To
The Members,
Anik Industries Limited Mumbai, (M.H.)
Your Directors have pleasure in presenting the 47th Annual Report together
with Audited Financial Statements of the Company for the Financial Year ended 31st
March, 2023. Further, in compliance with the Companies Act, 2013 the Company has made
requisite disclosures in this Board's Report with the objective of accountability and
transparency in its operations to make you aware about its performance and future
perspective of the Company.
1. FINANCIAL HIGHLIGHTS :
The audited financial statements of the Company as on 31st March, 2023 are
prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") and provisions of the Companies Act, 2013 ("Act").
The financial highlights of the Company for the year ended 31st March, 2023
are as follows:
(Rs. in Lakhs)
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from operations |
11810.11 |
24359.61 |
11810.11 |
24359.61 |
Other Income |
438.50 |
2093.55 |
416.05 |
1997.79 |
Total Revenue |
12248.61 |
26453.16 |
12226.16 |
26357.40 |
Profit/ (Loss) before Depreciation, Finance Cost, Exceptional items
& Tax Expenses |
1015.72 |
2329.73 |
987.32 |
2228.47 |
Less: Depreciation |
80.57 |
78.55 |
80.57 |
78.55 |
Less: Finance Cost |
356.98 |
679.70 |
357.37 |
679.95 |
Profit/ (Loss) before Exceptional Items and Tax Expenses |
578.17 |
1571.48 |
549.38 |
1469.97 |
Add/ (Less): Exceptional items |
-- |
-- |
-- |
-- |
Profit (Loss) before tax expenses |
578.17 |
1571.48 |
549.38 |
1469.97 |
Less: Current tax |
97.00 |
77.00 |
97.19 |
77.11 |
Less: Deferred tax |
(26.27) |
491.68 |
(26.28) |
491.68 |
Less: Earlier Taxes paid |
-- |
-- |
-- |
-- |
Profit (Loss) for the year |
507.44 |
1002.80 |
478.47 |
901.17 |
Add: Share of Profit/(Loss) of associate |
-- |
-- |
30.00 |
102.23 |
Profit (Loss) for the year after Minority interest and Share of
Profit/(Loss) of Associates |
507.44 |
1002.80 |
508.47 |
1003.40 |
Add: Other Comprehensive Income |
3.63 |
(5.53) |
3.63 |
(5.53) |
Total Comprehensive Income |
511.07 |
997.27 |
512.10 |
997.8 8 |
Paid Up Equity Share Capital |
2775.35 |
2775.35 |
2775.35 |
2775.35 |
Earnings Per share (Rs.10/- each) Basic & Diluted (in Rs.) |
1.83 |
3.61 |
1.83 |
3.62 |
OPERATIONS AND STATE OF COMPANY'S AFFAIR:
During the year, Company's total revenue stood at Rs. 12248.61 Lakhs as compared to
previous year figures Rs. 26453.16 Lakhs. As the trading turnover of the Company are
decreased by 50% due to sudden change in Import policies over Edible and other vanaspati
oils and financial crises in Sri Lanka. However your company succeeded in achieving a Net
Profit for the year of Rs. 507.44 Lakhs as compared to previous year net profit of 1002.80
Lakhs. Hence even after sudden changes in Import polices globally, the performance of your
company can be termed as growing.
On a consolidated basis, the total revenue stood at Rs. 12226.16 Lakhs as compared to
previous year figures Rs. 26357.40 Lakhs and net profit for the year stood at Rs. 508.47
Lakhs as compared to previous year net profit Rs. 1003.40 Lakhs
our Company is under the good management guidance and control that help 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.
INDIAN ACCOUNTING STANDARDS (IND AS):
As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian
Accounting Standards ("IND AS") from 01st April, 2017. The financial
statements of the Company for the financial year 2022-23 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.
CHANGE IN NATURE OF BUSINESS:
During the Year under review, there was no change in Company's Business.
SEGMENT-WISE BUSINESS PERFORMANCE:
TRADING BUSINESS:
During the year under review the trading business of the company is decreased by 50% as
there is major downgrade fluctuation in the rates of Edible oil and vanaspati oils
globally which lead to incurring of losses to many companies of same segment, in addition
to this the change in import policies and financial crises in Sri Lanka from where major
import of vanaspati take place, the company consciously reduced the trading business as
safeguard against the losses as incurred by the other companies. Your Company is confident
of increasing its trading turnover which will help in increase in profit from this
segment.
