Your Directors have pleasure in presenting Thirty Ninth Annual Report together with theAudited Statement of Accounts of the Company for the year ended 31 March 2015.
The Performance of the Company for the financial year ended on 31 March 2015 issummarized below:
(Rs. in Lacs)
|Particulars ||2014-15 ||2013-14 |
|Sales and other Income ||149763.91 ||150478.11 |
|Gross Profit ||1821.20 ||1943.57 |
|Depreciation ||594.10 ||535.99 |
|Profit before tax ||1227.10 ||1407.58 |
|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 ||1030.87 ||1110.52 |
|Balance brought forward from previous year ||14199.16 ||13088.64 |
|Adjustment of Depreciation as per schedule II of the Companies Act 2013 ||(79.53) ||- |
|Amount Available for Appropriation ||15150.50 ||14199.16 |
|Transfer to General Reserve ||- ||- |
|Proposed Dividend on Equity Shares ||- ||- |
|Tax on Dividend ||- ||- |
|Surplus carried to Balance Sheet ||15150.50 ||14199.16 |
Your Company is exploring new business opportunities and also planning for expansion ofthe existing businesses; therefore it is necessary to conserve the funds to meet theseinvestment opportunities which your Board believes would enhance the shareholders wealthin coming period. Thus your Board has not recommended any dividend for the financial year2014-15.
AMOUNT TRANSFERRED TO RESERVE
During the year the Company has not transferred any amount in General Reserve.
During the year Company achieved a turnover of Rs. 149763 Lacs which is almost atpar with previous year figures. Due to increased interest cost operating profit hasdecreased by around 6% at Rs. 1821 Lacs and Net profit decreased by around 7% at Rs.1030 Lacs during the year under review. On the manufacturing front turnover increased bymore than 14% and stood at Rs. 102133 Lacs and manufacturing profit has also gone up by68%.
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.
BUSINESS EXPANSION & DIVERSIFICATION
During the year under review the turnover of dairy business has increased by more than14% 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 andeastern regions of India for setting up few more dairy plants to cover demands of theseregions where we are sure that the products of the Company shall be welcomed being of highquality at competitive rates.
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 firm wherein your Company ispartner with major stake is continuously getting good response from all segments ofpublic even in the phase of recession period in the Real Estate Sector where out ofcompleted 5 towers and 1 tower under construction booking of about 90% of the residentialunits has been done and more than 400 families have started living in township which is agood sign of your Companys reputation and sustainability which will result in goodprofits 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 Companies (Acceptance of Deposits) Rules2014.
During the year under review the Company has not raised any paid up share capital. ThePaid up Equity Share Capital as at 31 March 2015 stood at Rs. 277534860/-. The Companyhas not issued shares with differential voting rights nor has granted any stock option orsweat equity shares. As on 31 March 2015 none of the Directors of the Company holdinstruments 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
Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges a ManagementDiscussion and Analysis Report Corporate Governance Report and Auditors' Certificateregarding compliance of conditions of Corporate Governance are made a part of the AnnualReport.
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 March2015; 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 this Act 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. Kailash Chandra Shahra Director of the Company retires by rotation in accordancewith the provisions of the Articles of Association of the Company and being eligible offerhimself for reappointment.
Mrs. Amrita Koolwal was appointed as an Additional Director by the Board of the Companywith effect from 31 March 2015 and holds office upto the date of this Annual GeneralMeeting. Your Company has received a notice in writing proposing her candidature for theoffice of Independent Director. She qualifies to be an Independent Director pursuant tothe provisions of Section 149(6) of the Companies Act 2013.
During the year under review the members approved the appointments of Mr. Hari NarayanBhatnagar Mr. Vijay Rathi Mr. Kamal Kumar Gupta as Independent Directors who are notliable to retire by rotation.
The Board designated Mr. Suresh Chandra Shahra Managing Director and Mr. ShaileshKumath Company Secretary as Key Managerial personnel of the Company and appointed Mr.Gautam Jain as Chief Financial Officer & Key Managerial Personnel of the Companyw.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 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
The Company has formed a wholly owned subsidiary on 11 December 2014 in the name ofAnik 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 orassociate Company.
NUMBER OF MEETINGS OF THE BOARD
The Board met 10 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 Clause 49 ofthe Listing Agreement.
