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Directors Report of Anik Industries Ltd.

Mar 31, 2023

The Directors have pleasure in presenting the 47^th Annual Report together with Audited Financial Statements of the Company for the Financial Year ended 31^st 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 31^st 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 (âListing Regulationsâ) and provisions of the Companies Act, 2013 (âActâ).

The financial highlights of the Company for the year ended 31^st 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 COMPANYâS 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 (âIND ASâ) from 01^st 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 31^st 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 31^st 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 31^st 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 âwww.anikgroup.comâ.

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 âwww.anikgroup.comâ.

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. DIRECTORâS 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 31^st 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 DIRECTORâS & KEY MANAGERIAL PERSONNEL:

As on 31^st 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,

â¢ Mr. Nilesh Jagtap (DIN: 08206539), was re-appointed as Independent Director of the Company for Second term of 5 (Five) years commencing from 25^th August, 2023 to 24⁴¹August, 2028 by the members of the company in their 46^th Annual General Meeting held on 27^th September, 2022;

â¢ 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 12^th 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.

â¢ 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.

â¢ 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 05^th August, 2023 for the first term of 5 (Five) years commencing from 05^th August, 2023 to 04^th August, 2028 subject to the confirmation of the Members of the Company in the ensuing 47^th AGM.

â¢ 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. 29^th 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 47^th 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:

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) Stakeholderâs 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 âAnik Industries Limitedâ (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 Directorsâ 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 (âListing Regulationâ) 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:

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 âM/s Mahakosh Property Developerâ 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 âAnnexure Aâ 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 âM/s Mahakosh Property Developerâ 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 âAnnexure Bâ 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 âAnnexure Câ 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 âAnnexure Dâ 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 28^th 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 AUDITORSâ 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		Company has defaulted

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 âAnnexure Eâ 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 30^th September, 2022 to 22^nd 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 31^st 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 âActâ). 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 alongwiththeir status as at the end of the Financial Year:

An application under Section 7 of Insolvency and Bankruptcy Code, 2016 (âIBCâ) 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^nd 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). Court(s). Tribunal(s) impacting the going concern status and company Status:

During the year under review, no order was passed by any Regulator(s), Court(s), Tribunal(s) that could affect the going concern status of the Company and the Company is operating in an efficient manner. However 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 31^st 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:

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 31â 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 BOARDâS 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 of the Companies Act, 2013 and that no revision has been made during any of the three preceding financial years.

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

The details pertaining to Demat Suspense account/ Unclaimed Suspense account are included in the Corporate Governance Report, which forms part of this report

M. OTHER DISCLOSURES:

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

28. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the employees of the Company for their enormous personal efforts as well as their collective contribution during the year. The Directors would also like to thank the shareholders, customers, suppliers, bankers, financial institutions and all other business associates for their continuous support given to the Company and their confidence in the management.

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting 42^nd Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31^st March, 2018. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIALRESULTS

The Performance of the Company for the financial year ended on 31^st March, 2018 is summarized below:

(Rs. in Lacs)

	Standalone		Consolidated
Particulars	2017-18	2016-17	2017-18	2016-17
Revenue from operations and other Income	63,649.57	49,840.05	63,649.57	49,704.12
Profit (Loss) before depreciation, tax & exceptional items	1,837.01	(13,324.52)	1,875.92	7,166.74
Less: Depreciation	93.27	83.46	93.27	83.46
Profit (Loss) before tax & exceptional items	1,743.74	(13,407.98)	1,782.65	(13,544.01)
Add: Exceptional Items	--	20,627.29	--	20,627.29
Profit (Loss) before tax	1,743.74	7,219.31	1,782.65	7,083.28
Less: Current tax	385.00	810.00	385.50	810.50
Less: Deferred tax	(24.91)	(898.94)	(24.91)	(898.94)
Less: Earlier Taxes paid	--	--	3.08	--
Profit (Loss) for the year from continuing operations (A)	1,383.65	7,308.25	1,418.98	7,171.72
Profit (Loss) from discontinuing operations before tax	â	(3,660.79)	â	(3,660.79)
Less: Current tax	â	â	â	â
Less: Deferred tax	â	7.98	â	7.98
Profit (Loss) from discontinuing operations after tax (B)	â	(3,668.76)	â	(3,668.76)
Profit (Loss) for the year (A B)	1,383.65	3,639.49	1,418.98	3502.96
Add: Share of Profit (Loss) of associate	â	â	(37.08)	75.67
Less: Minority Interest	â	â	(0.33)	0.27
Profit (Loss) for the year after Minority interest and Share of Profit/(Loss) of Associates	1,383.65	3,639.49	1,382.23	3,578.36
Add: Other Comprehensive Income	1.73	10.08	1.73	10.08
Total Comprehensive Income	1,385.38	3,649.57	1,383.96	3,588.44
Balance brought forward from previous year	27,386.34	23,736.77	41,001.74	37,413.30
Amount Available for Appropriation	28,771.72	27,386.34	42,385.69	41,001.74
Transfer to General Reserve	â	â	â	â
Proposed Dividend on Equity Shares	â	â	â	â
Tax on Dividend	â	â	â	â
Surplus carried to Balance Sheet	28,771.72	27,386.34	42,382.69	41,001.74
Paid up Equity Share Capital	2775.35	2775.35	2775.35	2775.35
Earning Per share (Rs. 10/- each) Basic & Diluted (in Rs.)	4.99	13.11	4.98	12.89

INDIAN ACCOUNTING STANDARDS (Ind AS)

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (âInd ASâ) from 1^st April, 2017. The financial statements of the Company for the financial year 2017-18 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.

DIVIDEND

Your Company is exploring new business opportunities; therefore it is necessary to conserve the funds to meet these investment opportunities, which your Board believes would enhance the shareholders wealth in coming period. Thus, your Board has not recommended any dividend for the financial year 2017-18.

AMOUNT TRANSFERRED TO RESERVE

The Board of Directors has not proposed any amount for transfer to reserves for the year ended 31^st March 2018.

OPERATIONS

During the year, Companyâs total revenue stood at Rs. 63,649.57 Lacs as compared to previous year figures Rs. 49,840.06 Lacs. The net profit for the year decreased and stood at Rs. 1,383.65 Lacs as compared to previous year net profit ofRs. 3,639.49 Lacs.

On a consolidated basis, the total revenue stood at Rs. 63,649.57 Lacs as compared to previous year figures Rs. 49,704.12 Lacs and net profit for the year stood at Rs. 1,381.57 Lacs as compared to previous year figures Rs. 3,578.36 Lacs.

Management of the Company under the direction of your Board of Director is continued in achieving the targets of cutting down in the cost of operations and getting efficiency in this area by using better alternated resources/means.

BUSINESS EXPANSION & DIVERSIFICATION

Mining Business

On Mining Business front, the year under review can be termed as satisfactory being after several problems appeared due to Mines and Minerals (Development & Regulations) Amendment Act, 2015, your company has managed to protect few mineral concessions and process of obtaining necessary permissions/approvals from Forest and Environment Department are at advance stage, which your company expect to receive in next one year, thereafter operations from the said mine can be started. Your Company is contesting the issues come up due to the Amendment Act before the Court of Law but it may take substantial time. But your Company is optimistic of overcoming these hurdles.

Further, sincere efforts of your Company are continue to set up mineral based industry in Madhya Pradesh to use explored minerals from own mines in future.

Better profitability and turnover is expected from these activities in future.

Real Estate Business

The integrated township project âActive Acresâ at Kolkata launched few years back by M/s. Mahakosh Property Developers, a partnership wherein your Company is partner with major stake, is continuously getting good response from all segments of public even in the phase of recession in the Real Estate Sector which is a good sign of your Companyâs reputation and confidence it gain amongst its valuable customers. 4 towers of the project are completed and bookings/sales of about 99% of the residential units has been done and more than 600 happy & fully satisfied families have started living in township. 5th tower is also near to completion and construction work of 6th tower is started, wherein booking of about more than 50% of the residential units has been done , which will result in good profits in the years to come. In addition to that one Commercial Tower is also being constructed and near to completion with approx. 240000 sq. ft. saleable area, various famous brands have approached for getting space in the said commercial building on lease/sale basis.