REAL ESTATE BUSINESS:
The performance of real estate segment of your company was satisfactory. Post lockdown
condition the realty sector is growing rapidly in tier-2 and tier-3 cities for residential
spaces. The project of the company comprising of service apartments and luxury residences
in the name of 'One Rajarhat' at Kolkata with 320 apartments has performed well and in
terms of a very good response around 307 units have already been sold and remaining units
are expected to be booked in short period.
MINING BUSINESS
Mining Business has also progressed but gradually for year under review as necessary
permissions from forest and environment department for one major mineral mine having
substantial area in Balaghat, M.P., however your company expect to obtain necessary
approval in coming period. Thereafter, operations from the said mine can be started. Your
Company is optimistic of overcoming these hurdles. Better profitability and turnover is
expected from mining activities in future.
2. SHARE CAPITAL
The Authorised Share Capital of the Company is Rs.50,00,00,000 (Rupees Fifty Crore
only) divided into 4,50,00,000 (Four Crore Fifty Lacs) Equity Shares of Rs.10/- each and
5,00,000 (Five Lacs) Non-cumulative Redeemable Preference Shares of Rs.100/- each;
The Paid up Equity Share Capital as at 31st March, 2023 stood at Rs.
27,75,34,860/-. During the year under review, the Company has not raised any paid up share
capital. As on 31st March, 2023, none of the Directors of the Company hold
instruments convertible into equity shares of the Company;
Further the company has not issued any shares with differential voting rights, sweats
equity shares, Bonus Shares and also not granted stock options as prescribed in Companies
Act, 2013 and rules framed there under.
BUY BACK OF SECURITIES
The company has not bought back any of its securities during the financial year
2022-23.
DIVIDEND
The strength of your company lies in identification, execution and successful
implementation of its projects. To strengthen the long term prospects and ensuring
sustainable growth in assets & revenue, it is important for your company to evaluate
various opportunities in different business verticals in which your company operates. Your
company continues to explore newer opportunities. Your Board of Directors, considers this
be in strategic interest of the company and believes that this will greatly enhance the
long term shareholder's value. In order to fund company's projects and assignments in its
development, expansion and implementation stages, conservation of funds is of vital
importance. Therefore, your Board has not recommended any dividend for the financial year
ended 31st March, 2023.
TRANSFER TO RESERVES:
During the year under review, there was no amount transferred to any of the reserves by
the Company.
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. Sourabh Vishnoi as a Nodal
Officer for the purpose of IEPF. The details of nodal officer are available on website of
the Company "www.anikgroup.com".
3. ANNUAL RETURN:
The Annual Return of the Company in Form MGT - 7 in accordance with Section 92(3) of
the Act read with the Companies (Management and Administration) Rules, 2014, is available
on the website of the Company "www.anikgroup.com".
4. COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:
During the year under review, the Company has complied with the provisions of
applicable Secretarial Standards issued by Institute of Company Secretaries of India.
5. DIRECTOR'S RESPONSIBILITIES STATEMENT:
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory, cost
and secretarial auditors and external consultant(s), including audit of internal financial
controls over financial reporting by the statutory auditors and the reviews performed by
Management and the relevant Board Committees, including the Audit Committee, the Board is
of the opinion that the Company's internal financial controls were adequate and effective
during the financial year 2022-23.
Accordingly, pursuant to Section 134(3) (c) of the Companies Act, 2013, your Directors
to the best of their knowledge hereby state and confirm that:
a. That in the preparation of the annual accounts for financial year ended 31st
March, 2023; the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b. 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;
c. 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;
d. That the Directors have prepared the annual accounts on a going concern basis;
e. That the Directors have laid down internal financial controls, which are adequate
and are operating effectively;
f. 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.
6. DETAILS OF DIRECTOR'S & KEY MANAGERIAL PERSONNEL:
As on 31st March, 2023, the Board of Directors comprises 6 (Six) Directors,
included 3 (Three) Independent Directors. The composition of the Board is in conformity
with the provisions of the Act and Regulation 17 of the Listing Regulations.
