Anil Ltd (IWD) · 2014-09-27 · Anil Limited Anil Limited P.O. Box - 10009, Anil Road, Ahmedabad -...

Anil Limited

Anil LimitedP.O. Box - 10009, Anil Road, Ahmedabad - 380 025. Gujarat INDIA. Phone: +91-79-4028 2000Fax : +91-79-22200731 Website : www.anillimited.com CIN : L15490GJ1993PLC019895

ANNUAL REPORT2 0 1 3 - 2 0 1 4

CARRYING FORWARD THEIR RICH LEGACY

LATE SHRI SHRIPAL SHETHLATE SHRI CHINUBHAI SHETH

COMPANY INFORMATION

Shri Anish K. Shah(Independent Director)

COMPANY SECRETARYShri Chandresh Pandya

Shri Anurag Kothawala(Group Director)

Shri Kamal R. Sheth(Independent Director)

CHIEF FINANCIAL OFFICERShri Shashin Desai

Prof. Indira J. Parikh(Independent Director)

Shri Shashin Desai(Executive Director)

AUDITORSM/s. Parikh & MajmudarChartered Accountants

BankersBank of India | Punjab National Bank

State Bank of India | J&K Bank Ltd.IDBI Bank Ltd. |

REGISTERED OFFICE P. O. Box – 10009,Anil Road,Ahmedabad – 380 025.Tel: 079 – 40282000Fax: +91 (79) 22200731 E-mail: investor-relations@anil.co.inWebsite: www.anillimited.comCIN: L15490GJ1993PLC019895

Shri Amol Sheth(Chairman & Managing Director)

PLANT LOCATIONAnil Road,Ahmedabad – 380 025.

REGISTRAR & SHARE TRANSFER AGENTLink Intime India Pvt. Ltd. Unit: Anil LimitedUnit No. 303, 3rd Floor, Shoppers Plaza V,Opp. Municipal Market, Behind Shoppers Plaza II,Off C G Road, Navrangpura, Ahmedabad – 380 009.Phone: 079-2646 5179 Fax No.: 079-2646 5179Email: ahmedabad@linkintime.co.in

Anil Limited

Particulars Page No.

Financial Highlights & Key Trends 2

Management Discussion and Analysis 3

Directors Report 6

Statement pursuant to Section 212 of the 9Companies Act, 1956 relating to subsidiary Companies

Corporate Governance Report 11

CSR At Anil 19

Stand Alone Financial Statements:

Independent Auditors Report 20

Balance Sheet 24

Statement of Profit and Loss Account 25

Cash Flow Statement 26

Notes Forming part of the Financial Statements 28

Consolidated Financial Statements:

Independent Auditors Report 50

Balance Sheet 51

Statement of Profit and Loss Account 52

Cash Flow Statement 53

Notes Forming part of the Consolidated Financial Statements 55

Notice of Annual General Meeting 75

CONTENTS

Anil Limited

2009-10 2010-11 2011-12 2012-13 2013-14

Financial Years

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2009-10 2010-11 2011-12 2012-13 2013-14

Financial Years

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2009-10 2010-11 2011-12 2012-13 2013-14

Financial Years

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2009-10 2010-11 2011-12 2012-13 2013-14

Financial Years

2009-10 2010-11 2011-12 2012-13 2013-14

Financial Years

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5000040000300002000010000

2009-10 2010-11 2011-12 2012-13 2013-14

Financial Years

Anil Limited

MANAGEMENT DISCUSSION &ANALYSIS

OVERVIEW:

India’s GDP grew by 4.7% in F.Y. 13-14 in comparison to5% in 2012-13. Economic growth has slowed due todomestic structural and external factors. CAD, whichrepresents the difference between inflows and outflows offoreign currency, reached 1.7% of GDP in 2013-14 asagainst 4.7% in 2012-13 due to remarkable turnaround byexternal sector after the first Quarter of 2013-14.

Maize is the third most important cereal crop in India afterrice and wheat. It accounts for 9% of total food grainproduction in the country. Maize production in India hasgrown at a CAGR of 5.5 % over the last 10 years. Productionof maize in India has increased in 2013-14 to 23 Mn MTfrom 22 Mn MT in 2012-13.

As per a research conducted by CRISIL, a normal monsoonyear is expected, which will increase growth and help incontrolling inflation. The GDP forecast for the next fiscal isexpected to reach at 6% and the pick-up will be aided byimplementation of stalled projects, partial unclogging ofdomestic policy logjam, improved global growth prospectsand a recovery in industrial sector on higher externaldemand.

BUSINESS OVERVIEW:

Anil Limited is engaged in the business of manufacturingand marketing starches, starch derivatives and specialtystarch products that cater to various industries, includingTextile, Paper, Food & Beverages, Adhesive,Pharmaceuticals, Chemicals and Animal Feed Industry. AnilLimited has a large range of modified starches and starchderivatives that has a number of applications for more than30 end user industries. Anil Ltd has aggressively expandedits geographical markets. Your company is exporting to morethan 30 countries.

Research & Development (R&D) at Anil Limited focusseson new products and application development, keepingabreast with latest developments worldwide, process re-engineering to optimize product cost and providingcustomized solutions to customers. To cater to variousapplications, Anil Limited has reconfigured its R&D centrewith application labs. ANIL has a team of well qualifiedscientists and industry specific specialists that gives totalsolutions to the customers in various industries. The R&Dalso works closely with some of the leading scientificinstitutions of India.

ANIL has achieved a significant growth rate of 16.72% inrevenue by attaining turnover of ̀ 82491.46 lacs in FinancialYear 2013-14 in comparison to ` 70671.65 lacs in financialyear 2012-13. ANIL has achieved a growth of 4.91% inExports through continuous efforts in developing newmarkets and new products and recorded exports of` 8912.07 lacs in 2013-14 in comparison to ` 8494.59 lacs

in 2012-13. Profit After Tax (PAT) of the Company increasedto ` 4833.50 lacs in 2013-14 from ` 4562.33 lacs in 2012-13. The Earning per share (EPS) reached to ` 45.80 for theyear 2013-14 from ` 43.31 in 2012-13.The totalShareholders funds increased to ` 29557.73 Lacs as atMarch 31, 2014 from ̀ 25311.99 Lacs as at March 31, 2013.

ENVIRONMENT, HEALTH AND SAFETY(EHS):

At ANIL we believe risks need to be identified, controlled,monitored and included in all applicable businessdecisions. Our Company statements outline the distributionof authority, responsibility and accountability for EHSthroughout the Company. We put safety first on the agendaand we believe that one accident is one too many.

Environment

Your Company understands that business success todaymeans not just a healthy bottom line, but a healthy triplebottom line that takes financial, social, and environmentalperformance into consideration— the essence ofsustainability. ANIL fulfils its responsibility towards thecommunity and makes a positive contribution toenvironment. Every year at ANIL we celebrate “The WorldEnvironment Day” on 5th of June. The United NationsEnvironment Program (UNEP) had invited people worldover to observe the World Environment Day on 5th June2013 with the theme “Think.Eat.Save”. ‘We love our MotherNature’ – Taking this pledge to conserve the environment,the employee & workers at ANIL planted more than 800plants in our factory premises.

Health

We at ANIL share an understanding that a healthy workenvironment not only benefits employees through improvedhealth and wellness but also benefits customers,shareholders and communities. At ANIL safety comes firstand your Company creates healthy environment for itspeople and values its employees. ANIL supports pursuit ofboth personal and professional excellence for its employees.

