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Anil Ltd.

BSE: 532910 Sector: Others
NSE: N.A. ISIN Code: INE125E01019
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OPEN 113.05
CLOSE 113.60
VOLUME 2924
52-Week high 439.00
52-Week low 92.00
P/E
Mkt Cap.(Rs cr) 111.28
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Anil Ltd. (ANIL) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 22nd Annual Report together with AuditedStatement of Accounts of the Company for the financial year ended March 31 2015.

FINANCIAL RESULTS

The standalone operating performance of your company for the financial year ended March31 2015 is depicted below:

(In Lacs except per share data)

Particulars 2014-15 2013-14
Revenue from Operations 93270.86 82491.46
Other Income 469.31 208.04
Total Income 93740.17 82699.50
Less:
Operating & Administrative expenses 76993.38 67989.55
Operating Profits (PBDIT) 16746.79 14709.95
Less:
Depreciation 957.88 1269.75
Interest Expenses 7653.35 6381.45
Profit Before Extraordinary
Items & Tax Less: 8135.56 7058.75
Extraordinary Items 20.81 (14.23)
Profit Before Tax 8114.75 7072.98
Less Tax Expenses 2621.39 2239.47
Net Profit After Tax from
Ordinary Activities 5493.36 4833.51
Add: Balance brought forward 18826.90 15081.16
Less:
Adjustment of Account of change in useful life of Asset 300.32
Amount available for appropriation 24019.94 19914.67
Appropriations:
Transfer to General Reserve 500.00 500.00
Proposed Dividend on Redeemable Preference Share 310.40 310.40
Proposed Equity Dividend 195.32 195.32
Dividend Distribution Tax 102.95 82.04
Balance Carried Forward 22911.27 18826.91
Earnings Per Share (Rs per share)
Basic 52.42 45.80
Diluted 52.42 45.80

OPERATIONS AND REVIEW (Company's Performance)

Revenue from the standalone operations of your Company for the year was Rs. 93270.86lacs 13.07% higher than Rs. 82491.46 lacs in the previous year. Operating Profit (EBITDA)was Rs. 16746.79 lacs against Rs. 14709.95 lacs in the previous year. Profit after Taxfor the year at Rs. 5493.36 lacs was higher by 13.65% over Rs. 4833.51 lacs in theprevious year. Detailed report on operations of and structure of Business of the Companyhas been included in Management Discussion and Analysis Report which forms part of thisAnnual Report.

DIVIDEND

Your Directors are pleased to recommend dividend of 2.00/- per equity share (previousyear 2.00/- per equity share) on 9766166 equity shares of Rs .10/- each for the year endedMarch 31 2015. The said dividend if approved by the shareholders would involve a cashoutflow of Rs. 195.32 lacs.

The Redeemable Preference Shareholders are entitled to dividend of 8.00% per annum.Accordingly the Directors have recommended for approval of the Members a dividend of Rs.8.00 per Share on 3880000 Redeemable Preference Shares of Rs .100/- each for the yearended March 31 2015.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

A Separate report on Management Discussion and Analysis Report as required under clause49 of the Listing Agreement with the Stock Exchange has been presented in a separatesection forming part of this Annual Report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

Your Company has three subsidiary Companies no company has became / ceased to be asubsidiary company during the year under review. Pursuant to Section 129(3) of theCompanies Act 2013 and Accounting Standard- 21 issued by the Institute of CharteredAccountants of India Consolidated Financial Statements presented by the Company includethe Financial Statements of its Subsidiaries. Further a separate statement containing thesalient features of the financial statements of subsidiaries of the Company in theprescribed form AOC-1 has been disclosed in the Consolidated Financial Statements.Pursuant to the provisions of Section 136 of the Companies Act 2013 the Company shallplace separate audited accounts of its Subsidiary Companies on its website atwww.anillimited.com.

In compliance with the provisions of clause 49 of the Listing Agreement the Companyhas formed a policy relating to material subsidiaries which is approved by the Board ofDirectors is available on the Company's website at the link:"http://www.anillimited.com/investorsshareholder/ policy.htm".

DIRECTORS

i) Retirement by Rotation :

Shri Shashin Desai (DIN 03539693) retires by rotation as director at the upcomingAnnual General Meeting and being eligible offers himself for re-appointment.

