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.
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
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
AMOUNT TRANSFERRED TO RESERVE
During the year, the Company has not transferred any amount in General
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
BUSINESS EXPANSION & DIVERSIFICATION
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
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
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
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
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
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.
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.
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
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
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,
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
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,
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.
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.
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:
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
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
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.
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
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.
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
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
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.
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.
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
Jt. Managing Director
For and on behalf of the Board of Directors
SURESH CHANDRA SHAHRA
Place : Indore
Dated: 14th August, 2015