Your Directors have pleasure in presenting 43rd Annual Report together withthe Audited Statement of Accounts of the Company for the year ended 31st March2019. The consolidated performance of the Company and its subsidiaries has been referredto wherever required.
The Performance of the Company for the financial year ended on 31st March2019 is summarized below:
| || || || ||(Rs. in Lacs) |
| || |
|Particulars ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Revenue from operations ||60453.82 ||60967.09 ||60453.82 ||60967.09 |
|Other Income ||1183.91 ||2682.48 ||1199.41 ||2682.48 |
|Profit/ (Loss) before Depreciation Finance Cost Exeptional items & Tax Expenses ||(902.62) ||3064.20 ||(822.93) ||3103.32 |
|Less: Depreciation ||89.46 ||93.27 ||89.46 ||93.27 |
|Profit/ (Loss) before Finance Cost Exceptional Items and Tax Expenses ||(992.08) ||2970.93 ||(912.39) ||3010.05 |
|Less: Finance Cost ||1274.47 ||1227.20 ||1274.61 ||1227.40 |
|Profit/ (Loss) before Exceptional Items and Tax Expenses ||(2266.55) ||1743.73 ||(2187.00) ||1782.65 |
|Add/ (Less): Exceptional items || || || || |
|Profit (Loss) before tax expenses ||(2266.55) ||1743.73 ||(2187.00) ||1782.65 |
|Less: Current tax ||0.33 ||385.00 ||0.56 ||385.50 |
|Less: Deferred tax ||(746.70) ||(24.91) ||(746.70) ||(24.91) |
|Less: Earlier Taxes paid ||- || ||- ||3.09 |
|Profit (Loss) for the year from continuing operations (A) ||(1520.18) ||1383.64 ||(1440.86) ||1418.97 |
|Profit (Loss) from discontinuing operations before tax || || || || |
|Less: Current tax || || || || |
|Less: Deferred tax || || || || |
|Profit (Loss) from discontinuing operations after tax (B) || || || || |
|Profit (Loss) for the year (A+B) ||(1520.18) ||1383.64 ||(1440.86) ||1418.97 |
|Add: Share of Profit (Loss) of associate || || ||(78.36) ||(37.08) |
|Profit (Loss) for the year after Minority interest and Share of Profit/(Loss) of Associates ||(1520.18)) ||1383.64 ||(1519.22) ||1381.89 |
|Add: Other Comprehensive Income ||11.29 ||1.73 ||11.29 ||1.73 |
|Total Comprehensive Income ||(1508.89) ||1385.37 ||1507.93 ||1383.62 |
|Balance brought forward from previous year ||28771.72 ||27386.34 ||39346.35 ||41001.74 |
|Amount Available for Appropriation ||27262.83 ||28771.72 ||37552.65 ||39346.35 |
|Transfer to General Reserve || || || || |
|Proposed Dividend on Equity Shares || || || || |
|Tax on Dividend || || || || |
|Surplus carried to Balance Sheet ||27262.83 ||28771.72 ||37552.65 ||39346.35 |
|Paid Up Equity Share Capital ||2775.35 ||2775.35 ||2775.35 ||2775.35 |
|Earnings Per share (Rs.10/- each)Basic & Diluted (in Rs.) ||(5.48) ||4.99 ||(5.43) ||4.99 |
INDIAN ACCOUNTING STANDARDS (Ind AS)
As mandated by the Ministry of Corporate Affairs the Company has adopted IndianAccounting Standards ("Ind AS") from 1st April 2017. The financialstatements of the Company for the financial year 2018-19 have been prepared in accordancewith Ind AS prescribed under Section 133 of the Companies Act 2013 read with theCompanies (Indian Accounting Standards) Rules 2015 and the other recognized accountingpractices and policies to the extent applicable.
Your Company is exploring new business opportunities; therefore it is necessary toconserve the funds to meet these investment opportunities which your Board believes wouldenhance the shareholders wealth in coming period. Thus your Board has not recommended anydividend for the financial year 2018-19.
AMOUNT TRANSFERRED TO RESERVE
The Board of Directors has not proposed any amount for transfer to reserves for theyear ended 31st March 2019.
CHANGE IN NATURE OF BUSINESS
During the year there was no change in the nature of business of the company.
