Your Directors have pleasure in presenting Forty First Annual Report together with theAudited Statement of Accounts of the Company for the year ended 31st March 2017
The Performance of the Company for the financial year ended on 31st March 2017 issummarized below:
(Rs. in Lacs)
|Particulars || ||Standalone ||Consolidated |
| ||2016-17 ||2015-16 ||2016-17 |
|Revenue from operations and other Income ||49864.79 ||25509.45 ||49728.86 |
|Profit before depreciation & tax ||7724.56 ||361.40 ||7588.52 |
|Depreciation ||83.46 ||85.37 ||83.46 |
|Profit before tax ||7641.10 ||276.03 ||7505.06 |
|Current tax ||(810.00) ||(49.32) ||(810.50) |
|Deferred tax ||757.54 ||31.39 ||757.54 |
|Profit for the year from continuing operations ||7588.64 ||258.10 ||7452.10 |
|Profit from discontinuing operations ||(3846.12) ||376.74 ||(3846.12) |
|Current tax || ||(59.37) ||- |
|Deferred tax ||56.16 ||17.50 ||56.16 |
|Profit from discontinuing operations after tax ||(3789.96) ||299.86 ||(3789.96) |
|Share in profit of associate ||NA ||NA ||75.68 |
|Minority Interest ||NA ||NA ||0.27 |
|Profit for the year ||3798.68 ||557.96 ||3737.55 |
|Balance brought forward from previous year ||15708.47 ||15150.50 ||15708.47 |
|Amount Available for Appropriation ||19507.15 ||15708.47 ||19445.28 |
|Transfer to General Reserve || || || |
|Proposed Dividend on Equity Shares || || || |
|Tax on Dividend || || || |
|Surplus carried to Balance Sheet ||19507.15 ||15708.47 ||19445.28 |
Your Company is exploring new business opportunities; therefore it is necessary toconserve the funds to meet these investment opportunities which your Board believes wouldenhance the shareholders wealth in coming period. Thus your Board has not recommended anydividend for the financial year 2016-17.
AMOUNT TRANSFERRED TO RESERVE
During the year the Company has not transferred any amount in General Reserve.
During the year Company's total revenue stood at Rs. 49864.79 Lacs as compared toprevious year figures Rs. 25509.45 Lacs. The Board has approved the sale and transfer ofdairy business of the Company on slump sale basis on 07th March 2016 therefore therevenue from dairy business has not been included in the total revenue. The profit ofdairy business has been included under the head profit/loss from discontinuingoperations' in the Profit and Loss Account of the Company.
The net profit for the year increased and stood at Rs. 3798.68 Lacs as compared toprevious year net profit of Rs. 557.96 Lacs.
On a consolidated basis the total revenue stood at Rs. 49728.86 Lacs and net profitfor the year stood at Rs. 3737.55 Lacs Net profit for the year increased and stood at Rs.3798.68 Lacs during the year under review.
Management of the Company under the direction of your Board of Director is continued inachieving the targets of cutting down in the cost of operations and getting efficiency inthis area by using better alternated resources/means.
SALE OF DAIRY BUSINESS OF COMPANY
The Board of Directors of the Company at their meeting held on 07th March 2016 hasapproved the sale and transfer of dairy business of the Company being run at its plantssituated at Dewas Bhopal in the state of Madhya Pradesh and at Etah in the state of UttarPradesh to M/s B.S.A. International Belgium or its affiliates as a going concern onSlump Sale basis subject to approval of members lenders and statutory/ regulatoryauthorities as required and other conditions. Further the members of the Companyprovided their approval by way of postal ballot for the same. on 01st September 2016 theBuyer B.S.A. International through its wholly owned Indian subsidiary Anik MilkProducts Private Limited' has acquired dairy business of the Company in terms of SlumpSale Agreement dated 07th March 2016.
BUSINESS EXPANSION & DIVERSIFICATION Mining Business
On the front of recently diversified business of mining the year under review was notso productive due to introduction of Mines and Minerals (Development & Regulations)Amendment Act 2015 according to which prospective license cases pending for execution ofPL Agreement/ Mining Lease cases pending for approval of Ministry of Mines have becomeineligible. Though your Company is contesting the same before the Court of Law but it maytake long time whereby the mining activities related prospects have gone down. But yourCompany is optimistic for overcoming these hurdles.
