Anik Industries Ltd Directors Report.
Your Directors have pleasure in presenting 43rd Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2019. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
The Performance of the Company for the financial year ended on 31st March, 2019 is summarized below:
(Rs. in Lacs)
|Revenue from operations||60,453.82||60967.09||60,453.82||60,967.09|
|Profit/ (Loss) before Depreciation, Finance Cost, Exeptional items & Tax Expenses||(902.62)||3,064.20||(822.93)||3103.32|
|Profit/ (Loss) before Finance Cost, Exceptional Items and Tax Expenses||(992.08)||2,970.93||(912.39)||3,010.05|
|Less: Finance Cost||1274.47||1227.20||1,274.61||1,227.40|
|Profit/ (Loss) before Exceptional Items and Tax Expenses||(2,266.55)||1,743.73||(2,187.00)||1,782.65|
|Add/ (Less): Exceptional items|||||||||
|Profit (Loss) before tax expenses||(2,266.55)||1,743.73||(2,187.00)||1,782.65|
|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)||1,383.64||(1,440.86)||1,418.97|
|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)||1,383.64||(1,440.86)||1,418.97|
|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))||1,383.64||(1,519.22)||1,381.89|
|Add: Other Comprehensive Income||11.29||1.73||11.29||1.73|
|Total Comprehensive Income||(1508.89)||1,385.37||1507.93||1,383.62|
|Balance brought forward from previous year||28,771.72||27,386.34||39,346.35||41,001.74|
|Amount Available for Appropriation||27,262.83||28,771.72||37,552.65||39,346.35|
|Transfer to General Reserve|||||||||
|Proposed Dividend on Equity Shares|||||||||
|Tax on Dividend|||||||||
|Surplus carried to Balance Sheet||27262.83||28,771.72||37,552.65||39,346.35|
|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 Indian Accounting Standards ("Ind AS") from 1st April, 2017. The financial statements of the Company for the financial year 2018-19 have been prepared in accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 and the other recognized accounting practices and policies to the extent applicable.
Your Company is exploring new business opportunities; therefore it is necessary to conserve the funds to meet these investment opportunities, which your Board believes would enhance the shareholders wealth in coming period. Thus, your Board has not recommended any dividend for the financial year 2018-19.
AMOUNT TRANSFERRED TO RESERVE
The Board of Directors has not proposed any amount for transfer to reserves for the year 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, Companys total revenue stood at Rs. 61,637.73 Lacs as compared to previous year figures Rs. 63,649.57 Lacs. The net Loss for the year stood at Rs. 1,520.18 Lacs as compared to previous year net profit of Rs. 1,383.64 Lacs. The loss is primarily attributable to additional provisions created for Trade Receivables as well as for Advances to Suppliers, apart from that all the business segments performed satisfactory during the year.
On a consolidated basis, the total revenue stood at Rs. 61,653.23 Lacs as compared to previous year figures Rs. 63,649.57 Lacs and net loss for the year stood at Rs. 1,440.86 Lacs as compared to previous year net profit Rs. 1,418.97 Lacs.
Management of the Company under the direction of your Board of Director is continued in achieving the targets of cutting down in the cost of operations and getting efficiency in this area by using better alternated resources/means.
BUSINESS EXPANSION & DIVERSIFICATION
On Mining Business front, the year under review has remained satisfactory as your company has further progressed towards obtaining necessary permissions/approvals from F orest and Environment Department, which your company expect to receive in current financial year, thereafter operations from the said mine can be started. Your Company is also contesting the issues pertaining to some mines before the Court of Law but it may take 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 year 2018-19. The integrated township project Active Acres at Kolkata by M/s. Mahakosh Property Developers, a partnership firm wherein your Company is partner with major stake, is continuously getting good response from all segments of public even in the phase of recession in the real estate sector. 4 completed towers of the project almost completely sold and thousands of happy and satisfied customers residing in the township. 5th tower is also 75% booked and construction work of 6th tower is also in progress. 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 in the said commercial building on lease/sale basis.
New project of the company comprising of service apartments and luxury residences in the name of One Rajarhat at Kolkata with 320 apartments is also performing well. Company has 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 Section 73 of the Companies Act, 2013 read with the rules made thereunder.
