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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 '16    Mar 15

Dear Shareholders,

The Directors have pleasure in presenting Fortieth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2016.

FINANCIALRESULTS

The Performance of the Company for the financial year ended on 31st March, 2016 is summarized below: (Rs.in Lacs)

Particulars

2015-16

2014-15

Revenue from operations and other Income

25,509.45

47,625.96

Profit before depreciation & tax

361.40

827.09

Depreciation

85.37

124.34

Profit before tax

276.03

702.75

Current tax

(49.32)

(232.00)

Deferred tax

31.39

45.85

Profit for the year from continuing operations

258.10

516.60

Profit from discontinuing operations

376.74

524.35

Current tax

(59.37)

-

Deferred tax

17.50

10.08

Profit for the year

557.96

1,030.87

Balance brought forward from previous year

15,150.50

14,199.16

Adjustment of Depreciation as per schedule II of the Companies Act, 2013

-

(79.53)

Amount Available for Appropriation

15,708.47

15,150.50

Transfer to General Reserve

Proposed Dividend on Equity Shares

Tax on Dividend

Surplus carried to Balance Sheet

15,708.47

15,150.50

DIVIDEND

Your Company is exploring new business opportunities; 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 2015-16.

AMOUNT TRANSFERRED TO RESERVE

During the year, the Company has not transferred any amount in General Reserve.

OPERATIONS

During the year, Company achieved total revenue of Rs. 25,509.45 Lacs as compared to previous year figures Rs. 47,625.96 Lacs. The Board has approved the sale and transfer of dairy business of the Company on slump sale basis on 07th March, 2016, therefore the revenue from dairy business has not been included in the total revenue. The profit of dairy business has been included under the head ‘profit from discontinuing operations’ in the Profit and Loss Account of the Company. The adjustment in the previous year figures are also done for the said purpose.

As compared to last year, Profit from continuing operations decreased by around 50% and stood at Rs. 258.10 Lacs. Profit from discontinuing operations decrease by around 28% and stood at Rs. 376.74 Lacs. Net profit decreased by around 45% and stood at Rs. 557.96 Lacs during the year under review.

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.

SALE OFDAIRYBUSINESS OF COMPANY

The Board of Directors of the Company at their meeting held on 07* March, 2016 has approved the sale and transfer of dairy business of the Company being run at its plants situated at Dewas, Bhopal in the state of Madhya Pradesh and at Etah in the state of Uttar Pradesh to M/s B.S.A. International, Belgium or its affiliates, as a going concern on Slump Sale basis subject to approval of members, lenders and statutory/ regulatory authorities, as required and other conditions. Further, the members of the Company provided their approval by way of postal ballot for the same.

On 01- September, 2016, the Buyer B.S.A. International through its wholly owned Indian subsidiary ‘Anik Milk Products Private Limited’ has acquired dairy business of the Company.

BUSINESS EXPANSION & DIVERSIFICATION 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 wherein your Company is partner with major stake, is continuously getting good response from all segments of public where about 95% of residential units are booked and more than 600 families are happily living in township, this 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 rules made there under.

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 2016 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 31-March 2016, 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 & INDUSTRIALRELATIONS

Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the cooperation extended by all the employees in maintaining cordial relations.

CORPORATE GOVERNANCEAND MANAGEMENTDISCUSSION &ANALYSIS REPORTS

A separate report on Corporate Governance in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms integral part of this report. Certificate regarding compliance of conditions of Corporate Governance Report issued by Statutory Auditors is attached separately to this report.

Management Discussion and Analysis Report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached separately to this Annual Report.

DIRECTOR’S 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 31 “• March, 2016; 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. Ashok Kumar Trivedi, Whole-time 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.

During the year under review, the members approved the appointment of Mrs. Amrita Koolwal as Independent Director who is not liable to retire by rotation.

Mr. Kailash Chandra Shahra (DIN: 00062698) resigned from the post of director and Chairman of the Company w.e.f. 28.03.2016. The Board appreciates the services rendered by him in the capacity of Director and Chairman.

The Board appointed Mr. Suresh Chandra Shahra, Managing Director as Chairman cum Managing Director of the Company w.e.f. 01.04.2016, re-appointed Mr. Ashok Kumar Trivedi as Whole-time Director for a period of 5 years w.e.f. 01.04.2016 & re-appointed Mr. Manish Shahra as Jt. Managing Director for a period of 5 years w.e.f. 01.07.2016 subject to approval of members in general meeting. The Board proposes to appoint/ re-appoint them in this annual general meeting.

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 for 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, JOINTVENTURESANDASSOCIATES

As on March 31,2016, the Company does not have any subsidiary or joint venture or associate Company.

NUMBER OF MEETINGS OF THE BOARD

The Board met 9 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. CODEOFCONDUCT

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. DECLARATIONBYINDEPENDENTDIRECTORS

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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%20Proaramme%20for%20Independent%20Directors-Anik.pdf. INTERNALFINANCIALCONTROLS

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 PARTYTRANSACTIONS

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 FINANCIALYEAR.

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, TECHNOLOGYABSORPTION 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 ofthis 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.

POLICYON DIRECTORS’APPOINTMENTAND 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, and under Regulation 19 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 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 the Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 & Regulation 17(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 SOCIALRESPONSIBILITY CSR)

The Company has formed a CSR Committee comprising of Mr. Suresh Chandra Shahra as Chairman and Mr. Vijay Rathi, Mrs. Amrita KoolwalandMr. HariNarayanBhatnagar, 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.

SECRETARIALAUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s Ajit Jain & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Audit Report for the financial year 2015-16 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.

SIGNIFICANTAND 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 OFANNUALRETURN

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 2015-16 and hence no complaint is outstanding as on 31.03.2016 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 For and on behalf of the Board of Directors

MANISH SHAHRA SURESH CHANDRA SHAHRA

Jt. Managing Director Managing Director

DIN:00230392 DIN: 00062762

Place : Indore

Dated: 03rd September, 2016

Source :
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