Anik Industries Ltd Directors Report

Subsidiary:

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed there under 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.

Further pursuant to the Regulation 16 of the SEBI Listing Regulations, Revera Milk & Foods Private Limited, qualified as "material subsidiary" of the Company for FY 2023-24. Accordingly, Mr. Nilesh Jagtap, Independent Director served on the Board of the Company as well as on the Board of Revera Milk & Foods Private Limited, complying with requirements of Regulation 24 of the SEBI Listing Regulations

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 joint venture or associate Company.

ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR:

During the year under review, no companies have become or ceased to be subsidiary, joint venture and/or Associates of the company.

11. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per Regulation 15(2)(a) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are applicable to the company as the paid up share capital of the Company is exceeding Rupees Ten Crore and net worth of the Company is exceeding Rupees Twenty Five Crore as on the last day of the previous financial year. The Company strives to attain highest standards of corporate governance.

A report on Corporate Governance in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms integral part of this report. A certificate regarding compliance of conditions of Corporate Governance Report issued by Practicing Company Secretary is attached separately to this report.

Further, the Management Discussion and Analysis Report and CEO/ CFO Certificate as prescribed under SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 are also presented separately forming part of Annual Report.

12. 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.

13. DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

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.

14. AUDIT COMMITTEE

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.

EMPLOYEES

As per the provisions of Section 178 of the Companies Act, 2013, the Board of Directors has approved a policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and other employees of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Directors, Key Managerial Personnel and other employees. The policy also provides the criteria for determining quali cations, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management while making selection of the candidates. The above policy is available on the website of the Company at www.anikgroup.com.

16. 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.

17. RISK MANAGEMENT

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 dissolved Risk Management Committee & functions of RMC is performed by board 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.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company is covered under section 135 and Schedule VII of the Companies Act, 2013. Accordingly CSR committee has been formulated as per the requirement and provision of the Companies Act 2013. For more 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://www.anikgroup.com/upload/csr_ le/CTI1624079994.pdf.

Further during the year, the Company spent Rs. 12,50,000/- (Rupees Twelve Lacs Fifty Thousands only), against the total CSR obligation of Rs. 12,39,228.30/- (Rupees Twelve Lacs Thirty Nine Thousands Two Hundred Twenty Eight and Thirty paisa only/-) for the FY 2023-24 (which was in excess of the required expenditure on CSR activities). The Annual Report on CSR activities is attached as "Annexure D" forming part of this report.

A. STATUTORY AUDITORS:

As per the provisions of Section 139(1) of the Act, the Company had appointed M/s. S.N. Gadiya & Co. Chartered Accountants (Firm Registration

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No. 02052C), as Statutory Auditors for a period of 5 (Five) years in the Annual General Meeting of the company held on 28 September 2019 and the term of M/s. S.N. Gadiya & Co. Chartered Accountants (Firm Registration No. 02052C), Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting of the Company.

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The Board of Directors of the Company at their meeting held on 02 September, 2024, on the recommendation of the Audit Committee, have

recommended the appointment of M/s B. Shro & Company, Chartered Accountants (Firm Registration No. 006514W), as the Statutory

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Auditors of the Company to the Members at the 48 Annual General Meeting of the Company for an initial term of 5 years. Accordingly, a resolution,

proposing appointment of M/s B. Shro & Company, Chartered Accountants, as the Statutory Auditors of the Company for a term of ve

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consecutive years i.e. from the conclusion of 48 Annual General Meeting till the conclusion of 53 Annual General Meeting of the Company

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pursuant to the Section 139 of the Companies Act, 2013, forms part of the Notice calling 48 Annual General Meeting of the Company. In this regard, the Company has received a certificate to the effect that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

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

B. SECRETARIAL AUDITORS

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 Secretary to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year 2023-24 is annexed herewith as "Annexure E" forming part of this report.

Further in compliance with Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report of Revera Milk & Foods Private Limited

for the financial year 2023-24 is also annexed herewith as "Annexure F" forming part of this report.

ANNUAL SECRETARIAL AUDIT REPORT:

The comments referred to by the Secretarial Auditors in their Report are self explanatory except the following:

Secretarial Auditors Comment and Explanation of Board of Directors:

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1. The Financial Results for the quarter and financial year ended 31 March, 2023 to be submitted under Regulation 33 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 was not submitted to both the Stock Exchanges within due time.

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Explanation: The Meeting of Board of Directors of the Company which was originally scheduled at Tuesday, 30 May, 2023, for the Approval of

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(Standalone and Consolidated) Financial Results for the quarter and financial year ended 31 March, 2023 is adjourned for the want of quorum

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and the adjourned meeting was held on Tuesday, 06 June 2023 (same day in the next week, at the same time and place).

2. The annual listing fee for the financial year 2023-24 to be paid under Regulation 14 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 were not paid to both the Stock Exchanges within due time.

Explanation: The listing fee for the year 2023-24 has already been paid to both the Stock Exchanges, but due to some unavoidable events and

situations the payment were made as on 29.05.2023 i.e., after due dates the company will take care for the same in future.

ANNUAL SECRETARIAL COMPLIANCE REPORT

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The Secretarial Compliance Report for the financial year ended 31 March, 2024 on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder, was obtained from M/s Ajit Jain & Co., Practicing Company Secretary appointed as Secretarial Auditor and submitted to both the stock exchanges.