During last year Company has also started one more project of service apartments and luxury residences in the name of â One Rajarhatâ at Kolkata comprising 320 apartments. Company has received a very good response and booking of more than 160 units has been done. DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the rules made thereunder.

The Company has not received any unsecured loan from director during the financial year.

SHARE CAPITAL

During the year under review, the Company has not raised any paid up share capital. The Paid up Equity Share Capital as at 31^st March 2018 stood at Rs. 27,75,34,860/-. The Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares. As on 31^st March 2018, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated F inancial Statements form part of this Annual Report. The Consolidated Financial Statements are prepared in accordance with the Indian Accounting Standards (IND AS) notified under section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The Consolidated F inancial Statements for the financial year ended 31^st March, 2018 are the Companyâs first IND-AS compliant annual consolidated financial statements with comparative figures for the year ended 31^st March, 2017.

INSURANCE

All properties and insurable interests of the Company including Building and Plant & Machinery have been adequately insured. HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the cooperation extended by all the employees in maintaining cordial relations.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

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

Management Discussion and Analysis Report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached separately to this Annual Report.

DIRECTORâS RESPONSIBILITIES STATEMENT

To the best of their knowledge and belief, your Directors make the following statements in terms of section 134(3)(c) read with section 134(5) of the Companies Act, 2013:

I) That in the preparation of the annual accounts for financial year ended 31^st March, 2018; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit/loss of the Company for that period;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts on a going concern basis;

v) That the Directors have laid down internal financial controls, which are adequate and are operating effectively;

vi) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment/ Reappointment:

Mr. Ashok Kumar Trivedi (DIN: 00350507), Whole-Time Director ofthe Company retires by rotation in accordance with the provisions of the Articles of Association ofthe Company and being eligible offer himself for reappointment.

In the Annual General Meeting held on 27^th September, 2017, Members of the Company has approved the appointment of Mr. Shivam Asthana (DIN: 06426864) as Whole-Time Director ofthe Company for a period of 3 years w.e.f. 18^th July 2017.

The Board appointed Mr. Manish Shahra(DIN : 00230392), Jt. Managing Director as Chairman cum Managing Director of the Company w.e.f. 01.06.2018 for remaining period of his tenure subject to approval of member in general meeting. The Board proposes to appoint him in this annual general meeting.

Further, Mr. Vijay Rathi (DIN: 01474776) was appointed as Independent Directors of the Company for a term of five years in the 38^th Annual General Meeting held on 11.09.2014. The Board, based on the performance evaluation and as per the recommendation of the Nomination and Remuneration Committee, recommends the re-appointment of Mr. Vijay Rathi, for second term of 5 (five) consecutive years commencing from 1^st April, 2019 to 31^st March, 2024.â for approval by the Shareholders.

Details ofthe proposal for appointment/ re-appointment of Directors are mentioned in the Notice of the Annual General Meeting. Cessation:

Mr. Suresh Chandra Shahra (DIN: 00062762), has resigned from the post of Chairman cum Managing Director of the Company w.e.f. 17.02.2018. Mr. Hari Narayan Bhatnagar (DIN: 06732072) and Mr. Kamal Kumar Gupta (DIN: 03600096) have resigned from the post of Independent Directors of the Company w.e.f. 08.05.2018 and 17.05.2018 respectively. The Board appreciated the valuable services rendered by them during their tenure as member ofthe Board.

Declaration by directors:

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations under section 149(7) that they meet the criteria of independence as laid down under Section 149(6) ofthe Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

LISTING OF SHARES

The equity shares of the Company are listed on the National Stock Exchange of India Ltd. (NSE) and Bombay Stock Exchange Limited (BSE). The listing fee for the year 2018-19 has already been paid to both the Stock Exchanges.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

As on 31.03.2018, Company has 1 (One) subsidiary company i.e. M/s Revera Milk & Foods Private Limited. Your Company holds 77.78% holdings in M/s Revera Milk & Foods Private Limited.

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed thereunder and Regulation 33 of the SEBI Listing Regulations, the Company had prepared consolidated financial statements of the Company and its subsidiary and a separate statement containing the salient features of financial statement of subsidiary in Form AOC-1 is given in the âAnnexure Aâ which forms part of this Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The Board met 16 times during the financial year. The details of which are given in the Corporate Governance Report that forms part of this annual report. The intervening gap between any two Meetings was within the period prescribed under the Companies Act, 2013. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and Senior Management and Independent Directors of the Company. All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the code of conduct. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act, SEBI Listing Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

FAMILIARIZATION PROGRAMME

Details of the programmes for familiarization of the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. are available on the website of the Company at the link: http://anikgroup.com/Familiarisation%20Programme%20for%20Independent%20Directors-Anik.pdf.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements and during the year, no reportable material weaknesses in the design or operation were observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Company has not given any loans or guarantees or made investment beyond the limits mentioned under the provisions of Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of the business. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy ofthe Company on materiality ofrelated party transactions. Thus FormAOC 2 is not required. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link: http://anikgroup.com/Related Party Policy-Anik.pdf

MATERIAL CHANGES AND COMMITMENT BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are given in the âAnnexure Bâ forming part of this report.

PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES

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 ofthe Company.

Further, none of directors is drawing any remuneration or commission from any subsidiary or associate companies.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The policy on Directorsâ Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, and under Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 adopted by the Board, is appended as âAnnexure Dâ forming part of this report.

AUDIT COMMITTEE

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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 formed a Risk Management Committee to frame, implement and monitor the Risk Management Plan for the Company. The details of risk have been covered in the Management Discussion and Analysis Report forming part ofthe Boards report.

CORPORATE SOCIAL RESPONSIBILITY CSR)

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 Companyâs website at the link http://anikgroup.com/images/Corporate%20Social%20Responsibility% 20(CSR)%20Policy.pdf

The Annual Report on C SR activities is attached as âAnnexureEâ forming part of this report.

AUDITORS & AUDITORS REPORT

M/s SMAK & Co., Chartered Accountants, (Firm Registration No. 020120C) [Formerly known M/s Atishay & Associates] were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 27^th September, 2017, for a term of five consecutive years from the conclusion of 41^st Annual General Meeting till the conclusion of 46^th Annual General Meeting of the Company subject to ratification by members at every subsequent Annual General Meeting. In accordance with the Companies Amendment Act, 2017, enforced on 07^th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting. Therefore Company is not seeking any ratification of appointment of M/s SMAK & Co., Chartered Accountants as the auditors of the Company, by the members at ensuing general meeting.

Your Company has received a certificate from M/s SMAK & Co., Chartered Accountants confirming their eligibility to continue as Auditors of the Company in terms of the 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 Listing Regulations.

The notes referred to by the Auditors in their Report are self explanatory and hence do not require any explanation.

Further, there was no fraud in the Company, which was required to report by statutory auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s Ajit Jain & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year 2017-18 is annexed herewith as âAnnexure Fâ forming part of this report.

There are no adverse comments, qualifications or reservations or adverse remarks in the Secretarial Audit Report.

COST AUDITORS

The Company does not falls within the provisions of section 148 of Companies Act, 2013 read with Companies (Cost records & Audit) Rules, 2014 , therefore no such records are required to be maintained and company was not required to appoint cost Auditor for the Financial year 2017-18.

