Listing Agreement with the Stock
 Exchanges, a Management Discussion and Analysis Report, Corporate
 Governance Report and Auditors'' Certificate regarding compliance of
 conditions of Corporate Governance are made a part of the Annual
 Report.
 
 DIRECTORS'' RESPONSIBILITIES STATEMENT
 
 To the best of their knowledge and belief, your Directors make the
 following statements in terms of Section 134 (3) (c) read with Section
 134 (5) of the Companies Act, 2013:
 
 i) That in the preparation of the annual accounts for financial year
 ended 31st March, 2015; the applicable accounting standards have been
 followed along with proper explanation relating to material departures,
 if any;
 
 ii) That the Directors have selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of financial year and of the
 profit and loss of the Company for that period;
 
 iii) That the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities;
 
 iv) That the Directors have prepared the annual accounts on a going
 concern basis;
 
 v) That the Directors have laid down internal financial controls, which
 are adequate and are operating effectively;
 
 vi) That the Directors have devised proper systems to ensure compliance
 with the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 
 DIRECTORS AND KEY MANAGERIAL PERSONNEL
 
 Mr. Kailash Chandra Shahra, Director of the Company retires by rotation
 in accordance with the provisions of the Articles of Association of the
 Company and being eligible offer himself for reappointment.
 
 Mrs. Amrita Koolwal was appointed as an Additional Director by the
 Board of the Company with effect from 31st March, 2015 and holds office
 upto the date of this Annual General Meeting. Your Company has received
 a notice in writing proposing her candidature for the office of
 Independent Director. She qualifies to be an Independent Director
 pursuant to the provisions of Section 149(6) of the Companies Act,
 2013.
 
 During the year under review, the members approved the appointments of
 Mr. Hari Narayan Bhatnagar, Mr. Vijay Rathi, Mr. Kamal Kumar Gupta as
 Independent Directors who are not liable to retire by rotation.
 
 The Board designated Mr. Suresh Chandra Shahra, Managing Director and
 Mr. Shailesh Kumath, Company Secretary as Key Managerial personnel of
 the Company and appointed Mr. Gautam Jain as Chief Financial Officer &
 Key Managerial Personnel of the Company w.e.f. 25.09.2014 under Section
 203 of the Companies Act, 2013 and rules made there under.
 
 During the year, declarations received from the Directors of the
 Company pursuant to Section 164 of the Companies Act, 2013. Board
 appraised the same and found that none of the director is disqualified
 holding office as director.
 
 Details of the proposal for appointment/ re-appointment of Directors
 are mentioned in the Notice of the Annual General Meeting.
 
 SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
 
 The Company has formed a wholly owned subsidiary on 11th December, 2014
 in the name of Anik Dairy Private Limited and the same has been ceased
 to be subsidiary of Company w.e.f. 30.03.2015.
 
 As on March 31,2015, the Company does not have any subsidiary or joint
 venture or associate Company.
 
 NUMBER OF MEETINGS OF THE BOARD
 
 The Board met 10 times during the financial year. The details of which
 are given in the Corporate Governance Report that forms part of this
 annual report. The intervening gap between any two Meetings was within
 the period prescribed under the Companies Act, 2013.
 
 CODE OF CONDUCT
 
 The Company has laid down a code of conduct for all Board members and
 Senior Management and Independent Directors of the Company. All the
 Board members including Independent Directors and Senior Management
 Personnel have affirmed compliance with the code of conduct.
 Declaration on adherence to the code of conduct is forming part of the
 Corporate Governance Report.
 
 DECLARATION BY INDEPENDENT DIRECTORS
 
 All Independent Directors have given declarations that they meet the
 criteria of independence as laid down under Section 149(6) of the
 Companies Act, 2013 and Clause 49 of the Listing Agreement.
 
 BOARD EVALUATION
 
 Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
 the Listing Agreement, the Board has carried out an annual performance
 evaluation of its own performance, the directors individually as well
 as the evaluation of the working of its Committees.  The evaluation of
 all the directors and the Board as a whole was conducted based on the
 criteria and framework adopted by the Board.  The performance
 evaluation of the Independent Directors was carried out by the entire
 Board. The performance evaluation of the Chairman and the Non
 Independent Directors was carried out by the Independent Directors who
 also reviewed the performance of the Secretarial Department. The
 Directors expressed their satisfaction with the evaluation process.
 
 None of Independent Directors are due for re-appointment.
 
 FAMILIARIZATION PROGRAMME
 
 Details of the programmes for familiarization of the Independent
 Directors with the Company, their roles, rights, responsibilities in
 the Company, nature of the industry in which the Company operates,
 business model of the Company, etc. are available on the website of the
 Company at the link:
 http://anikgroup.com/Familiarisation%20Programme%20for%20Independent%20
 Directors-Anik.pdf.
 
 INTERNAL FINANCIAL CONTROLS
 
 The Company has in place adequate internal financial controls with
 reference to financial statements and during the year, no reportable
 material weaknesses in the design or operation were observed.
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
 
 Your Company has not given any loans or guarantees or made investment
 beyond the limits mentioned under the provisions of Section 186 of the
 Companies Act, 2013.
 
 RELATED PARTY TRANSACTIONS
 
 All related party transactions that were entered into during the
 financial year were on arm''s length basis and were in the ordinary
 course of the business. During the year, the Company had not entered
 into any contract/ arrangement/ transaction with related parties
 
 which could be considered material in accordance with the policy of the
 Company on materiality of related party transactions.
 
 The Policy on materiality of related party transactions and dealing
 with related party transactions as approved by the Board may be
 accessed on the Company''s website at the link:
 http://anikgroup.com/Related Party Policy-Anik.pdf.
 