Further sincere efforts of your Company are continue to set up mineral based industryin 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 backby M/s. Mahakosh Property Developers a partnership wherein your Company is partner withmajor stake is continuously getting good response from all segments of public even in thephase of recession period in the Real Estate Sector where out of completed 5 towers and1 tower under construction booking of about 99% of the residential units has been doneand more than 600 families have started living in township which is a good sign of yourCompany's reputation and sustainability which will result in good profits in the years tocome. In addition to above during the year Company also started one more project ofserviced apartments and luxury residences in the name of 'One Rajarhat' at Kolkatacomprising 320 apartments. Company has received a very good response and booking of 118units has been done.
The Company has not accepted any deposits from the public within the meaning of Section73 of the Companies Act 2013 read with the rules made thereunder.
During the year under review the Company has not raised any paid up share capital. ThePaid up Equity Share Capital as at 31st March 2017 stood at Rs. 277534860/-. TheCompany has not issued shares with differential voting rights nor has granted any stockoption or sweat equity shares. As on 31st March 2017 none of the Directors of the Companyhold 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 onrecord their sincere appreciation to the cooperation extended by all the employees inmaintaining cordial relations.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
A separate report on Corporate Governance in terms of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms integral part of this report. Certificateregarding compliance of conditions of Corporate Governance Report issued by StatutoryAuditors is attached separately to this report.
Management Discussion and Analysis Report as required under Regulation 34 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is attached separately to this Annual Report.
DIRECTOR'S RESPONSIBILITIES STATEMENT
To the best of their knowledge and belief your Directors make the following statementsin terms of section 134(3)(c) read with section 134(5) of the Companies Act 2013: i) Thatin the preparation of the annual accounts for financial year ended 31st March 2017; theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any; ii) That the Directors have selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of financial year and of the profit / loss of the Company for thatperiod; iii) That the Directors have taken proper and sufficient care for the maintenanceof adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; iv) That the Directors have prepared the annual accounts on a goingconcern basis; v) That the Directors have laid down internal financial controls which areadequate and are operating effectively; vi) That the Directors have devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Manish Shahra Jt. Managing Director of the Company retires by rotation inaccordance with the provisions of the Articles of Association of the Company and beingeligible offer himself for reappointment.
The members approved the appointment of Mr. Suresh Chandra Shahra Managing Director asChairman cum Managing Director of the
Company w.e.f. 01.04.2016 re-appointment of Mr. Ashok Kumar Trivedi as Whole-timeDirector for a period of 5 years w.e.f. 01.04.2016 & re-appointment of Mr. ManishShahra as Jt. Managing Director for a period of 5 years w.e.f. 01.07.2016 in the annualgeneral meeting held on 29th April 2016.
During the year declarations received from the Directors of the Company pursuant toSection 164 of the Companies Act 2013. Board appraised the same and found that none ofthe director is disqualified holding office as director.
Details of the proposal for appointment/ re-appointment of Directors are mentioned inthe Notice of the Annual General Meeting.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES
During the year 2016-17 M/s Revera Milk & Foods Private Limited has becomesubsidiary of the Company.
Pursuant to the provisions of Section 129 134 and 136 of the Companies Act 2013 readwith rules framed thereunder and Regulation 33 of the SEBI Listing Regulations theCompany had prepared consolidated financial statements of the Company and its subsidiaryand a separate statement containing the salient features of financial statement ofsubsidiary in Form AOC-1 is given in the "Annexure A" that formspart of this Annual Report.
In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of its subsidiary are available on our websitewww.anikgroup.com. These documents will also be available for inspection till the date ofthe AGM during business hours at our registered office of the Company.
The Company does not have any joint venture or associate Company.
NUMBER OF MEETINGS OF THE BOARD
The Board met 8 times during the financial year. The details of which are given in the CorporateGovernance Report that forms part of this annual report. The intervening gap betweenany 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 Managementand Independent Directors of the Company. All the Board members including IndependentDirectors and Senior Management Personnel have affirmed compliance with the code ofconduct. Declaration on adherence to the code of conduct is forming part of the CorporateGovernance Report.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Committees. The evaluation of all the directors and theBoard 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 entireBoard. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors who also reviewed the performance of theSecretarial Department. The Directors expressed their satisfaction with the evaluationprocess. None of Independent Directors are due for re-appointment.
Details of the programmes for familiarization of the Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. are available on thewebsite of the Company at the link:http://anikgroup.com/Familiarisation%20Programme%20for%20Independent%20Directors-Anik.pdf.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements and during the year no reportable material weaknesses in the designor operation were observed.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Your Company has not given any loans or guarantees or made investment beyond the limitsmentioned 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 onarm's length basis and were in the ordinary course of the business. During the year theCompany had not entered into any contract/ arrangement/ transaction with related partieswhich could be considered material in accordance with the policy of the Company onmateriality of related party transactions.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink: http://anikgroup.com/Related_Party_Policy-Anik.pdf
MATERIAL CHANGES AND COMMITMENT BETWEEN THE DATE OF THE BOARD REPORT AND END OFFINANCIAL YEAR.