INTERNALAUDITORS

The Board has appointed M/s âS K Malani & Co.â (Firm Registration Number: 159090W), as Internal Auditor of the company and takes his suggestions and recommendations to improve and strengthen the internal control systems. The Audit Committee reviews adequacy and effectiveness of the Companyâs internal control environment and monitors the implementation of audit recommendations. PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the code as per SEBI (Prohibition of Insider Trading) Regulations, 2015, The Details of the said code is available on website of the Company at the weblink: http://www.anikgroup.com/Code%20of%20Practices% 20and%20Procedures%20for%20fair%20disclosure-Anik.pdf BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31, 2018.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulator or courts or tribunals impacting the going concern status of the Company and future operations.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in form MGT 9 is annexed herewith as âAnnexure Gâ forming part of this report. The same is also available Companyâs website www.anikgroup.com DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no complaint received from any employee during the financial year 2017-18 and hence no complaint is outstanding as on 31.03.2018 for redressal.

ACKNOWLEDGMENTS

For and on behalf of the Board of Directors

MANISH SHAHRA

Chairman & Managing Director

DIN: 00230392

Place : Indore

Dated: 14^th August, 2018

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting Fortieth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31^st March, 2016.

FINANCIALRESULTS

The Performance of the Company for the financial year ended on 31^st March, 2016 is summarized below: (Rs._in L_acs)

Particulars	2015-16	2014-15
Revenue from operations and other Income	25,509.45	47,625.96
Profit before depreciation & tax	361.40	827.09
Depreciation	85.37	124.34
Profit before tax	276.03	702.75
Current tax	(49.32)	(232.00)
Deferred tax	31.39	45.85
Profit for the year from continuing operations	258.10	516.60
Profit from discontinuing operations	376.74	524.35
Current tax	(59.37)	_-
Deferred tax	17.50	10.08
Profit for the year	557.96	1,030.87
Balance brought forward from previous year	15,150.50	14,199.16
Adjustment of Depreciation as per schedule II of the Companies Act, 2013	-	(79.53)
Amount Available for Appropriation	15,708.47	15,150.50
Transfer to General Reserve	â	â
Proposed Dividend on Equity Shares	â	â
Tax on Dividend	â	â
Surplus carried to Balance Sheet	15,708.47	15,150.50

DIVIDEND

AMOUNT TRANSFERRED TO RESERVE

During the year, the Company has not transferred any amount in General Reserve.

OPERATIONS

During the year, Company achieved total revenue of Rs. 25,509.45 Lacs as compared to previous year figures Rs. 47,625.96 Lacs. The Board has approved the sale and transfer of dairy business of the Company on slump sale basis on 07^th March, 2016, therefore the revenue from dairy business has not been included in the total revenue. The profit of dairy business has been included under the head âprofit from discontinuing operationsâ in the Profit and Loss Account of the Company. The adjustment in the previous year figures are also done for the said purpose.

As compared to last year, Profit from continuing operations decreased by around 50% and stood at Rs. 258.10 Lacs. Profit from discontinuing operations decrease by around 28% and stood at Rs. 376.74 Lacs. Net profit decreased by around 45% and stood at Rs. 557.96 Lacs during the year under review.

SALE OFDAIRYBUSINESS OF COMPANY

The Board of Directors of the Company at their meeting held on 07* March, 2016 has approved the sale and transfer of dairy business of the Company being run at its plants situated at Dewas, Bhopal in the state of Madhya Pradesh and at Etah in the state of Uttar Pradesh to M/s B.S.A. International, Belgium or its affiliates, as a going concern on Slump Sale basis subject to approval of members, lenders and statutory/ regulatory authorities, as required and other conditions. Further, the members of the Company provided their approval by way of postal ballot for the same.

On 01- September, 2016, the Buyer B.S.A. International through its wholly owned Indian subsidiary âAnik Milk Products Private Limitedâ has acquired dairy business of the Company.

BUSINESS EXPANSION & DIVERSIFICATION Mining Business

On the front of recently diversified business of mining, the year under review was not so productive due to introduction of Mines and Minerals (Development & Regulations) Amendment Act, 2015, according to which prospective license cases pending for execution of PL Agreement/ Mining Lease cases pending for approval of Ministry of Mines have become ineligible. Though your Company is contesting the same before the Court of Law but it may take long time whereby the mining activities related prospects have gone down. But your Company is optimistic for overcoming these hurdles.

Further, sincere efforts of your Company are continue to set up mineral based industry in Madhya Pradesh to use explored minerals from own mines in future.

Better profitability and turnover is expected from these activities in future.

Real Estate Business

DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the rules made there under.

SHARE CAPITAL

During the year under review, the Company has not raised any paid up share capital. The Paid up Equity Share Capital as at 31^st March 2016 stood at Rs. 27,75,34,860/-. The Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares. As on 31-March 2016, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

INSURANCE

All properties and insurable interests of the Company including Building and Plant & Machinery have been adequately insured. HUMAN RESOURCE & INDUSTRIALRELATIONS

CORPORATE GOVERNANCEAND MANAGEMENTDISCUSSION &ANALYSIS REPORTS

DIRECTORâS RESPONSIBILITIES STATEMENT

To the best of their knowledge and belief, your Directors make the following statements in terms of section 134(3)(c) read with section 134(5) of the Companies Act, 2013:

I) That in the preparation of the annual accounts for financial year ended 31 ââ¢ March, 2016; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

iv) That the Directors have prepared the annual accounts on a going concern basis;

v) That the Directors have laid down internal financial controls, which are adequate and are operating effectively;

vi) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Ashok Kumar Trivedi, Whole-time Director of the Company retires by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible offer himself for reappointment.

During the year under review, the members approved the appointment of Mrs. Amrita Koolwal as Independent Director who is not liable to retire by rotation.

Mr. Kailash Chandra Shahra (DIN: 00062698) resigned from the post of director and Chairman of the Company w.e.f. 28.03.2016. The Board appreciates the services rendered by him in the capacity of Director and Chairman.

The Board appointed Mr. Suresh Chandra Shahra, Managing Director as Chairman cum Managing Director of the Company w.e.f. 01.04.2016, re-appointed Mr. Ashok Kumar Trivedi as Whole-time Director for a period of 5 years w.e.f. 01.04.2016 & re-appointed Mr. Manish Shahra as Jt. Managing Director for a period of 5 years w.e.f. 01.07.2016 subject to approval of members in general meeting. The Board proposes to appoint/ re-appoint them in this annual general meeting.

Details of the proposal for appointment/ re-appointment of Directors are mentioned in the Notice of the Annual General Meeting. SUBSIDIARIES, JOINTVENTURESANDASSOCIATES

As on March 31,2016, the Company does not have any subsidiary or joint venture or associate Company.

NUMBER OF MEETINGS OF THE BOARD

The Board met 9 times during the financial year. The details of which are given in the Corporate Governance Report that forms part of this annual report. The intervening gap between any two Meetings was within the period prescribed under the Companies Act, 2013. CODEOFCONDUCT

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

None of Independent Directors are due for re-appointment.

FAMILIARIZATION PROGRAMME

The Company has in place adequate internal financial controls with reference to financial statements and during the year, no reportable material weaknesses in the design or operation were observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has not given any loans or guarantees or made investment beyond the limits mentioned under the provisions of Section 186 of the Companies Act, 2013.

RELATED PARTYTRANSACTIONS

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link: http://anikgroup.com/Related Party Policy-Anik.pdf

MATERIAL CHANGES AND COMMITMENT BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIALYEAR.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION 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 âAnnexure Aâ forming part ofthis report.

PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, none of directors is drawing any remuneration or commission from any subsidiary or associate companies.

POLICYON DIRECTORSâAPPOINTMENTAND REMUNERATION

The policy on Directorsâ Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, and under Regulation 19 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 adopted by the Board, is appended as âAnnexure Câ forming part of this report.

AUDIT COMMITTEE

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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 formed a Risk Management Committee to frame, implement and monitor the Risk Management Plan for the Company. The details of risk have been covered in the Management Discussion and Analysis Report forming part of the Boards report.

