Your Directors have pleasure in presenting the 49th Annual Report together with Audited Financial Statements of the Company for the Financial Year ended 31st March, 2025. 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, 2025 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, 2025, are as follows:
Particulars
|
Standalone
|
Consolidated
|
|
2024-25
|
2023-24
|
2024-25
|
2023-24
|
Revenue from operations
|
11637.25
|
10060.00
|
11637.25
|
10060.00
|
Other Income
|
222.31
|
538.00
|
208.41
|
545.35
|
Total Revenue
|
11859.56
|
10598.00
|
11845.66
|
10605.35
|
Profit/ (Loss) before Depreciation, Finance Cost, Exceptional items & Tax Expenses
|
556.42
|
1231.29
|
475.33
|
1233.00
|
Less: Depreciation & Amortization exp.
|
51.85
|
57.69
|
52.64
|
57.69
|
Less: Finance Cost
|
54.52
|
89.12
|
56.99
|
89.40
|
Profit/ (Loss) before Exceptional Items and Tax Expenses
|
450.05
|
1084.48
|
365.70
|
1085.91
|
Less: Exceptional items
|
0.00
|
650.00
|
0.00
|
650.00
|
Profit (Loss) before tax expenses
|
450.05
|
434.48
|
365.70
|
435.91
|
Less: Current tax
|
122.33
|
110.39
|
122.33
|
110.61
|
Less: Deferred tax
|
(66.10)
|
305.80
|
(66.10)
|
305.80
|
Less: Excess Tax provision written back for earlier
|
0.00
|
(10.95)
|
0.00
|
(10.95)
|
Less: Income Tax of Earlier Year
|
5.51
|
0.00
|
5.51
|
0.00
|
Profit (Loss) for the year
|
388.31
|
29.24
|
303.96
|
30.45
|
Add: Share of Profit/(Loss) of associate
|
-
|
-
|
-
|
-
|
Profit (Loss) for the year after Minority interest and Share of Profit/(Loss) of Associates
|
388.31
|
29.24
|
303.96
|
30.45
|
Add: Other Comprehensive Income
|
13.69
|
2.52
|
13.69
|
2.52
|
Total Comprehensive Income
|
401.99
|
31.76
|
317.66
|
32.97
|
Paid Up Equity Share Capital
|
2775.35
|
2775.35
|
2775.35
|
2775.35
|
Earnings Per share (Rs.10/- each) Basic & Diluted (in Rs.)
|
1.40
|
0.11
|
1.10
|
0.11
|
OPERATIONS AND STATE OF COMPANY’S AFFAIR:
The company is mainly engaged in the business of trading of Edible oil, Vanaspati & Bakery shortening and in Real estate business, during the year under review the trading segment of the company performed exceptionally well, as contributed more than 90% of the total revenue. Your company has been allotted quota from Government of India for importing duty free Vanaspati and Bakery Shortening from Sri-Lanka that help company to increase its trading turnover and profitability from this segment. On the other hand, the Real Estate project of the Company named ‘One Rajarhat’ are duly completed and almost all the apartments have been sold which witnessed impressive response from public, and currently, the Company is extending support to a similar Real Estate project titled "One Victoria", of its material subsidiary, Revera Milk & Foods Pvt. Ltd. The Company anticipates favorable returns from this project in the coming years.
Financially, during the year your Company’s total revenue stood at Rs. 11859.56 Lakhs as compared to previous year figures Rs. 10597.99 Lakhs and consequently your company succeeded in achieving Profit before tax of Rs. 450.05 Lakhs as compared to previous figures of Rs. 434.48 Lakhs and Net Profit of Rs. 388.30 Lakhs as compared to previous year figure of Rs. 29.24 Lakhs.
On a consolidated basis, the total revenue stood at Rs. 11845.66 Lakhs as compared to previous year figures Rs. 10605.35 Lakhs and consequently net profit for the year stood at Rs. 303.96 Lakhs as compared to previous year net profit Rs. 30.45 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 2024-25 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 substantially increased and performed exceptionally well, as trading segment of the company contributed more than 90% of the total revenue. Your company has been allotted quota from Government for importing duty free Vanaspati and Bakery Shortening from Sri-Lanka that helped company to increase its trading turnover and profitability from this segment.
Despite ongoing global volatility in the edible oil market and financial uncertainties, the Company managed the risks efficiently. With these efforts, the Company expects the trading business to continue performing strongly in the coming years.
REAL ESTATE BUSINESS:
The performance of real estate segment of your company was also strong. The Real estate project of the Company "One Rajarhat" comprising premium service apartments and luxury residences—has been successfully completed and with the excellent response from the public almost all the units have been sold.
Presently, the Company is supporting the development of a similar premium real estate project named "One Victoria", of its material subsidiary Revera Milk & Foods Private Limited. This project is expected to bring good returns in the future and in addition to that your company is eying for new projects in Kolkata to continue its performance in real estate sector.
MINING BUSINESS
The company got mining lease of manganese ore mine but due to pending approval from Forest & Environment Department, it could not start its operation. Considering the present condition it is expected to get all valid permission and approval in FY 2025-26 . Once started, this segment is expected to contribute well to both revenue and profits in the future.
The management remains optimistic about the mining segment and expects that once the necessary regulatory permissions are in place, operations can commence and contribute to both revenue and profitability.
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, 2025 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, 2025, 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 2024-25.
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, 2025.
TRANSFER TO RESERVES:
During the year under review, there was no amount transferred to any of the reserves by the Company.
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 OFAPPLICABLE 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 2024-25.
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 31"t March, 2025; 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, 2025, 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. Ashok Kumar Trivedi (DIN: 00350507), was re-appointed as Whole-time Directors of the Company for the period of 3 (Three) years and 3 (Three) months with effect from 01st April, 2024, by the Board of Directors at their Meeting held as on 29 March, 2024, and his appointment was also confirmed by the members of the Company, by passing Special Resolution dated 27th June, 2024 through Postal Ballot.
• Mrs. Amrita Koolwal, has resigned from the post of non-executive Independent Director of the Company w.e.f, 01st July, 2024 due to some personal reasons and unavoidable circumstances;
Further note that consequent to the resignation of Mrs. Amrita Koolwal, as a Non-executive Independent Director of the Company, her membership from the Audit Committee, Stakeholder’s Relationship Committee, Nomination & Remuneration Committee and Corporate Social Responsibility Committee of the Board have also ceased to exist w.e.f. 01st July, 2024
• The Board of directors of the Company appointed Ms. Bhagyashree Chitnis (DIN: 10669566), as additional non-executive Independent Woman Director of the Company in their Meeting held on 01st July, 2024 for the first term of 5 (Five) years commencing from 01st July, 2024 to 30th June, 2029 and her appointment was also confirmed by the members of the Company in their 48th General Meeting held on 30th September, 2024
• Mr. Manish Shahra (DIN: 00230392), was re-appointed as Managing Directors of the Company for the period of 3 (Three) years with effect from 01st July, 2024, by the Board of Directors at their Meeting held as on 01st July, 2024, and his appointment was also confirmed by the members of the Company in their 48th General Meeting held on 30lh September, 2024
• Mr. Shivam Asthana (DIN: 06426864), Whole-time 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.
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 49th 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 2024-25 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 Director have cleared the Online Proficiency Test and rest Independent Director is exempted for passing Online Proficiency Test.
7. MEETINGS OF BOARD OF DIRECTORS AND THEIR COMMITTEES:
a) Board Meetings:
As on 31"t March, 2025, 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 2024-25 the Board of Directors met 10 (Ten) times on 20.05.2024, 30.05.2024, 01.07.2024, 13.08.2024, 02.09.2024,
16.10.2024, 14.11.2024, 04.02.2025, 07.02.2025 and 18.03.2025. 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 2024-25 the members of the Audit Committee meet 9 (Nine) times on 20.05.2024, 30.05.2024, 01.07.2024, 13.08.2024,
02.09.2024, 14.11.2024, 04.02.2025, 07.02.2025 and 18.03.2025. 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 2024-25 the members of the Nomination and Remuneration Committee met 3 (Three) times on 30.05.2024, 01.07.2024 and
18.03.2025. 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 2024-25 the members of the Stakeholder’s Relationship Committee meet 3 (Three) times on 01.07.2024, 14.11.2024 and
18.03.2025. Further details in this respect are given in the Corporate Governance Report which is a part of this Report.
e) Risk Management Committee:
Not applicable as 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 2024-25 the members of the Corporate Social Responsibility Committee met 2 (Two) times on 01.07.2024 and 18.03.2025. 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 18.03.2025.
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: https://www.anikgroup.com/upload/investors_file/CTn745646666.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 2024-25 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:
It is hereby informed that the Company does not have any Joint Ventures and Associates companies; further following is the particulars of details of Subsidiary:
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
|
U15490MH19
96PTC243064
|
Subsidiary
|
92.80%
|
Section 2 (87) (ii)
|
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 2024-25. 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.
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, 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 the directors is drawing any remuneration or commission from any subsidiary or associate company, except for the sitting fees paid to Mr. Nilesh Jagtap in his capacity as an Independent Director of the subsidiary company “Revera Milk & Foods Private Limited.”
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 PERSONNEL AND 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)
During the year under review, the company does not meet the criteria for applicability under Section 135 of the Companies Act, 2013, Accordingly, the requirement of mandatory CSR expenditure and other provisions are not applicable for the financial year 2024-25 and there is no unspent CSR amount of previous years. Therefore, the Annual Report on CSR activities for the FY 2024-25 is not applicable to the Company and hence does not form part of this report
However, the Company has adhered to the provisions of Section 135 and Schedule VII of the Companies Act, 2013. The CSR Committee has been duly constituted and the CSR Policy has been formulated in compliance with the requirements of the Act.
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 details pertaining to composition of CSR Committee and other requisite information are included in the Corporate Governance Report, which forms part of this report.
19. AUDITORS & AUDITORS REPORT:
A. STATUTORY AUDITORS:
During the year under review, 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 48th Annual General Meeting of the Company. Accordingly, the Board of Directors of the Company at their meeting held on 02° September, 2024, on the recommendation of the Audit Committee, have approved and recommended the appointment of M/s B. Shroff & Company, Chartered Accountants (Firm Registration No. 006514W), as the Statutory Auditors of the Company for an initial term of 5 years.
Further, as per the provisions of Section 139(1) of the Act, the members of the Company had appointed M/s. B. Shroff & Co. Chartered Accountants (Firm Registration No. 006514W), as Statutory Auditors for a period of 5 (Five) years in the 48th Annual General Meeting of the company held on 30th September 2024.
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 2024-25. The Secretarial Audit Report for the financial year 2024-25 is annexed herewith as “Annexure D” 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 2024-25 is also annexed herewith as “Annexure E” 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:
(1) The Annual Reportfor the financial year 2024-25 to be submitted under Regulation 34 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 was not submitted to both the Stock Exchanges within due time.
Explanation: The Company has commenced the dispatch of Notice of 48thAnnual General Meeting (AGM) and Annual Report to the shareholders on 03rd September, 2024 but the same is expected/decided to be commenced on 04th September, 2024, therefore due to absolute inadvertence the intimations to exchanges got delayed by just one day. The Management affirmed that necessary steps will be taken to avoid the same in future.
(2) The disclosure to be submitted under Regulation 74 (5) ofSEBI (Depositories and Participants) Regulations, 2018 was not submitted to both the Stock Exchanges within due time.
Explanation: The delay for submission of certificate under regulation 74 (5) of SEBI (Depositories and Participants) Regulations, 2018 was due to absolute inadvertence and some technical error. The Management affirmed that necessary steps will be taken to avoid the same in future.