During the year, your company had conducted significantlectures, workshops, camps and other health awarenessprogrammes through which the company had tried toprovide employee awareness and guidance concerningtheir health. Some of such programs which were conductedare listed below:

Dental health check-up Camp

Blood Donation Camp

Health awareness Lecture

Eye check-up Camp

Health awareness Lecture on Anti - Ageing

Women wellness Workshop

Yoga awareness Workshop

Anil Limited

Safety

ANIL is committed to safe operations and practices, whichprevent harm to people and damage to environment orproperty. At ANIL, the philosophy is that the entirecorporation, from ownership to field operations, isresponsible and accountable for the safety of ouremployees. ANIL conducts various training programmes togenerate awareness among its employees and workers toprevent them from any accident or mishap.

During the year, Continuing with the trend at ANIL, wecelebrated the safety awareness program for 2 weeksstarting from 4th March, 2014 to 15th March, 2014. Bannersreceived from the National Safety Council were displayedat several places in the Plant and safety badges weredistributed as well to create awareness for safety. Duringthe Safety Week celebrations, different types of competitionswere arranged on the theme of safety for all employees andworkers and a fire mock drill was also arranged for theawareness on how to use the Safety Equipments. Duringthis occasion the company also acquired a brand newAmbulance Van to ensure quick treatment to any worker incase of any injury or accident.

INTERNAL CONTROL SYSTEM & THEIRADEQUACY:

Our strong internal control system provides the frameworkfor the accomplishment of management objectives,safeguarding of assets, accurate financial reporting andcompliance with laws and regulations. ANIL has a separateAudit Team comprising of experts in the field of Audit andsystems. The team carries extensive Audit of Systems andAccounts throughout the year and submits their report,suggestions, remarks, findings to management regularly.

ANIL has an audit committee of Board of directors, the detailsof which have been provided in the corporate governancereport. The Audit Committee is regularly reviewing theInternal Audit Reports for the auditing carried out by anIndependent Chartered Accountant firm in all the key areasof the operations and the Audit Committee approves all theaudit plans and reports for significant issues raised by theInternal and External Auditors.

Certifications

Your Company is an ISO 9001:2008 certified Company andalong with this the Company has obtained HALAL and GOTSCertificates also.

HUMAN RESOURCES / INDUSTRIALRELATIONS:

Your Company focusses on collective prosperity. At ANIL,every employee works towards team goals and in turntowards the larger departmental and organizational goals.ANIL addresses four areas for their employees viz.compensation, benefits, recognition and growth.

As the organization moves closer towards growth, therecomes an additional responsibility for every individual andyour Company is focused on this area as well. One of thestrong areas at ANIL is people management and thephilosophy is that now matter what, the dignity and respectof every individual in the organization has to be maintainedand honoured. At ANIL we create a work culture where anemployee is motivated through talent recognition andopportunities for further advancement.

ANIL realizes that the employees spend a fairly large portionof their day at the work place and hence we at ANIL ensurethat enough events and activities are carried out round theyear to make the atmosphere energetic and vibrant. Wehave various tournaments and competitions conductedround the year which fosters healthy competition amongstthe employees and also develops the spirit ofsportsmanship. We also have cultural activities carried outperiodically and have seminars and talks organized for theall round development of our employees.

OPPORTUNITY & THREATS:

Opportunity & Strength

ANIL enjoys a strong brand equity in the market becauseof the way we do our business. ANIL, right from its inception,has worked towards enhancing technological acumen,quality and service. Our Application Development teamworks in close association with our customers supportedby the state of the Art R&D, which continuously developscost effective solutions which adds value to customerproducts. The R&D also works closely with some of theleading scientif ic institutions of India. The QualityManagement System at ANIL provides a framework forensuring premium quality products and it is only becauseof this that ANIL is known as a supplier of quality productsoffering total solutions.

Apart from new product development and new applicationdevelopment, some of the other major strengths of ANILare its emphasis on processes, systems and work practices.ANIL believes in institutionalizing business practices andputs in a lot of effort in developing good and soundprocesses.

Threats & Risks

Growth appears to be strengthening in both high-incomeand developing countries, but downside risks continue tothreaten the global economic recovery. According to theWorld Bank report, in South Asia, weaker growth in India,following several years of rising inflation and currentaccount deficits, has opened up a large negative outputgap, which is projected to gradually close as the economyslowly recovers.

ANIL considers various internal and external threats anddetermines the impact they may have on the entire Company.These threats include malicious activity, natural disasters,technical disasters, and pandemics. ANIL analyses the

Anil Limited

potential results of the activity that gives rise to risks andminimises it through efficient planning and proper riskmanagement techniques. Your Company makes requiredchanges in its products, prices of products, its distributionchannel and sales promotion techniques to minimise therisk.

FORWARD LOOKING STATEMENT:

Statements in the Management Discussion and AnalysisReport that address expectations or projections about thefuture, product development, market position, expenditures

and financial results, are forward looking statements. Theseare based on certain assumptions and expectations offuture events, the Company cannot guarantee that theseare accurate or will be realised. Therefore, actualperformance may differ form the projected performance asthere are certain factors affecting the Company’sperformance such as Government policies and laws,changes in taxation policies, changes in the economic andclimatic conditions affecting demand and supply etc. TheCompany assumes no responsibility to change/modify anyforward-looking statement on the basis of any subsequentdevelopments or events.

Anil Limited

DIRECTORS’ REPORT

Dear Members,

Your Directors are pleased to present the Annual Reporttogether with Audited Statement of Accounts of the Companyfor the financial year ended March 31, 2014.

FINANCIAL RESULTS

The standalone operating performance of your companyfor the financial year ended March 31, 2014 as comparedto the previous financial year is given below:

(` in Lacs except per share data)

Particulars 2013-14 2012-13

Sales & Operating Income 82491.46 70671.65Operating Profits (PBDIT) 14340.69 12268.00Less Depreciation 1269.75 1096.39Less Net Interest Expenses 6012.19 5189.77Profit Before ExceptionalItems & Tax 7058.75 5981.84Less Extraordinary Items (14.22) (42.85)Less Tax Expenses 2239.47 1462.36Net Profit After Tax 4833.50 4562.33Balance brought forward 15081.16 11578.07Distributable Profits 19914.66 16140.40Appropriated as under:Transfer to General Reserve 500.00 500.00Proposed Equity Dividend 195.32 195.32Proposed Dividend on Redeemable 310.40 285.96Preference ShareDividend Distribution Tax 82.04 78.08Balance Carried Forward 18826.90 15081.04Earning Per Share (` per share)- Basic 45.80 43.31- Diluted 45.80 43.31

OPERATIONS AND REVIEW (Company’sPerformance)

For the Financial Year 2013-14, the Company has registeredstrong working results by concentrated efforts of bothmanagement and employees. During the year under reviewtotal income of the Company has increased to ` 82491.46Lacs from ` 70671.65 lacs in the previous year at a growthrate of 16.72%. Our Export revenue aggregated to ̀ 8912.07lacs up by 4.91% from ` 8494.59 lacs in the previous year.The profit before Depreciation, Interest and Taxes (PBDIT)amounted to ` 14340.69 lacs as against ` 12268 lacs in theprevious year.

DIVIDEND

Based on Company’s performance, your Board of Directorsare pleased to recommend dividend of ` 2.00/- per equityshare (previous year ` 2.00/- per equity share) of face value` 10/- each for the year ended March 31, 2014. Thedividend, if approved by the shareholders, will be paid to

the eligible shareholders. The proposed dividend wouldbe tax free in the hands of the shareholders.

The Company proposes to transfer ` 500 Lacs to GeneralReserve out of the amount available for appropriation andamount of ` 18826.90 Lacs is proposed to be retained inProfit and Loss Account.

The Redeemable Preference Shares are entitled to adividend of 8.00% per annum. Accordingly, the Directorshave recommended, for approval of the Members, a dividendof ` 8.00 per Share on 38,80,000 Redeemable PreferenceShares of ` 100/- each for the Financial Year 2013-14.