CORPORATE SOCIALRESPONSIBILITY CSR)

The Company has formed a CSR Committee comprising of Mr. Suresh Chandra Shahra as Chairman and Mr. Vijay Rathi, Mrs. Amrita KoolwalandMr. HariNarayanBhatnagar, as other members of the Committee.

The Annual Report on CSR activities is attached as âAnnexure Dâ forming part of this report.

AUDITORS &AUDITORS REPORT

The Auditors M/s. Ashok Khasgiwala & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013 and they are not disqualified for such appointment.

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.

SECRETARIALAUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s Ajit Jain & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2015-16. The Secretarial Audit Report for the financial year 2015-16 is annexed herewith as âAnnexure Eâ forming part of this report.

There are no adverse comments, qualifications or reservations or adverse remarks in the Secretarial Audit Report.

SIGNIFICANTAND MATERIAL ORDERS

There are no significant and material orders passed by the regulator or courts or tribunals impacting the going concern status of the Company and future operations.

EXTRACT OFANNUALRETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in form MGT 9 is annexed herewith as âAnnexure Fâ forming part of this report.

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. There was no complaint received from any employee during the financial year 2015-16 and hence no complaint is outstanding as on 31.03.2016 for redressal.

ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors For and on behalf of the Board of Directors

MANISH SHAHRA SURESH CHANDRA SHAHRA

Jt. Managing Director Managing Director

DIN:00230392 DIN: 00062762

Place : Indore

Dated: 03^rd September, 2016

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting Thirty Ninth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS

The Performance of the Company for the financial year ended on 31st March, 2015 is summarized below:

(Rs. in Lacs)

Particulars 2014-15 2013-14

Sales and other Income 1,49,763.91 1,50,478.11

Gross Profit 1,821.20 1,943.57

Depreciation 594.10 535.99

Profit before tax 1,227.10 1,407.58

Provision for Taxation for the year (232.00) (275.00)

Provision for Deferred Taxation for the year 35.77 (22.05)

Income tax for earlier years (net) - -

Profit after Taxation 1,030.87 1,110.52

Balance brought forward from previous year 14,199.16 13,088.64

Adjustment of Depreciation as per schedule (79.53) - II of the Companies Act, 2013

Amount Available for Appropriation 15,150.50 14,199.16

Transfer to General Reserve - -

Proposed Dividend on Equity Shares - -

Tax on Dividend - -

Surplus carried to Balance Sheet 15,150.50 14,199.16

DIVIDEND

Your Company is exploring new business opportunities and also planning for expansion of the existing businesses; therefore it is necessary to conserve the funds to meet these investment opportunities, which your Board believes would enhance the shareholders wealth in coming period. Thus, your Board has not recommended any dividend for the financial year 2014-15.

AMOUNT TRANSFERRED TO RESERVE

During the year, the Company has not transferred any amount in General Reserve.

OPERATIONS

During the year, Company achieved a turnover of Rs. 1,49,763 Lacs, which is almost at par with previous year figures. Due to increased interest cost, operating profit has decreased by around 6% at Rs. 1,821 Lacs and Net profit decreased by around 7% at Rs. 1,030 Lacs during the year under review. On the manufacturing front turnover increased by more than 14% and stood at Rs. 1,02,133 Lacs and manufacturing profit has also gone up by 68%.

Management of the Company under the direction of your Board of Director is continued in achieving the targets of cutting down in the cost of operations and getting efficiency in this area by using better alternated resources/means.

BUSINESS EXPANSION & DIVERSIFICATION

Dairy Business

During the year under review, the turnover of dairy business has increased by more than 14% as compared to previous year. Company's dairy plants at Dewas (M.P.), Bhopal (M.P.) and Etah (U.P.) are running successfully.

For future business prospects, your Company is continuously keeping eye on southern and eastern regions of India for setting up few more dairy plants to cover demands of these regions where we are sure that the products of the Company shall be welcomed being of high quality at competitive rates.

Mining Business

On the front of recently diversified business of mining, the year under review was not so productive due to introduction of Mines and Minerals (Development & Regulations) Amendment Act, 2015, according to which prospective license cases pending for execution of PL Agreement/ Mining Lease cases pending for approval of Ministry of Mines have become ineligible. Though your Company is contesting the same before the Court of Law but it may take long time whereby the mining activities related prospects have gone down. But your Company is optimistic for overcoming these hurdles.

Further, sincere efforts of your Company are continue to set up mineral based industry in Madhya Pradesh to use explored minerals from own mines in future.

Better profitability and turnover is expected from these activities in future.

Real Estate Business

The integrated township project 'Active Acres' at Kolkata launched few years back by M/s. Mahakosh Property Developers, a partnership firm wherein your Company is partner with major stake, is continuously getting good response from all segments of public even in the phase of recession period in the Real Estate Sector, where, out of completed 5 towers and 1 tower under construction, booking of about 90% of the residential units has been done and more than 400 families have started living in township, which is a good sign of your Company's reputation and sustainability which will result in good profits in the years to come.

DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL

During the year under review, the Company has not raised any paid up share capital. The Paid up Equity Share Capital as at 31st March 2015 stood at Rs. 27,75,34,860/-. The Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares. As on 31st March 2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

INSURANCE

All properties and insurable interests of the Company including Building and Plant & Machinery have been adequately insured.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all the employees in maintaining cordial relations.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

DIRECTORS' RESPONSIBILITIES STATEMENT

To the best of their knowledge and belief, your Directors make the following statements in terms of Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013:

i) That in the preparation of the annual accounts for financial year ended 31st March, 2015; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit and loss of the Company for that period;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts on a going concern basis;

v) That the Directors have laid down internal financial controls, which are adequate and are operating effectively;

vi) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Kailash Chandra Shahra, Director of the Company retires by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible offer himself for reappointment.

Mrs. Amrita Koolwal was appointed as an Additional Director by the Board of the Company with effect from 31st March, 2015 and holds office upto the date of this Annual General Meeting. Your Company has received a notice in writing proposing her candidature for the office of Independent Director. She qualifies to be an Independent Director pursuant to the provisions of Section 149(6) of the Companies Act, 2013.

During the year under review, the members approved the appointments of Mr. Hari Narayan Bhatnagar, Mr. Vijay Rathi, Mr. Kamal Kumar Gupta as Independent Directors who are not liable to retire by rotation.

The Board designated Mr. Suresh Chandra Shahra, Managing Director and Mr. Shailesh Kumath, Company Secretary as Key Managerial personnel of the Company and appointed Mr. Gautam Jain as Chief Financial Officer & Key Managerial Personnel of the Company w.e.f. 25.09.2014 under Section 203 of the Companies Act, 2013 and rules made there under.

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.

Details of the proposal for appointment/ re-appointment of Directors are mentioned in the Notice of the Annual General Meeting.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

The Company has formed a wholly owned subsidiary on 11th December, 2014 in the name of Anik Dairy Private Limited and the same has been ceased to be subsidiary of Company w.e.f. 30.03.2015.

As on March 31,2015, the Company does not have any subsidiary or joint venture or associate Company.

NUMBER OF MEETINGS OF THE BOARD

The Board met 10 times during the financial year. The details of which are given in the Corporate Governance Report that forms part of this annual report. The intervening gap between any two Meetings was within the period prescribed under the Companies Act, 2013.

CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and Senior Management and Independent Directors of the Company. All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the code of conduct. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

None of Independent Directors are due for re-appointment.

FAMILIARIZATION PROGRAMME

Details of the programmes for familiarization of the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. are available on the website of the Company at the link: http://anikgroup.com/Familiarisation%20Programme%20for%20Independent%20 Directors-Anik.pdf.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements and during the year, no reportable material weaknesses in the design or operation were observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has not given any loans or guarantees or made investment beyond the limits mentioned under the provisions of Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties

which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

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://anikgroup.com/Related Party Policy-Anik.pdf.