C. COST AUDITORS

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to carry out cost audit for Financial Year 2023-24. The Board of Directors, on recommendation of Audit Committee, has appointed, M/s. K.G. Goyal & Co., Cost Accountants (Firm Registration No.: 000017), as Cost Auditors of the Company for Financial Year 2024-25.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with the Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors has to be ratified by the members. Accordingly, necessary resolution is proposed at the ensuing AGM for rati cation of the remuneration payable to the Cost Auditors for Financial Year 2024-25.

D. INTERNAL AUDITORS

The Board has appointed M/s SK Malani & Co., Chartered Accountants (Firm Registration Number: 0139090W), as Internal Auditor of the company for the financial year 2024-25 and takes their 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.

THECOMPANIES ACT, 2013:

All the related party transactions entered into during the financial year were on an arms length basis and were in the ordinary course of business. None of the transactions with related parties fall under the scope of Section 188(1) of the Companies Act, 2013 (the "Act"). Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act in the prescribed Form;

A statement showing the disclosure of transactions with related parties as required under IND AS-24 is set out under Note-36 to the standalone

financial statements, and Form AOC-2 is not applicable to the Company and hence does not form part of this report.

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 https://www.anikgroup.com/upload/investors_ le/CTI1651923741.pdf.

21. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

During the FY 2023-24, your Company has not accepted or renewed any deposits within the meaning of section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, and, as such, no amount of principal or interest was outstanding, as on the date of the Balance Sheet.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review the Company has not given any guarantees or made investment or provide any securities to any other companies, however company have advanced loan to M/s Patan Agro Products Private Limited and M/s Nirbhay Multitrade Private Limited, in compliance with the provisions of Section 186 of the Companies Act, 2013 and rules made thereunder.

23. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year 2023-24 to

which these financial statements relate and the date of this Report.

24. ADDITIONAL DISCLOSURES UNDER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014:

Details of Application made or any proceeding pending under The Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the Financial Year:

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Order(s) Passed by Regulator(s), Court(s), Tribunal(s) impacting the going concern status and company Status:

During the year under review, no order was passed by any Regulator(s), Court(s), Tribunal(s) that could affect the going concern status of the Company and the Company is operating in an efficient manner. However subsequent to favourable order of Honble DRT Jabalpur dated 20.01.2023 in OA No. 497/2017 in the matter of Corporate guarantee given by the company to Suman Agritech Limited for a limited period of time, IDBI Bank led appeal before the Honble Debt Recovery Appellate Tribunal, Allahabad but thereafter under settlement arrangement with IDBI Bank it has withdrawn said appeal as well as also withdrew petition led at NCLT, Mumbai led against your company in the capacity of financial creditor in limited period corporate guarantee matter provided earlier to Suman Agritech Ltd.

The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

Not Applicable, as there was no One Time Settlement of loan taken from Banks or any financial Institutions. Hence, the difference in valuation

does not arise.

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

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employee during the financial year 2023-24 and hence no complaint is outstanding as on 31 March, 2024 for redressal.

26. INTERNAL FINANCIAL CONTROLS

The Company has a proper internal control system, which provides adequate safeguards and effective monitoring of the transactions and ensures

that all assets are safeguarded and protected against loss from unauthorized use or disposition.

The Company has an internal audit system from an outside agency, which ensures that the Companys control mechanism is properly followed and all statutory requirements are duly complied with. Moreover, the audit committee of the Company comprising majority of independent directors regularly reviews the audit plans, adequacy of internal control as well as compliance of accounting standards. Also the Whole Time Directors/CFO has the responsibility for establishing and maintaining internal controls for financial reporting and that they also have the overall responsibility to evaluate the effectiveness of internal control systems of the company pertaining to financial reporting and they have to disclose to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify the de ciencies.

27. OTHER STATUTORY DISCLOSURES:

A. 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 Financial 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.

B. INSURANCE

All properties and insurable interests of the Company have been adequately insured.

C. HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation

extended by all the employees in maintaining cordial relations.

D. PAYMENT OF LISTING FEE AND DEPOSITORY FEE

The Equity shares of the Company are listed on the National Stock Exchange of India Ltd. (NSE) and BSE Limited (BSE). The listing fee for the year 2024-25 has already been paid to both the Stock Exchanges and The Annual Custodial Fees for the year 2024-25 has been paid to National Securities Depository Limited and Central Depository Services Limited.

E. DEMATERIALISATION

The companys shares are presently held in both electronic and physical modes.

F. INDUSTRIAL RELATIONS

Companys Industrial relations continued to be healthy, cordial and harmonious during the period under review.

G. 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 link: http://www.anikgroup.com/upload/investors_ le/CTI1622627600.pdf.

H. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations & Disclosure

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Requirements) Regulations, 2015, are not applicable to your Company for the financial year ending 31 March, 2024.

I. IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

J. CREDIT RATING

During the year under review the Credit Rating of the company is reviewed and revised thereto for bank facilities of the Company during

Financial Year 2023-24 as under:

K. REVISION IN FINANCIAL STATEMENTS OR BOARDS REPORT U/S 131(1) OF THE COMPANIES ACT, 2013:

In terms of Section 131 of the Companies Act, 2013, the Financial Statements and Boards Report are in compliance with the provisions of

Section 129 or Section 134 of the Companies Act, 2013 and that no revision has been made during any of the three preceding financial years.

L. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The details pertaining to Demat Suspense account/ Unclaimed Suspense account are included in the Corporate Governance Report, which

forms part of this report

M. OTHER DISCLOSURES:

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and

Debentures) Rules, 2014 has been furnished.

28. ACKNOWLEDGEMENTS

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 con dence in the management.