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsCommittees. The evaluation of all the directors and the Board as a whole was conductedbased on the criteria and framework adopted by the Board. The performance evaluation ofthe Independent Directors was carried out by the entire Board. The performance evaluationof the Chairman and the Non Independent Directors was carried out by the IndependentDirectors who also reviewed the performance of the Secretarial Department. The Directorsexpressed 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 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 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 "AnnexureA" 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 "Annexure B"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 adoptedby the Board is appended as "Annexure C" forming part of thisreport.
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 Clause 49 of the Listing Agreementto report genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy maybe accessed on the Companys website i.e. www.anikgroup.com.
Pursuant to Section 134 (3) (n) of the Companies Act 2013 & Clause 49 of theListing Agreement the Board of the Company has formed a Risk Management Committee toframe implement and monitor the Risk Management Plan for the Company. The details of riskhave been covered in the Management Discussion and Analysis Report forming part of theBoards report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has formed a CSR Committee comprising of Mr. Suresh Chandra Shahra asChairman and Mr. Vijay Rathi and Mr. Hari Narayan Bhatnagar as other members of theCommittee.
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.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 theforthcoming Annual 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 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.
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 year2014-15. The Secretarial Audit Report for the financial year 2014-15 is annexed herewithas "Annexure E" 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 F"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 2014-15 andhence 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 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 ||Managing Director |
|DIN: 00230392 ||DIN: 00062762 |
|Place: Indore || |
|Dated: 14 August 2015 || |
ANNEXURE A TO DIRECTORS REPORT
Information as per section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 for the year ended 31 March 2015 are as under.
(A) Conservation of energy
(i) The steps taken or impact on conservation of energy:
- Installation of Pressure Reducing Valves (PRV) at Dewas Unit to control steampressure/fluctuation resulting in smooth operation.
- Replacement of Halogen and Incandescent lamp with energy efficient T5 florescent andLED lights.
(ii) The steps taken by the Company for utilizing alternate sources of energy:
- Using electricity generated through "Wind Mills" as an alternate source ofelectricity for Dewas Unit.
- Use of BIOFUEL (Agri-waste product) in place of WOOD as fuel for the Bioler at BhopalUnit.
(iii) The capital investment on energy conservation equipments:
No Capital investment on energy conservation equipments during the year 2014-15.
(B) Technology absorption-
(i) The efforts made towards technology absorption;
The Company is keeping pace with the developments in the Milk Processing modernhygienic and nutritious dairy products and adapting its plants in line with thesedevelopments.
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution-
The main benefits derived are Quality improvement Cost reduction and importsubstitution.
(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)
The Companys operations do not require import of technology.
(iv) The expenditure incurred on Research and Development.
No expenses have been incurred on Research and Development during the year 2014-15.
(C) Foreign exchange earnings and Outgo
During the year under review the foreign exchange outgo was Rs. 20160.07 Lacs (Prev.Yr. Rs. 28740.07 Lacs) and the foreign exchange earnings on exports was Rs. 4715.89 Lacs(Prev. Yr Rs. 9952.99 Lacs).
ANNEXURE B TO DIRECTORS REPORT
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:
(i) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
|Executive Director ||Ratio of median remuneration |
|Mr. Suresh Chandra Shahra ||22.21 |
|Mr. Manish Shahra ||1.90 |
|Mr. Ashok Kumar Trivedi ||5.15 |
|Non-Executive Director || |
|Mr. Kailash Chandra Shahra ||0.04 |
|Mr. Vijay Rathi ||0.13 |
|Mr. Kamal Kumar Gupta ||0.05 |
|Mr. Hari Narayan Bhatnagar ||0.13 |
|Mrs. Amrita Koolwal* ||- |
*Mrs. Amrita Koolwal appointed on 31.03.2015 therefore details not given.
(ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:
|Name of Directors CFO and Company Secretary ||% increase in the remuneration in the financial year 2014-15 |
|Mr. Suresh Chandra Shahra (Managing Director) ||0.29% |
|Mr. Manish Shahra (Jt. Managing Director) ||3.51% |
|Mr. Ashok Kumar Trivedi (Whole-time Director) ||6.53% |
|Mr. Kailash Chandra Shahra (Chairman & Non-Executive Director) ||Nil |
|Mr. Vijay Rathi (Non-Executive Independent Director) ||Nil |
|Mr. Kamal Kumar Gupta (Non-Executive Independent Director) ||Nil |
|Mr. Hari Narayan Bhatnagar (Non-Executive Independent Director) ||Nil |
|Mrs. Amrita Koolwal (Non-Executive Independent Director)* ||- |
|Mr. Gautam Jain (Chief Financial Officer)** ||- |
|Mr. Shailesh Kumath (Company Secretary) ||11.70% |
* Mrs. Amrita Koolwal appointed on 31.03.2015 therefore details not given.