MANAGEMENT DISCUSSION AND ANALYSIS(MDA):

The Management Discussion and Analysis Report asrequired under clause 49 of the Listing Agreement with theStock Exchange has been attached and forms part of thisDirectors’ Report As Annexure.

SUBSIDIARY COMPANIES ANDCONSOLIDATED FINANCIAL STATEMENTS:

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

As required under the Listing Agreement with the StockExchanges, Consolidated Financial Statements of theCompany have been prepared in accordance withAccounting Standards 21 and 23 issued by the Institute ofChartered Accountants of India and attached herewith.

In accordance with the general circular issued by theMinistry of Corporate Affairs, Government of India, theBalance Sheet, Profit and Loss Account and otherdocuments of Subsidiary Companies have not beenattached with the Balance Sheet of the Company. TheCompany will make available the Annual Accounts of theSubsidiary Companies and related detailed information toany member of the Company who may be interested inobtaining the same. The Annual Accounts of subsidiaryCompany will also be kept open for inspection at theRegistered Office of the Company and that of the respectiveSubsidiaries Company. The Consolidated FinancialStatements presented by the Company include the financialresults of its Subsidiary Companies. The Statement pursuantto Section 212 of the Companies Act, 1956 in respect ofSubsidiaries is attached herewith as Annexure I.

DIRECTORS

Shri Amol Sheth retires by rotation as director at the upcomingAnnual General Meeting and being eligible offers himselffor re-appointment.

Shri Amol Sheth is the principal promoter member of ANILGroup of Companies. He is in the business for more than15 years and is involved in all facets of business operationsand management of Group Companies.

Anil Limited

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

As a third-generation entrepreneur, Shri Amol Sheth’spromising ideas and an inherently international outlookcontributed to the growth and success of the ANIL Group.Amongst various first time initiatives, he was instrumentalin getting an E.R.P. (SAP) implemented in Group FlagshipCompany, Anil Limited 10 years ago, which was the first ofsuch implementation in the comparable sized companiesin India. He emphasizes on systems & processes and hasbeen keenly championing the adaptation of modernmanagement & work practices like 5S, Kaizen, QualityCircles, TPM, TQM etc. with ANIL Group. Shri Amol Shethbelieves in the power of people and leaves no stoneunturned in ensuring that the employees’ personal andprofessional needs in terms of self & professionaldevelopment, work-life balance get addressed adequately.

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

CORPORATE SOCIAL RESPONSIBILITY

The Ministry of Corporate Affairs notified Section 135 ofCompanies Act, 2013 along with the Rules thereunder andrevised schedule VII to the Act, which came into effect from1st April, 2014.

In accordance with the abovementioned Rules, the Boardof Directors at their meeting held on May 28, 2014 hadconstituted ‘Corporate Social Responsibility’ Committeecomprising 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 theconclusion of the ensuing Annual General Meeting and areeligible for re-appointment as Auditors. The Audit Committeeof the Board of Directors of the Company and Board ofDirectors has recommended that M/s. Parikh & Majmudar,Chartered Accountants, be appointed as auditors to holdoffice for a period of four years. The Company has receivedconfirmation that their appointment will be within the limitsprescribed under section 139 of the Companies Act, 2013.

FINANCE AND ACCOUNTS

The Notes on Financial Statements are referred to in theAuditors’ Report are self explanatory and do not call for anyfurther comments.

PUBLIC DEPOSITS

During the year under review your Company has neitheraccepted 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 onMarch 31, 2014, the Board of Directors state that:

(i) the applicable accounting standards have beenfollowed in preparation of the financial statements andthere are no material departures from the saidstandards;

(ii) the Directors have selected such accounting policiesand applied them consistently and made judgmentsand estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of thecompany at the end of the financial year and of theprofit or loss of the company for that period;

(iii) that the directors have taken proper and sufficient carefor maintenance of adequate accounting records inaccordance with the provisions of the Companies Act,1956, for safeguarding the assets of the Company andfor preventing and detecting fraud and otherirregularities;

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

INSURANCE

The Company’s buildings, plant and machineries, stocksand other properties wherever necessary and to the extentrequired have been adequately insured.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217(1)(e) ofthe 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 Earningsand Outgo, are set out in Annexure II to this report.

CORPORATE GOVERNANCE

Your Company is committed to good corporate governancepractices as stipulated under the Listing Agreement withthe stock exchanges.

SEBI vide its circular No. CIR/CFD/POLICY CELL/2/2014dated 17th April 2014 has notified the revised clause 49 ofthe listing agreement to be applicable with effect fromOctober 1, 2014. This Report therefore contains previousclause 49 of Listing Agreement according to which adetailed report on Corporate Governance along with theCompliance Certificate obtained from the practicingCompany Secretary forms part of this Annual Report.

Anil Limited

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

There was no employee drawing remuneration in excessof limits prescribed under section 217 (2A) of the CompaniesAct, 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 hadre-appointed on the recommendation of the AuditCommittee, M/s. R. Nanabhoy & Co., Cost Accountants ascost auditors for auditing the cost accounts. Theirappointment was approved by Central Government. In termsof the Companies (Cost Audit Report) Rules, 2011 the CostAudit Report relating to the financial year ended 31st March2013 had been field within the due date.

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

COMPULSORY TRADING IN DEMAT MODE

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board

Amol ShethChairman & Managing Director

Place : AhmedabadDate : May 28, 2014

Anil Limited

Annexure IStatement on Financial information on subsidiary Companies as on 31st March, 2014 as per

General circular No. 2/2011 dated 8th February, 2011 of the Ministry of Corporate Affairs

Sr. Particulars Anil Life Anil Bioplus (Europe) BV Anil MegaNo. Sciences Ltd. Food Park

(Amount in `)`)`)`)`) Amount in `̀̀̀̀ Amount in Pvt. Ltd.(Amount in `)`)`)`)`)

1. Capital 500000 8989463 108884 39627630

2. Reserve (876762) (818004) (9908) 366218283

3. Total Assets 253589317 8215215 99506 717964973

4. Total Liabilities 253589317 8215215 99506 717964973

5. Details of Investments - - - -(except in case of investment in subsidiaries)

6. Turnover - - - -

7. Profit before Taxation (266459) (88504) (1072) (272086)

8. Provision for Taxation - - - -

9. Profit after Taxation (266459) (88504) (1072) (249574)

10. Proposed dividend Nil Nil Nil Nil

11. Country India Netherlands India

Rate of Exchange on the Balance Sheet date: 1 = Rs. 82.56

For and on behalf of the Board of Directors

Amol Sheth Kamal Sheth(Chairman & Managing Director) (Director)

Shashin Desai Chandresh Pandya(Chief Financial Officer) (Company Secretary)

Annexure II

ANNEXURE TO THE DIRECTORS’ REPORT

Particulars of conservation of energy, technologyabsorption and foreign exchange earnings and outgo interms of section 217(1)(e) of the Companies Act, 1956read with the Companies (Disclosure of Particulars inthe Report of Board of Directors) Rules, 1988 and formingpart of the Directors’ Report.

A. CONSERVATION OF ENERGY:

(a) Energy Conservation measures taken:ANIL has continued their efforts to improve energyusage efficiencies. Innovative ways and newtechnologies were constantly explored to save energy.The Company lays great emphasis on the conservationof energy and as part of continuous efforts forconservation of energy, several measures were takenduring the year under review.

(b) Additional investments and proposals, if any, beingimplemented for reduction of consumption ofenergy:A specific task force team has been formed to identifyareas for saving in the steam and power cost. Theteam has been identifying areas for reduction in steamand power consumption as well for bringing inefficiencies in steam generation. Help of externalexperts in the field of energy has also been taken toidentify areas and ways of reducing cost of energy.

