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Anjani Foods Ltd.

BSE: 511153 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE096I01013
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P/E 6.72
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OPEN 4.97
CLOSE 4.97
VOLUME 200
52-Week high 14.60
52-Week low 4.97
P/E 6.72
Mkt Cap.(Rs cr) 3
Buy Price 4.97
Buy Qty 27.00
Sell Price 6.15
Sell Qty 200.00

Anjani Foods Ltd. (ANJANIFOODS) - Director Report

Company director report

To

The Members

ANJANI FOODS LIMITED

Your Directors hereby presents the 34th Annual Report of your Company together with theAudited Statement of Accounts and the Auditors' Report of your company for the financialyear ended 31st March 2018. The summarized financial results for the year ended 31stMarch 2018 are as under:

FINANCIAL RESULTS

Amount in Lakhs

Particulars 31-03-2018 31-03-2017
Total income 2068.46 2317.94
Operating profit before interest depreciation and tax
Interest and financial charges 51.11 39.82
Depreciation 67.57 56.78
Profit before taxation 6.45 (78.43)
Provisions for taxation (23.91) 6.10
Profit / (Loss) after taxation (17.45) (72.33)
Transfer to General Reserves - -
Provision for dividend - -
Provision for dividend tax - -
Other Comprehensive Income (3.23) -
Balance carried to Balance Sheet (20.68) (72.33)

REVIEW OF OPERATIONS:

During the period the total income of the Company decreased to Rs. 2068.46 lakhs ascompared to Rs. 2317.94 lakhs of the previous year. The net profit before tax for theperiod is Rs. 6.45 lakhs as compared to net loss of Rs. 78.43 lakhs 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 Income has decreased which is reflected in the financial results of the Company.The company is in the process of expanding its business and strengthening its retailpresence 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:

Secretarial Standards as applicable have been complied with. Seven meetings of theboard 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. 29.05.2017 8 8 100
2. 16.06.2017 8 8 100
3. 13.09.2017 8 8 100
4 30.11.2017 8 8 100
5. 14.12.2017 8 8 100
6. 12.01.2018 8 8 100
7. 14.02.2018 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 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.

1. DEFINITIONS

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 Whole-time director; ChiefFinancial Officer; Company Secretary; and such other officer as may be prescribed by theCompanies 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 employmentshouldeffectively help in attracting and retaining talented employees.

While designing remuneration packages industry`s best practices cost of livingandpotential of employees are also taken into consideration.

3. POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR KMP ANDSENIOR MANAGEMENT PERSONNEL

3.1. General:

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 and Central Governmentwherever required will be obtained for the remuneration package of Executive Directors.The remuneration package of other senior management personnel will be recommended byChairman & 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 DirectorsExecutive Directors Whole-time Director Chief Executive Officer Chief FinancialOfficer the Company Secretary and any other employees for indemnifying them against anyliability the premium paid on such insurance shall not be treated as part of theremuneration payable to such personnel.

4. REMUNERATION TO EXECUTIVE DIRECTORS KMP AND SENIOR MANAGEMENT PERSONNEL:4.1.1. 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.

4.1.1.1. 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.

4.1.1.2. 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:

5.1.Remuneration/Commission:

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.

b) Commission:

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 theCompany's annual 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. ____________/- as fees for attending Board meetings to Mr.__________ (Non-Executive-Independent Director) and Rs. __________/- to Mr. _______ duringthe financial year ended on March 31 2018. 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 30.11.2017 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 2018 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. Directors:

There has been no change in the directorships held in 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 2018 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 5 5
2 P.V.R.L.Narasimha Raju Member 5 5
3 K.V.Vishnu Raju Member 5 5

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 2018 comprised following three (3)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 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.

The company received the Hon'ble NCLT Order dated 27.10.2017 from Hyderabad Bench on16.12.2017 as regards the final approval of the Tribunal pursuant to the scheme of mergerof its subsidiary company 'Sai Aditya Foods & Retail Private Limited' with itself.Following which a Board meeting was conducted on 12.01.2018 to issue and allot 1589780nos. of equity shares @ Rs. 10/- each to the members of Sai Aditya Foods ('TransferorCompany). The financials for the year 2017-18 and for the previous year 2016-17 have beenre drafted taking into account the merger of the company. The accounts have been finalisedas per the "purchase method'' of merger and also adopting the first time Ind ASapplicable standards.

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:

There were no loans guarantees made by the Company under Section 186 of the CompaniesAct 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 no person was appointed as a director. There was noresignation of any director from 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 pursuant to the order of the Hon'ble National Company LawTribunal subsidiary of the company i.e Sai Aditya Foods & Retail Private Limited wasamalgamated with the company. However the company has no other joint ventures or associatecompanies during the year.

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

The company has got its subsidiary M/s. Sai Aditya Foods & Retail Private Limitedmerged with itself during the financial year. Hence the highlights of its performance andcontribution is already merged and mentioned in the attached financials.

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

Not Applicable.

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 0.034:1

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: 137

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 17-18
(Rs. Crores) 0.15 0.055
Revenue(Rs. Crores) 20.68 20.68
Remuneration as % of Revenue 0.72 0.27
Profit before tax (PBT) (Rs. Crores) 0.0645 0.0645
Remuneration (as % of PBT) 232.56 85.27

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 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 thereunderthe re-appointment of M/s. M. Anandam & Co. Chartered Accountants Hyderabad (FirmRegistration No. 000125S) appointed as Statutory Auditors from the conclusion of 33rdAnnual General Meeting held on 28.12.2017 till the conclusion of 36th Annual GeneralMeeting of the company to be held in the year 2020.

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 2017-18 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 is not in dematerialized form. The Board of Directors of the company is discussing the matter with the promoters and has requested them to complete dematerialisation of their shareholding immediately.

30. Annual Return web link:

Pursuant to the provisions of Section 36 of the Companies (Amendment) Act 2017effective from July 31 2018 read with Section 92(3) of the Companies Act 2013 theprescribed annual return is placed on the Company's website 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 : Not Applicable
B. Technology absorption : Not Applicable
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.

33. 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 of
Anjani Foods Limited
Place: Hyderabad R.Ravichandran K.V.Vishnu Raju
Date: 14.08.2018 Whole time Director Chairman
(DIN 00110930) (DIN 00480361)