** Mr. Gautam Jain appointed as CFO w.e.f. 25.09.2014 therefore details notgiven.
(iii) The percentage increase in the median remuneration of employees in the financialyear: 9.13%
(iv) The number of permanent employees on the rolls of Company: 399
(v) The explanation on the relationship between average increase in remuneration andCompany performance:
The manufacturing turnover for the financial year ended 31.03.2015 increased by 14%whereas the increase in median remuneration is 9.13% which is in line with the performanceof the Company.
(vi) Comparison of the remuneration of the Key Managerial Personnel (KMP) against theperformance of the Company;
|Aggregate remuneration of KMPs (Rs. in Lacs) ||84.11 |
|Total Operating Revenue (Rs. in Lacs) ||147240.05 |
|Remuneration of KMPs as % of Revenue ||0.06% |
|Profit before Tax (Rs. in Lacs) ||1227.10 |
|Remuneration of KMPs as % of Profit before Tax ||6.85% |
(vii) Variations in the market capitalization of the Company price earnings ratio asat the closing date of the current financial year and previous financial year;
|Particulars ||As on 31.03.2015 ||As on 31.03.2014 ||% Change |
|Market Capitalization (Rs. in Crore) ||63.69 ||56.89 ||11.95% |
|Price Earnings Ratio ||6.19 ||5.13 ||20.66% |
Percentage increase over decrease in the market quotations of the shares of the Companyin comparison to the rate at which the Company came out with the last public offer:
|Particulars ||As on 31.03.2015 ||Rate of last Public Offer (in 1994) ||% Change |
|Price (NSE) ||22.95 ||25.00 ||- 8.20% |
|Price (BSE) ||22.65 ||25.00 ||- 9.40% |
(viii)Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
The average percentile increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2014-15 was 4.97% whereas thepercentile increase in the managerial remuneration for the same financial year was 3.61%.
(ix) Comparison of the each remuneration of the Key Managerial Personnel against theperformance of the Company:
In the financial year 2014-15 no variable was paid to the key managerial personnelbased on the performance of the Company. Remuneration of the Key Managerial personnel isas per industry standards.
(x) The key parameters for any variable component of remuneration availed by thedirectors:
(xi) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year:
(xii) Affirmation that the remuneration is as per the remuneration policy of theCompany.
It is affirmed that remuneration is as per the remuneration policy of the Company.
ANNEXURE C TO DIRECTORS REPORT
NOMINATION AND REMUNERATION POLICY
This Nomination and Remuneration Policy is being formulated in compliance with Section178 of the Companies Act 2013 read along with the applicable rules thereto and Clause 49of the Listing Agreement as amended from time to time. This policy on nomination andremuneration of Directors Key Managerial Personnel and Senior Management has beenformulated by the Nomination and Remuneration Committee and has been approved by the Boardof Directors.
" Act" means the Companies Act 2013 and Rules made thereunder asamended from time to time.
" Board" means Board of Directors of the Company.
" Company" means "Anik Industries Limited".
" Committee" means Nomination and Remuneration Committee of theCompany as constituted or reconstituted by the Board.
" Directors" means Directors of the Company.
"Remuneration" means any money or its equivalent given or passed toany person for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961;
"Key Managerial Personnel" means:
i) The Chief Executive Officer or the Managing Director or the Manager;
ii) The Company Secretary;
iii) The Whole-time Director;
iv) The Chief Financial Officer; and
v) such other officer as may be prescribed
"Senior Management" means the personnel of the Company who are membersof its core management team excluding Board of Directors.
" Policy" or "This policy" means Nomination andRemuneration Policy.
"Independent Director" means a Director referred to in Section 149 (6)of the Companies Act 2013 and the Listing Agreement with the Stock Exchanges.
NOMINATION AND REMUNERATION COMMITTEE
The Board constituted a Nomination and Remuneration Committee consisting of three ormore non-executive directors out of which at least one half are independent directors. TheChairman of the Committee is an independent director.
