ANJANI FOODS LIMITED
Your Directors hereby presents the 35th Annual Report of your Companytogether with the Audited Statement of Accounts and the Auditors' Report of your companyfor the financial year ended 31st March 2019. The summarized financialresults for the year ended 31st March 2019 are as under:
|Particulars ||31-03-2019 ||31-03-2018 |
|Total income ||2387.50 ||2049.85 |
|Operating profit before interest depreciation and tax ||113.81 ||106.53 |
|Interest and financial charges ||33.75 ||32.51 |
|Depreciation ||66.66 ||67.57 |
|Profit before taxation ||13.41 ||6.45 |
|Provisions for taxation ||12.13 ||(23.91) |
|Profit / (Loss) after taxation ||1.27 ||(17.45) |
|Transfer to General Reserves ||- ||- |
|Provision for dividend ||- ||- |
|Provision for dividend tax ||- ||- |
|Other Comprehensive Income ||11.36 ||(3.23) |
|Balance carried to Balance Sheet ||12.63 ||(20.68) |
REVIEW OF OPERATIONS:
During the period the total income of the Company increased to Rs. 2387.50 lakhs ascompared to Rs. 2049.85 lakhs of the previous year. The net profit before tax for theperiod is Rs. 13.41 lakhs as compared to net profit of Rs. 6.45 lakhs of the previousyear. The net earnings after tax and comprehensive income has increased to 12.63 lakhs ascompared to a net loss of Rs. 20.68 lakhs in 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 Income has increased which is reflected in the financial results of the Company.The company has expanded its business in Telangana by opening Students Cafe outlets withincollege campuses in the city of Hyderabad catering to the young crowd's tastes andpreferences.
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.
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:
Secretarial Standards as applicable have been complied with. Five meetings of the Boardwere 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. 30.05.2018 ||8 ||8 ||100 |
|2. 14.08.2018 ||8 ||6 ||75 |
|3. 31.08.2018 ||8 ||6 ||75 |
|4 14.11.2018 ||8 ||6 ||75 |
|5. 14.02.2019 ||8 ||7 ||88 |
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 Theperformance of the Board was evaluated by the Board after seeking inputs from all thedirectors 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 and other mattersprovided in section 178 of the Companies Act are as under:
NOMINATION AND REMUNERATRION POLICY OF ANJANI FOODS LIMITED INTRODUCTION
The Remuneration Policy of Anjani Foods Limited (the "Company") is alignedwith the compensation philosophy of its competitors which is to pay competitively andreward performance. To achieve this philosophy total compensation is based on employee'srole market value of job and employees contributions.
This Policy is designed to attract motivate and retain talent by creating a congenialwork environment encouraging initiatives personal growth and team work and inculcatinga sense of belonging and involvement besides offering appropriate remuneration packagesand retirement benefits.
The policy reflects the Company's objectives for good corporate governance as well assustained long term value creation for shareholders.
This Remuneration Policy applies to Directors and senior management including its KeyManagerial Personnel (KMP) of the Company.
Act means the Companies Act 2013 and Rules framed there under as amended fromtime to time.
"Board" means Board of Directors of the Company.
"Committee" means Nomination and Remuneration Committee constituted bythe Board "Directors" mean Directors of the Company.
"Key Managerial Personnel" means
Chief Executive Officer or the Managing Director or Manager
Chief Financial Officer;
Company Secretary; and
such other officer as may be prescribed by the Companies Act 2013.
"Executive Directors" mean Managing Director/ Jt. Managing Director andWhole Time Director if any.
"Senior Management" means personnel of the company who are members ofsenior leadership typically vice presidents or equivalent and higher position levels.
2. GUIDING PRINICIPLE
The guiding principle is that the remuneration and the other terms of employment shouldeffectively help in attracting and retaining talented employees.
While designing remuneration packages industry's best practices cost of living andpotential of employees are also taken into consideration.
3. POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR KMP AND SENIORMANAGEMENT PERSONNEL
a) The remuneration package of KMP will be determined by the Committee and recommendedto Board for approval. In addition the approval of the shareholders of the Company andCentral Government wherever required will be obtained for the remuneration package ofExecutive Directors. The remuneration package of other senior management personnel will berecommended by Chairman & Managing Director and submitted to Committee for approval.
b) The remuneration package of Executive Directors shall be in accordance with thepercentage / slabs / conditions laid down in the Act.
c) Increments to the existing remuneration package of Executive Directors may berecommended by the Committee to the Board which should be within the slabs approved by theShareholders.