During the year under review, following changes that took place in the Directors and
Key Managerial Personnel of the Company. Further,
Mr. Nilesh Jagtap (DIN: 08206539), was re-appointed as Independent Director of
the Company for Second term of 5 (Five) years commencing from 25th August, 2023
to 2441August, 2028 by the members of the company in their 46th
Annual General Meeting held\on 27th September, 2022;
Mr. Shivam Asthana (DIN: 06426864), was re-appointed as Whole-time Directors of
the Company for the period of 3 (Three) years w.e.f. 18 th
July, 2023, by the Board of Directors at their Meeting held as on 12th July,
2023 on the recommendation of Nomination & Remuneration Committee of the Board and his
appointment is subject to the approval of Members in the ensuing AGM.
Mr. Manish Shahra (DIN: 00230392), Managing Director of the Company, retires by
rotation at the ensuing AGM and being eligible offers himself for re-appointment, In
accordance with the relevant provisions of the Act and in terms of the Articles of
Association of the Company.
On the recommendation of Nomination & Remuneration committee The Board of
directors of the Company appoint Mr. Navin Prakash Dashora (DIN:05337891), as additional
non-executive Independent Director of the Company in their Meeting held on 05th
August, 2023 for the first term of 5 (Five) years commencing from 05th August,
2023 to 04th August, 2028 subject to the confirmation of the Members of the
Company in the ensuing 47th AGM.
Further, Mr. Sourabh Vishnoi, appointed as Company Secretary & Key
Managerial Personnel w.e.f. 23,d December, 2022 at place of Mr. Mayank Chadha,
who resigned from the post of Company Secretary & Key Managerial Personnel w.e.f. 29th
Sepetember, 2022 and
The Board recommends the appointment/Re-appointments for your approval in the best
interests of the Company, Further the relevant details of directors proposed for
appointment/Re-appointments forms part of the Notice convening 47th Annual
General Meeting of the Company.
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.
Further, all the Directors and senior management personnel of the Company affirmed
compliance with the Code of Conduct for the financial year 2022-23 and the declaration in
this respect appears elsewhere in the Annual Report.
Declaration by Independent Directors :
All the Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013
and the SEBI Listing Regulations, so as to qualify themselves to be appointed as
Independent Directors under the provisions of the Companies Act, 2013 and the relevant
rules.
In compliance with Rule 6(1) of the Companies (Appointment and Qualification of
Directors) Rules, 2014 the IICA will conduct the Online Proficiency Self-Assessment
through the Independent Director's Databank platform. The Independent Directors shall
require passing the Online Proficiency Test. In among 3 Independent Directors of the
Company, 2 Independent Directors are exempt for passing Online Proficiency Test and rest
one Independent Director has cleared the Online Proficiency Test.
7. MEETINGS OF BOARD OF DIRECTORS AND THEIR COMMITTEES:
a) Board Meetings:
As on 31st March, 2023, the Board of Directors comprises 6 (Six) Directors,
included 3 (Three) Independent Directors. The composition of the Board is in conformity
with the provisions of the Act and Regulation 17 of the Listing Regulations.
During the financial year 2022-23 the Board of Directors met 10 (Ten) times on
12.04.2022, 30.05.2022, 01.07.2022, 10.08.2022, 20.08.2022,
29.09.2022, 14.11.2022, 23.12.2022, 14.02.2023 and 22.03.2023. The time gap between any
two meetings did not exceed 120 (One Hundred Twenty) days. Further details in this respect
are given in the Corporate Governance Report which is a part of this Report.
b) Audit Committee:
The constitution of the Committee meets with the requirement of Section 177 of the
Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee reviewed
the reports of the internal auditors, the reports of the statutory auditors arising out of
the quarterly, half-yearly, and annual audit of the accounts; considered significant
financial issues affecting the Company and held discussions with the internal and
statutory auditors and the Company Management during the year.
During the financial year 2022-23 the members of the Audit Committee met 5 (Five) times
on 30.05.2022, 10.08.2022, 20.08.2022, 14.11.2022 and
14.02.2023. Further details in this respect are given in the Corporate Governance
Report which is a part of this Report.
c) Nomination and Remuneration Committee:
The constitution of the Committee meets with the requirement of Section 178 of the
Companies Act, 2013 and Regulation 19 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Committee decides annual
bonus/variable pay pool and policy for its distribution across the executives and
nonunionized supervisors, within the prescribed limits.
During the financial year 2022-23 the members of the Nomination and Remuneration
Committee met 3 (Three) times on 30.05.2022, 20.08.2022 and 23.12.2022. Further details in
this respect are given in the Corporate Governance Report which is a part of this Report.
d) Stakeholder's Relationship Committee:
The constitution of the Committee meets with the requirement of Section 178 of the
Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Committee entrusted with
the responsibility to address the stakeholders and investor's requests/complaints like
transfer of shares, non-receipt of annual report, non-receipt of dividends, etc. The
Committee also evaluates performance and service standards of the Registrar and Share
Transfer Agent (RTA) of the Company, and also provides continuous guidance to improve the
service levels for investors. The Board has delegated the power of approving transfer of
securities to the RTA and / or the Company Secretary
During the financial year 2022-23 the members of the Stakeholder's Relationship
Committee met 3 (Three) times on 30.05.2022, 10.08.2022 and 14.11.2022. Further details in
this respect are given in the Corporate Governance Report which is a part of this Report.
e) Risk Management Committee:
The constitution of the Committee meets with the requirement of Companies Act, 2013 and
Regulation 21 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Committee oversees the risk management
policy and global risk management framework of a company and helps the Board in
identifying the risk exposure of the company and ensuring that proper framework relating
to risk identification and its mitigation is in place
During the financial year 2022-23 the members of the Risk Management Committee met 2
(Two) times on 14.11.2022 and 14.02.2023. Further details in this respect are given in the
Corporate Governance Report which is a part of this Report.
Further the Committee was dissolved as 'Anik Industries Limited' (the Company) is not
covered under top 1000 listed entity, determined on the basis of market capitalization as
at the end of immediate preceding Financial Year.
f) Corporate Social Responsibility Committee:
The constitution of the Committee meets with the requirement of section 135 Companies
Act, 2013 read with rules made there under. The formation/review of CSR and Sustainability
policy, monitoring the progress of the CSR and Sustainability works to ensure that they
are carried out in terms of sanction
During the financial year 2022-23 the members of the Corporate Social Responsibility
Committee met as on 30.05.2022. Further details in this respect are given in the Corporate
Governance Report which is a part of this Report.
g) Independent Directors' Meeting:
In due compliance with the provisions of the Companies Act, 2013 and Regulation 25 of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate meeting of Independent Directors was held on 14.02.2023.
Familiarization programmes for the Independent Directors:
Familiarization programmes for the Independent Directors was conducted to familiarize
them 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://www.anikgroup.com/upload/investors
file/CTI1620926351.pdf
8. FORMAL ANNUAL EVALUATION
The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulation") contain provisions for the evaluation
of the performance of:
(i) the Board as a whole,
(ii) the individual directors (including independent directors and Chairperson) and
(iii) various Committees of the Board.
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 Companies Act,
2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Consequently, the Company is required to disclose the manner of formal
annual evaluation.
The Board evaluation exercise for financial year 2022-23 was carried out by way of
internal assessments done based on a combination of detailed questionnaires and verbal
discussions.
9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:
Following are the particulars of details of Subsidiaries, Joint Ventures and
Associates:
S. No. Name of Address of the Company |
CIN/GLN |
Holding/ Subsidiary/
Associates |
% of Shares Held |
Applicable Section |
01 . Revera Milk & Foods Private Limited Address : 610,
Tulsiani Chambers, 6th Floor, West Wing, Free Press Journal Marg, Nariman Point Mumbai
City MH 400021 IN |
U15490MH1996 PT C243064 |
Subsidiary |
86.61% |
Section 2 (87) (ii) |
Further Company also had one associate firm named "M/s Mahakosh Property
Developer" a partnership firm in which company holds 21% holdings, the company
withdraws its investment and discontinued to be a partner of the said firm w.e.f.,
01.07.2022.
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.
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.
10. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR:
During the year under review the Company withdraws its investment from its associates
"M/s Mahakosh Property Developer" a partnership firm and discontinued to
be a partner of the said firm w.e.f., 01.07.2022, except that there are no companies which
have become or ceased to be subsidiary, joint venture and/or Associates of the company
during the financial year 2022-23.
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 Statutory
Auditor 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.
15. NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNELAND
OTHER 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 qualifications, 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
Company's 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 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 Company has incurred average net Losses during the three immediately preceding
financial years and hence the requirement of compulsory CSR expenditure on CSR activities
during the financial year under review is not applicable.
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 Company's website at the link http://www.anikgroup.com/upload/csr
file/CTI1624079994.pdf.
The Annual Report on CSR activities is attached as "Annexure D"
forming part of this report.
19. AUDITORS & AUDITORS 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 No. 02052C), as Statutory
Auditors for a period of 5 (Five) years in the Annual General Meeting of the company held
on 28th September 2019.
Your company has received a certificate from auditors confirming their eligibility to
continue as Auditors of the Company in terms of provisions of Section 141 of the Companies
Act, 2013 and the Rules framed thereunder. They have also confirmed that they hold a valid
certificate as required under the provisions of Regulation 33 of the SEBI listing
regulations, 2015.
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.
STATUTORY AUDITORS' REPORT:
> Statutory Auditors Comment and Explanation of Board of Directors
The observations of Statutory Auditor in its reports on standalone and consolidated
financials are self-explanatory and therefore do not call for any further comments.
The company has defaulted in repayment of dues to Bank, details are as under:
Nature of Borrowing |
Name of Lender |
Amount not paid on due date (Rs. in Lacs) |
Whether principal or interest |
No. of days delay or unpaid |
Remarks |
Letter of credit |
Punjab National Bank |
884.03 |
Principal |
Defaulted between 16.06.2022 to
27.09.2022 which continue as on
31.03.2023 |
Company has
defaulted |
Letter of credit |
Punjab National Bank |
181.96 |
Interest |
|
|
Explanation of Board of Directors :
It is hereby informed that the Company has duly repaid the entire outstanding loan
amount alongwith interest and other charges and as on date of this Board's Report there is
no outstanding amount against our company in the books of Punjab National Bank i.e. full
outstanding (Principale, Interest and Other charges) been paid off.
B. SECRETARIALAUDITORS
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
2022-23. The Secretarial Audit Report for the financial year 2022-23 is annexed herewith
as "Annexure E" forming part of this report.
ANNUAL SECRETARIALAUDIT 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:
1. The Financial Results for the quarter and half year ended September 30, 2022 to be
submitted under Regulation 33 of SEBI (Listing Obligation And Disclosure Requirement)
Regulation, 2015 was not submitted to National Stock Exchange within time within due time
after approval in Board Meeting.
Explanation: The submission of Financial Results for the quarter ended September
30, 2022 was got delayed by only one day due to some technical glitch/errors at NSE India
website.
2. The outcome of Board Meeting for the quarter and half year ended September 30, 2022
to be submitted under Regulation 30 of SEBI (Listing Obligation And Disclosure
Requirement) Regulation, 2015 held on 14.11.2022 was not submitted to National Stock
Exchange within due time after the conclusion of Board Meeting held on 14.11.2022.
Explanation: The submission of Financial Results for the quarter ended September
30, 2022 was got delayed by only one day due to some technical glitch/errors at NSE India
website.
3. There was no compliance officer appointed in the company from 30th
September, 2022 to 22nd December, 2022 as per the requirement of regulation 6
SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.
Explanation: It is hereby submit that the vacancy in the office of Company
secretary and compliance officer was filled as 23,d December, 2022 i.e., within
due time as per the provisions of Companies Act, 2013 and regulation 6 SEBI (Listing
Obligation and Disclosure Requirement) Regulation, 2015
4. As per Auditor's report the company as defaulted in repayment of dues to bank
details are as under.
Nature of Borrowing |
Name of Lender |
Amount not paid on due date (Rs. in Lacs) |
Whether principal or interest |
No. of days delay or unpaid |
Letter of credit |
Punjab National Bank |
884.03 |
Principal |
Defaulted between 16.06.2022 to
27.09.2022 which continue as on
31.03.2023 |
Letter of credit |
Punjab National Bank |
181.96 |
Interest |
|
Explanation : It is hereby informed that the Company has duly repaid the entire
outstanding loan amount alongwith interest and other charges and as on date of this
Board's Report there is no outstanding amount against our company in the books of Punjab
National Bank i.e. full outstanding (Principale, Interest and Other charges) been paid
off.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Secretarial Compliance Report for the financial year ended 31st March,
2023 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. COSTAUDITORS
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 2022-23. 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 2023-24.
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 ratification of the remuneration payable to the Cost
Auditors for Financial Year 2023-24.
D. INTERNALAUDITORS
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
2023-24 and takes their suggestions and recommendations to improve and strengthen the
internal control systems. The Audit Committee reviews adequacy and effectiveness of the
Company's internal control environment and monitors the implementation of audit
recommendations.
20. PARTICULARS OF CONTRACT OR ARRANAGEMENT WITH RELATED PARTIES U/S 188(1) AND
188(2) OF THE COMPANIES ACT, 2013:
All the related party transactions entered into during the financial year were on an
arm's 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-38 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 Company's website at the link
http://www.anikgroup.com/upload/inYestors file/CTI1620926506.pdf
21. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:
During the FY 2022-23, 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:
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.
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 2022-23 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 alongwith
their status as at the end of the Financial Year:
An application under Section 7 of Insolvency and Bankruptcy Code, 2016
("IBC") by IDBI Bank, Financial Creditor of Suman Agritech Limited, filed before
the NCLT, Mumbai in the matter of payment default of Suman Agritech Limited of Rs. 70
Crores for its Credit Facilities, in which Anik Industries Limited had given Corporate
Guarantee in favour of Suman Agritech Limited which got discharged in terms of the
sanction letter & corporate guarantee itself, however, IDBI Bank assuming the same as
continuing and filed application under IBC. The Company is taking appropriate legal advice
and shall take all appropriate steps to protect its interest in the aforesaid matter,
being already discharged from the said liability in 2012.
Further, the Hon'ble NCLT Mumbai on the hearing dated 02 June, 2023, passed order in
the favour of the Company, consequently the C.P.(IB)1187(MB)2021 is dismissed
and all the pending IAs/MAs in the C.P.(IB)1187(MB)2021 shall stand disposed
off as having become infructuous.
> Order(s) Passed by Regulator(s). Courtis). 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 Hon'ble DRT Jablapur has passed an favourable
order 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.
> 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.
25. 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 2022-23 and hence no complaint is outstanding as on 31st March,
2023 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
Company's 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 deficiencies.
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 2023-24 has already been
paid to the credit of both the Stock Exchanges and The Annual Custodial Fees for the year
2023-24 has been paid to National Depository and Securities Limited and Central Depository
Services Limited but due to some unavoidable events and situations the payment were done
after due dates.
E. DEMATERIALISATION
The company's shares are presently held in both electronic and physical modes.
F. INDUSTRIAL RELATIONS
Company's 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/inYestors
file/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 Requirements) Regulations, 2015,
is not applicable to our Company for the financial year ending 31" March, 2023.
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 2022-23 as under:
Facilities/
Instruments |
Amount (Rs. crore) |
Rating in FY 2021-22 |
Rating in FY 2022-23 |
Rating Action |
Reason for Downgrade in Credit Rating |
Long Term Bank Facilities |
10.00 (Reduced from 15.00) |
CARE D (Single D) Issuer not Cooperating |
CARE D (Single D) |
Rating removed from ISSUER NOT COOPERATING category and Reaffirmed |
NA |
Short Term Bank Facilities |
68.00 (Reduced from 165.00) |
CARE D (Single D) Issuer not Cooperating |
CARE D (Single D) |
Rating removed from ISSUER NOT COOPERATING category and Reaffirmed |
NA |
Long Term Bank Facilities |
|
CARE D (Single D) Issuer not Cooperating |
|
Withdrawn |
NA |
Short Term Bank Facilities |
- |
CARE D (Single D) Issuer not Cooperating |
- |
Withdrawn |
NA |
Total Bank Facilities |
78.00 (Rs. Seventy Eight Crore Only) |
|
|
|
|
K. REVISION IN FINANCIAL STATEMENTS OR BOARD'S REPORT U/S 131(1) OF THE COMPANIES
ACT, 2013:
In terms of Section 131 of the Companies Act, 2013, the Financial Statements and
Board's Report are in compliance with the provisions o1 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 anc 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 confidence in the management.
|
For and on behalf of the Board of Directors |
|
MANISH SHAHRA |
|
Chairman & Managing Director |
Place: Indore |
DIN:00230392 |
Dated: 05th August, 2023 |
Add: Flat No. 102, 1st Floor 10-A Sharda Building Church Gate A
Road, Opp. Jai Hind College Mumbai Maharashtra 400020 IN |
|