ROLE OF THE COMMITTEE
The role of the Committee is as under:
(a) To formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of the directors key managerial personnel and other employees;
(b) To formulate criteria for evaluation of Independent Directors and the Board;
(c) To carry out evaluation of every Directors performance;
(d) To devise a policy on Board diversity;
(e) To identify persons who are qualified to become directors and who may be appointedin Senior Management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal;
(f) To recommend to the Board on remuneration payable to the Directors Key ManagerialPersonnel and Senior Management;
(g) To ensure that level and composition of remuneration is reasonable and sufficientrelationship of remuneration to performance is clear and meet appropriate performancebenchmarks;
(h) To carry out any other function as is mandated by the Board from time to time and /or enforced by any statutory notification amendment or modification as may beapplicable.
POLICY FOR APPOINTMENT OF MANAGERIAL PERSONNEL DIRECTOR KMP AND SENIOR MANAGEMENT:
I. Appointment criteria and qualifications
(a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Managerial Personnel Director or KMP orSenior Management and recommend to the Board his /her appointment.
(b) A person should possess adequate qualification expertise and experience for theposition he /she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient/satisfactory for the concerned position.
(c) Appointment of Independent Directors is also subject to compliance of provisions ofSection 149 of the Companies Act 2013 read with Schedule IV and rules thereunder and theListing Agreement.
(d) The proposed appointee shall also fulfill the following requirements forappointment as a director:
i. Shall possess a Director Identification Number;
ii. Shall not be disqualified under the Companies Act 2013;
iii. Shall give his written consent to act as a Director;
iv. Shall endeavour to attend all Board Meetings and wherever he is appointed as aCommittee Member the Committee Meetings;
v. Shall abide by the Code of Conduct established by the Company for Directors andSenior Management Personnel;
vi. Such other requirements as may be prescribed from time to time under theCompanies Act 2013 Equity Listing Agreements and other relevant laws.
Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations there under the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.
The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.
POLICY FOR REMUNERATION OF MANAGERIAL PERSONNEL DIRECTOR KMP AND SENIOR MANAGEMENT:
I. Remuneration to Executive Directors and Key Managerial Personnel
The Board on the recommendation of the Nomination and Remuneration Committee shallreview and approve the remuneration payable to the Executive Directors of the Companywithin the overall limits approved by the shareholders.
The Board on the recommendation of the Nomination and Remuneration Committee shallalso review and approve the remuneration payable to the Key Managerial Personnel of theCompany.
The Executive Director and Key Managerial Personnel shall be eligible for a monthlyremuneration as may be approved by the Board. The breakup of the pay scale and quantum ofperquisites including employers contribution to P.F pension scheme medicalexpenses club fees etc. shall be decided and approved by the Board/the Person authorizedby the Board and approved by the shareholders and Central Government wherever required.
II. Remuneration to Non-Executive and Independent Directors
The Board on the recommendation of the Nomination and Remuneration Committee shallreview and approve the remuneration payable to the Non-Executive and Independent Directorsof the Company within the overall limits approved by the shareholders.
Non-Executive and Independent Directors shall be entitled to sitting fees for attendingthe meetings of the Board and the Committees thereof. The amount of such fees shall bedecided by the Board on recommendation of the Nomination and Remuneration Committee.
The Non-Executive and Independent Directors shall also be entitled to profit relatedcommission in addition to the sitting fees if approved by the Board on recommendation ofthe Nomination and Remuneration Committee.
The remuneration payable to the Non-Executive and Independent Director shall be subjectto ceiling/limits as provided under the Companies Act 2013 and rules made thereunder.
III. Remuneration to other employees
Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.
REVIEW AND AMENDMENT
The Nomination and Remuneration Committee or the Board may review and amend the Policyas and when it deems necessary.
In case of any amendment(s) notification(s) clarification(s) circular(s) etc. issuedby the relevant authorities not being consistent with the provisions laid down under thisPolicy then such amendment(s) notification(s) clarification(s) circular(s) etc. shallprevail upon the provisions hereunder and this Policy shall stand amended accordingly fromthe effective date as laid down under such amendment(s) clarification circular(s) etc.
ANNEXURE D TO DIRECTORS REPORT
ANNUAL REPORT ON CORPORATE SOCIAL RESPONCIBILITY (CSR) ACTIVITIES FOR THE YEAR 2014-15
1. A brief outline of the Companys CSR policy including overview ofprojects or programmes proposed to be undertaken and a reference to the web-link to theCSR policy and projects or programmes:
Corporate Social Responsibility is strongly connected with the principles ofsustainability; an organization should make decisions based not only on financial factorsbut also on the social and environmental consequences.