Pursuant to the requirement of clause 49 of the Listing Agreement particulars of theDirector retiring by rotation and seeking re-appointment is annexed to the noticeconvening the Annual General Meeting.

ii) Meetings of Board of Directors:

The Board of Directors of the Company met four times during the year under review. Thedetails of board meetings and the attendance are provided in the Corporate GovernanceReport which forms part of this Report.

iii) Independent Directors:

In compliance with the provisions of Section 149 (7) of the Companies Act 2013 allIndependent Directors have submitted their declarations of independence stating that theymeet the criteria of independence.

Pursuant to the provisions of Section 149 of the Act which came into effect from April1 2014 Mr. Kamal Sheth Mr. Anish Shah and Prof. Indira Parikh (Non executiveIndependent Woman Director) were appointed as independent directors for a term of fiveyears with effect from September 30 2014 at the Annual General Meeting of the Companyheld on September 30 2014. The terms and conditions of appointment of independentdirectors are as per Schedule IV of the Companies Act 2013.

Pursuant to Section 149 (8) read along with Schedule IV of the Companies Act 2013separate meeting of the Independent Directors of the Company was held on February 132015 without the attendance of Non- Independent Directors and members of management. TheIndependent Directors reviewed the performance of non- independent directors and the Boardas a whole; the performance of the Chairperson of the Company taking into account theviews of Executive Directors and Non- Executive Directors and assessed the qualityquantity and timeliness of flow of information between the Company Management and theBoard that is necessary for the Board to effectively and reasonably perform their duties.

The Company conducts Familiarization Programme for the Independent Directors to providethem an opportunity to familiarize with the Company. Detailed information on this has beenincluded in Corporate Governance Report which forms part of this Annual Report.

iv) Board Evaluation:

Pursuant to the provisions of the Act and Rules made there under and as provided inSchedule IV of the Companies Act 2013 and clause 49 of the Listing Agreement and on therecommendation of the Nomination and Remuneration Committee the Board has adopted methodfor evaluating its performance and also of its Committees and individual DirectorsChairman of the Board. Detailed information on this has been included in CorporateGovernance Report which forms part of this Annual Report.

The evaluation was carried out through a defined process covering the areas of theBoards functioning viz. composition of the Board and Committees understanding of rolesand responsibilities experience and competencies contribution at the meetings etc.

v) Whole-time Key Managerial Personnel:

In accordance with the provisions of the Act during the year under review the Companyhas appointed Shri Amol Sheth Chairman & Managing Director Shri Chintan Acharya CFOand Shri Chandresh Pandya Company Secretary as Key Managerial Personnel of the Company.

vi) Remuneration Policy:

Pursuant to the requirement of Section 134(3)(e) and Section 178(3) of the CompaniesAct 2013 the Board has on the recommendation of the Nomination and RemunerationCommittee framed a policy on appointment of Directors including criteria for determiningqualifications positive attributes independence of a Director and the policy onremuneration of Directors KMP and other senior management is attached as Annexure Awhich forms part of this report.

PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company will be provide upon request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars which is available for inspection bymembers at the registered office of the Company during the business hours on all workingdays of the Company up to the date of ensuing Annual General Meeting of the Company. Ifany member is interested in inspection the same the member may write to the CompanySecretary in advance.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (3) (c) of the Companies Act 2013 in relation to financialstatements of the Company for the year ended March 312015 the Board of Directors statethat:

(i) in the preparation of the annual financial statements applicable accountingstandards have been followed and there are no material departures from the said standards;

(ii) such accounting policies have been selected and applied consistently and judgmentsand estimates made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the company as at March 312015 and of the profit of the companyfor the year ended on that date;

(iii) proper and sufficient care has been taken for maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for prevention and detection of fraud and other irregularities;

(iv) the annual financial statements have been prepared on a going concern basis;

(v) proper internal financial controls are in place and are adequate and are operatingeffectively; and

(vi) the systems to ensure compliance with the provisions of all applicable laws are inplace and are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the requirements of Section 135 of Companies Act 2013 your Company hasconstituted a Corporate Social Responsibility Committee. The composition and terms ofreference of the Corporate Social Responsibility Committee is provided in the CorporateGovernance Report which forms part of this report.

Your Company has also formulated a Corporate Social Responsibility Policy which isavailable on the website of the Company at http://www.anillimited.com/investorsshareholder/policy.htm. Report on CSR activities as required under the Companies(Corporate Social Responsibility Policy) Rules 2014 has been appended as Annexure B tothis Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain highest standards of corporate governance andpractices as stipulated under the Act and Listing Agreement with the stock exchanges. Thenew Companies Act 2013 and amended Listing Agreement have strengthened the governanceregime in the country.

