ANJANI FOODS LIMITED
Your Directors hereby presents the 31st Annual Report of your Company together with theAudited Statement of Accounts and the Auditors' Report of your company for the financialyear ended 31st March 2015. The summarized financial results for the year ended 31stMarch 2015 are as under:
(Rs in lakhs)
| || |
|Particulars || |
| ||31-03-2015 ||31-03-2014 ||31-03-2015 ||31-03-2014 |
|Total income ||1740.42 ||2227.21 ||30.56 ||72.44 |
|Operating profit before interest depreciation and tax ||106.76 ||117.48 ||(15.38) ||32.65 |
|Interest and financial charges ||54.44 ||70.34 ||0.12 ||17.43 |
|Depreciation ||65.19 ||60.80 ||0.72 ||12.51 |
|Profit before taxation ||(12.87) ||(56.23) ||(16.22) ||(39.84) |
|Provisions for taxation ||19.55 ||33.39 ||0.85 ||32.42 |
|Profit/(Loss) after taxation ||(32.42) ||(89.62) ||(17.07) ||(72.26) |
|Transfer to General Reserves ||- ||- ||- ||- |
|Provision for dividend ||- ||- ||- ||- |
|Provision for dividend tax ||- ||- ||- ||- |
|Balance carried to Balance Sheet ||(32.42) ||(89.62) ||(17.07) ||(72.26) |
REVIEW OF OPERATIONS:
During the period the consolidated total income of the Company decreased to Rs 1740.42Lakhs as compared to Rs 2227.21 Lakhs of the previous year. The consolidated net lossbefore tax for the period is Rs 12.87 Lakhs as compared to Rs 56.23 of the previous year.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors confirm that in the preparation of Profit & Loss Account forthe year end and Balance
Sheet as at that date ("Financial Statements") that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DISCLOSURES UNDER SECTION 134 OF THE COMPANIES ACT 2013
1. State of affairs of the company:
The Company deals in the business of Food and Beverages segment. During the year theCompany's consolidated Income have been declined which is reflected in the financialresults of the Company for the year. The company is in the process of expanding itsbusiness and strengthening its retail presence by increasing the outlets.
2. Amounts if any they proposed to carry to any reserves:
In view of the loss your Board of Directors does not appropriate any amount to betransferred to General Reserves during the year under review.
In view of the loss the Directors have not recommended any dividend for the year.
Your company has not accepted any public deposits as such; no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the BalanceSheet.
5. Number of meetings of the Board:
Four meetings of the board were held during the year as per the details given below:
|Date of meeting ||Total No. of Directors on the Date of Meeting ||No. of Directors attended ||% of Attendance |
|29.05.2014 ||5 ||5 ||100 |
|13.08.2014 ||5 ||5 ||100 |
|13.11.2014 ||7 ||6 ||86 |
|11.02.2015 ||7 ||6 ||86 |
6. Board Evaluation:
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors pursuant to the provisions of the Act andthe corporate governance requirements as prescribed by Securities and Exchange Board ofIndia ("SEBI") under Clause 49 of the Listing Agreements ("Clause49").
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
In a separate meeting of Independent Directors performance of Non- Independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into accounts the views of Executive Directors and Non-ExecutiveDirectors. The same was discussed in the board meeting that followed the meeting of theIndependent Directors at which the performance of Board its committee and individualdirectors was also discussed.
7. Policy on Directors' appointment and remuneration and others details:
The company's policy on Directors appointment and remuneration including criteria fordetermining qualification positive attributes independence of a director and othermatters provided in section 178(3) of the companies act has been disclosed in theCorporate Governance Report which forms part of this directors' report.
There is no change in the offices held by the Directors of the company since lastAnnual General Meeting.
9. Internal Financial Control Systems and their Adequacy:
The details in respect of internal financial control and their adequacy are included inthe Management Discussion & Analysis and which forms a part of this report.
10. Audit Committee
The details pertaining to composition of Audit Committee are included in CorporateGovernance Report which forms a part of this report.
11. A statement on declaration given by independent directors under Sub-Section (6) ofSection 149:
The provisions of Section 149(6) relating to Independent Directors has been compliedwith.