(c) Impact of the measures taken at (a) and (b) abovefor reduction of energy consumption andconsequent impact on the cost of production ofgoods:Energy conservation measures taken have resultedin savings in Energy costs and helped partially offsetthe inflationary trend in fuel / electricity. Significantreductions in specific energy consumption have beenrecorded across businesses with commensuratereduction in costs.

(d) Total energy consumption per unit of Production:

FORM AI. POWER AND FUEL CONSUMPTION:

Sr. Particulars 2013-14 2012-13

1. ELECTRICITY:PurchasedUnit ‘000 KWH 35230.11 33323.35Total Amount (` in Lacs) 2360.39 2154.24Rate per unit 6.70 6.46

2. COAL-GRADES B TO E:Quantity (M.T.) 33334.82 30756.00Total Cost (` in Lacs) 1977.43 1625.54Average Rate (` per M.T.) 5932.02 5285.28

3. FURNACE OIL:Quantity (K.L.) 224.15 402.20Total Amount (` in Lacs) 107.47 188.63Average Rate (` per K.L.) 47945.83 46899.55

Anil Limited

Sr. Particulars 2013-14 2012-13

4. LIGNITE & OTHERS:Quantity (M.T.) Nil NilTotal Cost (` in Lacs) Nil NilAverage Rate (` per M.T.) Nil Nil

II. CONSUMPTION PER M.T. OF PRODUCTION

Particulars ELECTRICITY STEAMCurrent Year Current Year

STD KWH STD M.T.

Biological Agents — 3.18 — 2.172(3.69) (4.400)

Food, Pharma & — 36.42 — 0.771Animal Healthcare (37.90) (1.140)IngredientsIndustrial & Allied — 171.46 — 0.706Products (179.79) (0.722)

NOTE: Figures in brackets relates to previous year.

B. TECHNOLOGY ABSORPTION

FORM B

RESEARCH AND DEVELOPMENT:

(a) Specific Areas in which Research &Development carried out by the Company:ANIL puts lot of emphasis on providing technicalassistance to its customers, through its state-of-the-artResearch & Development Centre. Company has a teamof well qualified scientists and industry specificspecialists that gives total solutions to customers invarious industries. In this cutting edge competitivescenario your company comes into the premiumsegment in the starch industry as a total solutionprovider rather than just a product supplier to the userindustries. R&D centre is mainly engaged in followingareas: Product Development Process development Process upgradation / Quality upgradation Process re-enginering Application development of new and existing

products Technical services

During the year under review the center has focusedon new products for Textile, Paper, Food and ceramicindustries. The Center has also focused ondevelopment of new / modified products for overseascustomers as per their specific requirements.

(b) Benefits derived as a result of R&D

The Company has developed various new productsduring the year which includes:

(i) New low DE Maltodextrin such as 5 DE, 10 DE &18 DE is developed. Soon we will begin thecommercial trials for the production.

(ii) New modified starch for paper coating isdeveloped. Successful trials at customer’s placealso completed and started receiving commercialorder.

(iii) Product Development completed for increasingthe ply-bond of the duplex board and soon willstart commercial supplies.

(iv) Development of new adhesive formulation forpaper corrugation industry is completed. The newproduct will offer stable viscosity while application.This will ensure production of corrugated sheetswith consistent quality.

(v) New version of wet end product is developed forpaper industry. The new version offersimprovement in paper strength.

(vi) Raw material prices have gone up and ouroxidized starch was under pressure of cost. Wehave re-engineered the process to keep themanufacturing process at same level.

(vii) A customer has introduced a new method tomanufacture the coke briquettes. An applicationmethod was worked out for our existing productthat works as adhesive in the process. Successfultrials were conducted and implemented theprocess and product at the customers’ place.

(c) Future plan of actionThe Company will continue to lay emphasis on themain areas of Research & Development set outunder para (a) above.

(d) Expenditure on R&D(` in Lacs)

Particulars 2013-2014 2012-2013

Capital 9.94 17.90Recurring 159.19 149.61Total 169.13 167.51Total R&D Expenditure aspercentage of total turnover 0.21% 0.24%

TECHNOLOGY ABSORPTION, ADAPTATION ANDINNOVATION:

Innovation may be defined as the introduction of a newproduct, service or process into the market place. In thismodern era of increasing competition, survival and growthof business depends upon successful management of thetechnology innovation. The Research and Developmentteam of Anil helps to achieve unique and specific ownershipadvantages over product range and manufacturing process.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:(` in Lacs)

Particulars Year EndedMarch 31, March 31,

2014 2013

Foreign Exchange Earnings:FOB Value of Exports 8912.07 8494.59

Foreign Exchange Outgo:CIF Value of Imports 559.36 144.50Traveling Expenses 28.82 47.62

Commission on Export Sales 39.97 58.98

Anil Limited

REPORT ON CORPORATE GOVERNANCE

Company’s philosophy on CorporateGovernance

Corporate Governance is system of rules, practices andprocesses by which a company is directed and controlled.This System specifies the distribution of rights andresponsibilit ies among different participants in thecorporation- such as the board of directors, managers,shareholders, creditors, auditors, regulators, and otherstakeholders. This System provides the structure throughwhich corporations set and pursue their objectives, whilereflecting the context of the social, regulatory and marketenvironment; it encompasses practically every sphere ofmanagement, from action plans and internal controls toperformance measurement and corporate disclosure.

Your Company understands that compliances of applicablelegislations and timely disclosures enhance the image ofthe Company and long term values of all its Stakeholder.The company aims at not only its own growth but alsomaximization of benefits to all its stakeholders, whichincludes its Shareholders, employees, customers,government and also the general public at large andbelieves that good Corporate Governance goes beyondworking results and financial priority and is pre-requisitefor the attainment of excellent performance. ANIL confirmsto the requirements of Clause 49 of the Listing Agreementand the composition of Board of Directors is well balancedwith a view to manage the affairs of the Company efficientlyand professionally and all the committees of the Board like

Shares Transfer and Investors’ Grievance Committee, AuditCommittee etc. that are constituted under the Code ofCorporate Governance, have been functioning effectively.A Code of Conduct for its Directors and Senior ManagementPersonnel is framed by the Board of Directors which isavailable on the website of the Company:“www.anillimited.com”.

1. BOARD OF DIRECTORS

Composition of the Board

As on March 31, 2014 ANIL’S Board comprises of sixDirectors out of which three Directors are Non-ExecutiveIndependent Directors. The Composition of the Board ason March 31, 2014 is in conformity with the requirement ofClause 49 of the Listing Agreement.

On September 2, 2013 Company had appointed ShriAnurag Kothawala and Shri Shashin Desai as whole timeDirector and designated them as Group director andExecutive Director respectively.

Number of Board Meetings

The Board of Directors of the Company met five times duringthe year on May 10, 2013, August 12, 2013, September 2,2013, November 14, 2013 and February 13, 2014.The composition of the Board of Directors, attendance ofdirectors at the Board meetings and at the Annual GeneralMeeting held during the year under review along with thenumber of outside directorships and committee positionsare given in the table below:

(1) The number of other directorships excludes directorships held in Private Limited Companies, Foreign Companies,

Companies under Section 25 of the Companies Act, 1956.

(2) This includes the Chairmanship/Membership only in the Audit Committee and Shareholders’ Grievance Committee of

all listed and unlisted public limited companies (excluding Anil Ltd.).

(3) Appointed as Director, w.e.f. September 2, 2013. Two meetings were held during his tenure in year 2013-14.