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand 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 exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 are given in the "AnnexureB" 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 rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in the "AnnexureC" forming part of this report.
Further none of directors is drawing any remuneration or commission from anysubsidiary or associate companies.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policy on Directors' Appointment and Remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under sub-section (3) of Section 178 of the Companies Act 2013 andunder Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 adopted by the Board is appended as "Annexure D" formingpart of this report.
The information required under Rule 5(2) and (3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in the Annexure formingpart of this Report. In terms of the first provision to Section 136 of the Act the Reportand Accounts are being sent to the Members excluding the aforesaid Annexure. Any Memberinterested in obtaining the same may write to the Company Secretary at the RegisteredOffice of the Company.
The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this report. All the recommendations made by theAudit Committee were accepted by the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy inline with the provisions of the Companies Act 2013 and the Regulation 22 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 to report genuineconcerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on theCompany's website i.e. www.anikgroup.com.
Pursuant to section 134 (3) (n) of the Companies Act 2013 & Regulation 17(9) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofthe Company has formed a Risk Management Committee to frame implement and monitor theRisk Management Plan for the Company. The details of risk have been covered in theManagement 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 asChairman and Mr. Vijay Rathi Mrs. Amrita Koolwal and Mr. Hari Narayan Bhatnagar as othermembers of the Committee.
The said Committee has developed a Policy on CSR which has been approved by the Boardof Directors. The CSR Policy may be accessed on the Company's website at the linkhttp://anikgroup.com/images/Corporate%20Social%20Responsibility%20(CSR)%20Policy.pdf TheAnnual Report on CSR activities is attached as "Annexure E"forming part of this report.
AUDITORS & AUDITORS REPORT
Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 the term of M/s. Ashok Khasgiwala & Co.Chartered Accountants (Firm Registration No.: 0743C) Statutory Auditors of the Companyexpires at the conclusion of the ensuing Annual General Meeting of the Company. The Boardof Directors of the Company at their meeting held on 26th August 2017 on therecommendation of the Audit Committee have recommended the appointment of M/s. Atishay& Associates Chartered Accountants (Firm Registration No. 020120C) as the StatutoryAuditors of the Company to the Members at the 41st Annual General Meeting of the Companyfor an initial term of 5 years. Accordingly a resolution proposing appointment of M/s.Atishay & Associates Chartered Accountants as the Statutory Auditors of the Companyfor a term of five consecutive years i.e. from the conclusion of 41st AnnualGeneral Meeting till the conclusion of 46th Annual General Meeting of the Company pursuantto Section 139 of the Companies Act 2013 forms part of the Notice calling 41st AnnualGeneral Meeting of the Company. In this regard the Company has received a certificate tothe effect that they satisfy the criteria provided under Section 141 of the Act and thatthe appointment if made shall be in accordance with the applicable provisions of the Actand rules framed thereunder.
The notes referred to by the Auditors in their Report are self explanatory and hence donot require any explanation.
Further there was no fraud in the Company which was required to report by statutoryauditors of the Company under sub-section (12) of Section 143 of Companies Act 2013.
The Board appointed K.G. Goyal & Co. Cost Accountant (Firm Registration No.000017) for conducting the audit of cost records of the Company for the FY 2016-17. TheCost Audit Report for the year 2015-16 was filed with the Central Government within thestipulated timeline.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s Ajit Jain & Co. Practicing CompanySecretaries to undertake the Secretarial Audit of the Company for the financial year2016-17. The Secretarial Audit Report for the financial year 2016-17 is annexed herewithas "Annexure F" forming part of this report.
There are no adverse comments qualifications or reservations or adverse remarks in theSecretarial Audit Report.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulator or courts ortribunals 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 theAnnual Return in form MGT 9 is annexed herewith as "Annexure G"forming part of this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti harassment policy in line with the requirements of theSexual 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 2016-17 andhence no complaint is outstanding as on 31.03.2017 for redressal.
The Directors wish to convey their appreciation to all of the employees of the Companyfor their enormous personal efforts as well as their collective contribution during theyear. The Directors would also like to thank the shareholders customers suppliersbankers financial institutions and all other business associates for their continuoussupport 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 ||Chairman & Managing Director |
|DIN: 00230392 ||DIN: 00062762 |
|Place : Indore || |
|Dated: 26th August 2017 || |