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Directors Report of Anil Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present the Annual Report together with Audited Statement of Accounts of the Company for the financial year ended March 31, 2014.

FINANCIAL RESULTS

The standalone operating performance of your company for the financial year ended March 31, 2014 as compared to the previous financial year is given below:

(Rs. in Lacs except per share data)

Particulars 2013-14 2012-13

Sales & Operating Income 82491.46 70671.65

Operating Profits (PBDIT) 14340.69 12268.00

Less Depreciation 1269.75 1096.39

Less Net Interest Expenses 6012.19 5189.77

Profit Before Exceptional

Items & Tax 7058.75 5981.84

Less Extraordinary Items (14.22) (42.85)

Less Tax Expenses 2239.47 1462.36

Net Profit After Tax 4833.50 4562.33

Balance brought forward 15081.16 11578.07

Distributable Profits 19914.66 16140.40

Appropriated as under:

Transfer to General Reserve 500.00 500.00

Proposed Equity Dividend 195.32 195.32

Proposed Dividend on Redeemable 310.40 285.96

Preference Share

Dividend Distribution Tax 82.04 78.08

Balance Carried Forward 18826.90 15081.04

Earning Per Share (Rs. per share)

- Basic 45.80 43.31

- Diluted 45.80 43.31

OPERATIONS AND REVIEW (Company''s Performance)

For the Financial Year 2013-14, the Company has registered strong working results by concentrated efforts of both management and employees. During the year under review total income of the Company has increased to Rs. 82491.46 Lacs from Rs. 70671.65 lacs in the previous year at a growth rate of 16.72%. Our Export revenue aggregated to Rs. 8912.07 lacs up by 4.91% from Rs. 8494.59 lacs in the previous year. The profit before Depreciation, Interest and Taxes (PBDIT) amounted to Rs. 14340.69 lacs as against Rs. 12268 lacs in the previous year.

DIVIDEND

Based on Company''s performance, your Board of Directors are pleased to recommend dividend of Rs. 2.00/- per equity share (previous year Rs. 2.00/- per equity share) of face value Rs. 10/- each for the year ended March 31, 2014. The dividend, if approved by the shareholders, will be paid to the eligible shareholders. The proposed dividend would be tax free in the hands of the shareholders.

The Company proposes to transfer Rs. 500 Lacs to General Reserve out of the amount available for appropriation and amount of Rs. 18826.90 Lacs is proposed to be retained in Profit and Loss Account.

The Redeemable Preference Shares are entitled to a dividend of 8.00% per annum. Accordingly, the Directors have recommended, for approval of the Members, a dividend of Rs. 8.00 per Share on 38,80,000 Redeemable Preference Shares of Rs. 100/- each for the Financial Year 2013-14.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchange has been attached and forms part of this Directors'' Report As Annexure.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

As on March 31, 2014, your company have three subsidiary companies namely Anil Bioplus (Europe) B. V., Anil Life Sciences Ltd. and Anil Mega Food Park Pvt. Ltd.

As required under the Listing Agreement with the Stock Exchanges, Consolidated Financial Statements of the Company have been prepared in accordance with Accounting Standards 21 and 23 issued by the Institute of Chartered Accountants of India and attached herewith.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of Subsidiary Companies have not been attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies and related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of subsidiary Company will also be kept open for inspection at the Registered Office of the Company and that of the respective Subsidiaries Company. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies. The Statement pursuant to Section 212 of the Companies Act, 1956 in respect of Subsidiaries is attached herewith as Annexure I.

DIRECTORS

Shri Amol Sheth retires by rotation as director at the upcoming Annual General Meeting and being eligible offers himself for re-appointment.

Shri Amol Sheth is the principal promoter member of ANIL Group of Companies. He is in the business for more than 15 years and is involved in all facets of business operations and management of Group Companies.

Shri Amol Sheth brings a wealth of insight into business intricacies along with infectious enthusiasm for any initiative. Apart from different aspects of business operations, Shri Amol Sheth has strengths in areas of Strategy and Finance. He works on strategy formulation and is relentless in his pursuit of professionalizing the business and plotting a visionary path forward.

As a third-generation entrepreneur, Shri Amol Sheth''s promising ideas and an inherently international outlook contributed to the growth and success of the ANIL Group. Amongst various first time initiatives, he was instrumental in getting an E.R.P. (SAP) implemented in Group Flagship Company, Anil Limited 10 years ago, which was the first of such implementation in the comparable sized companies in India. He emphasizes on systems & processes and has been keenly championing the adaptation of modern management & work practices like 5S, Kaizen, Quality Circles, TPM, TQM etc. with ANIL Group. Shri Amol Sheth believes in the power of people and leaves no stone unturned in ensuring that the employees'' personal and professional needs in terms of self & professional development, work-life balance get addressed adequately.

The Board recommends his re-appointment at the forthcoming Annual General Meeting of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Ministry of Corporate Affairs notified Section 135 of Companies Act, 2013 along with the Rules thereunder and revised schedule VII to the Act, which came into effect from 1st April, 2014.