During the year Company's total revenue stood at Rs. 61637.73 Lacs as compared toprevious year figures Rs. 63649.57 Lacs. The net Loss for the year stood at Rs. 1520.18Lacs as compared to previous year net profit of Rs. 1383.64 Lacs. The loss is primarily
attributable to additional provisions created for Trade Receivables as well as forAdvances to Suppliers apart from that all the business segments performed satisfactoryduring the year.
On a consolidated basis the total revenue stood at Rs. 61653.23 Lacs as compared toprevious year figures Rs. 63649.57 Lacs and net loss for the year stood at Rs. 1440.86Lacs as compared to previous year net profit Rs. 1418.97 Lacs.
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 Mining Business
On Mining Business front the year under review has remained satisfactory as yourcompany has further progressed towards obtaining necessary permissions/approvals from Forest and Environment Department which your company expect to receive in currentfinancial year thereafter operations from the said mine can be started. Your Company isalso contesting the issues pertaining to some mines before the Court of Law but it maytake substantial time but your Company is optimistic of overcoming these hurdles.
Better profitability and turnover is expected from mining activities in future.
Real Estate Business
The real estate segment of your company has performed well during the financial year2018-19. The integrated township project 'Active Acres' at Kolkata by M/s. MahakoshProperty Developers a partnership firm wherein your Company is partner with major stakeis continuously getting good response from all segments of public even in the phase ofrecession in the real estate sector. 4 completed towers of the project almost completelysold and thousands of happy and satisfied customers residing in the township. 5thtower is also 75% booked and construction work of 6th tower is also inprogress. In addition to that one Commercial Tower is also under construction with approx.240000 sq. ft. saleable area various famous brands have approached for getting space inthe said commercial building on lease/sale basis.
New project of the company comprising of service apartments and luxury residences inthe name of 'One Rajarhat' at Kolkata with 320 apartments is also performing well. Companyhas received a very good response and around 200 units have already been booked.
The Company has not accepted any deposits from the public within the meaning of Section73 of the Companies Act 2013 read with the rules made thereunder.
The Company has not received any unsecured loan from director during the financialyear.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
There were no funds which were required to be transferred to Investor Education andProtection Fund during the year. The Company has designated Mr. Shailesh Kumath as a NodalOfficer for the purpose of IEPF. The details of nodal officer is available on Company'swebsite www.anikgroup.com.
During the year under review the Company has not raised any paid up share capital. ThePaid up Equity Share Capital as at 31st March 2019 stood at Rs. 277534860/-.The Company has not issued shares with differential voting rights nor has granted anystock option or sweat equity shares. As on 31st March 2019 none of theDirectors of the Company hold instruments convertible into equity shares of the Company.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129(3) of the Companies Act 2013 andRegulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Consolidated F inancial Statements form part of this Annual Report. TheConsolidated Financial Statements are prepared in accordance with the Indian AccountingStandards (IND AS) notified under section 133 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014. The Consolidated F inancial Statements for the financialyear ended 31st March 2019 are the Company's first IND-AS compliant annualconsolidated financial statements with comparative figures for the year ended 31stMarch 2019.
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
A separate report on Corporate Governance in terms of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms integral part of this report. Certificateregarding compliance of conditions of Corporate Governance Report issued by PracticingCompany Secretory is attached separately to this report.
Management Discussion and Analysis Report as required under Regulation 34 of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 is attached separately to this Annual Report.
DIRECTOR'S 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 31stMarch 2019; the applicable accounting standards have been followed along with properexplanation relating 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/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. Shivam Asthana (DIN: 06426864) Whole-Time Director of the Company retires byrotation in accordance with the provisions of the Articles of Association of the Companyand being eligible offer himself for reappointment.
During the year at the Annual General Meeting held on 25th September 2018Mr. Nilesh Jagtap (DIN: 08206539) has been appointed as an Independent Director of theCompany for a term of five years w.e.f. 25.08.2018 Mr. Vijay Rathi has been reappointedas independent director of the Company for second term of five years commencing from 01stApril 2019.
Further Ms. Amrita Koolwal (DIN: 07144693) was appointed as Independent Director ofthe Company for a term of five years in the 39th Annual General Meeting held on23.09.2015. The Board based on the performance evaluation and as per the recommendationof the Nomination and Remuneration Committee recommends the re-appointment of Ms. AmritaKoolwal for second term of 5 (five) consecutive years commencing from 31stMarch 2020 to 30th March 2025 for approval by the Shareholders.