The Company has not received any unsecured loan from director during the financial year.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
There were no funds which were required to be transferred to Investor Education and Protection Fund during the year. The Company has designated Mr. Shailesh Kumath as a Nodal Officer for the purpose of IEPF. The details of nodal officer is available on Companys website www.anikgroup.com.
During the year under review, the Company has not raised any paid up share capital. The Paid up Equity Share Capital as at 31st March 2019 stood at Rs. 27,75,34,860/-. The Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares. As on 31st March 2019, none of the Directors 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 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated F inancial Statements form part of this Annual Report. The Consolidated Financial Statements are prepared in accordance with the Indian Accounting Standards (IND AS) notified under section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The Consolidated F inancial Statements for the financial year ended 31st March, 2019 are the Companys first IND-AS compliant annual consolidated financial statements with comparative figures for the year ended 31st March, 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 on record their sincere appreciation to the cooperation extended by all the employees in maintaining cordial relations.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS
A separate report on Corporate Governance in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms integral part of this report. Certificate regarding compliance of conditions of Corporate Governance Report issued by Practicing Company Secretory is attached separately to this report.
Management Discussion and Analysis Report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached separately to this Annual Report.
DIRECTORS RESPONSIBILITIES STATEMENT
To the best of their knowledge and belief, your Directors make the following statements in 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 31st March, 2019; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit/loss of the Company for that period;
iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 adequate and are operating effectively;
vi) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Shivam Asthana (DIN: 06426864), Whole-Time Director of the Company retires by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible offer himself for reappointment.
During the year at the Annual General Meeting held on 25th September, 2018, Mr. Nilesh Jagtap (DIN: 08206539) has been appointed as an Independent Director of the Company for a term of five years w.e.f. 25.08.2018, Mr. Vijay Rathi has been reappointed as independent director of the Company for second term of five years commencing from 01st April, 2019.
Further, Ms. Amrita Koolwal (DIN: 07144693) was appointed as Independent Director of the Company for a term of five years in the 39th Annual General Meeting held on 23.09.2015. The Board, based on the performance evaluation and as per the recommendation of the Nomination and Remuneration Committee, recommends the re-appointment of Ms. Amrita Koolwal, for second term of 5 (five) consecutive years commencing from 31st March, 2020 to 30th March, 2025 for approval by the Shareholders.
Details of the proposal for appointment/ re-appointment of Directors are mentioned in the 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 and 17.05.2018 respectively. The Board appreciated the valuable services rendered by them during their tenure as member of the Board.
Declaration by Directors:
During the year, declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified holding office as director.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations under section 149(7) that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
LISTING OF SHARES
The equity shares of the Company are listed on the National Stock Exchange of India Ltd. (NSE) and the BSE Limited (BSE). The listing fee for the year 2019-20 has already been 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 & Foods Private Limited. Your Company holds 86.61% holdings in M/s Revera Milk & Foods Private Limited.
Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed thereunder and Regulation 33 of the SEBI Listing Regulations, the Company had prepared consolidated financial statements of the Company and its subsidiary and a separate statement containing the salient features of financial statement of subsidiary in Form AOC-1 is given in the "Annexure A" which forms part of this Annual Report.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiary, are available on our website, www.anikgroup.com. These documents will also be available for inspection till the date of the 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 the Corporate Governance Report that forms part of this annual report. The intervening gap between 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 Management and Independent Directors of the Company. All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the code of conduct. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.
Details of the programmes for familiarization of the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. are available on the website 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 to financial statements and during the year, no reportable material weaknesses in the design or operation were observed.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Company has not given any loans or guarantees or made investment beyond the limits mentioned 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 on arms length basis and were in the ordinary course of the business. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Thus F orm AOC 2 is not required.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: http://anikgroup.com/Related Party Policy-Anik.pdf
A statement showing the disclosure of transactions with related parties as required under 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 OF FINANCIAL YEAR.
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and 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 exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are given in the "Annexure B" forming part of this report.
PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in the "Annexure C" forming part of this report.
During the year under review, none of the employee of the company is drawing more than Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month for the part of the year. The information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in the Annexure forming part of this Report. In terms of the first provision to Section 136 of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company.