MATERIAL CHANGES AND COMMITMENT BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are given in the "Annexure A" forming part of this report.

PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES

None of the employee has received remuneration exceeding the limit as stated in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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 B" forming part of this report.

Further, none of directors is drawing any remuneration or commission from any subsidiary or associate companies.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy on Directors' Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is appended as "Annexure C" forming part of this report.

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.

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 Clause 49 of the Listing Agreement 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.

RISK MANAGEMENT

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the Listing Agreement, the Board of the Company has formed a Risk Management Committee to frame, implement and monitor the Risk Management Plan for the Company. The details of risk have been covered in the Management Discussion and Analysis Report forming part of the Boards report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has formed a CSR Committee comprising of Mr. Suresh Chandra Shahra as Chairman and Mr. Vijay Rathi and Mr. Hari Narayan Bhatnagar, as other members of the Committee.

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://anikgroup.com/images/Corporate%20Social%20Responsibility%20(CSR) %20Policy.pdf

The Annual Report on CSR activities is attached as "Annexure D" forming part of this report.

AUDITORS & AUDITORS REPORT

The Auditors M/s. Ashok Khasgiwala & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013 and they are not disqualified for such appointment.

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.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s Ajit Jain & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2014- 15. The Secretarial Audit Report for the financial year 2014-15 is annexed herewith as "Annexure E" forming part of this report.

There are no adverse comments, qualifications or reservations or adverse remarks in the Secretarial Audit Report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulator or courts or tribunals impacting the going concern status of the Company and future operations.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure F" forming part of this report.

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. There was no Complaint received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal.

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 Jt. Managing Director DIN: 00230392

For and on behalf of the Board of Directors

SURESH CHANDRA SHAHRA Managing Director DIN: 00062762

Place : Indore Dated: 14th August, 2015

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting Thirty Eighth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

The Performance of the Company for the financial year ended on 31st March, 2014 is summarized below:

(Rs in Lacs)

Particulars 2013-14 2012-13

Sales and other Income 1,50,478.11 1,30,412.83

Gross Profit 1,943.57 1,880.18

Depreciation 535.99 571.83

Profit before tax 1,407.58 1,308.35

Provision for Taxation for the year (275.00) (205.00)

Provision for Deferred Taxation for the year (22.05) (36.92)

Income tax for earlier years (net) - -

Profit after Taxation 1,110.52 1,066.43

Balance brought forward from previous year 13,088.64 12,022.21

Amount available for Appropriation 14,199.16 13,088.64

Transfer to General Reserve - - Proposed Dividend on Equity Shares - -

Tax on Dividend - -

Surplus carried to Balance Sheet 14,199.16 13,088.64

DIVIDEND

Your Company is exploring business opportunities for implementing the expansion plans of the existing businesses of milk & food processing as well as recently diversified mining and mineral based new projects; therefore it is necessary to conserve the funds to meet these investment opportunities, which your Board believes would enhance the shareholders wealth in coming period. Thus, your Board has not recommended any dividend for the financial year 2013-14.

OPERATIONS

During the year, Company achieved a turnover of Rs. 1,50,478 Lacs, which is increased by around 15% as compared to previous year. Operating profit has increased by around 3% at Rs. 1,943 Lacs and Net profit also increased by around 4% at Rs. 1,110 Lacs during the year under review. On the manufacturing front turnover increased by more than 18% and stood at Rs. 89,210 Lacs and manufacturing profit has also gone up by 21%.

Management of the Company under the direction of your Board of Directors is continued in achieving the targets of cutting down in the cost of operations and getting efficiency in this area by using better alternated resources/means.

BUSINESS EXPANSION & DIVERSIFICATION

Dairy Business

During the year under review, dairy business of your Company is increased by about 18% as compared to previous year. Company''s dairy plants at Dewas (M.P.), Bhopal (M.P.) and Etah (U.P.) are running successfully.

In addition to this, your Company is enthusiastically keeping a watch on the southern and the western regions of India for setting up few more dairy plants to cover these regions where we are sure that the products ofthe Company shall be taken hand to hand.

Mining Business

On the front of recently diversified business of mining, the year under review again remained productive as for few of the mines allotted to your Company, we are inching towards getting necessary permissions/ approvals and believe to start commercial activities in near future.

Further, sincere efforts of your Company are continue to set up mineral based industry in Madhya Pradesh to use explored minerals from own mines in future.

Better profitability and turnover is expected from these activities in future.

Real Estate Business

The integrated township project ''Active Acres'' at Kolkata launched few years back by M/s. Mahakosh Property Developers, a partnership wherein your Company is partner with major stake, is continuously getting good response from all segments of public even in the phase of slow down period in the Real Estate Sector, where, out of completed 4 towers and 1 tower under construction, booking of about 90% of the residential units has been done and more than 300 families have started living in township, which indicates your Company''s reputation and sustainability which will result in good profits in the years to come.

FOREIGN EXCHANGE EARNINGS

Your Company remains committed to enlarge foreign exchange earnings. During the year under review, your Company''s earnings from export of Agri-commodities on FOB basis were Rs. 9,952.99 Lacs.

Company is targeting other countries with additional dairy products and agri-commodities on opportunity basis to increase its foreign earnings.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

INSURANCE

All properties and insurable interests of the Company including Building and Plant & Machinery have been adequately insured. PARTICULARS OF EMPLOYEES

None of the employees of the Company was drawing remuneration in excess of the limits prescribed under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended till date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per section 217(1)(e) read with Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are given in the Annexure ''A'' forming part of this Report.

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.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statement for the period under review. Pursuant to section 217(2AA) of the Companies Act, 1956, and in respect of the annual accounts for the period under review, the Director hereby confirms that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed.

b. Appropriate accounting policies have been selected and applied 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 the financial year and of the profit or loss of the Company for that period;

c. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken to the best of their knowledge and ability.

d. The annual accounts have been prepared on a "going concern basis".

DIRECTORS

Mr. Kailash Chandra Shahra, Director of the Company retires by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible offer himself for reappointment.

Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, Mr. Vijay Rathi and Mr. Kamal Kumar Gupta are proposed to be appointed as Independent Directors of the Company for five consecutive years for a term upto 31st March, 2019. They qualify to be an Independent Director pursuant to the provisions of Section 149(6) of the Companies Act, 2013.

Mr. Hari Narayan Bhatnagar was appointed as an Additional Director by the Board of the Company with effect from 09th November, 2013 and holds office upto the date of this Annual General Meeting. Your Company has received a notice in writing from a member proposing his candidature for the office of Independent Directors. He qualifies to be an Independent Director pursuant to the provisions of Section 149(6) of the Companies Act, 2013.

Details of the proposal for appointment/ re-appointment of Directors are mentioned in the Notice ofthe Annual General Meeting. AUDITORS & AUDITORS'' REPORT

The Auditors M/s. Ashok Khasgiwala & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The notes referred to by the Auditors in their Report are self explanatory and hence do not require any explanation.

COST AUDIT

Pursuant to the circular dated 24th January, 2012 of the Ministry of Corporate Affairs, your Company has appointed M/s K.G. Goyal & Co., Cost Accountants, (Firm Registration No. 000017) as Cost Auditor of the year 2013-14, with the consent of the Central Government, for the audit of cost accounts maintained by the Company.