Your Company is in compliance with the governance requirements provided under theCompanies Act 2013 and amended Listing Agreement with the Stock Exchanges. In line withthe requirements of new law your Company has in place all the statutory Committeesrequired under the law. A detailed report on Corporate Governance along with theCompliance Certificate obtained from the practicing Company Secretary Forms part of thisAnnual Report.

AUDITORS

M/s. Parikh & Majmudar Chartered Accountants Ahmedabad were appointed asStatutory Auditors of your Company at the last Annual General Meeting held on 30thSeptember 2014 for a term of four consecutive years. As per the provisions of Section 139of the Companies Act 2013 the appointment of Auditors is required to be ratified byMembers at every Annual General Meeting. In explanation to qualification by Auditors intheir report about delay in transfer to investor education and protection fund it ishereby clarified that the Company has transferred all the eligible amount due before yearend and noted the same for future compliance. The Notes on Financial Statements arereferred to in the Auditors' Report are self explanatory and do not call for any furthercomments. Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/S. SPANJ & ASSOCIATES a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the year under review. The Board hasduly reviewed the Secretarial Auditor's Report and the comments appearing in the reportare self-explanatory and do not call for any further explanation by the Board of Directorsas provided under section 134 of the Act. The Secretarial Audit Report is annexed herewithas "Annexure C".

PUBLIC DEPOSITS

During the year under review your Company has neither accepted nor renewed any PublicDeposits.

INSURANCE

The Company's buildings plant and machineries stocks and other properties wherevernecessary and to the extent required have been adequately insured.

RELATED PARTY TRANSACTIONS

Pursuant to the provisions of Section 134 (3) read with Section 188 (2) of theCompanies Act 2013 details of transaction for the year under review are given in FormAOC 2 as Annexure D to this report and in the section on Related Party Transactions inCorporate Governance Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments are provided in the notes to the FinancialStatements.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in Form MGT-9 is annexed to this Report as Annexure E.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134 (3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 relating to the Conservation ofEnergy Technology Absorption Foreign Exchange Earnings and Outgo are set out in AnnexureF which forms part of this report.

RISK MANAGEMENT

Your Company has implemented an integrated risk management approach to review andassess significant risks on a continuous basis to ensure that there is a system for riskcontrols and mitigation in place. Management periodically reviews this risk managementframework to keep updated and address emerging challenges.

VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY

Details on Vigil Mechanism policy / whistle blower policy is provided in the CorporateGovernance Report which forms part of this Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details of internal financial control and their adequacy are included in theManagement Discussion and Analysis Report which forms part this report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 read with rules made there under your Company hasconstituted Internal Complaints Committee which is responsible for redressal of complaintsrelated to sexual harassment. No complaints pertaining to sexual harassment receivedduring the year under review.

ACKNOWLEDGEMENTS

Your Directors gratefully acknowledge all stakeholders of the Company viz. customersdealers suppliers bankers Financial Institutions and other agencies for their excellentsupport received from them. The Directors also express their deep appreciation toemployees at all levels of the Company for their commitment and continued support to theCompany.

For and on behalf of the Board
Amol Sheth
Chairman & Managing Director
Place: Ahmedabad
Date: May 29 2015

Annexure - A to the Directors’ Report

POLICY ON APPOINTMENT REMUNERATION & EVALUATION OF BOARD OF DIRECTORS KMPs ANDSENIOR MANAGEMENT PERSONNEL

This policy for nomination and remuneration of Directors Key Managerial Personnel(KMP) and other employees has been formulated in terms of the provisions of the CompaniesAct 2013 and the Listing Agreement entered in to with the Stock Exchanges in order toderive equitable remuneration to the Directors KMPs and employees of the Company and tosynchronize the same with the objectives of the Company.

The Board has already constituted Nomination and Remuneration Committee (hereinafter"the Committee") which shall be responsible for formulating the criteria forappointment of Independent Director and evaluate the performance of every Director on theBoard and recommend to the Board remuneration for Directors Key Managerial Personnel andother Senior Management Personnel.

The Board has authority to reconstitute this committee from time to time.

This policy is divided in three parts:

PART I

POLICY FOR NOMINATION / APPOINTMENT AND REMOVAL OF DIRECTORS KMPs AND SENIORMANAGEMENT

Nomination / Appointment:

1. The Committee shall identify and ascertain integrity qualification expertise andexperience of the person for appointment as Directors KMP or Senior management level andrecommend to the Board his / her appointment.

