Your Directors have pleasure in presenting Fortieth Annual Report together with theAudited Statement of Accounts of the Company for the year ended 31st March 2016.
The Performance of the Company for the financial year ended on 31st March 2016 issummarized below:
(Rs.Rs. in lacs)
|Particulars ||2015-16 ||2014-15 |
|Revenue from operations and other Income ||25509.45 ||47625.96 |
|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 ||1030.87 |
|Balance brought forward from previous year ||15150.50 ||14199.16 |
|Adjustment of Depreciation as per schedule II of the Companies Act 2013 ||- ||(79.53) |
|Amount Available for Appropriation ||15708.47 ||15150.50 |
|Transfer to General Reserve || || |
|Proposed Dividend on Equity Shares || || |
|Tax on Dividend || || |
|Surplus carried to Balance Sheet ||15708.47 ||15150.50 |
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 2015-16.
AMOUNT TRANSFERRED TO RESERVE
During the year the Company has not transferred any amount in General Reserve.
During the year Company achieved total revenue of Rs. 25509.45 Lacs as compared toprevious year figures Rs. 47625.96 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 from discontinuingoperationsin the Profit and Loss Account of the Company. The adjustment in theprevious year figures are also done for the said purpose.
As compared to last year Profit from continuing operations decreased by around 50% andstood at Rs. 258.10 Lacs. Profit from discontinuing operations decrease by around 28% andstood at Rs. 376.74 Lacs. Net profit decreased by around 45% and stood at Rs. 557.96 Lacsduring 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 the Buyer B.S.A. International through its wholly owned Indiansubsidiary Anik Milk Products Private Limitedhas acquired dairy business ofthe Company.
BUSINESS EXPANSION & DIVERSIFICATION
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 yearsback by M/s. Mahakosh Property Developers a partnership wherein your Company is partnerwith major stake is continuously getting good response from all segments of public whereabout 95% of residential units are booked and more than 600 families are happily living intownship this will result in good profits in the years to come.
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 31 st March 2016 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 2016 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 & INDUSTRIALRELATIONS
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 thisAnnual Report.
DIRECTORS 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) That in the preparation of the annual accounts for financial year ended 31 t March2016; the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of financialyear 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 ofadequate accounting records in accordance with the provisions of thisAct for safeguardingthe 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 adequateand are operating effectively;
vi) That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Ashok Kumar Trivedi Whole-time 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.
During the year under review the members approved the appointment of Mrs.AmritaKoolwal as Independent Director who is not liable to retire by rotation.
Mr. Kailash Chandra Shahra (DIN: 00062698) resigned from the post of director andChairman of the Company w.e.f. 28.03.2016. The Board appreciates the services rendered byhim in the capacity of Director and Chairman.
The Board appointed Mr. Suresh Chandra Shahra Managing Director as Chairman cumManaging Director of the Company w.e.f. 01.04.2016 re-appointed Mr. Ashok Kumar Trivedias 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 subjectto approval of members in general meeting. The Board proposes to appoint/ re-appoint themin this annual general meeting.
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 for holding office as director.
Details of the proposal for appointment/ re-appointment of Directors are mentioned inthe Notice of theAnnual General Meeting.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES
As on March 31 2016 the Company does not have any subsidiary or joint venture orassociate Company.
NUMBER OFMEETINGS OFTHE BOARD
The Board met 9 times during the financial year. The details of which are given in theCorporate Governance Report that forms part of this annual report. The intervening gapbetween 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 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 onarms length basis and were in the ordinary course of the business. During the yearthe Company had not entered into any contract/ arrangement/ transaction with relatedparties which 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 Companys 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 OFENERGYTECHNOLOGY 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 "AnnexureA" forming part of this report.
PARTICULARS OFTHE 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 "AnnexureB" forming part of this report.
Further none of directors is drawing any remuneration or commission from anysubsidiary or associate companies.
POLICYON DIRECTORSAPPOINTMENT 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 Obligation and Disclosure Requirement)Regulations 2015 adopted by the Board is appended as "Annexure C" formingpart of this report.
The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this report.All the recommendations made bytheAudit Committee were accepted by the Board.
VIGILMECHANISM /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 theCompanys 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 andAnalysis 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 Companys website at the linkhttp://anikgroup.com/images/Corporate%20Social%20Responsibility%20(CSR) %20Policy.pdfTheAnnual Report on CSR activities is attached as "Annexure D" formingpart of this report.
AUDITORS &AUDITORS REPORT
TheAuditors M/s.Ashok Khasgiwala & Co. CharteredAccountants retire at theforthcomingAnnual General Meeting and are eligible for re-appointment. The Company hasreceived a certificate from the auditors to the effect that if they are reappointed itwould be in accordance with the provisions of Section 141 of the Companies Act 2013 andthey are not disqualified for such appointment.
The notes referred to by theAuditors 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.
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 year2015-16. The SecretarialAudit 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 theSecretarialAudit Report.
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 F" formingpart 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 2015-16 andhence no complaint is outstanding as on 31.03.2016 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 CHANDRASHAHRA |
|Jt. Managing Director ||Managing Director |
|DIN: 00230392 ||DIN: 00062762 |
|Place: Indore || |
|Dated: 03rd September 2016 || |