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

SURESH CHANDRA SHAHRA Managing Director DIN: 00062762

For and on behalf of the Board of Directors

ASHOK KUMAR TRIVEDI Whole-time Director DIN: 00350507

Place : Indore Dated: 14th August, 2014

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Thirty Seventh Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

The Performance of the Company for the financial year ended on 31st March, 2013 is summarized below:

(Rs.in Lacs) Particulars 2012-13 2011-12

Sales and other Income 1,30,412.83 1,65,869.42

Gross Profit 1,880.18 2,175.53

Depreciation 571.83 564.09

Profit before tax 1,308.35 1,611.44

Provision for Taxation for the year (205.00) (220.00)

Provision for Deferred Taxation for the year (36.92) (59.29)

Income tax for earlier years (net) (7.77)

Profit after Taxation 1,066.43 1,324.38

Balance brought forward from previous year 12,022.21 10,697.83

Amount Available for Appropriation 13,088.64 12,022.21

Transfer to General Reserve Proposed Dividend on Equity Shares Tax on Dividend

Surplus carried to Balance Sheet 13,088.64 12,022.21

DIVIDEND

Your Company is exploring business opportunities for implementing the expansion plans of the existing businesses of milk & food processing as well as recently diversified mining and mineral based new projects; therefore it is necessary to conserve the funds to meet these investment opportunities, which your Board believes would enhance the shareholders wealth in coming period. Thus, your Board has not recommended any dividend for the financial year 2012-13.

OPERATIONS

During the year, Company achieved a turnover of Rs. 1,30,412 Lacs, which is decreased by around 21% as compared to previous year. Operating profit has decreased by around 13% and stood at Rs. 1,880 Lacs and net profit also decreased by around 19% and stood at Rs. 1,066 Lacs during the year under review. The same is due to lower turnover in trading business to avoid unforeseen losses on account of high volatility in commodity prices and high upward fluctuation in US Dollar against Indian Rupee. However on the manufacturing front the turnover increased by more than 16% and stood at Rs. 75,199 Lacs, but manufacturing profit has gone down by 23% due to increased cost of raw milk

Management of the Company under the direction of your Board of Director is continued in achieving the targets of cutting down in the cost of operations and getting efficiency in this area by using better alternated resources/means

BUSINESS EXPANSION & DIVERSIFICATION

Dairy Business

During the year under review, your Company has increased its dairy business turnover by about 16% as compared to previous year. Your Company has started concentrating more on supplying hygienic quality liquid milk in pouches and in line with the same in 2012 it has successfully launched liquid milk in tetra pack with longer shelf life. Similarly to cater Central India with hygienic packed milk, Company has started its operation in Raipur, (Chhattisgarh). To cover more part of the urban area of North India, it has proposed to set up a new dairy plant at Etah (UP) for supply of pouch milk and better quality milk power. The said plant is expected to come in operation by April, 2014.

In addition to this, your Company is enthusiastically keeping a watch on the southern and the eastern regions of India for setting up few more dairy plants to cover these regions where we are sure that the products of the Company shall be taken hand to hand.

Mining Business

On the Front of recently diversified business of mining, the year under review again remained productive as few of mines allotted to your Company are marching ahead towards getting necessary approvals/permissions coming closure to start commercial production in the short span of time.

Further, sincere efforts of your Company are continue to set up mineral based Industry in Madhya Pradesh to use explored minerals from its own mines in future.

Better profitability and turnover is expected from these activities in future.

Real Estate Business

The integrated township project ''Active Acres'' at Kolkata launched few years back by M/s. Mahakosh Property Developers, a partnership firm wherein your Company is partner with major stake, is continuously getting good response from all segments of public even in the phase of recession period in the Real Estate Sector, where, out of completed 4 towers and 1 tower under construction, booking of about 75% of the residential units has been done and more than 100 families have started living in township, which is a good sign of your Company''s reputation and sustainability which will result in good profits in the years to come.

FOREIGN EXCHANGE EARNINGS

Your Company remains committed to enlarge foreign exchange earnings. During the year under review, your Company''s earnings from export on FOB basis were Rs. 8,927.26 lacs.

Company is targeting other countries with additional dairy products and agri-commodities on opportunity basis to increase its foreign earnings.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

INSURANCE

All properties and insurable interests of the Company including Building and Plant & Machinery have been adequately insured.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was drawing remuneration in excess of the limits prescribed under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended till date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per section 217(1)(e) read with Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are given in the Annexure ''A'' forming part of this Report.

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.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statement for the period under review. Pursuant to section 217(2AA) of the Companies Act, 1956 and in respect of the annual accounts for the period under review, the Director hereby confirms that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed.

b. Appropriate accounting policies have been selected and applied 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 the financial year and of the profit or loss of the Company for that period;

c. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken to the best of their knowledge and ability.

d. The annual accounts have been prepared on a "going concern basis".

DIRECTORS

Mr. Vijay Rathi, Director of the Company retires by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible offer himself for reappointment.

The Board of Directors at their meeting held on 06th June, 2013 reappointed Mr. Suresh Chandra Shahra as Managing Director of the Company for a period of 5 years with effect from 1st August, 2013. The Board of Directors recommends his re-appointment.

AUDITORS & AUDITORS REPORT

The Auditors M/s. Ashok Khasgiwala & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The notes referred to by the Auditors in their Report are self explanatory and hence do not require any explanation.

COST AUDIT

Pursuant to the circular dated 24th January, 2012 of the Ministry of Corporate Affairs, your Company has appointed M/s K.G. Goyal & Co., Cost Accountants, (Firm Registration no. 00017) as Cost Auditor for the year 2012-13, with the consent of the Central Government, for the audit of cost accounts maintained by the Company.

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

For and on behalf of the Board of Directors

MANISH SHAHRA SURESH CHANDRA SHAHRA

Jt. Managing Director Managing Director

Place : Indore

Dated: 31st August, 2013

Mar 31, 2012

The Directors have pleasure in presenting Thirty Sixth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

The Performance of the Company for the financial year ended on 31 March, 2012 is summarized below:

(Rs. in Lacs)

Particulars 2011-12 2010-11

Sales and other Income 1,65,869.42 1,30,830.07

Gross Profit 2,175.53 2,123.60

Depreciation 564.09 495.77

Profit before tax 1,611.44 1,627.83

Provision for Taxation for the year (220.00) (410.00)

Provision for Deferred Taxation for the year (59.29) (136.44)

Income tax for earlier years (net) (7.77) (72.19)

Profit after Taxation 1,324.38 1,009.20

Balance brought forward from previous year 10,697.83 9,688.63

Amount Available for Appropriation 12,022.21 10,697.83

Transfer to General Reserve Proposed Dividend on Equity Shares Tax on Dividend Surplus carried to Balance Sheet 12,022.21 10,697.83

DIVIDEND

Your Company is exploring business opportunities for implementing the expansion plans of the existing businesses and few years back has diversified in mining and mineral based new projects which requires substantial capital investment, therefore it is necessary to conserve the funds to meet these investment opportunities, which your Board believes would enhance the shareholders wealth in the long term. Thus, your Board has not recommended any dividend for the financial year 2011-12.

OPERATIONS

The overall performance of the Company showed remarkable improvement as compared to the previous year. The Company achieved turnover & other income of Rs. 1,65,869.42 Lacs with around 27% growth as compared to previous year however due to increased cost of raw material and other variable costs of Operating profit has increased only by 2.45% at Rs. 2,175.53 Lacs and Net profit increased handsomely by 31.23% at Rs. 1,324.38 Lacs during the year under review.

Management of the Company under the direction of your Board of Directors is continued in achieving the targets of cutting down the cost of operations and getting efficiency in this areaby using better & alternated resources/means.

BUSINESS EXPANSION & DIVERSIFICATION

Mining Business

On the front of newly diversified business of mining the year under review has remained productive one wherein after getting final approval of Ministry of Mines, Government of India for earlier recommended mining concessions, your Company has aggressively applied for various procedural formalities which includes prospecting work of allotted area, application before Ministry of Environment & Forest, submission of draft mining plan to Indian Bureau of Mines and various other field work formalities, however start of functioning from allotted mines needs to comply with various lengthy procedural formalities but

with our sincere and aggressive efforts towards these we expect to complete all the formalities in a further period of one year from the date hereof.