Name of the Category of No. of No. of other Board AttendanceDirector Directorship other Board Committees meetings at the

Directorships of which attended last AGMHeld(1) Member/

Chairman(2)

Shri Amol S. Sheth Chairman 4 3 5 Yes& Managing (as Member)Director

Shri Kamal R. Sheth Non-Executive 1 2 5 Yes(Independent) (as Chairman)

Shri Anish K. Shah Non-Executive - 2 5 Yes(Independent) (as Member)

Prof. Indira J. Parikh Non-Executive 4 2 1 No(Independent) (as Member)

Shri Anurag V. Kothawala(3) Whole Time Director 1 - 2 Yes

Shri Shashin A. Desai(3) Whole Time Director 1 - 2 Yes

Anil Limited

The details of the Director seeking re-appointment at the

forthcoming Annual General Meeting as required under

Clause 49(IV)(G) of the Listing Agreement are given in the

Directors’ Report.

None of the Non-Executive Directors have any material

pecuniary relationship or transactions with the Company.

During the year 2013-14, information as mentioned in

Annexure 1A to Clause 49 of the Listing Agreements has

been placed before the Board for its consideration.

The Board also periodically reviews compliance reports of

all laws applicable to the Company, prepared by the

designated employees as well as steps taken to rectify

instances of non-compliance.

2. COMMITTEE OF BOARD

As on March 31, 2014 ANIL has five committees of Boardviz.

A. Audit CommitteeB. Stakeholder Relationship CommitteeC. Nomination and Remuneration CommitteeD. Committee of DirectorsE. Corporate Social Responsibility Committee

A. Audit Committee:

The composition of the Committee as on March 31, 2014and the particulars of attendance at the committee meetingsduring the year under review are given below:

Name of Chairman/ Category of No. ofDirector/ Member Directorship MeetingsMember Attended

Shri Kamal R. Chairman Non-Executive 5Sheth (Independent)

Shri Anish K. Member Non- Executive 5Shah (Independent)

Prof. Indira J. Member Non- Executive 1Parikh (Independent)

The composition of the Committee complied with therequirements of clause 49 of listing agreement and section177 of Companies Act, 2013.

During the year under review, five meetings of theCommittee were held on May 10, 2013, August 12, 2013,September 2, 2013, November 14, 2013 and February 13,2014.

The Chairman of the Committee attended the previousAnnual General Meeting of the Company held onSeptember 30, 2013.

The Secretary of the Company acts as a Secretary to theCommittee. The statutory auditors, internal auditors, CEO,General Manager – Company Affairs & Accounts are invited

to attend and participate at the meetings from time to time.

The Audit Committee of the Company is entrusted with theresponsibility to supervise the Company’s internal controlsand financial reporting process and inter alia performs thefollowing functions:

(a) Overview of the Company’s financial reporting processand the disclosure of its financial information to ensurethat the financial statement is correct, sufficient andcredible.

(b) Recommending to the Board, the appointment, re-appointment and, if required, the replacement orremoval of the Statutory auditor, the fixation of auditfee and fees for other services.

(c) Reviewing with the management the annual financialstatements and draft audit report before submission tothe Board, focusing primarily on: Matters required to be included in the Director’s

Responsibility Statement to be included in theBoard’s report in terms of clause (2AA) of Section217 of the Companies Act, 1956.

Changes, if any, in accounting policies andpractices.

Major accounting entries based on exercise ofjudgment by management.

Qualifications in draft audit report.

Significant adjustments made in the financialstatements arising out of audit findings.

Compliance with l isting and other legalrequirements relating to financial statements.

Disclosure of any related party transactions.

(d) Reviewing, with the management, the quarterlyfinancial statement before submission to the Board forapproval.

(e) Reviewing with the management, performance ofstatutory and internal auditors and adequacy of internalcontrol system.

(f) Reviewing the adequacy of internal audit function, ifany, including the structure of the internal auditdepartment, staffing and seniority of the official headingthe department, reporting structure, coverage andfrequency of internal audit.

(g) Reviewing with management, Management Discussionand Analysis of financial condition and results ofoperation.

(h) Discussions with internal auditors any significantfindings and follow up thereon.

(i) Reviewing the findings of any internal investigationsby the internal auditors into matters where there is

Anil Limited

suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting thematter to the Board.

(j) Discussions with external auditors before the auditcommence, about the nature and scope of the audit aswell as have post-audit discussions to ascertain anyarea of concern.

(k) Reviewing the Company’s financial and riskmanagement policies.

(l) To look into the reasons for substantial defaults in thepayment to the depositors, debentures holders,shareholders (in case of non-payment of declareddividends) and creditors.

B. Stake Holders Relationship Committee:

The Board of Directors vide resolution passed at theirmeeting held on May 28, 2014 renamed and reconstitutedthe Present “Share Trasnfer-cum-Investors GrievancesCommittee” to “Stakeholders Relationship Committee” inaccordance with Section 178 of the Companies Act, 2013.

(i) Composition:

The composition of Transfer Committee and details ofmeetings attended by the members of the TransferCommittee are given below:

Name of Director Chairman/Member Category

Shri Kamal R. Sheth Chairman Non-Executive(Independent)

Shri Anish K. Shah Member Non-Executive(Independent)

Prof. Indira J. Parikh Member Non-Executive(Independent)

The Committee meets on a need basis at least twice a monthto ensure the regular process of transfers/transmissions ofshares and issuance of duplicate Share Certificates.

Shri Chandresh Pandya, Company Secretary of theCompany, provided secretarial support to the Committeeand has been designated as Compliance Officer for suchmatters.

During the year the Company received eight complaintsand the same was attended within a reasonable period oftime. No complaint was pending as on March 31, 2014.

(ii) Terms of Reference:(a) To approve and register transfer and/or

transmission of equity shares.(b) To subdivide, consolidate and issue equity share

certificates on behalf of the Company.(c) To affix or authorise fixation of common seal of the

Company on the equity, Preference certificates ofthe Company.

(d) To issue duplicate equity share certificates.(e) To look into the redressal of investor grievances in

general and relating to non receipt of dividends,non receipt of Annual Reports etc.

(f) To look into other related issues towardsstrengthening investor relations.

C. Nomination and RemunerationCommittee:

The Board of Directors vide resolution passed at theirmeeting held on May 28, 2014 renamed and reconstitutedthe Present Remuneration Committee to “Nomination andRemuneration Committee” in accordance with section 178of the Companies Act, 2013.

The Nomination and Remuneration Committee of the Boardinter alia, recommends to the Board the compensation termsof Executive Directors and the senior most level ofmanagement immediately below the Executive Directors.

(i) Composition, Meeting and Attendanceduring the year

Name of Directors Chairman/Member Category

Shri Anish K. Shah Chairman Non-Executive(Independent)

Prof. Indira J Parikh Member Non-Executive(Independent)

Shri Kamal R. Sheth Member Non-Executive(Independent)

During the year under review, one meeting of the Committeewas held on September 2, 2013. Shri Anish Shah and ShriKamal Sheth were present at the meeting.

(ii) Remuneration Policy

Your Company’s remuneration strategy aims at attractingand retaining high caliber talent. The remuneration policy,therefore, is market-led and takes into account thecompetitive circumstance of each business so as to attractand retain quality talent and leverage performancesignificantly. Remuneration Committee determines andrecommends to the Board, the compensation of the ExecutiveDirectors and management personnel.

(iii) Managerial Remuneration

a. Remuneration of Chairman & ManagingDirector and Whole Time Director

The details of remuneration paid to Chairman & ManagingDirector and Whole Time Director of the Company for thefinancial year 2013-14 are as under:

(`(`(`(`(` in Lacs)

Particulars Shri Amol Shri Anurag Shri ShashinSheth Kothawala Desai

Salary 66.00 18.69 16.44

Contribution 7.20 1.28 1.05to PF & OtherFunds

Perquisites Nil Nil Nil

Commission 240.00 Nil Nil

Total 313.20 19.97 17.49

Anil Limited

b. Independent Non Executive Directors(INEDs)

During the year, the INEDs were neither paid anyremuneration nor granted any loans or advances. Thedetails of sitting fees paid to the Non-Executive Directorsduring the financial year 2013-14 are given below:

Sr. No. Name of Non-Executive Director SittingFees (`̀̀̀̀)

1 Shri Kamal R. Sheth 32,500

2 Shri Anish K. Shah 32,500

3 Prof. Indira J. Parikh 6,500

c. Details of shares of the Company held by theDirectors as on March 31, 2014 are given below:

Sr. No. Name of the Director No. of EquityShares held

1 Shri Amol Sheth 28,620

2 Shri Kamal Sheth 20

3 Shri Anish Shah Nil

4 Prof. Indira Parikh Nil

5 Shri Anurag Kothawala NIl

6 Shri Shashin Desai Nil

D. Committee of Board of Directors:

The Committee of Board of Directors comprises of threeDirectors namely, Shri Amol Sheth – Chairman & ManagingDirector, Shri Kamal Sheth – Non Executive IndependentDirector and Shri Anish Shah – Non Executive IndependentDirector. The Committee looks after the businesses, whichare administrative in nature within Board approveddirections and framework.

Terms of reference of the Committee interalia includesthe following:

i. To review Company’s financial policies and workingcapital.

ii. To Review Banking arrangements including borrowingmoney within the limits approved by the Board and totake necessary decision related thereto.

iii. To give guarantee or provide security within the limitsapproved by the Board.

E. CORPORATE SOCIAL RESPOSIBILITYCOMMITTEE

The Board of Directors vide resolution passed at theirmeeting held on May 28, 2014 constituted Corporate SocialResponsibility (CSR) Committee in accordance with Section135 of the Companies Act, 2013 read with the Companies(Corporate Social Responsibility Policy) Rules, 2014.

(i) Composition of the Committee

Name of Directors Category

Shri Kamal Sheth Non-Executive (Independent)

Shri Anurag Kothawala Executive(Whole Time Director)

Shri Shashin Desai Executive(Whole Time Director)

The Company Secretary also acts as a Secretary of theCommittee.

The Committee’s terms of reference includes:

1. Formulate and recommend to the Board, a CorporateSocial Responsibility (CSR) policy which shall indicatethe activities to be undertaken by the Company asspecified in schedule VII of the Act.

2. Recommend the amount of expenditure to be incurredon the activities as specified above.

3. Monitor the Corporate Social Responsibility policy ofthe Company from time to time.

4. Such other activities as the Board of Directors maydetermine from time to time.

3. CFO CERTIFICATION:

The CFO have certified to the Board that:

a) We have reviewed financial statements and the cashflow statement for the year ended 31st March, 2014and that to the best of our knowledge and belief :

i) These statements do not contain any materiallyuntrue statement or omit any material fact orcontain statements that might be misleading.

ii) These statements together present a true and fairview of the Company’s affairs and are incompliance with existing accounting standards,applicable laws and regulations.

b) There are, to the best of our knowledge and belief, notransactions entered into by the Company during theyear, which are fraudulent, illegal or volatile of theCompany’s Code of Conduct.

c) We accept responsibil ity for establishing andmaintaining internal controls and that we haveevaluated the effectiveness of the internal controlsystems of the company and we have disclosed to theauditors and the Audit Committee, deficiencies in thedesign or operation of internal controls, if any, of whichwe are aware and the steps we have taken or proposeto take to rectify these deficiencies.

d) We have indicated to the auditors and the AuditCommittee

i) There have been no significant changes in internalcontrol during the year.

ii) There have been no significant changes inaccounting policies during the year except for thechanges disclosed in the notes to the financialstatements if any.

iii) There have been no instances of significant fraudof which we have become aware and the

Anil Limited

involvement therein, if any, of the management or an employee having a significant role in the Company’sinternal control system.

4. GENERAL BODY MEETINGS

Details of last three Annual General Meetings are as under:

Day, Date and Time of AGM Venue No. of Special Resolutions passed

Friday, September 9, 2011 Ahmedabad Management Association, 4at 10.00 a.m. ATIRA Campus, Vikram Sarabhai Marg,

Ahmedabad – 380 015

Monday, September 17, 2012 Ahmedabad Textile Mills Association, 1at 10.00 a.m. (ATMA) Hall, Ashram Road,

Monday, September 30, 2013 Ahmedabad Management Association, 2at 9:30 a.m. ATIRA Campus, Vikram Sarabhai Marg,

All the special resolutions indicated above were passed byshow of hands.

No Extra-Ordinary General Meeting was held during thefinancial year 2013-14.

Resolutions Passed Though Postal Ballot

1. No Special Resolution requiring a postal ballot waspassed during the year under review. No SpecialResolution requiring a postal ballot is being proposedin the ensuing Annual General Meeting.

5. DISCLOSURES

a. Details of Legal Compliances

There has been no instance of non-compliance by theCompany on any matter related to capital markets duringthe last three years and hence no penalties or strictureshave been imposed on the Company by the StockExchanges or SEBI or any other statutory authority.

The CEO and CFO have certified to the Board with regardsto the Financial Statements and other matters as requiredin the Listing Agreement.

b. Code of Conduct

The Company has adopted a Code of Conduct for all itsBoard Members and Senior Management Personnel toavoid any conflict of interest. The confirmation to theadherence of the Code of Conduct for the Financial Year2013-14 in the form of declaration is received from all theDirectors and Members in the Senior Management of theCompany, to whom such code is applicable and adeclaration to that effect forms part of this report as AnnexureI.The Board of Directors has noted the adherence to theCode of Conduct. The Code of Conduct of the Company isavailable on the Company’s website.

c. Related Party Transactions

Transactions with related parties as per AccountingStandard – 18 are disclosed in detail in Note No. 35 annexed

to the financial statements for the year. Adequate care wastaken to ensure that the potential conflict of interest did notharm the interests of the Company at large.

d. Disclosure of Accounting Treatment

There is no deviation in following the treatments prescribedin any Accounting Standard in preparation of financialstatements for the year 2013-14.

e. Reconciliation of Share Capital Audit

A qualified practicing Company Secretary carried out ashare capital audit to reconcile the total admitted equityshare capital with the National Securities Depository Limited(NSDL) and the Central Depository Services (India) Limited(CDSL) and the total issued and listed equity share capital.The audit report confirms that the total issued/paid-upcapital is in agreement with the total number of shares inphysical form and the total number of dematerialized sharesheld with NSDL and CDSL.

f. SCORES (SEBI Complaints RedressSystem):

The investor complaints are processed in a centralized webbased complaints redress system. The salient features ofthis system are Centralized database of all complaints,online upload of Action Taken Reports (ATRs) by theconcerned companies and online viewing by investors ofactions taken on the complaint and its current status.

The e-mail ID earmarked for investor complaints is investor-relations@anil.co.in.

g. Whistle Blower Policy

The Company is committed to promote highest ethicalbehaviour in conduct of its businesses. Your Company hasadopted the code of ethics to put in place a mechanism ofreporting illegal or unethical behaviour. To maintain ethicalbehaviour in the organisation, the Company encouragesits employees who have concerns about suspectedmisconduct to come forward and express these concerns

Anil Limited

without fear of punishment or unfair treatment. For maintingthis behaviour among employees, the Company has aWhistle Blower Policy and the policy provides confidentialityto those who are reporting any unethical behaviour.

h. Mandatory & Non-Mandatory Clauses

The Company has complied with all mandatoryrequirements laid down by the Clause 49. So far, theCompany has not adopted the non-mandatory clauses ofthe clause 49 of the listing agreement.

6. PROHIBITION OF INSIDER TRADING:

SEBI has enacted the SEBI (Prohibition of Insider Trading)Regulations, 1992, to prohibit insider trading. The Companyhas framed a code of conduct of Insider Trading to preventany insider trading activity in dealing of shares of theCompany. The objective of this code is to protect interest ofShareholders of the Company.

7. SUBSIDIARY COMPANIES

None of the subsidiaries of the Company fall under thepurview of the material non-listed subsidiary as per criteriagiven in Clause 49 of Listing Agreement. The AuditCommittee of the Company reviews the financial statementsand investments made by unlisted subsidiary Companies.The minutes of the board meetings along with a report onsignificant developments of the Subsidiary companies areperiodically placed before the Board of Directors of theCompany.

8. MEANS OF COMMUNICATION

The Company regularly intimates unaudited as well asaudited financial results to the stock exchanges immediatelyafter being approved by the Board. The quarterly, half yearlyand annual results of the Company are generally publishedin one English daily newspaper (National) and one Gujaratinewspaper (Regional). The quarterly, half yearly andannual results are also posted on Company’s website,“www.anillimited.com”.

9. CERTIFICATE ON COMPLIANCE OFCONDITIONS OF CORPORATEGOVERNANCE

The Certificate from Practicing Company Secretaryregarding compliance of Corporate Governance for the yearended March 31, 2014 is annexed with the Directors’Report.

10. GENERAL SHAREHOLDERINFORMATION

(a) Annual General Meeting

Date & Time Tuesday, September 30, 2014at 10.15 a.m.

Venue Ahmedabad Textile Mills Association(ATMA) Hall, Ashram Road,Ahmedabad – 380 009

(b) Tentative Financial Calendar for the year2014-15

Financial year April 1 to March 31

First Quarter results By Second week of August, 2014

Half Yearly results By Second week of November, 2014

Third Quarter results By Second Week of February, 2015

Fourth Quarter or By End of May, 2015Audited Results

Annual General End of September, 2015Meeting for the yearending March 31, 2015

(c) Date of Book ClosureSeptember 27, 2014 to September 30, 2014 (both daysinclusive)

(d) Dividend Payment Date

The proposed dividend, if approved at the ensuingAGM will be distributed on or after October 5, 2014.

(e) Listing on Stock Exchanges and SecurityCodes

Name of Stock Exchange Scrip Code

Bombay Stock Exchange Limited, 532910Mumbai (BSE)

Ahmedabad Stock Exchange Limited, 04292Ahmedabad (ASE)

The Company has paid the annual listing fees for the year2013-14 to both of the above stock exchanges.

(f) Corporate Identity Number (CIN)L15490GJ1993PLC019895

(g) Market Price Data

The closing market price of equity shares on March 31,2014 (last trading day of the year) was ̀ 128 on BSE.

The monthly movement of equity share prices duringthe financial year 2013-14 at BSE is summarized asherein below:

Month High Price Low PriceApril 2013 165.00 145.20May 2013 167.90 135.00June 2013 140.00 122.00July 2013 147.80 110.00August 2013 119.95 99.90September 2013 110.00 91.00October 2013 117.80 89.95November 2013 100.00 86.00December 2013 124.50 90.10January 2014 128.80 97.50February 2014 114.40 93.00March 2014 136.00 96.00

No trading recorded on Ahmedabad Stock ExchangeLimited.

Anil Limited

(h) Stock Performance Chart (2013-14)

(i) Share Transfer system

Shares sent for transfer in physical form are registered andreturned by Registrar and Share Transfer Agent within 15days from the date of receipt of documents, provided thedocuments are found in order. The StakeholderRelationship Committee meets generally twice in a monthto approve share transfers/transmissions.

As per the requirements of clause 47 (c) of the ListingAgreement with the Stock Exchanges, the Company hasobtained the half yearly certificates from a CompanySecretary in Practice for due compliance of share transferformalities.

The Company has signed necessary agreements with twodepositories currently functional in India viz. NationalSecurities Depository Ltd. & Central Depository Services(India) Ltd. The transfer of shares in depository mode neednot be approved by the Company.

(j) Distribution of Shareholdings as atMarch 31, 2014

By category of shareholders:

Category No. of % ofShares held Shareholding

Promoters 6,724,076 68.85

Banks, FIs, Insurance companies 12,948 0.13

Private Bodies Corporate 5,10,251 5.22

Non-Resident Indians 77,121 0.79

Indian Public 24,20,387 24.78

Other (Clearing Member) 21,383 0.23

Total 9,766,166 100.00

By category of shareholders:

No. of No. of % of No. of % ofequity share- share- shares share-shares holders holders holdingheld

1-500 12912 95.00 897582 9.19

501-1000 376 2.77 277278 2.84

1001-2000 161 1.18 237084 2.43

2001-3000 41 0.30 101973 1.04

3001-4000 19 0.14 67899 0.70

4001-5000 19 0.14 86307 0.88

5001-10000 21 0.15 160336 1.64

10001 and 43 0.32 7937707 81.28Above

TOTAL 13,592 100.00 9,766,166 100.00

(k) Dematerialization of equity shares

The shares of the Company are available for trading in thedematerialised form under both the Depository Systems inIndia – NSDL and CDSL. The International SecuritiesIdentification Number (ISIN) allotted to the Company’sshares under the Depository System is INE125E01019. Theannual custody fees for the financial year 2014-15 havebeen paid to NSDL and CDSL, the Depositories. During theyear, The processing activities with respect to requestsreceived for dematerialisation are generally completedwithin Seven working days.

As on 31 March 2014, 91,21,863 equity shares being93.40% of the total equity paid-up share capital of theCompany was held in dematerialized form with NationalSecurities Depository Limited (NSDL) and CentralDepository Services (India) Limited (CDSL).

(l) Transfer of Unpaid/Unclaimed amounts toInvestor Education and Protection Fund

Pursuant to Sections 205A and 205C and other applicableprovisions, if any, of the Companies Act, 1956, all unclaimed/

Percentage of ShareholdingOther (ClearingMember), 0.23

Non-Resident

Indians, 0.79Private BodiesCorporate, 5.22

Banks, FIs, Insurancecompanies, 0.13

Promoters, 68.85

India Public, 24.78

Anil Limited

unpaid dividend, application money, debenture interest andinterest on deposits as well as principal amount ofdebentures and deposits pertaining to the Companyremaining unpaid or unclaimed for period of seven yearsfrom the date they became due for payment, have beentransferred to the Investor Education and Protection Fund(IEPF) established by the Central Government. No claimshall lie against the IEPF or the Company for the amountsso transferred nor shall any payment be made in respect ofsuch claims. Members who have not yet encashed theirdividend warrant(s) for the financial years 2006-07 onwards,are requested to make their claims without any delay to theCompany’s Registrar and Transfer Agents, Link Intime IndiaPvt. Ltd.

The following table gives information relating to outstandingdividend accounts and the dates by which they can beclaimed by the shareholders:

Financial Year Date of Declaration Last Date forClaimingUnpaidDividend

2006-07 28.09.2007 27.09.2014

2007-08 29.09.2008 28.09.2015

2008-09 25.09.2009 24.09.2016

2009-10 26.08.2010 25.08.2017

2010-11 09.09.2011 08.09.2018

2011-12 17.09.2012 16.09.2019

2012-13 30.09.2013 29.09.2020

(m) “Go Green” Initiative

As a continuing endeavour towards the “Go Green” initiative,the Company had sent Annual Report for the year 2013-14by e-mail to those shareholders whose e-mail addresseswere made available to the Depositories or the Registrarand Transfer Agents. Shareholders are requested to supportthis Green Initiative by registering/updating their e-mailaddresses for receiving electronic communications.

(n) Outstanding GDRs / ADRs / Warrants / anyother convertible instruments

As on date, the Company does not have any outstandinginstruments of the captioned type.