12. Risk Management:
The Board of the company regularly reviews and had adopted measures to frame implementand monitor the risk management plan for the company. The Board is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. Major risk indentifiedif any by the business functions are systematically addressed through mitigating actionson a continuing basis
13. Particulars of Loans Guarantees or Investments Under Section 186 of the CompaniesAct 2013:
a) There were no loans guarantees made by the Company under Section 186 of theCompanies Act 2013 during the year under review.
b) There were Investments made in Subsidiary Company under Section 186 of the CompaniesAct 2013 during the year for an amount of Rs 1.50 Crores under review.
14. Particulars of contracts or arrangements made with related parties Under Section188 of the Companies Act 2013:
None of the transactions with related parties falls under the scope of section 188(1)of the act. Information on transaction with related parties pursuant to section 134(3) (h)of the act read with rule 8(2) of the companies (Accounts) Rules 2014 are given inAnnexure-1 in Form AOC-2 and the same forms part of this report.
15. The change in the nature of business if any:
There was no change in the nature of Business.
16. The details of directors or key managerial personnel who were appointed or haveresigned during the year:
There was no appointment or resignation of any director or Key Managerial Personnelsince the last Annual General Meeting.
17. The names of companies which have become or ceased to be its Subsidiaries jointventures or associate companies during the year:
The Company have M/s. Sai Aditya Foods and Retail Private Limited as its Subsidiary.During the year no company have become or ceased to be its Subsidiaries joint ventures orassociate company.
18. The details of significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future:
There are no material orders passed by the regulators or courts or tribunals impactingthe going concern status and company's operations in future
19. Particulars of Employees:
The information required under section 197 of the act read with rule 5(1) of thecompanies (appointment and remuneration of managerial personnel) rules 2014 are givenbelow:.
a. The ratio of remuneration of each director to the median remuneration of theemployees of the company for the financial year:
|Non Executive Directors ||Ratio to median remuneration |
|Kalidindi Venkata Vishnu Raju ||Nil |
|P.V. R.L. Narasimha Raju ||Nil |
|Hari Babu Kolluri ||Nil |
|S. Ramkumar ||Nil |
|K. Anuradha ||Nil |
|K. Aditya Vissam ||Nil |
|Executive Directors ||Ratio to median remuneration |
|Ravichandran Rajagopal ||2.109:1 |
b. The percentage increase in remuneration of each Director Chief Executuive OfficerChief Financial Officer Company Secretary in the financial yean
|Director Chief Financial Officer Company Secretary ||% of increase in remuneration in the financial year |
|Ravichandran Rajagopal - Whole Time Director ||Nil |
|Raja Sekhar Bantupalli ||Nil |
c. Percentage increase in median remuneration of employees in the financial year: Nil
d. The number of permanent employees on the rolls of the company: 02
e. The explanation on the relationship between average increase in remuneration and thecompanies performance: Nil
f. Comparison of the remuneration of key managerial personnel against the performanceof the company.
|Aggregate remuneration of key managerial personnel (KMP) in FY 15 (Rs In Lakhs) || |
|Revenue (Rs In Lakhs) ||30.55 |
|Remuneration of KMP (as a % of revenue) ||50 |
|Profit before tax (PBT) (Rs In Lakhs) ||(16.21) |
|Remuneration of KMP (as a % of PBT) ||(53) |
g. Variation in the market capitalisation of the company price earning ratio as at theclosing date of the current financial year and previous financial year.
|Particulars ||March 31 2015 ||March 31 2014 ||% Change |
|Market capitalisation (Rs Crores) ||2.34 ||3.26 ||(28.22) |
|Price Earning Ratio ||(14.02) ||(4.67) ||(66.69) |
h. Percentage increase over decrease in the market quotation of the shares of thecomapany comparison to the rate at which the company came out with the last public offer:
|Particulars ||March 31 2015 ||March 31 2014 ||% Change |
|Market price (BSE) ||6.03 ||8.41 ||(28.22) |
i. Average percentile increase already made in the salaries of emloyees other than themanagerial personnel in the last financial year and its comparision with percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: Nil
j. Comparision of each remuneration of key managerial personnel against the performanceof the company:
|Particulars ||R.Ravichandran ||Raja Sekhar B |
|Remuneration in FY 15 (Rs Crores) ||0.15 ||0.16 |
|Revenue (Rs Crores) ||0.31 ||0.31 |
|Remuneration as % of Revenue ||48 ||52 |
|Profit before tax (PBT) (Rs Crores) ||(0.16) ||(0.16) |
|Remuneration (as % of PBT) ||(90) ||(100) |
k. The key parameters for any variable component of remuneration availed by thedirectors: Nil
l. The ratio of remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess of the highest paid director duringthe year: Nil
m. Affirmation that the remuneration is as per the remuneration policy of the company:
The Company affirms remuneration is as per the Remuneration policy of the company.