In accordance with the abovementioned Rules, the Board of Directors at their meeting held on May 28, 2014 had constituted ''Corporate Social Responsibility'' Committee comprising three directors namely Shri Kamal Sheth, Shri Anurag Kothawala and Shri Shashin Desai.

AUDITORS

M/s. Parikh & Majmudar, Chartered Accountants, Ahmedabad retire as auditors of the Company at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as Auditors. The Audit Committee of the Board of Directors of the Company and Board of Directors has recommended that M/s. Parikh & Majmudar, Chartered Accountants, be appointed as auditors to hold office for a period of four years. The Company has received confirmation that their appointment will be within the limits prescribed under section 139 of the Companies Act, 2013.

FINANCE AND ACCOUNTS

The Notes on Financial Statements are referred to in the Auditors'' Report are self explanatory and do not call for any further comments.

PUBLIC DEPOSITS

During the year under review your Company has neither accepted nor renewed any Public Deposits.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, in relation to the financial statements for the year ended on March 31, 2014, the Board of Directors state that:

(i) the applicable accounting standards have been followed in preparation of the financial statements and there are no material departures from the said standards;

(ii) 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 the financial year and of the profit or loss of the company for that period;

(iii) that the directors have taken 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;

(iv) the financial statements have been prepared on a going concern basis.

INSURANCE

The Company''s buildings, plant and machineries, stocks and other properties wherever necessary and to the extent required have been adequately insured.

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

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, are set out in Annexure II to this report.

CORPORATE GOVERNANCE

Your Company is committed to good corporate governance practices as stipulated under the Listing Agreement with the stock exchanges.

SEBI vide its circular No. CIR/CFD/POLICY CELL/2/2014 dated 17''h April 2014 has notified the revised clause 49 of the listing agreement to be applicable with effect from October 1, 2014. This Report therefore contains previous clause 49 of Listing Agreement according to which a detailed report on Corporate Governance along with the Compliance Certificate obtained from the practicing Company Secretary forms part of this Annual Report.

PARTICULARS OF EMPLOYEES AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956

There was no employee drawing remuneration in excess of limits prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and therefore not applicable to the Company.

COST AUDITORS

For the FY 2014, the Board of Directors of the company had re-appointed on the recommendation of the Audit Committee, M/s. R. Nanabhoy & Co., Cost Accountants as cost auditors for auditing the cost accounts. Their appointment was approved by Central Government. In terms of the Companies (Cost Audit Report) Rules, 2011 the Cost Audit Report relating to the financial year ended 31st March 2013 had been field within the due date.

For the Financial year 2014-15, the Board of Directors of the Company has appointed, on the recommendation of the Audit Committee, M/s. R. Nanabhoy & Co., as Cost Auditors of the Company for auditing the cost accounts.

COMPULSORY TRADING IN DEMAT MODE

Trading of the equity shares of your Company are being traded compulsorily in DEMAT form from 23/03/2001 pursuant to circular of SEBI.

ACKNOWLEDGEMENTS

Your Directors express their deep appreciation to employees at all levels for their dedication, hard work and commitment. The Directors would also wish to convey their appreciation to the Shareholders, Customers, Suppliers, Bankers, Financial Institutions, Stakeholders and other agencies for their continuous efforts in company''s growth and look forward for the same support in the future.

For and on behalf of the Board Amol Sheth Chairman & Managing Director

Place : Ahmedabad Date : May 28, 2014


Mar 31, 2013

Dear Members,

The are delighted to present the Annual Report together with Audited Statement of Accounts of the Company for the financial year ended March 31, 2013.

FINANCIAL RESULTS

The standalone operating performance of your company for the financial year ended March 31, 2013 as compared to the previous financial year is given below:

(Rs. in Lacs except per share data)

Particulars 2012-13 2011-12

Sales & Operating Income 70671.65 60224.05

Operating Profits (PBDIT) 12119.33 11312.12

Less Depreciation 1096.39 970.15

Less Net Interest Expenses 5041.11 3994.74

Profit Before Exceptional Items & Tax 5981.83 6347.23

Less Extraordinary Items (42.86) 4.09

Less Tax Expenses 1462.36 1631.44 Less Short/Excess Pro Of earlier year w/o 0.00 0.00

Net Profit After Tax 4562.33 4711.70

Balance brought forward 11578.07 7741.06

Distributable Profits 16140.40 12452.76

Appropriated as under:

Transfer to General Reserve 500.00 500.00

Proposed Equity Dividend 195.32 195.32

Proposed Dividend on Redeemable Preference Share 285.96 127.07

Dividend Distribution Tax 78.08 52.30

Balance Carried Forward 15081.04 11578.07

Earning Per Share (Rs. per share)

- Basic 43.31 46.73

- Diluted 43.31 46.73

OPERATIONS AND REVIEW (COMPANYS PERFORMANCE)

During the year under review, your Company has been able to register strong working results supported by our product offerings to varied industries; during the year under review total income of the Company has increased to Rs. 70671.65 Lacs from Rs. 60224.05 Lacs in the previous year at a growth rate of 17.35%. Our Export revenue aggregated to Rs. 8494.59 Lacs up by 18.29% from Rs. 7181.44 Lacs in the previous year. Our Gross profit amounted to Rs. 6024.70 Lacs as against Rs. 6343.14 Lacs in the previous year. The profit before Interest, Depreciation, Taxes and Amortization (PBDIA) amounted to Rs. 12119.33 Lacs as against Rs. 11312.12 Lacs in the previous year.