2. The following persons shall be not eligible to be appointed as Executive Director(Managing Director & Whole-time Director) if:

a. He is disqualified to act as a Director under the provisions of Section 164(1) andother applicable provisions if any of the Companies Act 2013. If the disqualificationis subsequently removed then the said person shall be eligible to be appointed asExecutive Director.

b. He does not satisfy requirements as prescribed in Part I of Schedule V of theCompanies Act 2013. But the person who does not meet the criteria prescribed in Part I ofSchedule V can be appointed as Executive Director if the approval of Central Governmentis taken.

3. A person to be appointed as Director KMP or senior management level should possessadequate qualification expertise and experience for the position he / she is consideredfor appointment. The

Committee has discretion to decide whether qualification expertise possessed by aperson is sufficient / satisfactory for concerned position.

4. A person to be appointed as Director should possess reputation for integrity deepexpertise and insights in sectors / areas relevant to the Company ability to contributeto the Company’s growth complementary skills in relation to the other Board Members.

5. A whole time KMP of the Company shall not hold office in more than one companyexcept its subsidiary Company at the same time. However a whole time KMP can be appointedas a Director in any Company with the permission of the Board of Directors of theCompany.

6 Following factors shall be considered while appointing a person as an IndependentDirector on the Board:

a. Integrity and relevant expertise and experience.

b. Requisite qualification so that he/she will exercise his/her role effectively.

c. Have an expert knowledge in field of the Company where the company operates andshall provide his/her suggestions to the Board members of the Company to arrive at finaldecision which is in the best interest of the Company.

d. Not be a promoter or related to promoter of the Company or its holding subsidiaryor associate company;

e. Must not have any material or pecuniary relationship during the two immediatelypreceding financial years or during the current financial year with the Company itsholding subsidiary or associate company or their promoters or directors.

f. The relatives of such person should not have had any pecuniary relationship with theCompany or its subsidiaries amounting to 2% or more of its gross turnover or total incomeor Rs .50 lacs or such higher amount as may be prescribed whichever is less during thetwo immediately preceding financial years or in the current financial year;

g. He or his relatives must not:

(i) hold or has held the position of a Key Managerial Personnel or is or has beenemployee of the Company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed.

(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of— (A) a firm of auditors or company secretaries in practice or costauditors of the company or its holding subsidiary or associate company; or (B) any legalor a consulting firm that has or had any transaction with the Company its holdingsubsidiary or associate company amounting to ten per cent or more of the gross turnover ofsuch firm;

(iii) holds together with his relatives two per cent or more of the total voting powerof the company; or

(iv) is a Chief Executive or director by whatever name called of any non-profitorganization that receives 25% or more of its receipts from the Company any of itspromoters directors or its holding subsidiary or associate Company or that holds 2% ormore of the total voting power of the Company; or

h. Such person who is proposed to be appointed as Independent Director shall possessappropriate skills experience and knowledge in one or more fields of finance lawmanagement sales marketing administration research corporate governance technicaloperations or other disciplines related to the Company’s business.

i. is not a material supplier service provider or customer or a lessor or lessee ofthe company;

j. is not less than 21 years of age

k. The candidate shall not be disqualified under section 164 sub-section (1) and (2)of the Companies Act 2013.

l. The candidate shall give his/her declaration as provided in section 149(7).

m. It should be ensured that number of Boards on which such Independent Director servesis restricted to Seven Listed Companies as an Independent Director and three listedCompanies as an Independent Director in case such person serving as a whole time(Executive) Director of a listed Company.

Term / Tenure:

1. The Company shall appoint or re-appoint any person as its Managing Director WholeTime Director for a term not exceeding five years at a time. No reappointment shall bemade earlier than one year before the expiry of term.

2. The candidate appointed as an Independent Director shall be eligible to bereappointed for a further period of 5 consecutive years after the completion of his/hertenure of first 5 years subject to Board’s approval and the passing of a SpecialResolution by Shareholders. No Independent Director shall hold office for more than twoconsecutive terms but such Independent Director shall be eligible for appointment afterexpiry of three year of ceasing to become an Independent Director.

Removal:

Due to reasons for any disqualification mentioned in the Companies Act 2013 read withany rules framed there under as amended from time to time the committee may recommend tothe Board with reasons recorded in writing for removal of a Director or KMP subject to theprovisions and compliance of the said Act rules and regulations.