20. Disclosure as per Sexual Harassment of Women at Work Place (Prevention Prohibitionand Redressal) Act 2013:
Your Company has adopted a policy in compliance to the provision of Sexual Harassmentof Women at Work Place (Prevention Prohibition and Redressal) Act 2013 and rules framedthere under in order to curb sexual harassment if any at work place of the company.
There were no complaints received by the company during the year under review.
21. Disclosure Requirements:
As per Clause 49 of the listing agreement entered into with the stock exchangecorporate governance report management discussion and analysis are attached which formpart of this report.
Pursuant to section 177(9) of Companies Act 2013 read with rule 7 of Companies(Meetings of Board and its Powers) Rules 2014 and Clause 49 of Listing Agreement theBoard has adopted the Whistle Blower Policy. This policy aims for conducting the affairsin a fair and transperant manner.
A Mechanism has been established which aims to provide a channel to the Directors andemployees to report genuine concerns about unethical behaviour actual or suspected fraudor violation of the Codes of Conduct or policy.
Pursuant to the provision of section 139 of the act and the rules framed thereunderM/s. M. Bhaskara Rao & Co. Chartered Accountants Hyderabad (Firm Registration No.00459S) were appointed as Statutory Auditors of the company from the conclusion of 30thAnnual General Meeting held on 20.09.2014 till the conclusion of 33rd Annual GeneralMeeting of the company to be held in the year 2017 subject to ratification of theirappointment at every subsequent Annual General Meeting.
23. Secretarial Auditors' Report:
In pursuance of Section 204 of the Companies Act 2013 Read with Rules made thereunder the Board has appointed M/s D. Hanumanta Raju & co. Practicing CompanySecretaries as Secretarial Auditor of the company to carry out the Secretarial Audit. Theexplanations to the observations comments & qualifications made by the secretarialauditor are as under:
1. The board of directors of the company have discussed in board meeting that thecompany is required to appoint a Company Secretary as per the provision of section 203 ofCompanies Act 2013 and relevant rules made there under. Also they expressed theirinability to find a suitable candidate for the post in-spite of continuous efforts made bythem. They have discussed the requirement of a good candidate with few professors andreputed Practicing Company Secretaries and Chartered Accountants known to them and arehoping to find a suitable candidate soon to meet requirements as per the act.
2. The company was continuously maintaining the official website i.ewww.raasienterprises.com. However due to some technical problems after the change in nameof the company the website of the company is inactive and the company is under theprocess of resolving the issue. The company is 1 taking steps to have a fullyupdated website with all required particulars and has initiated steps in this regard.
3. Due to change in the provisions of Companies Act 2013 the filing of the form wasnot done due to inadvertent reasons. However the consent was obtained from the Statutoryauditors for their appointment and the Company has initiated the steps to ratify the same.
24. Clarifications on Auditors Comments in Auditors Report:
There were no comments or qualifications made by the statutory auditor during the year
25. Annual Return:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished in AnnexureII and is attached to this Report.
26. Conservation of energy technology absorption foreign exchange earnings and outgo:
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is as under.
|A. Conservation of energy ||: Not Applicable |
|B. Technology absorption ||: Not Applicable |
|C. Foreign exchange earnings ||: NIL |
|D. Foreign exchange outgo ||: NIL |
We thank our customers vendors investors and bankers for their continued supportduring the year. We place on record our appreciation of the contribution made by ouremployees at all levels. Our consistent growth was made possible by their hard worksolidarity cooperationand support.
The Directors also thank the Government of India the Concerned State GovernmentsGovernment departments and Governmental Agencies for their co-operation.
| ||For and on behalf of Board || |
| ||R.Ravichandran ||K.V.VishnuRaju |
|Place: Hyderabad ||Wholetime Director ||Chairman |
|Date : 29.05.2015 ||DIN 00110930 ||DIN 00480361 |