(3) The disclosure regarding resignation of Auditor of subsidiary “Revera Milk & Foods Private Limited” to be submitted as per Master circular for compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not submitted to both the Stock Exchanges.
Explanation: The non-submission of disclosure Paragraph 9 of section V-D of chapter V of the Master Circular on the provisions of the LODR Regulations, caused due to non -receipt of details /information from the “Revera Milk & Foods Pvt. Ltd.” The Management affirmed that necessary steps will be taken to avoid the same in future.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Secretarial Compliance Report for the financial year ended 31th March, 2025 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.
APPOINTMENT OF SECRETARIAL AUDITOR:
Pursuant to the recent amendments under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a listed entity shall appoint or reappoint:
i. an individual as Secretarial Auditor for not more than one term offive consecutive years; or
ii. a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years, with the approval of its shareholders in its Annual General Meeting.
Accordingly, Board of Directors have approved and recommended the appointment of M/s Ajit Jain & Co., Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration Number: S1998MP023400) as a Secretarial Auditor of the Company for a term of 5 (Five) consecutive years i.e., from FY 2025-26 to FY 2029 30, to the Members of the Company at ensuing Annual General Meeting of the Company.
Accordingly, The Board of Directors of the Company at their meeting held on 23rd August, 2025, have approved and recommended the appointment of M/s Ajit Jain & Co., Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration Number: S1998MP023400), as the Secretarial Auditors of the Company to the Members at the ensuing Annual General Meeting of the Company for a term of 5 (Five) consecutive years i.e., from FY 2025-26 to FY 2029 30. A resolution, proposing appointment and other details of M/s Ajit Jain & Co., Company Secretaries in Practice, as the Secretaries Auditors of the Company, forms part of the Notice calling 49 Annual General Meeting of the Company. In this regards, the auditor has also confirmed that firm is not disqualified to be appointed as a Secretarial Auditor in terms of provisions of the Act & Rules made thereunder and SEBI Listing Regulations.
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 2024-25. 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 2025-26.
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 2025-26.
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 2025-26 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 THECOMPANIES ACT, 2013:
All the related party transactions entered into during the financial year were on an arm’s length basis, in the ordinary course of business and in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are foreseen and of repetitive nature. Such transactions are reviewed by the Audit Committee on a quarterly basis.
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 None of the transactions with related parties fall under the scope of Section 188(1) of the Companies Act, 2013 (the “Act”), and rules made thereunder, therefore 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 https://www.anikgroup.com/upload/investors_file/CTn745563893.pdf.
Material Related Party Transactions with subsidiary “Revera Milk & Foods Private Limited”
In terms of Regulation 23 and other applicable provisions of SEBI Listing Regulations, 2015 and based on the approval of the Audit Committee and shareholders of the Company, were sought to enter into and/ or continuing with existing contracts/arrangements/ transactions or modification(s) of earlier contracts/ arrangements/transactions (whether by way of an individual transaction or transactions taken together or a series of transactions or otherwise) with Revera Milk & Foods Private Limited (RMFPL), related party of the Company, in relation to:
PARTICULARS OF TRANSACTIONS
|
AMOUNT (IN Rs.)
|
To provide/extend Corporate Guarantee of the Company for obtaining various credit limits/facilities by RMFPL from
|
|
Banks/Financial Institutions
|
10000 Lakhs
|
To grant loans and advances to RMFPL
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5000 Lakhs
|
To invest the fund of the Company by way of subscription and purchase of securities of RMFPL
|
1000 Lakhs
|
TOTAL
|
16000 Lakhs
|
The aforesaid transactions were approved by the shareholders (excluding promoter and promoter group and all related party) vide the resolution passed on 11th March, 2025 through postal ballot. The transactions are permitted to be carried out from the date of approval by postal ballot i.e., 11th March, 2025 until the ensuing Annual General Meeting.
Resolution and other required details for the same forms part of the Notice calling 49th Annual General Meeting of the Company.
21. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:
During the FY 2024-25, 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 advance loan of Rs. 588.50 Lakhs to its material subsidiary “Revera Milk & Foods Private Limited”, in compliance with the provisions of section 185 and 186 of the Companies Act, 2013, and with the approval of members obtained in the 48th Annual General Meeting of the Company;
Further, the Company have also extended/given Corporate Guarantee for the credit facilities of Rs. 89.41 crores sanctioned to its material subsidiary, Revera Milk & Foods Private Limited by State Bank of India, SME branch, New Alipore, Kolkata, in compliance with section 185, 186 & 188 of the Companies Act, 2013 read with Regulation 23 and Regulation 2(l)(zc) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and was duly approved by the members via Postal Ballot dated 11 March, 2025.
Except that company have not advance any loans, given any guarantees or made investment or provide any security to any other companies during the financial year under review.
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 2024-25 to which these financial statements relate and the date of this Report.
24. ADDITIONAL DISCLOSURES UNDER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014:
0 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:
Nil, as neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company
0 Order(s) Passed by Regulator(s). Court(s). Tribunal(s) impacting the going concern status and company Status:
There were no significant or material orders passed by any regulator or court or tribunal impacting the going concern status or the Company’s operations in future
0 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 2024¬ 25 and hence no complaint is outstanding as on 31“ March, 2025 for redressal.
S. NO.
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PARTICULARS
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|
1.
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Number of complaints of sexual harassment received in the year
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NIL
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2.
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Number of complaints disposed off during the year;
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NIL
|
3.
|
Number of cases pending for more than ninety days
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NIL
|
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 2025-26 has already been paid to both the Stock Exchanges and The Annual Custodial Fees for the year 2025-26 has been paid to National Securities Depository Limited and Central Depository Services Limited.
E. DEMATERIALISATION
The company’s shares are presently held in both electronic and physical modes.
Further, pursuant to the SEBI Circular bearing reference nos. SEBI/HO/MIRSD/POD-1/P/CIR/2023/181 dated November 17, 2023 & SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023, our Registrar and Share Transfer Agent i.e. Sarthak Global Limited sent intimation/reminder letter along with requisite forms as stipulated in the said Circulars to the shareholders holding shares in physical form, requesting to the shareholders to update/submit the details in the requisite forms within the stipulated timeline mentioned in the Circular for updating the PAN, KYC details and Nomination details (including declaration to opt out) to Registrar and Share Transfer Agent of the Company i.e. Sarthak Global Limited.
This requisite forms are also uploaded on the Company’s website at http://www.anikgroup.com/formats-for-kyc
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 ofthe Company at the link: http://www.anikgroup.com/upload/investors_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, are not applicable to your Company for the financial year ending 31st March, 2025.
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, there has been no revision or change in the credit rating of the Company. The previous credit ratings assigned during the financial year 2023-24 were as follows:
Facilities/Instruments
|
Amount
|
Rating in FY 2023-24 (Rs. crore)
|
Rating Action
|
Reason for Downgrade in Credit Rating
|
Long Term Bank Facilities
|
-
|
Reaffirmed at CARE D and Withdrawn
|
No change
|
NA
|
Short Term Bank Facilities
|
-
|
Reaffirmed at CARE D and Withdrawn
|
No change
|
NA
|
Total Bank Facilities
|
-
|
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 of Section 129 or Section 134 ofthe Companies Act, 2013 and that no revision has been made during any ofthe 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. MATERNITY BENEFIT ACT 1961:
During the year under review, the Company has complied with the provisions relating to the Maternity Benefit Act 1961. Further, no claims for maternity benefits were made under the said Act during the year.
N. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013.
In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations. The company has designates Mr. Manish Shahra (DIN: 00230392), Managing Director of the Company as Designated person.
O. 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 confidence in the management.
For and on behalf of the Board of Directors
Manish Shahra Chairman & Managing Director DIN:00230392
Place: Indore Date: 23rd August, 2025
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