Anik Industries Ltd. has always been committed to the cause of social service and hasrepeatedly channelized a part of its resources and activities such that it positivelyaffects the society socially ethically and also environmentally. The Company endeavors tomake CSR a key business process for sustainable development. Our Company is committedtowards aligning with nature and has adopted eco-friendly practices.
Schedule VII of the Companies Act 2013 contains the activities which may beconsidered as eligible for CSR activities. Anik Industries Ltd. may undertake one or moreproject/s under any or all of the following areas or such other area that may under thelaw for the time being in force be permissible:-
i. Eradicating hunger poverty and malnutrition promoting preventive health care andsanitation and making available safe drinking water;
ii. Promoting education including special education and employment enhancing vocationskills especially among children women elderly and the differently abled and livelihoodenhancement projects;
iii. Promoting gender equality empowering women setting up homes and hostels forwomen and orphans; setting up old age homes day care centres and such other facilitiesfor senior citizens and measures for reducing inequalities faced by socially andeconomically backward groups;
iv. Ensuring environmental sustainability ecological balance protection of flora andfauna animal welfare agroforestry conservation of natural resources and maintainingquality of soil air and water;
v. Protection of national heritage art and culture including restoration of buildingsand sites of historical importance and works of art; setting up public libraries;promotion and development of traditional arts and handicrafts;
vi. Measures for the benefit of armed forces veterans war widows and their dependents;
vii. Training to promote rural sports nationally recognized sports paralympic sportsand Olympic sports;
viii. Contribution to the Prime Ministers National Relief Fund or any other fundset up by the Central Government for socioeconomic development and relief and welfare ofthe Scheduled Castes the Scheduled Tribes other backward classes minorities and women;
ix. Contributions or funds provided to technology incubators located within academicinstitutions which are approved by the Central Government;
x. Rural development projects.
The CSR Policy may be accessed on the Company's website at the linkhttp://anikgroup.com/images/Corporate%20Social%20Responsibility%20(CSR)%20Policy.pdf
2. The composition of the CSR committee: The Company has a CSR committeecomprising of Mr. Suresh Chandra Shahra Chairman of the Committee Mr. Vijay Rathi andMr. Hari Narayan Bhatnagar members of the Committee.
3. Average net profit of the Company for last three financial years for thepurpose of computation of CSR: Rs. 25235891
4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above):Rs. 504718.
5. Details of CSR spent during the financial year:
a. Total amount to be spent for the financial year: Rs. 504718/-
b. Amount spent: Rs. 751000/-
c. Amount unspent: NIL
d. Manner in which the amount spent during the financial year
|S. No. ||CSR Project or activity identified ||Sector in which the Project is covered ||Projects or programs (1) Local area or other (2) Specify the Sate and district where projects or programs was undertaken ||Amount outlay (budget) projects or programs wise ||Amount spent on the projects or programs Sub-heads: (1) Direct expenditure on projects or programs (2) Overheads ||Cumulative expenditure upto the reporting period ||Amount spent: Direct or through implementing agency |
|1 ||Renovation of historical building ||Protection of national heritage art and culture including restoration of buildings and sites of historical importance and works of art ||Indore (MP) ||500000 ||500000 ||500000 ||Through Implementing Agency (Indore Gaurav Foundation) |
|2 ||Camps for health care ||Promoting preventive health care ||Indore (MP) ||100000 ||100000 ||100000 ||Through Implementing Agency (Mahakosh Nidhi Trust) |
|3 ||Environment ||Ensuring Environmental Sustainability ||Dewas (MP) ||100000 ||100000 ||100000 ||Direct |
|4 ||Education ||Promoting education ||Indore (MP) ||51000 ||51000 ||51000 ||Through Implementing Agency (Khandelwal Vaishya Panchyati Sabha) |
| ||Total || || ||751000 ||751000 ||751000 || |
6. A responsibility statement of the CSR committee that the implementation andmonitoring of CSR policy is in compliance with CSR objectives and policy of the Company.
We hereby declare that implementation and monitoring of the CSR policy are incompliance with CSR objectives and policy of the Company.
|Manish Shahra ||Suresh Chandra Shahra |
|Jt. Managing Director ||Chairman CSR Committee |