Further your Company is also very enthusiastic to set up mineral based industry in Madhya Pradesh to process minerals to be explored from its own mines. Land has been indentifiedattwo locations and project work shall startinnear future.

Better profitability and turnover is expected from these activities in future.

Real Estate Business

The integrated township project named 'Active Acres' at Kolkata launched few years back by Mahakosh Property Developers a partnership wherein your Company is a partner with major stake is continued to acknowledge great response from all segments which can be seen in the form of encouraging bookings even in the tight phase in the Real Estate Sector, which is a good sign of your Company's reputation and sustainability which will result in good profits in the years to come. Further the Company has also been allotted land by the Maharashtra Industrial Development Corporation at Butibori Industrial Area in Nagpur and also acquired land near to Kolkata Leather Complex, KITP, Gangapur, West Bengal where also your Company is keen to set up an IT project under oneofits sole proprietary concern M/s Ruchi Infosystems.

New Dairy Plant

A new Milk processing plant with capacity to produce 30 Tons Milk Powder per day by processing 4 Lacs litres per day commissioned at Dewas (MP) is running successfully. This plant has provided great opportunities of exports available in Milk Powder business to your Company after recently lifting of ban on skimmed milk powder by the Govt. of India, resulting in good profits inthe yearstocome.

Your Company is also planningtosetup anew dairy plant at Etah for better quality ofmilk powder to cater northern and north-east part of the Country.This plant is expected to be operational by April 2013.

In addition tothis, your Companyis enthusiastically keepingawatch on the southern and the eastern regionsofIndia for setting up few more dairy plants tocover these regions whereweare sure that the productsofthe Company shallbetaken hand tohand.

FOREIGN EXCHANGE EARNINGS

Your Company remains committed toenlarge foreign exchange earnings. During the year under review, your Company's earnings from exportofAgri-commodities onFOB basis were Rs. 8,922.57 lacs.

Company is targeting other countries with additional dairy products and agri-commodities on opportunity basis to increase its foreign earnings.

PUBLICDEPOSITS

The Company has not accepted any deposits from the public during the year under review.

INSURANCE

All properties and insurable interestsofthe Company including Building and Plant & Machinery have been adequately insured.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was drawing remuneration in excess of the limits prescribed under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended till date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per section 217(1)(e) read with Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are given intheAnnexure 'A' forming part ofthis Report.

HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year.The Board wishesto placeonrecord their sincere appreciation tothe co- operation extended byall the employees inmaintaining cordial relations.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors' certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statement for the period under review. Pursuant to section 217(2AA) of the Companies Act, 1956, and in respect of the annual accounts for the period under review, the Directors hereby confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed.

b. Appropriate accounting policies have been selected and applied 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 the financial year and of the profit or loss of the Company for that period;

c. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken to the best of their knowledge and ability.

d. The annual accounts have been prepared on a "going concern basis".

DIRECTORS

Mr. Kailash Chandra Shahra and Mr. Kamal Kumar Gupta, Directors of the Company retires by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible offer themselves for reappointment.

Mr. Praveen Sethia has resigned from the Directorship of the Company on 19.04.2011. Mr. PD. Nagar has resigned from the Directorship of the Company on 01.01.2012. The Board appreciates the valuable services rendered by Mr. Praveen Sethia and Mr. P.D. Nagar during their association with your Company.

The Members of the Company in the Annual General Meeting held on 30.09.2011 reappointed Mr. Manish Shahra as the Joint Managing Director of the Company for a period of 5 years with effect from 1 July, 2011 and Mr. Ashok Trivedi as the Whole-time Director of the Company for aperiod of 5 years with effect from 1 April, 2011.

Mr. Vijay Rathi was appointed as an Additional Director of the Company w.e.f 02.04.2012 and who holds office upto the ensuing Annual General Meeting. The Company has received a notice u/s 257 of the Companies Act, 1956 together with the requisite deposit from a shareholder and proposes to appoint him as a Director of the Company liable to retire by rotation.

AUDITORS & AUDITORS REPORT

The Auditors M/s. Ashok Khasgiwala & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The notes referred to by the Auditors in their Report are self explanatory and hence do not require any explanation.

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 For and on behalf of the Board of Directors

(MANISH SHAHRA) (SURESH CHANDRA SHAHRA)

Jt. Managing Director Managing Director

Place : Indore

Dated : 3rd September, 2012

Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting Thirty Fifth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS

The Performance of the Company for the financial year ended on 31st March, 2011 is summarized below:

(Rs.in Lacs)

Particulars 2010-11 2009-10

Sales and other Income 1,27,883.01 1,22,327.59

Gross Profit 2,123.60 1,908.18

Depreciation 495.77 387.83

Profit before tax 1,627.83 1,520.36

Provision for Taxation for the year (410.00) (360.00)

Provision for Deferred Taxation for the year (136.44) (50.67)

Income tax for earlier years (net) (72.19) (3.63)

Profit after Taxation 1,009.20 1,106.06

Balance brought forward from previous year9,688.63 9,276.75

Amount Available for Appropriation 10,697.83 10,382.81

Transfer to General Reserve -- 500.00

Proposed Dividend on Equity Shares -- 166.52

Tax on Dividend -- 27.66

Surplus carried to Balance Sheet 10,697.83 9,688.63

DIVIDEND

Your Company is exploring business opportunities for implementing the expansion plans of the existing businesses and recently diversified mining and mineral based new projects by itself and through its associates, therefore it is necessary to conserve the funds to meet these investment opportunities, which your Board believes would enhance the shareholders' wealth in the long term. Thus, your Board has not recommended any dividend for the financial year 2010-11.

OPERATIONS

The overall performance of the Company showed significant improvement as compared to the previous year. The Company achieved turnover of Rs. 1,27,883.01 Lacs with around 4.5% growth as compared to previous year. Operating profit has increased by 11.27% at Rs. 2,123.60 Lacs but Net Profit decreased by 8.76% at Rs. 1,009.20 Lacs during the year under review.

Management of the Company under the direction of your Board of Directors is continued in achieving the targets of cutting down in the cost of operations and getting efficiency in this area by using better alternated resources/means.

BUSINESS EXPANSION & DIVERSIFICA TION

Mining Business

On the front of recently diversified business of mining, the year under review has remained very productive as apart from getting final approval of Ministry of Mines, Government of India for earlier recommended mining concessions at Miragpur (M.P.) & Mahadulla (Mh.), your Company also got approval of one more Manganese mine at Nandia Loharpura (M.P.). Functioning from the aforesaid allotted Manganese mines can be started only after clearing various procedural formalities and grant of relevant permissions & approvals. However, we expect to complete all the formalities within a span of next one year from the date hereof.

Further your Company is also very keen to set up mineral based industry in Madhya Pradesh to process minerals to be explored from its own mines. Land has been identified at two locations and project work shall start in near future.

Better profitability and turnover is expected from these activities in future.

Real Estate Business

The integrated township project 'Active Acres' at Kolkata launched in 2008 by Mahakosh Property Developers, a partnership wherein your company is a major partner is continuously getting good response from all segments of society being offered at very competitive rates at the best location. Overwhelming response of the project is a good sign of your Company's reputation and sustainability which will result in ample profits in the years to come. Further the Company has also been allotted land by the Maharashtra Industrial Development Corporation at Butibori Industrial Area in Nagpur and also acquired land near to Kolkata at Kolkata Leather Complex, KITP, Gangapur, West Bengal where also your Company is keen to set up an IT project under one of its sole proprietary concern M/s. Ruchi Infosystems.

New Dairy Plant

A new Milk Processing plant with capacity to produce 30 Tons Milk Powder per day by processing 4 Lacs liters per day has been commissioned successfully at Dewas (M.P.) with total investment of around Rs. 22 crores. The commercial production from the said plant is being taken successfully. This plant provides great opportunities of exports available in Milk Powder business to your Company resulting in good profits in the years to come.

