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Anjani Foods Ltd.

BSE: 511153 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE096I01013
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OPEN 21.25
CLOSE 21.25
VOLUME 100
52-Week high 29.60
52-Week low 18.00
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Anjani Foods Ltd. (ANJANIFOODS) - Director Report

Company director report

To

The Members

ANJANI FOODS LIMITED

Your Directors hereby presents the 33rd Annual Report of your Company together with theAudited Statement of Accounts and the Auditors' Report of your company for the financialyear ended 31st March 2017. The summarized financial results for the year ended 31stMarch 2017 are as under:

Financial results

Amount in Lakhs

Consolidated

Standalone

Particulars

Year ended

Year ended

31-03-2017 31-03-2016 31-03-2017 31-03-2016
Total income 2317.94 1577.54 16.09 19.80
Operating profit before interest depreciation and tax 20.34 70.83 (54.02) (33.07)
Interest and financial charges 41.99 43.93 0.03 0.01
Depreciation 56.78 56.36 0.55 0.72
Profit before taxation (78.43) (29.46) (54.60) (33.80)
Provisions for taxation 17.37 7.43 17.20 (0.03)
Profit / (Loss) after taxation (95.81) (36.89) (71.80) (33.77)
Transfer to General Reserves - - - -
Provision for dividend - - - -
Provision for dividend tax - - - -
Balance carried to Balance Sheet 38.07 127.39 (71.80) (33.77)

REVIEW OF OPERATIONS:

During the period the consolidated total income of the Company increased to Rs.2317.94 lakhs as compared to Rs. 1577.54 lakhs of the previous year. The consolidatednet loss before tax for the period is f 78.43 lakhs as compared to Rs. 29.46 lakhs of theprevious 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 has increased which is reflected in the financial results ofthe Company. The company is in the process of expanding its business and strengthening itsretail 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.

3. Dividend:

In view of the loss the Directors have not recommended any dividend for the year.

4. Deposits:

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:

Six meetings of the board were held during the year as per the details given below:

S. No. Date of meeting Total No. of Directors on the Date of Meeting No. of Directors attended % of Attendance
1. 25.05.2016 7 7 100
2. 18.07.2016 8 8 100
3. 12.08.2016 8 8 100
4 26.08.2016 8 8 100
5. 14.11.2016 8 8 100
6. 10.02.2017 8 8 100

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

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 director's appointment and remuneration and other mattersprovided in section 178 of the Companies Act are as under:

• To provide the criteria for determining qualifications positive attributes andindependence of a director.

• To formulate remuneration principles for the directors key managerial personneland other senior employees of the company .

• To enable the company to attract retain and motivate employees to achieve theobjectives laid down by the company.

8. Directors:

There has been no change in the directorship of the company during the year underreview.

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 composition powers role and terms of reference of the Committee are in accordancewith the requirements mandated under Section 177 of the Companies Act 2013 The AuditCommittee as on 31 March 2017 comprised following three (3) Non-Executive Directors:

S.No. Name Positions held in the committee Number of Meetings held Number of meetings attended
1 S. Ram Kumar Chairman 4 4
2 P.V.R.L. Narasimha Raju Member 4 4
3 K.V. Vishnu Raju Member 4 4

The role of the Audit Committee flows directly from the Board of Director's overviewfunction which holds the Management accountable to the Board and the Board accountable tothe stakeholders. The term of reference of the Audit Committee broadly includes:-

i) acting as a catalyst in helping the organization achieve its objectives ‘

ii) The Audit Committee's primary role is to review the Company's financial statementsinternal financial reporting process internal financial controls the audit processadequacy reliability and effectiveness of the internal control systems and riskmanagement process vigil mechanism related party transactions monitoring process forcompliance with laws and regulations and the code of conduct.

iii) The Audit Committee also reviews Management letters and the responses thereto bythe Management. During the year under review.

iv) The Audit Committee held four (4) Meetings the dates of the meetings being 25 May2016 12 August 2016 14 November 2016 and 10 February 2017.