 MATERIAL CHANGES AND COMMITMENT BETWEEN THE DATE OF THE BOARD REPORT
 AND END OF FINANCIAL YEAR.
 
 No material changes and commitments affecting the financial position of
 the Company occurred between the end of the financial year to which
 this financial statements relate and the date of this report.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS/ OUTGO
 
 The information on conservation of energy, technology absorption and
 foreign exchange earnings and outgo stipulated under Section 134(3)(m)
 of the Companies Act, 2013 read with Rule, 8 of The Companies
 (Accounts) Rules, 2014, are given in the Annexure A forming part of
 this report.
 
 PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES
 
 None of the employee has received remuneration exceeding the limit as
 stated in Rule 5(2) of the Companies (Appointment and Remuneration of
 Managerial Personnel) Rules, 2014.
 
 Disclosure pertaining to remuneration and other details as required
 under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of
 the Companies (Appointment and Remuneration of Managerial Personnel)
 Rules 2014, are given in the Annexure B forming part of this report.
 
 Further, none of directors is drawing any remuneration or commission
 from any subsidiary or associate companies.
 
 POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION
 
 The policy on Directors'' Appointment and Remuneration including
 criteria for determining qualifications, positive attributes,
 independence of a director and other matters provided under sub-section
 (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is
 appended as Annexure C forming part of this report.
 
 AUDIT COMMITTEE
 
 The details pertaining to composition of Audit Committee are included
 in the Corporate Governance Report, which forms part of this report.
 All the recommendations made by the Audit Committee were accepted by
 the Board.
 
 VIGIL MECHANISM / WHISTLE BLOWER POLICY
 
 The Company has a Vigil Mechanism which also incorporates a Whistle
 Blower Policy in line with the provisions of the Companies Act, 2013
 and Clause 49 of the Listing Agreement to report genuine concerns or
 grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed
 on the Company''s website i.e. www.anikgroup.com.
 
 RISK MANAGEMENT
 
 Pursuant to Section 134 (3) (n) of the Companies Act, 2013 & Clause 49
 of the Listing Agreement, the Board of the Company has formed a Risk
 Management Committee to frame, implement and monitor the Risk
 Management Plan for the Company. The details of risk have been covered
 in the Management Discussion and Analysis Report forming part of the
 Boards report.
 
 CORPORATE SOCIAL RESPONSIBILITY (CSR)
 
 The Company has formed a CSR Committee comprising of Mr. Suresh Chandra
 Shahra as Chairman and Mr. Vijay Rathi and Mr. Hari Narayan Bhatnagar,
 as other members of the Committee.
 
 The said Committee has developed a Policy on CSR , which has been
 approved by the Board of Directors. The CSR Policy may be accessed on
 the Company''s website at the link
 http://anikgroup.com/images/Corporate%20Social%20Responsibility%20(CSR)
 %20Policy.pdf
 
 The Annual Report on CSR activities is attached as Annexure D forming
 part of this report.
 
 AUDITORS & AUDITORS REPORT
 
 The Auditors M/s. Ashok Khasgiwala & Co., Chartered Accountants, retire
 at the forthcoming Annual General Meeting and are eligible for
 re-appointment. The Company has received a certificate from the
 auditors to the effect that if they are reappointed, it would be in
 accordance with the provisions of Section 141 of the Companies Act,
 2013 and they are not disqualified for such appointment.
 
 The notes referred to by the Auditors in their Report are self
 explanatory and hence do not require any explanation.
 
 Further, there was no fraud in the Company, which was required to
 report by statutory auditors of the Company under sub-section (12) of
 Section 143 of Companies Act, 2013.
 
 SECRETARIAL AUDIT
 
 Pursuant to the provisions of Section 204 of the Companies Act, 2013
 and rules made thereunder, the Company has appointed M/s Ajit Jain &
 Co., Practicing Company Secretaries to undertake the Secretarial Audit
 of the Company for the financial year 2014- 15. The Secretarial Audit
 Report for the financial year 2014-15 is annexed herewith as Annexure
 E forming part of this report.
 
 There are no adverse comments, qualifications or reservations or
 adverse remarks in the Secretarial Audit Report.
 
 SIGNIFICANT AND MATERIAL ORDERS
 
 There are no significant and material orders passed by the regulator or
 courts or tribunals impacting the going concern status of the Company
 and future operations.
 
 EXTRACT OF ANNUAL RETURN
 
 In accordance with Section 134(3)(a) of the Companies Act, 2013, an
 extract of the Annual Return in form MGT 9 is annexed herewith as
 Annexure F forming part of this report.
 
 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
 (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
 
 The Company has in place an Anti harassment policy in line with the
 requirements of the Sexual Harassment of Women at Workplace
 (Prevention, Prohibition and Redressal) Act, 2013. All employees
 (permanent, contractual, temporary, trainees) are covered under the
 policy. There was no Complaint received from any employee during the
 financial year 2014-15 and hence no complaint is outstanding as on
 31.03.2015 for redressal.
 
 ACKNOWLEDGEMENTS
 
 The Directors wish to convey their appreciation to all of the employees
 of the Company for their enormous personal efforts as well as their
 collective contribution during the year. The Directors would also like
 to thank the shareholders, customers, suppliers, bankers, financial
 institutions and all other business associates for their continuous
 support given to the Company and their confidence in the management.
 
 
 For and on behalf of the Board of Directors
 MANISH SHAHRA
 Jt. Managing Director
 DIN: 00230392
 
 
 For and on behalf of the Board of Directors
 
 SURESH CHANDRA SHAHRA
 Managing Director
 DIN: 00062762
 
 Place : Indore
 Dated: 14th August, 2015
Source : Dion Global Solutions Limited
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