In addition to that your Company is enthusiastically eying the southern and the eastern region of the India for setting up few more dairy plants to cover these regions where we are sure that the products of the Company shall be taken hand to hand.

FOREIGN EXCHANGE EARNINGS

Your company remains committed to enlarge foreign exchange earnings. During the year under review, your company's earnings from export of goods on FOB basis was Rs. 4,556.79 lacs earned through export of Agri-Commodities.

Company is targeting other countries with additional dairy products and agri-commodities on opportunity basis to increase its foreign earnings.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

INSURANCE

All properties and insurable interests of the Company including Building and Plant & Machinery have been adequately insured.

PARTICULARS OF EMPLOYEES

None of the employees of the Company was drawing remuneration in excess of the limits prescribed under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended till date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as per section 217(1)(e) read with Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are given in the Annexure 'A' forming part of this Report.

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 employees in maintaining cordial relations.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Auditors' certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statement for the period under review. Pursuant to section 217(2AA) of the Companies Act, 1956, and in respect of the annual accounts for the period under review, the Director hereby confirms that:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed.

b. Appropriate accounting policies have been selected and applied 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 the financial year and of the profit or loss of the Company for that period;

c. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken to the best of their knowledge and ability.

d. The annual accounts have been prepared on a "going concern basis";

DIRECTORS

Mr. Ashok Mehta, Director of the Company retires by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible offer themselves for reappointment.

Mr. Praveen Sethia who was appointed as Director of the Company w.e.f. 01.07.2010, has resigned from the Directorship of the Company on 19.04.2011. Mr. Deepakk Goyal has resigned from the Directorship of the Company on 07.02.2011. Mr. Shashi Kumar has resigned on 08.05.2010 and Mr. Surpalsinh Jhala has resigned on 10.07.2010. The Board appreciates the valuable services rendered by Mr. Praveen Sethia, Mr. Deepakk Goyal, Mr. Shashi Kumar and Mr. Surpalsinh Jhala during their association with your Company.

The Board of Directors at their meeting held on 15th June, 2011 reappointed Mr. Manish Shahra as the Joint Managing Director of the Company for a period of 5 years with effect from 1st July, 2011 and Mr. Ashok Trivedi as the Whole-time Director of the Company for a period of 5 years with effect from 1st April, 2011. Your Company recommends their re-appointment.

Mr. Kamal Kumar Gupta was appointed as Additional Director of the Company w.e.f. 10.08.2011 and who holds office upto the ensuing Annual General Meeting. The Company has received a notice u/s 257 of the Companies Act, 1956 together with the requisite deposit from a shareholder and proposes to appoint him as a Director of the Company liable to retire by rotation.

AUDITORS & AUDITORS REPORT

The Auditors M/s. Ashok Khasgiwala & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The notes referred to by the Auditors in their Report are self explanatory and hence do not require any explanation.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Company's employees 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 continues support given by them to the Company and their confidence in the management.

For and on behalf of the Board of Directors

(MANISH SHAHRA) (SURESH CHANDRA SHAHRA)

Jt. Managing Director Managing Director

Place : Indore

Dated: 3rd September, 2011

Mar 31, 2010

The Directors have pleasure in presenting Thirty Fourth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31 st March, 2010.

Financial Results

The Performance of the Company for the Financial Year ended on 31 st March, 2010 is summarized below:

(Rs.in Lacs)

Particulars 2009-10 2008-09

Sales and other Income 1,22,327.59 1,02,097.75

Gross Profit 1,908.18 1,799.76

Depreciation 387.83 354.49

Profit for the year 1,520.36 1,445.27

Profit before tax 1,520.36 1,445.27

Provision for Taxation for the year (360.00) (400.00)

Provision for Fringe Benefit Tax - (19.00)

Provision for Deferred Taxation for the year (50.67) (120.70)

Income Tax for earlier years (net) (3.63) 173.23

Profit after Taxation 1,106.06 1,078.80

Balance brought forward from previous year 9,276.75 8,419.74

Amount Available for Appropriation 10,382.81 9,498.54

Transfer to General Reserve 500.00 26.97

Proposed Dividend on Equity Shares 166.52 166.52

Tax on Dividend 27.66 28.30

Surplus carried to Balance Sheet 9,688.63 9,276.75

DIVIDEND

Your Directors are pleased to recommend Dividend of 6% (Rs 0.60/- per equity share) for the year ended 31st March, 2010 on Equity Share Capital of Rs. 27.75 Cr. involving an outgo of Rs. 166.52 Lacs. Additionally, Dividend Distribution Tax will involve an outlay of Rs. 27.66 Lacs.

OPERATIONS

The overall performance of the Company showed significant improvement as compared to the previous year. The Company has achieved turnover of Rs. 1,223 Crores with around 20% growth as compared to previous year. Operating Profit & Net profit also increased by 6% at Rs. 1,908.18 Lacs by 2.5% at Rs. 1,106.06 Lacs respectively during the year under review.

Management of the Company under the direction of your Board of Directors is continues in achieving the targets of cutting down in the cost of operations and getting efficiency in this area by using better alternated resources/means.

BUSINESS EXPANSION & DIVERSIFICATION

MINING BUSINESS

On the front of recently diversified business of mining the year under review has remained very fruitful and two Mining Concessions have been allotted to your Company in which the First is as Mining Lease at Miragpur Dist. Balaghat (MP) and the Second as Prospecting License at Mahadula (Mahashtra). We expect to start functioning after various procedural formalities and permissions are granted. Based on sound financial background and captive usage of minerals in the industry being projected by the Company, we expect to get allotment of Manganese Ore mines at other places also.

reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year and of the profit or loss of the Company for that period;

c. Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken to the best of their knowledge and ability.

d. The annual accounts have been prepared on a "Going Concern Basis".

DIRECTORS

Mr. Kailash Chandra Shahra and Mr. P.D. Nagar, Directors of the Company retire by rotation in accordance with the provisions of the Articles of Association of the Company and being eligible offer themselves for reappointment.

Mr. Shashi Kumar and Mr. Surpalsinh Jhala have been appointed as Additional Directors of the Company w.e.f 19.02.2010. Mr. Ashok Phadnis has resigned from the Directorship of the Company on 10.03.2010. Due to adverse health conditions Mr. Shashi Kumar and Mr. Supralsinh Jhala have resigned from the Directorship on 08.05.2010 and 10.07.2010 respectively. The Board appreciates the valuable services rendered by Mr. Shashi Kumar, Mr. Surpalsinh Jhala and Mr. Ashok Phadnis during their association with your Company.

Mr Praveen Sethia was appointed as Additional Director of the Company w.e.f. 01.07.2010 and who holds office upto the ensuing Anneal General Meeting. The Company has received a Notice u/s 257 of the Companies Act, 1956 together with the requisite deposit from a shareholder and proposes to appoint him as a Director of the Company liable to retire by rotation.

AUDITORS & AUDITORS REPORT

Thi1 Auditors M/s. Ashok Khasgiwala & Co., Chartered Accountants, retires at the forthcoming Annual General Meeting and is eligible for re-appointment. The notes referred to by the Auditors in their Report are self explanatory and hence do not require any explanation.

SUBSIDIARY COMPANIES:

The Company had following subsidiaries as on 31 st March, 2010:

1. Anik Energy Pvt. Ltd.

2. Anik Ferro-Alloys Pvt. Ltd.

However due to no business activity in both the subsidiary companies during the Financial Year 2009-10 the financial results of both the companies have not been consolidated.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the Companys employees 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 by them to the Company and their confidence in the management.

For and on behalf of the Board of Directors For and on behalf of the Board of Directors

(MANISH SHAHRA) (SURESH CHANDRA SHAHRA)

Jt. Managing Director Managing Director

Dated: 3rd September, 2010 Place : Indore

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