The Chief Financial Officer Internal Auditors Statutory Auditors and other Executivesas considered appropriate also attended the Audit Committee Meetings. Internal Audit andControl: M/s. V.R.K.S.S.Prasad & Associates Chartered Accountants are the InternalAuditors of the Company and their internal audit plan and remuneration are approved by theAudit Committee. The reports and findings of the Internal Auditor and the internal controlsystem are periodically reviewed by the Audit Committee.

11. Nomination and Remuneration Committee:

The composition powers role and terms of reference of the Committee are in accordancewith the requirements mandated under Section 178 of the Companies Act 2013 The AuditCommittee as on 31 March 2017 comprised following three (3) Non-Executive Directors andthe Nomination and Remuneration Committee meeting held on 25th May 2016

S.No. Name Positions held in the committee Number of Meetings held Number of meetings attended
1 P.V.R.L. Narasimha Raju Chairman 1 1
2 S. Ram Kumar Member 1 1
3 K.V. Vishnu Raju Member 1 1

12. The details about the policy developed and implemented by the company on corporatesocial responsibility initiatives taken during the year:

The Company has not developed and implemented any Corporate Social Responsibilitypolicy and initiatives as the said provisions are not applicable

13. 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.

14. Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of financial year of the Company to which thefinancial statements relate and date of the report.

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year of the Company to which the financialstatements relate and the date of the report. Further it is hereby confirmed that therehas been no change in the nature of business of the Company. However the Board ofDirectors of the Company at its meeting held on 18th July 2016 has approved the Scheme ofAmalgamation and Arrangement between Anjani Foods Limited and its Subsidiary Sai AdityaFoods and Retail Private Limited as per the applicable provisions of the Companies Act1956 / 2013 subject to receipt of requisite approvals. The Appointed Date as per theterms of the Scheme is 01st April 2016. The Scheme was approved by the Members of theCompany at Tribunal convened meeting on 22nd July 2017. In view of the afore-mentionedScheme of Amalgamation the Company had applied for an extension for holding its AnnualGeneral Meeting to the Registrar of Companies Hyderabad which was approved and extensionof three months was provided to the Company to hold its Annual General Meeting on orbefore December 31 2017. The matter was heard by Hon'ble National Company Law TribunalHyderabad Bench on 27.10.2017 and Orders are reserved.

15. 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

16. 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 no investments made in Subsidiary Company under Section 186 of theCompanies Act 2013 during the year under review.

17. Particulars of contracts or arrangements made with related parties Under Section188 of the Companies Act 2013:

None of the transactions with related parties fall under the scope of section 188(1) ofthe act. Information on transaction with related parties pursuant to section 134(3) (h) ofthe 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.

18. The change in the nature of business if any:

There was no change in the nature of Business.

19. The details of directors or key managerial personnel who were appointed or haveresigned during the year:

During the period under review an additional director Mr. P.Ranganath was appointed inan independent capacity with effect from 25.05.2016.

20. The names of companies which have become or ceased to be its Subsidiaries jointventures or associate companies during the year:

The Company has M/s. Sai Aditya Foods and Retail Private Limited as its Subsidiary.During the year no company has become or ceased to be its Subsidiaries joint ventures orassociate company.

21. Highlights on performance of subsidiaries associate and Joint Ventures andcontribution to the overall performance of the Company during the period under review:

The Performance of M/s. Sai Aditya Foods and Retail Private Limited is indicated below:

• Achieved production and sale of Rs. 22.83 crores. Highest ever achieved sinceinception of the Company.

• Turnover for the year under review was Rs. 23.02 crores compared to Rs. 15.58crores in the previous year recording an increase of 47.77%

• Profit after Tax (PAT) was of Rs. (0.24) crores compared to previous financialYear of Rs. (0.03) crores.

• Net worth of the Company stood at Rs. 3.67 crores.

22. Statement containing salient features of Financial Statement of Subsidiaries orAssociate Companies or Joint Ventures:

The statement showing salient features of M/s. Sai Aditya Foods and Retail PrivateLimited is attached in A0C-1 as Annexure -

23. 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 .

