|BSE: 532910||Sector: Others|
|NSE: N.A.||ISIN Code: INE125E01019|
|BSE 00:00 | 04 Mar||Anil Ltd|
|NSE 05:30 | 01 Jan||Anil Ltd|
|BSE: 532910||Sector: Others|
|NSE: N.A.||ISIN Code: INE125E01019|
|BSE 00:00 | 04 Mar||Anil Ltd|
|NSE 05:30 | 01 Jan||Anil Ltd|
Your Directors are pleased to present the 23rd Annual Report together withAudited Statement of Accounts of the Company for the financial year ended March 31 2016.
The standalone operating performance of your company for the financial year ended March31 2016 is depicted below:
OPERATIONS AND REVIEW (Companys Performance)
During the year under review total revenue from the standalone operations of yourCompany has increased to `. 114164.54 Lakhs from Rs. 93270.86 Lakhs in the previous yearat a growth rate of 22.40%. Operating Profit (EBITDA) was Rs. 19237.30 Lakhs against Rs.16746.79 Lakhs in the previous year. Profit after Tax for the year was Rs. 5559.34 Lakhsagainst Rs. 5493.36 Lakhs in the previous year. Detailed report on operations of andstructure of Business of the Company has been included in Management Discussion andAnalysis Report which forms part of this Annual Report.
Based on Companys performance and future business plans your Directors arepleased to recommend dividend of Rs. 1.00/- per equity share (previous year Rs. 2.00/- perequity share) on 9766166 equity shares of Rs. 10/- each for the year ended March 31 2016.The Dividend if approved by the shareholders will be paid to the eligible shareholderswithin the period stipulated under the Companies Act 2013. The Redeemable PreferenceShareholders are entitled to dividend of 8.00% per annum. Accordingly the Directors haverecommended for approval of the Members a dividend of Rs. 8.00 per Share on 3880000Redeemable Preference Shares of Rs. 100/- each for the ended March 31 2016.
MANAGEMENT DISCUSSION AND ANALYSIS (MDA):
A Separate report on Management Discussion and Analysis Report has been presented in aseparate section which forms part of this Annual Report.
SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:
Your Company has four subsidiary Companies out of which one company (Arav EnterprisePte. Ltd.) has became subsidiary company during the year under review and no company hasbeen ceased to be subsidiary during the year under review. Pursuant to Section 129(3) ofthe Companies 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.
The Company policy in place relating to material subsidiaries which available on theCompanys website at the link: "http://www.anillimited.com/investorsshareholder/policy.htm".
(i) Board of Directors:
The Company recognizes the importance of a diverse board in its success. The Board ofDirectors of your Company is lead by the Chairman and Managing Director and comprises twoExecutive Director and two Non Executive Independent Director on March 31 2016. ShriNalinkumar Thakur (DIN 03540700) was appointed as an Executive Director of the Companyw.e.f. November 6 2015.
Shri Anurag Kothawala (DIN 00059037) Shri Shashin Desai (DIN 03539693) and Prof.Indira Parikh (DIN 00143801) have resigned from the Board w.e.f. October 17 2015November 6 2015 and December 31 2015 respectively. Shri Amol Sheth (DIN 00025357)retires by rotation as director at the upcoming Annual General Meeting and being eligibleoffers himself for re-appointment. Particulars of the Director retiring by rotation andseeking reappointment are annexed to the notice convening the Annual General Meeting.
(ii) Meetings of Board of Directors:
The Board of Directors of the Company met five 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) Confirmation by Independent Directors and Separate Meeting:
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 Section 149 (8) read along with Schedule IVof the Companies Act 2013 separate meeting of the Independent Directors of the Companywas held on August 3 2015 without the attendance of Non-Independent Directors andmembers of management. The Independent Directors reviewed the performance ofnon-independent directors and the Board as a whole; the performance of the Chairperson ofthe Company taking into account the views of Executive Directors and Non-ExecutiveDirectors and assessed the quality quantity and timeliness of flow of information betweenthe Company Management and the Board that is necessary for the Board to effectively andreasonably 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 the Board has adopted method for evaluating itsperformance and also of its Committees and individual Directors Chairman of the Board.Detailed information on this has been included in Corporate Governance Report which formspart 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) 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 31 2016 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 31 2016 and of the profit of the companyfor the year ended on that date; (iii) proper and sufficient care has been taken formaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for prevention and detection of fraud andother irregularities; (iv) the annual financial statements have been prepared on a goingconcern basis; (v) proper internal financial controls are in place and are adequate andare operating effectively; and (vi) the systems to ensure compliance with the provisionsof all applicable laws are in place 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. Policy on Corporate SocialResponsibility is available on the website of the Company athttp://www.anillimited.com/investorsshareholder/ policy.htm. Report on CSR activities asrequired under the Companies (Corporate Social Responsibility Policy) Rules 2014 has beenappended as Annexure B to this Report.