Details of the proposal for appointment/ re-appointment of Directors are mentioned inthe Notice of the Annual General Meeting.
Mr. Hari Narayan Bhatnagar (DIN: 06732072) and Mr. Kamal Kumar Gupta (DIN: 03600096)have resigned from the post of Independent Directors of the Company w.e.f. 08.05.2018 and17.05.2018 respectively. The Board appreciated the valuable services rendered by themduring their tenure as member of the Board.
Declaration by Directors:
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.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations under section 149(7) that they meetthe criteria of independence as laid down under Section 149(6) of the Companies Act 2013and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
LISTING OF SHARES
The equity shares of the Company are listed on the National Stock Exchange of IndiaLtd. (NSE) and the BSE Limited (BSE). The listing fee for the year 2019-20 has alreadybeen paid to both the Stock Exchanges.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATES
As on 31.03.2019 Company has one subsidiary company i.e. M/s Revera Milk & FoodsPrivate Limited. Your Company holds 86.61% holdings in M/s Revera Milk & Foods PrivateLimited.
Pursuant to the provisions of Section 129 134 and 136 of the Companies Act 2013 readwith rules framed thereunder and Regulation 33 of the SEBI Listing Regulations theCompany had prepared consolidated financial statements of the Company and its subsidiaryand a separate statement containing the salient features of financial statement ofsubsidiary in Form AOC-1 is given in the "Annexure A" which forms part ofthis Annual Report.
In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of its subsidiary are available on our websitewww.anikgroup.com. These documents will also be available for inspection till the date ofthe AGM during business hours at our registered office of the Company.
The Company does not have any j oint venture or associate Company.
NUMBER OF MEETINGS OF THE BOARD
The Board met 8 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.
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act SEBIListing Regulations and the Guidance Note on Board Evaluation issued by the Securities andExchange Board of India on January 5 2017.
The Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Committees. Theevaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department. The Directors expressed theirsatisfaction with the evaluation process.
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
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 onarm's length basis and were in the ordinary course of the business. During the year theCompany had not entered into any contract/ arrangement/ transaction with related partieswhich could be considered material in accordance with the policy of the Company onmateriality of related party transactions. Thus F orm AOC 2 is not required.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink: http://anikgroup.com/Related Party Policy-Anik.pdf
A statement showing the disclosure of transactions with related parties as requiredunder Ind AS 24 is set out under Note 38 to the standalone financial statements.
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 "AnnexureB" forming part of this report.
PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES
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 "AnnexureC" forming part of this report.
During the year under review none of the employee of the company is drawing more thanRs. 10200000/- per annum or Rs. 850000/- per month for the part of the year. Theinformation required under Rule 5(2) and (3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in the Annexure formingpart of this Report. In terms of the first provision to Section 136 of the Act the Reportand Accounts are being sent to the Members excluding the aforesaid Annexure. Any Memberinterested in obtaining the same may write to the Company Secretary at the RegisteredOffice of the Company.
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 andunder Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 adopted by the Board is appended as "Annexure D" formingpart of this report.
The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this report. All the recommendations made 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 the Regulation 22 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 to report genuineconcerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on theCompany's website i.e. www.anikgroup.com.
Pursuant to section 134 (3) (n) of the Companies Act 2013 & Regulation 17(9) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofthe Company has formed a Risk Management Committee to frame implement and monitor theRisk Management Plan for the Company. The details of risk have been covered in theManagement Discussion and Analysis Report forming part of the Boards report.
CORPORATE SOCIAL RESPONSIBILITY CSR)
The Company has constituted a CSR Committee in accordance with Section 135 of theCompanies Act 2013. For other details regarding the CSR Committee please refer to theCorporate Governance Report which is a part of this report.
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 Company's website at the linkhttp://anikgroup.com/images/Corporate%20Social%20Responsibilitv% 20(CSR)%20Policy.pdf
The Annual Report on CSR activities is attached as "Annexure E" formingpart of this report.