24. 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
K.V.Vishnu Raju Nil
P.V. R.L. Narasimha Raju Nil
K.Hari Babu Nil
S. Ramkumar Nil
K. Anuradha Nil
K. Aditya Vissam Nil
P.Ranganath Nil

 

Executive Directors Ratio to median remuneration
Ravichandran Rajagopal 2.109:1

b. The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary in the financial year:

Director Chief Financial Officer Company Secretary % of increase in remuneration in the financial year
Ravichandran Rajagopal - Whole Time Director Nil
Raja Sekhar Bantupalli - Chief Financial Officer Nil
R.K.Pooja - Company Secretary 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: 06

Aggregate remuneration of key managerial personnel (KMP) in FY 16-17 (Rs. In Lakhs) Amount
Revenue (Rs. In Lakhs) 16.09
Remuneration of KMP (as a % of revenue) 123.06
Profit before tax (PBT) (Rs. In Lakhs) (54.60)
Remuneration of KMP (as a % of PBT) (36.26)

 

Particulars March 31 2017 March 31 2016 % Change
Market capitalisation (Rs. Crores) 7.29 1.85 294.05
Price Earning Ratio (10.50) (5.68) (84.86)

 

Particulars March 31 2017 March 31 2016 % Change
Market price (BSE) 18.80 4.77 294.13

e. 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

Particulars R. Ravichandran R.K. Pooja
Remuneration in FY 16 (Rs. Crores) 0.15 0.048
Revenue(Rs. Crores) 0.16 0.16
Remuneration as % of Revenue 93.75 30
Profit before tax (PBT) (Rs. Crores) (0.55) (0.55)
Remuneration (as % of PBT) (27.27) (8.73)

f. 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.

g. Top 10 Employee in terms of remuneration drawn:

Pursuant to provisions of section 197 of the Companies Act 2013 and Rule 5 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the detailsof remuneration of the employees are given below:

Particulars Of Employees

S.No. Name Designation Previous Employment % of Equity Capital held
1 R.Ravichandran Executive Director Raasi Enterprises Ltd 0
2 B.Rajasekhar CFO Raasi Enterprises Ltd 0
3 Ch. Surya Prakash Sr. Manager (Acc) Raasi Enterprises Ltd 0
4 A.M.V.Prasad Raju Dy. Manager (Pur.) Raasi Enterprises Ltd 0
5 N.V.S.S.Subramanyam Raju AGM (Admin) Raasi Enterprises Ltd 0
6 R.K.Pooja Company Secretary - 0

25. 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.

26. Disclosure Requirements:

As per Regulation 27(2) of SEBI (Listing obligations & Disclosure Requirement)Rules 2015 which came into force on 01st December 2015 the company is exempted tosubmit quarterly corporate governance reports in the BSE Listing Centre. Pursuant tosection 177(9) of Companies Act 2013 read with rule 7 of Companies (Meetings of Board andits Powers) Rules the Board has adopted the Whistle Blower Policy. This policy aims forconducting the affairs in 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.

27. Auditors:

Pursuant to the provision of section 139 of the act and the rules framed thereunderM/s. M. Anandam & Co. Chartered Accountants Hyderabad (Firm Registration No.000125S) were appointed as Statutory Auditors in place of the retiring auditors of thecompany M/s. M.Bhaskara rao & Co. Chartered Accountants" Hyderabad (FirmRegistration No. 00459S) from the conclusion of 33rd Annual General Meeting held on28.12.2017 till the conclusion of 36th Annual General Meeting of the company to be held inthe year 2020 subject to ratification of their appointment at every subsequent AnnualGeneral Meeting.

28. 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 forthe financial year 2016-17 and the report of the secretarial auditor is annexed to thisreport

29. Clarifications on Auditors Comments in Auditors Report:

There were no comments or qualifications made by the statutory auditor during the year.

Explanations to the Qualifications made by Secretarial Auditor

Qualifications Reply
As required under Regulation 31(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 hundred percent of the shareholding of promoters and promoters group in not in dematerialized form. The company is in the process of dematerializing the shares held by the promoters.

30. 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 attached to thisreport.

31. 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

32. Acknowledgement:

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 : 30.11.2017 (DIN 00110930) (DIN 00480361)