Further, none of directors is drawing any remuneration or commission from any subsidiary or associate companies.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, and under Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 adopted by the Board, is appended as "Annexure D" forming part of this report.
The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report. All the recommendations made by the Audit Committee were accepted by the Board.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy in line with the provisions of the Companies Act, 2013 and the Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to report genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on the Companys website i.e. www.anikgroup.com.
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 17(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of the Company has formed a Risk Management Committee to frame, implement and monitor the Risk Management Plan for the Company. The details of risk have been covered in the Management 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 the Companies Act, 2013. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.
The said Committee has developed a Policy on CSR, which has been approved by the Board of Directors. The CSR Policy may be accessed on the Companys website at the link http://anikgroup.com/images/Corporate%20Social%20Responsibilitv% 20(CSR)%20Policy.pdf
The Annual Report on CSR activities is attached as "Annexure E" forming part of this report.
AUDITORS & AUDITORS REPORT
M/s SMAK & Co., Chartered Accountants (Firm Registration No. 020120C) have tendered their resignation w.e.f. 29.08.2019 from the position of Statutory Auditors of the Company due to retirement of the signing (auditing) partner of their firm who was engaged for statutory audit of the Company. As envisaged by Section 139(8) of the Companies Act, 2013, casual vacancy caused by the resignation of auditor can be filled by the shareholders in General Meeting within three months from the date of recommendation of the Board of Directors of the Company. The Board of Directors of the Company recommended at its meeting held on 28th August, 2019 that M/s. S N Gadiya & Co., Chartered Accountants (Firm Registration No. 002052C), Indore be appointed as the Statutory Auditors of the Company to fill the casual vacancy.
M/s. S N Gadiya & Co., Chartered Accountants (Firm Registration No. 002052C), have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013. They have also confirmed that they hold a valid certificate 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 do not require any explanation.
Further, there was no fraud in the Company, which was required to report by statutory auditors 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 made thereunder, the Company has appointed M/s Ajit Jain & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2018-19. The Secretarial Audit Report for the financial year 2018-19 is annexed herewith as "Annexure F" forming part of this report.
The comments referred to by the Secretarial Auditors in their Report are self explanatory except the following:
Secretarial Auditors Comment:
1. Company submittedfinancial resultsfor the quarter and year ended 31s March, 2018 and quarter & half year ended 30h September, 2018 and quarter ended 31s December, 2018 after due date with Stock Exchange under Regulation 33 of 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 could not be submitted within time because Board Meeting for approval of results could not be held 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 31st December, 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 due date of submission of financial results.
The Company does not falls within the provisions of section 148 of Companies Act, 2013 read with Companies (Cost records & Audit) Rules, 2014 , therefore no such records are required to be maintained and company was not required to appoint cost Auditor for the F inancial year 2018-19.
The Board has appointed M/s Mayank Chandak & Associates (Firm Registration Number: 016689C), as Internal Auditor of the company and takes his suggestions and recommendations to improve and strengthen the internal control systems. The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations.
PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the code as per SEBI (Prohibition of Insider Trading) Regulations, 2015, The Details of the said code is available on website of the Company 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 applicable to your Company for the financial year ending March 31,2019.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulator or courts or tribunals impacting the going concern status of the Company and future operations.
The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.
IMPLEMENTATION OF CORPORATE ACTION
During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.
Credit rating obtained along with revisions thereto for bank facilities of the Company during 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 the Annual Return in form MGT 9 is annexed herewith as "Annexure G" forming part of this report. The same is also available at Companys website ww.anikgroup.com.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti harassment policy in line with the requirements of the Sexual 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 received on sexual harassment. There was no complaint received from any employee during the financial year 2018-19 and hence no complaint is outstanding as on 31.03.2019 for redressal.
The Directors wish to convey their appreciation to all of the employees of the Company for their enormous personal efforts as well as their collective contribution during the year. The Directors would also like to thank the shareholders, customers, suppliers, bankers, financial institutions and all other business associates for their continuous support given to the Company and their confidence in the management.
|For and on behalf of the Board of Directors|
|Chairman & Managing Director|
|Place : Indore|
|Dated: 28th August, 2019|