AUDITORS & AUDITORS REPORT
M/s SMAK & Co. Chartered Accountants (Firm Registration No. 020120C) have tenderedtheir resignation w.e.f. 29.08.2019 from the position of Statutory Auditors of the Companydue to retirement of the signing (auditing) partner of their firm who was engaged forstatutory audit of the Company. As envisaged by Section 139(8) of the Companies Act2013 casual vacancy caused by the resignation of auditor can be filled by theshareholders in General Meeting within three months from the date of recommendation of theBoard of Directors of the Company. The Board of Directors of the Company recommended atits meeting held on 28th August 2019 that M/s. S N Gadiya & Co. CharteredAccountants (Firm Registration No. 002052C) Indore be appointed as the Statutory Auditorsof the Company to fill the casual vacancy.
M/s. S N Gadiya & Co. Chartered Accountants (Firm Registration No. 002052C) haveconveyed their consent to be appointed as the Statutory Auditors of the Company along witha confirmation that their appointment if made by the members would be within the limitsprescribed under the Companies Act 2013. They have also confirmed that they hold a validcertificate as required under the provisions of Regulation 33 of the Listing Regulations.
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 year2018-19. The Secretarial Audit Report for the financial year 2018-19 is annexed herewithas "Annexure F" forming part of this report.
The comments referred to by the Secretarial Auditors in their Report are selfexplanatory except the following:
Secretarial Auditors Comment:
1. Company submittedfinancial resultsfor the quarter and year ended 31sMarch 2018 and quarter & half year ended 30h September 2018 and quarterended 31s December 2018 after due date with Stock Exchange under Regulation 33of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.
Explanation of Board of Directors:
For the quarter and year ended 31st March 2018 the financial results couldnot be submitted within time because Board Meeting for approval of results could not beheld due to non availability of quorum. The said meeting held after due date.
F or quarter & half year ended 30th September 2018 and quarter ended 31stDecember 2018 the financial results could not be submitted within time because Mr.Manish Shahra Chairman and Managing Director of the Company was out of India upto duedate of submission of financial results.
The Company does not falls within the provisions of section 148 of Companies Act 2013read with Companies (Cost records & Audit) Rules 2014 therefore no such records arerequired to be maintained and company was not required to appoint cost Auditor for the Financial year 2018-19.
The Board has appointed M/s Mayank Chandak & Associates' (Firm RegistrationNumber: 016689C) as Internal Auditor of the company and takes his suggestions andrecommendations to improve and strengthen the internal control systems. The AuditCommittee reviews adequacy and effectiveness of the Company's internal control environmentand monitors the implementation of audit recommendations.
PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the code as per SEBI (Prohibition of InsiderTrading) Regulations 2015 The Details of the said code is available on website of theCompany at the weblink:
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 is not applicableto your Company for the financial year ending March 312019.
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.
The Company complies with all applicable mandatory secretarial standards issued by theInstitute of Company Secretaries of India.
IMPLEMENTATION OF CORPORATE ACTION
During the year under review the Company has not failed to implement any CorporateActions within the specified time limit.
Credit rating obtained along with revisions thereto for bank facilities of the Companyduring FY 2018-19 as under:
|SN. ||Rating Agency ||Facilities ||Credit Rating as on 01.04.2018 ||Credit Rating revised on12.03.2019 ||Reason for downgrade in credit ratings |
|1. ||CARE Ratings Ltd. ||Long term Bank Facilities ||CARE BB+ (Double B Plus); Stable ||CARE B+ (Single B Plus) Stable Issuer not Cooperating ||The reason of downward rating of Company by CARE Rating Limited are as follows: |
| || || || || ||1. There has been significant drop in the share price of Company. |
|2. ||CARE Ratings Ltd. ||Short term Bank Facilities ||CARE A4 (A Four) ||CARE A4 (A Four; Issuer not Cooperating) ||2. Increase in investment in Real Estate Segment. |
| || || || || ||3. Losses in December quarter result ofFY 2018-19 |
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 G" formingpart of this report. The same is also available at Company's website ww.anikgroup.com.
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.An Internal Complaints Committee (ICC) has also been set up to redress complaints receivedon sexual harassment. There was no complaint received from any employee during thefinancial year 2018-19 and hence no complaint is outstanding as on 31.03.2019 forredressal.
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 |
| ||MANISH SHAHRA |
| ||Chairman & Managing Director |
| ||DIN: 00230392 |
|Place : Indore || |
|Dated: 28th August 2019 || |