3.2. Where any insurance is taken by the Company on behalf of its Directors ExecutiveDirectors Wholetime Director Chief Executive Officer Chief Financial Officer theCompany Secretary and any other employees for indemnifying them against any liability thepremium paid on such insurance shall not be treated as part of the remuneration payable tosuch personnel.
4. REMUNERATION TO EXECUTIVE DIRECTORS KMP AND SENIOR MANAGEMENT PERSONNEL:
4.0. 1. Pay and Allowances:
The Executive Directors KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Committee or Board on the recommendation ofthe Committee. The remuneration comprises of basic pay and allowances in addition toperquisites such as contribution to Provident Fund Gratuity group life insurance groupmedical insurance etc.
4.0. 1.1.Minimum Remuneration:
If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Executive Directors in accordance with theprovisions of Schedule V of the Act and if it is not able to comply with such provisionswith the previous approval of the Central Government.
4.0. 1.2.Provisions for excess remuneration:
If any Whole-time Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Act or without thesanction of the Central Government where required he / she shall refund such sums to theCompany and until such sum is refunded hold it in trust for the Company. The Companyshall not waive recovery of such sum refundable to it unless permitted by the CentralGovernment.
5. Remuneration to Independent Directors:
The remuneration/commission shall be fixed as per the slabs and conditions mentioned inthe Act.
a) Sitting Fees:
Independent Director may receive remuneration by way of fees for attending meetings ofBoard or Committee thereof. Provided that the amount of such fees shall not exceed theamount fixed by the Board from time to time.
Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Act.
c) Stock Options:
An Independent Director shall not be entitled to any stock options of the Company.
d) Expenses for attending meetings
The expenses incurred by the Independent Directors for attending the meetings of Boardof Directors and Committees of the Board shall be reimbursed by the Company oralternatively the Company may provide air tickets lodging facility and conveyance to theIndependent Directors.
6. Disclosure of information
Information on the total remuneration of members of the Company's Board of DirectorsWhole time Directors and KMP/senior management personnel may be disclosed in the Company'sannual financial statements/ Annual Report as per statutory requirements.
7. Application of the Remuneration Policy
This Remuneration Policy shall continue to guide all future employment of DirectorsCompany's Senior Management including Key Managerial Personnel.
8. Performance evaluation criteria for Independent Directors:
The Board of Directors evaluates the performance of independent directors on yearlybasis.
a. All pecuniary relationship or transactions of the non-executive directors
The Company has paid Rs. 4000/- as fees for attending Board meetings each to Mr.P.V.R.L.Narasimha Raju and Mr. S.Ram Kumar and Rs. 3000 to Mr. K.Hari Babu(Non-Executive- Independent Director) and Rs. 1000/- each to Mr. K.Aditya Vissam and Ms.K.Anuradha during the financial year ended on March 31 2019.
b. Disclosure with respect to remuneration:
No other element of remuneration package is paid to the Non-Executive Directors exceptpayment of sitting fees to the Independent Non Executive Director as disclosed above.
The Company did not issue any stock options during the year.
One meeting of the committee were held during the year on 14.02.2019 which was attendedby all committee members.
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 Nomination& Remuneration Committee as on 31 March 2019 comprised following three (3)Non-Executive Directors:
|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 |
8. 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.
9. 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 2019 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 30 May2018 14 August 2018 14 November 2018 and 14 February 2019.
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. Stakeholders Relationship 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 TheStakeholders Relationship Committee as on 31 March 2019 comprised following three (3)Directors: 4 (Four) meetings were held throughout the year on 30.06.2018 28.09.201831.12.2018 and 29.03.2019
|S No. Name ||Positions held in the committee ||Number of Meetings held ||Number of meetings attended |
|1 S. Ram Kumar ||Chairman ||4 ||4 |
|2 R.Ravichandran ||Member ||4 ||4 |
|3 K.Hari Babu ||Member ||4 ||4 |
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 are no such material changes that have affected the financial position of thecompany that needs to be disclosed.