ISSUE OF REDEEMABLE PREFERENCE SHARES

Pursuant to resolution passed by the Members at the Annual General Meeting held on September 17, 2012 further 5,00,000 Redeemable Preference Shares aggregating to Rs. 5.00 Crores have been allotted on November 11, 2012. This has resulted increase in paid-up share capital of the Company from Rs. 43,56,61,660/- to Rs. 48,56,61,660/- consisting of 97,66,166 Equity Shares of Rs. 10/- each and 38.80.000 Redeemable Preference Shares of Rs. 100/- each.

DIVIDEND

Based on Companys performance, your Board of Directors are pleased to recommend dividend of Rs. 2.00/- per equity share (previous year Rs. 2.00/- per equity share) of face value Rs. 10/- each for the year ended March 31, 2013. The dividend, if approved by the shareholders, will be paid to the eligible shareholders within the period stipulated under the Companies Act, 1956. The proposed dividend would be tax free in the hands of the shareholders.

The Company proposes to transfer Rs. 500 Lacs to General Reserve out of the amount available for appropriation and amount of Rs. 15081.18 Lacs is proposed to be retained in Profit and Loss Account.

The Redeemable Preference Shares are entitled to a dividend of 8.00% per annum. Accordingly, the Directors have recommended, for approval of the Members, a dividend of Rs. 8.00 per Share on 33,80,000 Redeemable Preference Shares of Re.100/- each and Rs. 3.11 per Share on 5,00,000 shares issued during the year on November 11, 2012 on a pro-rata basis for the Financial Year 2012-13.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchange has been attached and forms part of this Directors '' Report As Annexure.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

As on March 31, 2013, your company have Two subsidiary companies namely Anil Bioplus (Europe) B. V. and Anil Life sciences Ltd.

As required under the Listing Agreement with the Stock Exchanges, Consolidated Financial Statements of the Company have been prepared in accordance with Accounting Standards 21 and 23 issued by the Institute of Chartered Accountants of India and attached herewith.

In accordance withthe general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of Subsidiary Companies have not been attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies and related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of subsidiary Company will also be kept open for inspection at the Registered Office of the Company and that of the respective Subsidiaries Company. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies. The Statement pursuant to Section 212(1)(e) of the Companies Act, 1956 in respect of Subsidiaries is attached herewith as Annexure II.

DIRECTORS

Shri Kamal Sheth retires by rotation as director at the upcoming Annual General Meeting and being eli gible offers himself for re-appointment.

Shri Kamal Sheth aged about 57 years is a B.Sc by qualification. He is having wide experience in the field of Marketing and business administration. He is also on the Board of various Companies and social organizations. He is the chairman of Audit Committee & Share Transfer committee cum investor grievance committee and member of the Remuneration committee of the Company. He does not hold any share of the Company.

The Board recommends his re-appointment at the forthcoming Annual General Meeting of the Company.

AUDITORS

M/s. Parikh & Majmudar, Chartered Accountants, Ahmedabad retire as auditors of the Company at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as Auditors. The Audit Committee of the Board of Directors of the Company and Board of Directors has recommended that M/s. Parikh & Majmudar, Chartered Accountants, be appointed as auditors to hold office until the conclusion of the next Annual General Meeting. The Company has received confirmation that their appointment will be within the limits prescribed under section 224 (1B) of the Companies Act, 1 956.

FINANCE AND ACCOUNTS

The Notes on Financial Statements are referred to in the Auditors''Report are self explanatory and do not call for any further comments.

PUBLIC DEPOSITS

During the year under review your Company has neither accepted nor renewed any Public Deposits.

DIRECTORS''RESPONSIB ILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, in relation to the financial statements for the year ended on March 31, 2013, the Board of Directors state that:

(i) the applicable accounting standards have been followed in preparation of the financial statements and there are no material departures from the said standards;

(ii) in order to provide a true and fair view of the state of affairs of the Company as on March 31, 2013 and the profits for the period ended on that date, reasonable and prudent judgments and estimates have been made and generally accepted accounting policies have been selected and consistently applied;

(iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Com panies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the financial statements have been prepared on a going concern basis.

INSURANCE

The Companys buildings, plant and machineries, stocks and other properties wherever necessary and to the extent required have been adequately insured.

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

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, are set out in Annexure III to this report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements.

A detailed report on Corporate Governance along with the Compliance Certificate obtained from the practicing Company Secretary as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

PARTICULARS OF EMPLOYEES AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956

There was no employee drawing remuneration in excess of limits prescribed under section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and therefore not applicable to the Company

COST AUDITORS

For the FY2013, the Board of Directors of the company had re-appointed onthe recommendation of the Audit Committee, M/s. R. Nanabhoy & Co., Cost Accountants as cost auditors for auditing the cost accounts. Their appointment was approved by Central Government. In terms of the Companies (Cost Audit Report) Rules, 2011 the Cost Audit Report relating to the financial year ended 31st March 2012 had been field within the due date.

For the Financial year 2013-14, the Board of Directors of the Company have appointed, on the recommendation of the Audit Committee, M/s. R. Nanabhoy & Co., as Cost Auditors of the Company for Auditing the cost accounts.

COMPULSORY TRADING IN DEMAT MODE

Trading of the equity shares of your Company are being traded compulsorily in DEMAT form from 23/03/2001 pursuant to circular of SEBI.

ACKNOWLEDGEMENTS

The Directors wish to express their appreciation of continued co-operation of the Governments, Bankers, Financial Institutions, esteemed Customers, business associates and other agencies. We palace on record our appreciation of the contribution made by our employees at all levels. Directors also wish to thank all the shareowners and stakeholders for their continued support and look forward to have the same support in all future endeavors.

For and On behalf of the Board

Sd/-

Place : Ahmedabad Amol Sheth

Date : May 10, 2013 Chairman & Managing Director


Mar 31, 2012

The are delighted to present the Annual Report together with Audited Statement of Accounts of the Company for the financial year ended March 31, 2012.

FINANCIAL RESULTS

The standalone operating performance of your company for the financial year ended March 31, 2012 as compared to the previous financial year is given below: (Rs.in Lacs except per share data)

Particulars 2011-12 2010-11

Sales & Operating Income 60224.05 50408.35

Operating Profits (PBDIT) 11312.12 8895.23

Less Depreciation 970.15 643.61

Less Net Interest Expenses 3994.74 2795.61

Profit Before Exceptional Items &Tax 6347.23 5456.01

Less Extraordinary Items 4.09 36.05

Less Tax Expenses 1631.44 1372.80

Less Short/Excess Pro Of earlier year w/o 0.00 21.76

Net Profit After Tax 4711.70 4025.40

Balance brought forward 7741.06 4343.42

Distributable Profits 12452.76 8368.82

Appropriated as under:

Transfer to General Reserve 500.00 400.00

Proposed Equity Dividend 195.32 195.32

Proposed Dividend on Redeemable Preference Share 127.07 0.00

Dividend Distribution Tax 52.30 32.44

Balance Carried Forward 11578.07 7741.06 Earning Per Share (Rs. per share)

- Basic 46.73 41.22

- Diluted 46.73 41.22

OPERATIONS AND REVIEW (COMPANY'S PERFORMANCE)

The operating results of your Company reflect a crystallized narrative of its strong and rapid pace as well as its innate and intrinsic strength for sustained future growth. During the year under review, your Company has been able to register storng working results supported by our strong product offerings to varied industries driven by strong product development system, during the year under review total income of the Company has increased

to Rs. 60,224.05 Lacs from Rs.50,408.35 Lacs in the previous year at a growth rate of 19.47%. Our Export revenue aggregated to Rs. 7,181.44 Lacs up by 64.69% from Rs. 4,360.62 Lacs in the previous year. Our Gross profit amounted to Rs. 6,343.14 Lacs as against Rs. 5,419.96 Lacs in the previous year at a growth rate of 17.03%. The profit before Interest, Depreciation, Taxes and Amortization (PBIDTA) amounted to Rs. 11,308.03 Lacs as against Rs. 8,859.18 Lacs in the previous year.

ISSUE OF REDEEMABLE PREFERENCE SHARES AND CHANGE IN AUTHORISED AND PAID-UP SHARE CAPITAL

Pursuant to resolution passed by the Members by way of Postal Ballot, the results of which were announced on March 26, 2012, the Authorised Share Capital of the Company has increased from Rs. 60 Crores to Rs. 100 Crores divided in to 2,50,00,000 (Two Crores Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten only) each, 70,00,000 (Seventy Lacs) Preference Shares of Rs. 100/- (Rupees One Hundred only) each and 50,00,000 (Fifty Lacs) Unclassified Shares of Rs. 10/- (Rupees Ten Only) each, Further, 33,80,000 Redeemable Preference Shares aggregating to Rs. 33.80 Crores have been allotted on November 10, 2011. This has resulted increase in paid- up share capital of the Company from Rs. 9,76,61,660/- to Rs. 43,56,61,660/- consisting of 97,66,166 Equity Shares of Rs. 10/- each and 33,80,000 Redeemable Preference Shares of Rs. 100/-each.

DIVIDEND

Based on Company's performance, your Board of Directors are pleased to recommend dividend of Rs.2.00/- per equity share (previous yearRs.2.00/- per equity share) of face value Rs. 10/- each for the year ended March 31, 2012. The dividend, if approved by the shareholders, will be paid to the eligible shareholders within the period stipulated under the Companies Act, 1956. The proposed dividend would be tax free in the hands of the shareholders.

The Company proposes to transferRs. 500 Lacs to General Reserve out of the amount available for appropriation and amount ofRs. 11,578.07 Lacs is proposed to be retained in Profit and Loss Account.

The Redeemable Preference Shares which have been allotted on November 10, 2011 are entitled to pro-rata dividend for the year 2011-12, from the date of their allotment. The Redeemable Preference Shares are entitled to a dividend of 8.00% per annum. Accordingly, the Directors have recommended, for approval of the Members, a dividend of Rs. 3.76 per Share on 33,80,000 Redeemable Preference Shares of Re.100/- each on a pro-rata basis for the Financial Year 2011-12.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

The Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchange has been attached and forms part of this Directors' Report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

As on March 31, 2012, your company have three subsidiary companies namely Anil Bioplus (Afro-Asia) FZE, Anil Bioplus (Europe) B. V and Anil Nutrients Ltd.

As required under the Listing Agreement with the Stock Exchanges, Consolidated Financial Statements of the Company have been prepared in accordance with Accounting Standards 21 and 23 issued by the Institute of Chartered Accountants of India and attached herewith.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of Subsidiary Companies have not been attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Companies and related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of subsidiary Company will also be kept open for inspection at the Registered Office of the Company and that of the respective Subsidiaries Company. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies. The Statement pursuant to Section 212(1) (e) of the Companies Act, 1956 in respect of Subsidiaries is attached herewith as Annexure I.

DIRECTORS

Smt. Indira Parikh retires by rotation as director at the upcoming Annual General Meeting and being eligible offers herself for re-appointment.

Prof. Parikh is the Founder President of FLAME. She was a faculty at IIM-Ahmedabad for over 30 years and Dean from 2002 to 2005. She has taught at INSEAD, Fontainebleau (France) and Texas A&M University. She has specialized in organization development and design, and institution building. She has designed and offered management and leadership development programs in public sector, private sector and multinational organizations. She has been a consultant to various national and international organizations. Prof. Indira Parikh is also on the board of several companies.

She is a coach for many leading and upcoming organizations. Her current work focuses on facilitating learning and development of Management and employees across levels in the context of organizations growth.

Prof. Parikh has been honored with several life time achievement awards both nationally and internationally. She has written numerous articles published in National & International Journals and is the co-author/ author of several books.

The Board recommends her re-appointment at the forthcoming Annual General Meeting of the Company.

AUDITORS

M/s. Parikh & Majmudar, Chartered Accountants, Ahmedabad retire as auditors of the Company at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as Auditors. The Audit Committee of the Board of Directors of the Company and Board of Directors has recommended that M/s. Parikh & Majmudar, Chartered Accountants, be appointed as auditors to hold office until the conclusion of the next Annual General Meeting. The Company has received confirmation that their appointment will be within the limits prescribed under section 224 (1B) of the Companies Act, 1956.

FINANCE AND ACCOUNTS

The Notes on Financial Statements are referred to in the Auditors' Report are self explanatory and do not call for any further comments. The Schedule VI of the Companies Act, 1956 has been revised by the Ministry of Corporate Affairs vide its notification dated February 28, 2011. The notification is in force and is applicable for all Balance Sheets and Statement of Profit and Loss to be prepared for the financial year commencing on or after April 1, 2011. Therefore, the previous year figures have been regrouped/re-cast wherever necessary.

PUBLIC DEPOSITS

During the year under review your Company has neither accepted nor renewed any Public Deposits. Your Company has no overdue deposits but deposits aggregating to Rs. 24.93 Lacs from 174 depositors though matured, had neither been claimed nor renewed until March 31, 2012.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, in relation to the financial statements for the year ended on March 31, 2012, the Board of Directors state that:

(i) the applicable accounting standards have been followed in preparation of the financial statements and there are no material departures from the said standards;

(ii) in order to provide a true and fair view of the state of affairs of the Company as on March 31, 2012 and the profits for the period ended on that date, reasonable and prudent judgments and estimates have been made and generally accepted accounting policies have been selected and consistently applied;

(iii) proper and sufficient care has been taken 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;

(iv) the financial statements have been prepared on a going concern basis.

INSURANCE

The Company's buildings, plant and machineries, stocks and other properties wherever necessary and to the extent required have been adequately insured.

INDUSTRIAL RELATIONS

Relations with the Staff members and the workmen continued to be cordial and satisfactory during the period under review. The Directors acknowledge and appreciate the determination and sincere efforts of all employees.

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

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, are set out in Annexure II to this report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI and other regulatory authorities. The Report on Corporate Governance along with the Compliance Certificate obtained from the practicing Company Secretary as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

PARTICULARS OF EMPLOYEES AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, a statement showing the names and other particulars of the employees forms part of this report as Annexure. However, as permitted by Section 219(1) (b) (iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto and any member interested in obtaining such particulars may write to Company Secretary at the Registered Office of the Company.

The information required under sub section (2A) of section 217 of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975, in respect of certain employees of the company are as under:

(a) Employees employed throughout the year and who were in receipt of remuneration of not less than Rs. 60,00,000/- per annum in terms of section 217 (2A) (a) (i) - None.

(b) Employees employed for the part of the year and who were in receipt of remuneration of not less than Rs. 5,00,000/- per month in terms of section 217(2A) (a) (ii) - None.

(c) None of the employee is covered under section 217 (2A) (a) (iii).

COST AUDITORS

In accordance with the requirements of Central Government and pursuant to Section 233B of the Companies Act, 1956, your directors have appointed M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai as the Cost Auditor of the Company for the financial year ending on March 31, 2012.

COMPULSORYTRADING IN DEMAT MODE

Trading of the equity shares of your Company are being traded compulsorily in DEMAT form from 23/03/2001 pursuant to circular of SEBI.

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 to the Company's performance. The Directors would also like to thank the Banks, esteemed customers, business associates, Government of India, State Government and various other departments and agencies for their continued support extended to the Company.

The Directors also take this opportunity to thank all the shareowners and stakeholders fortheir continued support and look forward to have the same support in all future endeavors.

For and On behalf of the Board

Sd/-

Place : Ahmedabad Amol Sheth

Date : May 22, 2012 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the Annual Report and Audited Accounts of the Company for the year ended March 31, 2010.

FINANCIAL RESULTS

The Summary of financial results for the year is given below:

(Rs. In Lakhs except per share data)

Particulars 2009-10 2008-09

Sales & Operating Income 37,410 27,633

Operating Profits (PBDIT) 5,256 3,008

Less Depreciation 519 423

Loss Net Interest Expenses 1,595 1,041

Profit Before Exceptional Items & Tax 3,142 1,544

Less Exceptional Items

Less Tax Expenses 731 492

Less Prior period adjustments 12 1

Net Profit for the year 2,399 1,051

Balance brought forward 2.308 1,810

Distributable Profits 4.707 2,862

Appropriated as under:

Transfer to General Reserve 250 20

Proposed Equity Dividend 98 74

Tax on Distributable Profits 16 13

Transfer to Deferred Tax Liability - 447

Balance Carried Forward 4,343 2,308 Earning Per Share (f per share)

Basic 24.57 14.21

Diluted 24.37 13.08

DIVIDEND AND RESERVES

Your board has recommended a dividend of Rs. 1/- per equity share of face value Rs. 10/- each for the year ended March 31, 2010. The dividend, if approved by the shareholders, will be paid to the eligible shareholders within the period stipulated under the Companies Act, 1956. The proposed dividend would be tax free In the hands of the shareholders.

The Company proposes to transfer Rs. 250 Lakhs to General Reserve out of the amount available for appropriation and amount of Rs. 4,343 Lakhs is proposed to be retained in Profit and Loss Account.

OPERATIONS

During the year under review, better monitoring & systemic controls in various functional areas has ensured greater operational efficiency. There has been a focus on improving efficiency in the utilization of Manpower, Machinery, Money and Material, There has been a Conscious effort to control expenses, curb wastage of material and to improve overall efficiency and productivity in all the departments and functional areas. The improvement in demand supply position, change in product mix and focused cost reduction measures have lead to improvement in overall profitability and productivity. All these measures have manifested in better functioning of the Company with improvement in the bottom line.

The sales and operating income increased to Rs. 37,410 Lakhs from Rs. 27,633/- Lakhs in the previous year yielding a growth of 35%. The operating profit for the year under review increased to Rs. 5,256 Lakhs as against Rs. 3,008 Lakhs in the previous year registering a growth of 75%. The profits after tax for the year under review increased to Rs. 2,412 Lakhs as against Rs. 1,052 Lakhs in the previous year registering a growth of 129%.

INSURANCE

The Companys buildings, plant and machineries, stocks and other properties wherever necessary and to the extent required have been adequately insured.

INDUSTRIAL RELATIONS

Relations with the Staff members and the workmen continued to be cordial and satisfactory during the period under review. The Directors acknowledge and appreciate the determination and sincere efforts of all employees.

DIRECTORS

Shri Kamal R, Sheth retires by rotation as director at the upcoming Annual General Meeting and being eligible offers himself for re-appointment. Shri Kamal R. Sheth, aged about 55 years, is B. Sc. by qualification. He is having wide experience in the field of marketing and business administration. He is director in Anagram Capital Ltd., Aura Securities Pvt. Ltd., The Sports Club of Gujarat Ltd., Avdhi investments Pvt. Ltd., Adios Investments Pvt. Ltd., Anish Chemicals Pvt. Ltd., Aprir Investments Pvt. Ltd., Aranya Engineering Pvt. Ltd., Pinnacle Shares Registry Pvt. Ltd,, Firenze Properties & Investments Pvt, Ltd. and Egolste Properties & Investments Pvt. Ltd. He is also on the Board of various social organizations. He is the Chairman of Audit Committee & Share Transfer-cum-lnvestor Grievances Committee and member of the Remuneration Committee of the Company. He does not hold any shares of the Company.

The Board recommends his re-appointment at the forthcoming Annual General Meeting,

AUDITORS

IWs. Parikh & Majmudar, Chartered Accountants retire as auditors of the Company at the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment as Auditors. The Audit Committee of the Board of Directors of the Company and Board of Directors has recommended that M/s. Parikh & Majmudar, Chartered Accountants, be appointed as auditors to hold office until the conclusion of the next Annual General Meeting. The Company has received confirmation that their appointment will be within the limits prescribed under section 224 (1B) of the Companies Act, 1956.

COMMENTS ON AUDITORS REPORT

With regard to the qualifications and emphasis of matter contained in the Auditors Report, explanations are given below:

(a) Note 4 of the Auditors Report - Note No. (f) (i) of Notes to Accounts to the financial statements:

We have called for the confirmation of the Inventories from the consignment agents. The details of the same will be received soon and will be sent to the Auditors,

(b) Note 5 of the Auditors Report - Note No. (f) (ii) of Notes to Accounts to the financial statements;

The observation of the Auditors has been considered by the Directors. We shall be doing the needful for the same during the current financial year.

CHANGE IN CAPITAL STRUCTURE

The Company allotted 23,66.166 equity shares upon conversion of warrants on a preferential basis during the year under review. Accordingly issued, subscribed and paid up capital of the Company increased from Rs. 7,40,00,000 to Rs. 9,76,61,660. There was no change in the Authorised Capital of the Company.

PUBLIC DEPOSITS

Deposits accepted by the Company as at March 31, 2010 aggregated to Rs. 175.72 Lakhs. Your Company has no over due deposits but deposits aggregating to Rs. 12.92 Lakhs from 101 depositors though matured, had neither been claimed nor renewed until March 31, 2010.

DIRECTORS" RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, in relation to the financial statements for the year ended on March 31, 2010, the Board of Directors state that:

(i) the applicable accounting standards have been followed in preparation of the financial statements and there are no material departures from the said standards;

(ii) in order tc- provide a true and fair view of the state of affairs of the Company as on March 31, 2010 and the profits for the period ended on that date, reasonable and prudent judgments and estimates have been made and generally accepted accounting policies have been selected and consistently applied;

(iii) proper and sufficient care has been taken 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;

(iv) the financial statements have been prepared on a going concern basis,

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

The information pursuant to section 217(1){e) of the Companies Act, 1956, read with trie Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexGd to this report as Annex. 1.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required by Clause 49 of the Listing Agreement, a separate report on Corporate Governance and Management Discussion & Analysis Report form part of the Annual Report, A certificate from.Practicing Company Secretary regarding compliance of conditions of corporate governance forms a part of this report as Annex 2.

PARTICULARS OF EMPLOYEES AS PER SECTION 217(2A) OF THE COMPANIES ACT, 1956

The information required under section 217(2A) of the Companies Act, 1956, read with Companies (Particular of Employees) Rules, 1975, forms part of this report as Annex 3, However, as permitted by Section 219(1){b)(iv) of the Companies Act, I956,this Annual Report Is being sent to all shareholders excluding the said Annexure, Any shareholder interested in obtaining the particulars may obtain it by writing to the Company Secretary at the registered office of the Company,

COST AUDITORS

In accordance with the requirements of Central Government and pursuant to Section 233B of the Companies Act, 1956, your directors have appointed M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai as the Cost Auditor of the Company for the financial year ending on March 31, 2011.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record valuable co-operation and Continued support extended by the Creditors, Banks, Government Authorities, Customers, Shareholders and all others for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

Your Directors also acknowledge the Impeccable service rendered by the employees of the Comply at all levels and express its appreciation of the understanding and support extended by them, enabling the Company to achieve good performance during the year under review,

For & On behalf of the Board

Place ; Ahmedabad Shripal C. Sheth

Date - May 14, 2010 Chairman & Managing Director




Mar 31, 2002

The Directors have pleasure in presenting their report and audited Accounts of the Company for the year ended 31st March, 2002.

1. FINANCIAL RESULTS (Rs.in lacs)

2001-02 2000-01

Profit before Depreciation and Taxation 337.87 60.22

Less: Depreciation 159.62 10.03

Profit Before Tax 178.25 50.19

Less: Provision for Taxation 13.00 4.26

Profit After Tax 165.25 45.93

Add: Balance of Profit of

Previous years 24.89 (16.47)

The Balance available for appropriation 190.14 29.46

Proposed Dividend 0.00 4.57

190.14 24.89

2. AMALGAMATION OF ERSTWHILE THE ANIL STARCH PRODUCTS LTD WITH THE COMPANY

As you are aware that the company alongwith the erstwhile The Anil Starch Products Ltd had framed a scheme of Restructuring and Rearrangement and the said scheme has been sanctioned by the Honble High Court of Gujarat. A brief particulars of the scheme are detailed hereunto:

1. The erstwhile Anil Consumer Products Ltd and The Anil Starch Products Ltd, after demerger of its Non-starch division have been amalgamated with the company.

2. The appointed date of the scheme is 1st day of April 2001. As per the scheme, the amalgamation has been accounted and reflected in the books of accounts of the company as per the purchase method as prescribed under Accounting Standard (AS-14) issued by the Institute of Chartered Accountants of India and accordingly the assets and liabilities of the erstwhile ASPL and ACPL have been taken over and accounted for on the basis of their fair values as on the date of amalgamation i.e. 01/04/2001.

3. The shareholders of erstwhile The Anil Starch Products Ltd have been allotted 20 fully paid equity shares of Rs.10/- each for every 10 equity shares of Rs.10/- each held by them in the said company.

4. The certified copy of the order of Honble High Court of Gujarat sanctioning the scheme has been filed with The Registrar of Companies, Gujarat State on 19th February, 2002. As a result of Scheme of Restructure and Rearrangement the books of accounts for the year under report have been prepared accordingly.

3. CHANGE IN NAME OF COMPANY

The name of the company, with a view to commensurate with its business activities has been changed from Anil Starch Specialities Ltd to Anil Products Ltd, with the approval of Central Govt. of India w.e.f.07/12/2001.

4. INCREASE IN SHARE CAPITAL

On effecting the Scheme of Restructuring and Rearrangement the company has to make allotment of equity shares of the company to the shareholders of erstwhile The Anil Starch Products Ltd and accordingly, the company has alloted 70,00,000 equity shares of Rs. 10- each fully paid up. The said allotment of equity shares has been made on 30th day of March, 2002 and consequent to such allotment, the issued and paid up capital stands to Rs.7,40,00,000/-.

Further out of the Paid up Capital 8,28,500 equity shares of Rs.10/- each held by the erstwhile The Anil Starch Products Ltd have been extinguished pursuant to the scheme of Restructure & Rearrangement as provided in the said scheme.

5. DIVIDEND

Considering the fact that a major portion of the Equity shares of the company have been allotted on 30th day of March, 2002 and in case of dividend the distribution charges will be more than the amount of dividend, your directors have not recommended any dividend for the year under report.

6. OPERATIONS

During the year under review:

i. The whole economy of the country faced recessionary market conditions and financial crunch in money market.

ii. The prices of Maize through out the year remained at upper level and the prices of other major inputs also remained high.

iii. The company has faced stiff competition in the starch industry and the company has to cut prices of its products.

iv. In view of tight financial market, the receivables remained slow and this lead to increase in interest burden.

v. The devastating earthquake which took place on 26th January, 2001 had its impact on the company. There was damages to the Plant & Machinery and Buildings. The company has already launched an insurance claim for the same which is yet to be settled.

The communal riots which broke out from 29th February, 2002 has its impact on the present working of the company , due to adverse sentiments. During the year, the company has completed its project of debottlenecking, modernisation and efficiency improvement, the benefits of which shall start to accrue from next year. Your directors are pleased to report that inspite of aforesaid adverse situations, through sustained efforts, your company has been able to retain its position in the market and has achived a turnover of Rs.9424.27 Lacs and during the year under report, the operations resulted into a net profit of Rs.178.25 Lacs.

7. INDUSTRIAL RELATIONS

The industrial relations remained cordial throughout the year. Human resources development, employee/workmen training and safety measures continued to receive higher attention. Your directors place on record their appreciation of services rendered by employees at all levels.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EX- CHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo, in accordance with the Companies (Disclosure of Particu-

lars in the Report of Board of Directors) Rules, 1988, is annexed hereto and forms part of the Report.

9. INSURANCE

Companys buildings, plant and machineries, stocks and other properties wherever necessary and to the extent required have been adequately insured.

10. DIRECTORS

(i) During the year under report Shri Shripal C. Sheth and Shri Rahul A. Patel have been appointed as additional Directors on the board of the company.

(ii) During the year under report Shri Anurag V. Kothawala and Shri Ashish H. Shah have resigned as Directors of the company.

(iii) Under Article 129 of the Articles of Association of the Company, Shri Kamal R. Sheth retire by rotation and being eligible offer himself for re-election.

11. RELATED PARTY TRANSACTIONS

As a matter of policy, the company enters into transactions with related parties on an arms-length basis other than loans to employees. During the year in consideration your company has sold materials to Anil Biochem Ltd who are deemed to be related to your company by virtue of voting rights with the company having significant influence. The total value of sales made to this party amounted to Rs.57,79,655/-.

12. DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 217(2AA) of the Companies Act, 1956, your Directors confirm as under:

1. In preparation of annual accounts, the applicable accounting standards have been fol- lowed along with proper explanation relating to material departures;

2. We have selected such accounting policies and applied them consistently and made judge- ments 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 2001-02 and of profit of the Company for that period;

3. We 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/or preventing and detecting fraud and other irregularities;

4. We have prepared the annual accounts on an ongoing concern basis.

13. PARTICULARS OF EMPLOYEES

The Company has not employed any person drawing remuneration aggregating not less than Rs.2,00,000/- p.m. hence section 217(2)(b)(ii) of the Companies Act, 1956, is not applicable.

14. AUDITORS

You are requested to appoint the Auditors and fix their remuneration. The specific notes forming part of the Accounts referred to in the Auditors Report are self-explanatory and do not call for any further explanation under Section 217(3) of the Companies Act, 1956. Your Directors trust that you will consider the working results satisfactory.

By Order of the Board,

Shripal C. Sheth Chairman & Managing Director

Ahmedabad 24th May, 2002.

 
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