Retirement:

The Whole Time Directors KMPs and senior management personnel shall retire as per theapplicable provisions of the Companies Act 2013 and the prevailing policy of the Company.The Board will have the discretion to retain the Whole Time Directors KMPs and seniormanagement personnel in the same position / remuneration or otherwise even after theretirement age for the benefit of the Company.

PART II

REMUNERATION OF MANAGING DIRECTORS INDEPENDENT DIRECTORS KMPs AND OTHER SENIORMANAGEMENT:

1. The remuneration / Compensation / commission etc. to Directors will be determined bythe Committee and recommended to the Board for approval.

2. The remuneration and commission to be paid to the Managing Director shall be inaccordance with the provisions of the Companies Act 2013 and the rules framed there underfrom time to time. The remuneration commission etc. as the case may be shall besubject to the prior / post approval of the shareholders of the Company and CentralGovernment wherever required.

3. Remuneration of Executive Directors shall be recommended by the Nomination &Remuneration Committee and approved by the Board of Directors and the Shareholders of theCompany.

4. In sync with the industry size and complexity of the Company’s operationperformance benchmark of the industry the Chairman & Managing Director of the Companywith prior / post approval of the Board of Directors of the Company is authorised todecide the remuneration of KMP (other than Managing Director/ Whole Time Director) andSenior Management as per the HR policy of the Company.

5. Increments to the existing remuneration / compensation of its Managing DirectorChief Financial Officer Company Secretary and any other employees for indemnifying themagainst any liability the premium paid on such insurance shall not be treated as part ofthe remuneration payable to such personnel.

Minimum Remuneration to Managing Director:

If in any Financial year the Company has no profits or its profits are inadequate theCompany shall pay remuneration to its Managing Director in accordance with the provisionsof Schedule V of the Companies Act 2013 and if it is not able to comply with suchprovisions with the previous approval of the Central Government.

6. The remuneration / Sitting Fees / commission etc. to Non Executive Directors /Independent Directors shall be in accordance with the provisions of the Act read withRules as amended from time to time be decided by the Committee / Board / Shareholders asthe case may be.

7. Remuneration of Management Staff is business- specific and approved by theNomination and Remuneration Committee based on the market trend and policy of HR in force.Remuneration is reviewed and revised periodically when such a revision is warranted bythe market. The quantum of revision is linked to market trends the competitive context ofthe business as well as the track record of the individual management personnel.

PART III

EVALUATION OF MANAGING DIRECTORS INDEPENDENT DIRECTORS KMPs AND OTHER SENIORMANAGEMENT:

1. Evaluation Of Managing Directors / Whole Time Directors / KMPs:

An annual appraisal/ evaluation of Executive Directors namely Managing Director andWhole time Director shall be carried out by all the other Directors of the Company. Theannual evaluation shall be carried out in the form of questionnaire.

2. Evaluation of Independent Directors:

An annual performance evaluation of an Independent Director shall be carried out by allother Directors at the end of the financial year in the form of questionnaire.

Annexure - B to the Directors’ Report

ANNUAL REPORT ON CSR ACTIVITIES:

[Pursuant to Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules2014)

1. Brief Outline of the Company’s CSR Policy:

While the Company is eligible to undertake any suitable activity as specified inSchedule VII of the Act with a motive to support Education for the girl child and makethem independent Sparsh (Trust) successfully running study center batches at fivelocations in Ahmedabad. The Company in every Financial Year shall Endeavour to spend thefeasible amount for its CSR Projects. The Policy provides for identification of the CSRProjects and approval by the CSR Committee.

The total expenditure in the CSR Annual Plan shall be approved by the Board uponrecommendation by the CSR Committee.

2. Composition of the CSR Committee:

In line with the provisions of the Act and Rules made there under the CSR Committeehas been formed by the Board of Directors. Composition of CSR Committee is in accordancewith Section 135 of the Companies Act 2013 as mentioned below:

Name of Director Category of Directorship
Shri Kamal Sheth Independent Director
Shri Anurag Kothawala Whole Time Director
Shri Shashin Desai Whole Time Director

3. Average Net Profit of the Company for last three financial years: Rs .6480.27 Lacs

4. Prescribed CSR Expenditure (two per cent of the aforesaid amount): Rs .129.61 Lacs

5. a. Total Amount Spent during the financial year: Rs .65.29 Lacs b. Amount unspent ifany : Rs .64.32 Lacs

c. Details of CSR amount spent during the financial year:

1 2 3 4 5 6 7 8
Sr. No CSR Projects / Activities identified Sector in which the Project is covered Projects or Program (1) Local area or other (2) Specify the state and district where projects or programs was undertaken Amou nt outlay (budg et) projec t or progr am wise Amount Spent on the Projects or Programs Sub-head: (1) Direct expenditur e on projects or programs (2) Overheads Cumulative expenditur e upto the reporting period Amount Spent: Direct or through implementin g agency
1 Education Promoting Education Ahmedabad 55.41 Lacs 55.41 Lacs 55.41 Lacs Through Implementing Agency
2 Healthcare Awareness and Education Health Project for promotion of Agriculture Education and Training Ahmedabad 3.44 Lacs 3.44 Lacs 3.44 Lacs Through Implementing Agency
3 Healthcare Health Awareness and civil sanitation and drinking water facility in backward area Ahmedabad 6.44 Lacs 6.44 Lacs 6.44 Lacs Through Implementing Agency

6. Reason for not spending the amount (in case the Company has failed to spend two percent of the average net profit of the last three financial years or any part thereof):

The overall CSR expenditure was Rs .65.29 lacs during the financial year 2014-15 thecompany endeavored to meet the budgeted expenditure by contributing through variousimplementing agencies engaged in eligible CSR activities. The CSR committee was activelyinvolved in planning and suggesting various eligible CSR activities to Board of Directorsof the Company during the year under review however since this being the first year someactivities being suggested by the committee is under considerations and the Company hastaken steps to actively engage with the partners / NGOs to carry out CSR activates and toncur expenditure in accordance with Section 135 of the Companies Act 2013 in the comingyears.

We hereby confirm that the implementation and monitoring of CSR policy is incompliance with CSR objectives and policy of the Company.

Place: Ahmedabad (Amol Sheth) (Kamal Sheth)
Date: May 29 2015 Chairman & Managing Director Chairman - CSR Committee

Annexure - F to the Directors’ Report

Particulars of conservation of energy technology absorption and foreign exchangeearnings and outgo in terms of Section 134 (3) (m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 forming part of the Directors’Report.

A. CONSERVATION OF ENERGY:

(a) Energy Conservation measures taken:

ANIL lays great emphasis on the conservation of energy and as part of continuousefforts for conservation of energy; following measures were taken during the year underreview

• In CWM plant Condensate system Modified by installing the Flash Vessel pumpsand separating the streams.

• Timers installed in agitators for running in intervals

• Installed new Main Steam Line

• Steam Coil designed modified to reduce steam consumption

• High efficiency pump has been installed and main line has been modified

• Installed system for reuse of RO rejected water for cleaning gardening etc.

Impact of above measures taken:

• Reduction in steam consumption

• Reduction in power consumption

• Reduction in fuel consumption

• Reduction of utility cost and increase in efficiencies

• Saving in water consumption

(b) Steps taken by the Company for utilizing alternate sources of energy: None

(c) The Capital investment on energy conservation equipment: approx Rs .8 lacs

B. TECHNOLOGY ABSORPTION

(a) Efforts made towards technology absorption:

ANIL puts lot of emphasis on providing technical assistance to its customers throughits state-of- the-art Research & Development Centre. Company has a team of wellqualified scientists and industry specific specialists. During the year under review thecenter has focused on new products for Paper Textile and Food industries.

(b) The benefits derived like product improvement cost reduction product developmentor import substitution:

The Company has developed various following new products during the year under review;

• New product which can improve the COBB value of various grades of paper andalso give other benefits to the customers such as fiber peeling off reduction improvedwhiteness and enhanced paper strength.

• new version of modified starch to suit the requirement of sizing onwriting-printing grade paper

• New low cost adhesive formulation was developed for application in multiwallpaper sack manufacturing.

• Development of new formulation which will reduce manufacturing process forsizing on yarn of terry towel industry. .

(c) Details of Technology imported in last three years - Nil

(d) The expenditure incurred on Research & Development:

Particulars Rs . in Lacs
(2014-15)
Capital -
Recurring 83.96
Total 83.96

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars Rs . in Lacs
(2014-15)
Foreign Exchange Earnings:
FOB Value of Exports 6743.38
Foreign Exchange Outgo:
CIF Value of Imports 228.60
Travelling Expenses 33.41
Commission on Export Sales 30.43

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