Your Company is committed to maintain highest standards of corporate governance andpractices. In line with the requirements of applicable Act Regulations your Company hasin place all the statutory Committees as required. A detailed report on CorporateGovernance along with the Compliance Certificate obtained from the practicing CompanySecretary Forms part of this Annual Report.
M/s. Parikh & Majmudar Chartered Accountants Ahmedabad were appointed asStatutory Auditors of your Company at the Annual General Meeting held on 30th September2014 for a term of four consecutive years. As per the provisions of Section 139 of theCompanies Act 2013 the appointment of Auditors is required to be ratified by Members atevery Annual General Meeting. The Notes on Financial Statements are referred to in theAuditors Report are self explanatory and do not call for any further comments.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/S. SPANJ& ASSOCIATES a firm of Company Secretaries in Practice to undertake the SecretarialAudit of the Company for the year under review. The Board has duly reviewed theSecretarial Auditors Report and the comments appearing in the report areself-explanatory and do not call for any further explanation by the Board of Directors asprovided under section 134 of the Act. The Secretarial Audit Report is annexed herewith as"Annexure C".
During the year under review your Company has neither accepted nor renewed any PublicDeposits.
The Companys buildings plant and machineries stocks and other propertieswherever necessary 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.
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
ITERNAL 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.
We thank our customers vendors investors bankers for their continued support duringthe year. We place on record our appreciation of the contribution made by our employees atall levels and look forward for their continued support in the future.
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:
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 disqualification issubsequently removed then the said person shall be eligible to be appointed as ExecutiveDirector.
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 expertisepossessed by a person 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 Companys 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 Lakhs 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 Companys 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 Boards 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.
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.
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.
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 Companys 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 the Nominationand 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.
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 - D to the Directors Report
Form No. AOC -2
Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arms lengthbasis:
(a) Name(s) of the related party and nature of relationship: NIL (b) Nature ofcontracts/arrangements/transactions: (c) Duration of the contracts /arrangements/transactions:
(d) Salient terms of the contracts or arrangements or transactions including the valueif any: (e) Justification for entering into such contracts or arrangements or transactions(f) Date(s) of approval by the Board: (g) Amount paid as advances if any:
(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to section 188:
2. Details of material contracts or arrangement or transactions at armslength basis:
(a) Name(s) of the related party and nature of relationship: Anil Mines And MineralsLtd. (AMML)
(b) Nature of contracts/arrangements/transactions: AMML - For Supply of Raw materialviz. Maize
(c) Duration of the contracts / arrangements/transactions: AMML Approval ofmembers have been obtained in Annual General Meeting of the Company held on September 302015
(d) Salient terms of the contracts or arrangements or transactions including the valueif any: AMML - Purchase of Raw Material viz. Maize at arms length price basis (For detailsof transactions during the year refer Note 34 to the standalone financial statements)
(e) Date(s) of approval by the Board if any: AMML May 29 2015
(f) Amount paid as advances if any: AMML Nil
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 DirectorsReport.
A. CONSERVATION OF ENERGY:
(a) Energy Conservation measures taken:
Anil has continued its efforts to improve energy usage efficiencies. It is an ongoingprocess at the plant and the company has constantly striving to improve the performance soas to reduce energy consumption and as a part of conservation of energy several measureshave been taken during the year under review.
Impact of above measures taken:
The measures taken have resulted in lower energy consumption and increase inefficiencies.
(b) Steps taken by the Company for utilizing alternate sources of energy: None
(c) The Capital investment on energy conservation equipment: NIL
B. TECHNOLOGY ABSORPTION
(a) Efforts made towards technology absorption:
To achieve technology advantage it has become need to business to make continuouseffort for adoption of new technologies. Through continuous interaction with our R & Dteam your Company has continued its best endeavor to absorb the best technology.
(b) The benefits of technology absorption:
As a measure of technology absorption your company has improved the quality of theexisting products and has also developed various new products during the year underreview:
(c) Details of Technology imported in last three years - Nil
(d) The expenditure incurred on Research & Development:
C. FOREIGN EXCHANGE EARNINGS AND OUTGO: