DIRECTORS' REPORT To The Members, ANJANI FOODS LIMITED, Your Directors hereby presents the 31st Annual Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2015. The summarized financial results for the year ended 31st March, 2015 are as under: REVIEW OF OPERATIONS: During the period the consolidated total income of the Company decreased to Rs. 1740.42 Lakhs as compared to Rs. 2227.21 Lakhs of the previous year. The consolidated net loss before tax for the period is Rs. 12.87 Lakhs as compared to Rs. 56.23 of the previous year. DIRECTORS' RESPONSIBILITY STATEMENT The Board of Directors confirm that in the preparation of Profit & Loss Account for the year end and Balance Sheet as at that date ("Financial Statements") that: (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had 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 and loss of the company for that period; (c) the directors had 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) the directors had prepared the annual accounts on a going concern basis; and (e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. DISCLOSURES UNDER SECTION 134 OF THE COMPANIES ACT, 2013 1. State of affairs of the company: The Company deals in the business of Food and Beverages segment. During the year, the Company's consolidated Income have been declined which is reflected in the financial results of the Company for the year. The company is in the process of expanding its business and strengthening its retail presence by increasing the outlets. 2. Amounts, if any, they proposed to carry to any reserves: In view of the loss, your Board of Directors does not appropriate any amount to be transferred to General Reserves during the year under review. 3. Dividend: In view of the loss, the Directors have not recommended any dividend for the year. 4. Deposits: Your company has not accepted any public deposits as such; no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet. 6. Board Evaluation: The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49"). The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. In a separate meeting of Independent Directors, performance of Non- Independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into accounts the views of Executive Directors and Non-Executive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of Board, its committee and individual directors was also discussed. 7. Policy on Directors' appointment and remuneration and others details: The company's policy on Directors appointment and remuneration including criteria for determining qualification, positive attributes, independence of a director and other matters provided in section 178(3) of the companies act has been disclosed in the Corporate Governance Report, which forms part of this directors' report. 8. Directors: There is no change in the offices held by the Directors of the company since last Annual General Meeting. 9. Internal Financial Control Systems and their Adequacy: The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis and which forms a part of this report. 10. Audit Committee The details pertaining to composition of Audit Committee are included in Corporate Governance Report, which forms a part of this report. 11. A statement on declaration given by independent directors under Sub-Section (6) of Section 149: The provisions of Section 149(6) relating to Independent Directors has been complied with. 12. Risk Management: The Board of the company regularly reviews and had adopted measures to frame, implement and monitor the risk management plan for the company. The Board is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risk indentified, if any, by the business functions are systematically addressed through mitigating actions on a continuing basis 13. Particulars of Loans, Guarantees or Investments Under Section 186 of the Companies Act, 2013: a) There were no loans, guarantees made by the Company under Section 186 of the Companies Act, 2013 during the year under review. b) There were Investments made in Subsidiary Company under Section 186 of the Companies Act, 2013 during the year for an amount of Rs. 1.50 Crores under review. 14. Particulars of contracts or arrangements made with related parties Under Section 188 of the Companies Act, 2013: None of the transactions with related parties falls under the scope of section 188(1) of the act. Information on transaction with related parties pursuant to section 134(3) (h) of the act read with rule 8(2) of the companies (Accounts) Rules, 2014 are given in Annexure-1 in Form AOC-2 and the same forms part of this report. 15. The change in the nature of business, if any: There was no change in the nature of Business. 16. The details of directors or key managerial personnel who were appointed or have resigned during the year: There was no appointment or resignation of any director or Key Managerial Personnel since the last Annual General Meeting. 17. The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year: The Company have M/s. Sai Aditya Foods and Retail Private Limited as its Subsidiary. During the year no company have become or ceased to be its Subsidiaries, joint ventures or associate company. 18. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future: There are no material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future 20. Disclosure as per Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013: Your Company has adopted a policy in compliance to the provision of Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 and rules framed there under in order to curb sexual harassment, if any, at work place of the company. There were no complaints received by the company during the year under review. 21. Disclosure Requirements: As per Clause 49 of the listing agreement entered into with the stock exchange, corporate governance report management discussion and analysis are attached, which form part of this report. Pursuant to section 177(9) of Companies Act, 2013 read with rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of Listing Agreement, the Board has adopted the Whistle Blower Policy. This policy aims for conducting the affairs in a fair and transperant manner. A Mechanism has been established which aims to provide a channel to the Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy. 22. Auditors: Pursuant to the provision of section 139 of the act and the rules framed thereunder, M/s. M. Bhaskara Rao & Co., Chartered Accountants, Hyderabad (Firm Registration No. 00459S), were appointed as Statutory Auditors of the company from the conclusion of 30th Annual General Meeting held on 20.09.2014 till the conclusion of 33rd Annual General Meeting of the company to be held in the year 2017, subject to ratification of their appointment at every subsequent Annual General Meeting. 23. Secretarial Auditors' Report: In pursuance of Section 204 of the Companies Act, 2013 Read with Rules made there under, the Board has appointed M/s D. Hanumanta Raju & co. Practicing Company Secretaries as Secretarial Auditor of the company to carry out the Secretarial Audit. The explanations to the observations, comments & qualifications made by the secretarial auditor are as under: 1. The board of directors of the company have discussed in board meeting that the company is required to appoint a Company Secretary as per the provision of section 203 of Companies Act 2013, and relevant rules made there under. Also they expressed their inability to find a suitable candidate for the post in-spite of continuous efforts made by them. They have discussed the requirement of a good candidate with few professors and reputed Practicing Company Secretaries and Chartered Accountants known to them and are hoping to find a suitable candidate soon to meet requirements as per the act. 2. The company was continuously maintaining the official website i.e www.raasienterprises.com However due to some technical problems after the change in name of the company, the website of the company is inactive and the company is under the process of resolving the issue. The company is taking steps to have a fully updated website with all required particulars and has initiated steps in this regard. 3. Due to change in the provisions of Companies Act, 2013, the filing of the form was not done due to inadvertent reasons. However, the consent was obtained from the Statutory auditors for their appointment and the Company has initiated the steps to ratify the same. 24. Clarifications on Auditors Comments in Auditors Report: There were no comments or qualifications made by the statutory auditor during the year 25. Annual Return: The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure II and is attached to this Report. 26. Conservation of energy, technology absorption, foreign exchange earnings and outgo: The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as under. A. Conservation of energy : Not Applicable B. Technology absorption : Not Applicable C. Foreign exchange earnings : NIL D. Foreign exchange outgo : NIL 27. Acknowledgement: We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperationand support. The Directors also thank the Government of India, the Concerned State Governments, Government departments and Governmental Agencies for their co-operation. For and on behalf of Board R.Ravichandran Wholetime Director DIN 00110930 K.V.VishnuRaju Chairman DIN 00480361 Place: Hyderabad Date : 29.05.2015 |