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:
During the year under review the company had advanced loan as "Inter CorporateDeposits" with M/s. Senta Foodwork Private Limited.
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 no person was appointed as a director. There wasresignation by two (2) Non-executive Independent Directors from the Board. Mr.P.V.R.L.Narasimha Raju & Mr. S.Ram Kumar resigned from their ex-officio with effectfrom 14.02.2019. Their resignations were accepted by the Board.
20. The names of companies which have become or ceased to be its Subsidiaries jointventures or associate companies during the year:
During the year under review there was no such instance..
21. Highlights on performance of subsidiaries associate and Joint Ventures andcontribution to the overall performance of the Company during the period under review:
22. Statement containing salient features of Financial Statement of Subsidiaries orAssociate Companies or Joint Ventures:
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 ||1.43:1 |
b. The percentage increase in remuneration of each Director Chief Executuive 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 : 10%
d. The number of permanent employees on the rolls of the company: 135
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:
|Particulars ||R.Ravichandran ||R.K.Pooja |
|Remuneration in FY 18-19 ||0.15 ||0.055 |
|(Rs. Crores) || || |
|Revenue(Rs. Crores) ||23.88 ||23.88 |
|Remuneration as % of Revenue ||0.63 ||0.23 |
|Profit before tax (PBT) (Rs. Crores) ||0.13 ||0.13 |
|Remuneration (as % of PBT) ||115.38 ||42.31 |
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.
25. Disclosure as per Sexual Harassment at Work Place (Prevention Prohibition andRedressal) Act 2013:
The Company has zero tolerance towards sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment of in line with theprovisions of the Sexual Harassment of women at workplace (Prevention Prohibition andRedressal) Act 2013 and rules framed there under. The Policy aims to provide protectionto employees and prevent and redress complaints of sexual harassment and for mattersconnected or incidental thereto with the objective of providing a safe workingenvironment where employees feel secure. The Company has formed the Internal Complaints
Committee and the members have been emphasized on the roles and responsibilities. TheInternal Complaints Committee as on 31 March 2019 comprised following three (3) members:
|S No. Name ||Positions held in the committee ||Designation in the company |
|1 K.Anuradha Raju ||Chairperson/Presiding Officer ||Woman Director |
|2 S.Subba Raju ||Member ||HR Manager |
|3 R.K.Pooja ||Member ||Company Secretary |
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 isexempted to submit quarterly corporate governance reports in the BSE Listing Centre.Pursuant to section 177(9) of Companies Act 2013 read with rule 7 of Companies (Meetingsof Board and its Powers) Rules the Board has adopted the Whistle Blower Policy. Thispolicy aims for conducting 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.
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 from the conclusion of 33rdAnnual General Meeting held on 28.12.2017 for a period of 5 years.
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 2018-19 and the report of the secretarial auditor is annexed to thisreport
29. Clarifications on Auditors Comments in Auditors Report :
There were comments made by the secretarial auditor during the year.
|Observations ||Company's Remarks |
|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 is not in dematerialized form ||The company is in the process of getting the shares of the promoters and promoters group into dematerialized form |
|The Company has given Inter-corporate loans to other Company in which director of the company is interested which is not in compliance of the provisions of the Companies Act 2013. ||The company has extended loans to the other company keeping in record the prescribed limits as per the relevant provisions of the Companies Act 2013 |
30. Annual Return web link:
The web link to the Annual Return pursuant to the provisions of Section 92 read withRule 12 of the Companies (Management and administration) Rules 2014 is www.anjanifoods.in.
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 ||: NIL |
|B. Technology absorption ||: NIL |
|C. Foreign exchange earnings ||: NIL |
|D. Foreign exchange outgo ||: NIL |
32. Maintenance of Cost Records:
Maintenance of cost records is not specified by the Central Government undersub-section (1) of section 148 of the Companies Act 2013 to our company.
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 cooperation and 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 of || |
| ||Anjani Foods Limited || |
|Place: Hyderabad ||R.Ravichandran ||K.V.Vishnu Raju |
|Date: 29 08 2019 ||Whole time Director ||Chairman |
| ||(DIN 00110930) ||(DIN 00480361) |