(o) Registered OfficeP. O. Box – 10009,Anil Road,Ahmedabad – 380 025Phone: +91 (79) 40282000Fax: +91 (79) 22200731

(p) Plant Location

Anil Road, Ahmedabad – 380 025

(q) Compliance Officer

Chandresh Pandya,Company Secretary,Anil LimitedP. O. Box – 10009,Anil Road,Ahmedabad – 380 025Phone: +91 (79) 40282000Fax: +91 (79) 22200731

(r) Investor Relations

investor-relations@anil.co.in

(s) Registrar and Share Transfer AgentLink Intime India Pvt. Ltd.Unit: Anil LimitedUnit No. 303, 3rd Floor,Shoppers Plaza V,Opp. Municipal Market,Behind Shoppers Plaza II,Off C G Road, Navrangpura,Ahmedabad – 380 009Phone: 079-2646 5179Fax No. 079-2646 5179Email: ahmedabad@linkintime.co.in

For & On behalf of the Board of Directors

Amol Sheth Chairman &

Managing Director

Place : AhmedabadDate : May 28, 2014

Anil Limited

ANNEXURE I TO CORPORATE GOVERNANCE REPORT

AFFIRMATION OF COMPLIANCE WITH CODE OF BUSINESS CONDUCT & ETHICS

I hereby confirm and declare that all the Directors of the Company and Senior Management Personnel have affirmedcompliance with the Code of Conduct of the Company for the financial year 2013-14.The Board of Directors of the Company has adopted the Code of Conduct for Directors and Senior Management of theCompany.All the Board Members and the Senior Management Personnel have affirmed their Compliance with the respective Codefor the year ended on March 31, 2014.

AMOL SHETHChairman & Managing Director

Place: AhmedabadDate: May 28, 2014

CERTIFICATE ON CORPORATE GOVERNANCE

To the Members of Anil Limited,

We have examined the compliance of the conditions of Corporate Governance by Anil Limited for the year ended on31st March 2014, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination waslimited to a review of the procedures and implementation thereof adopted by the Company for ensuring the compliance ofthe conditions of Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of theopinion of the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and based on therepresentations made by the Directors and the Management, we certify that Company has complied with the conditions ofCorporate Governance as stipulated in Clause 49 of the above-mentioned Listing Agreement.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

Kumud M. ShahCompany Secretary

C. P. No. 2706M. No. FCS 410

Place: AhmedabadDate: May 28, 2014

CSR AT ANIL

After initiating CSR, we at ANIL are now in the process of expanding and growing the activities undertaken by ‘SPARSH’.Our motive is to support Education for the girl child and make them independent and make a difference in the lives ofdeserving and needy students. Along with the Bapunagar Sparsh study center successfully completing 5 batches in past3 years. We have also shifted our second center to the new location at Ambawadi “Ambetkar Colony” where we haveenrolled around 20 girls and it is running successfully.

Achievements:

We have presently successfully completed 8 batches in total.

All the girls who attended the course feel more confident and enthusiastic after going through the course at Sparshstudy centers.

They are doing better in their school academics as well.

We conduct many other activities at both the center like Best out of waste, Rakhi making, card making, diya decorationetc… which helps them to bring out their creativity and boost their self confidence.

We also conduct awareness talks on health and personality building which helps in their overall development.

Anil Limited

INDEPENDENT AUDITORS’REPORT

ToThe Members ofANIL LIMITED,

Report on the Financial StatementsWe have audited the accompanying financial statements ofANIL LIMITED (‘the Company”) which comprise the BalanceSheet as at March 31, 2014, the Statement of Profit andLoss and the Cash flow statement for the year ended, anda summary of significant accounting policies and otherexplanatory information.

Management’s Responsibility for the FinancialStatementsManagement is responsible for the preparation of thesefinancial statements that give a true and fair view of thefinancial position and financial performance and cash flowsof the Company in accordance with the AccountingStandards notified under the Companies Act, 1956 (“theAct”) read with General Circular 15/2013 dated 13th

September 2013 of the Ministry of Corporate Affairs inrespect of section 133 of the companies Act, 2013. Thisresponsibility includes the design, implementation andmaintenance of internal control relevant to the preparationand presentation of the financial statements that give a trueand fair view and are free from material misstatement,whether due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these financialstatements based on our audit. We conducted our audit inaccordance with the Standards on Auditing issued by theInstitute of Chartered Accountants of India. Those Standardsrequire that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain auditevidence about the amounts and disclosures in the financialstatements. The procedures selected depend on theauditor’s judgment, including the assessment of the risks ofmaterial misstatement of the financial statements, whetherdue to fraud or error. In making those risk assessments, theauditor considers internal control relevant to the Company’spreparation and fair presentation of the financial statementsin order to design audit procedures that are appropriate inthe circumstances but not for the purpose of expressing anopinion on the effectiveness of Company’s internal Control.An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of theaccounting estimates made by management, as well asevaluating the overall presentation of the financialstatements.

We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our auditopinion.

OpinionIn our opinion and to the best of our information and

according to the explanations given to us, the financialstatements give the information required by the Act in themanner so required and give a true and fair view inconformity with the accounting principles generally acceptedin India:

(i) In the case of the Balance Sheet, of the state of affairsof the Company as at March 31, 2014,

(ii) In the case of the Statement of Profit and Loss, of theProfit for the year ended on that date and

(iii) In the case of the cash flow statement, of the cash flowfor the Year ended on that date.

Report on Other Legal and RegulatoryRequirements1. As required by the Companies (Auditor’s Report),

Order, 2003(“the Order”), as amended, issued by theCentral Government of India in terms of sub-section(4A) of section 227 of the Act, we give in theAnnexure a statement on the matters specified inparagraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information andexplanations which to the best of our knowledgeand belief were necessary for the purpose of ouraudit,

b. in our opinion, proper books of accounts asrequired by law have been kept by the Companyso far as appears from our examination of thosebooks,

c. the Balance Sheet, Statement of Profit and Lossand Cash Flow Statement dealt with by thisReport are in agreement with the books ofaccount,

d. in our opinion, the Balance Sheet, Statement ofProfit and Loss and Cash Flow Statement complywith the Accounting Standards notified under theCompanies Act, 1956 (“the Act”) read withGeneral Circular 15/2013 dated 13th September2013 of the Ministry of Corporate Affairs in respectof section 133 of the Companies Act, 2013.

e. on the basis of written representations receivedfrom the directors as on March 31, 2014, and takenon record by the Board of Directors, none of thedirectors is disqualified as on March 31, 2014,from being appointed as a director in terms ofclause (g) of sub-section (1) of section 274 of theCompanies Act, 1956.

For Parikh & MajmudarChartered Accountants

FR No. 107525W

[C.A (Dr) Hiten M. Parikh]Place : Ahmedabad PARTNERDate : 28th May, 2014 Membership No. 40230

Anil Limited

ANNEXURE TO INDEPENDENT AUDITORS’ REPORT

(Referred to in Paragraph 1 under "Report on other Legal & Regularory Requirements section of report on Even Date")

i) (a) The company is in the process of updating its fixed asset records to show full particulars including quantitativedetails and situation of fixed assets.

(b) The company has a regular programme of physical verification of its fixed assets by which all the fixed assets areverified in a phased manner over a period of three years. In our opinion, this periodicity of physical verificationis reasonable having regard to the size of the company and nature of its fixed assets. The company is in theprocess of carrying out physical verification of fixed assets for the current year. Since the company is in theprocess of compiling its fixed asset records to show full particulars including quantitative details and situation ofits fixed assets, complete reconciliation between book records and physical assets is not possible. In theabsence of updated fixed assets records, discrepancies, if any, could not be ascertained.

(c) According to the information and explanation given to us, the company has not disposed of its fixed assetsduring the year and hence the question of affecting the going concern assumption does not arise.

ii) (a) As informed to us, Physical verification of inventory has been conducted during the year by the management atreasonable intervals. In our opinion, the frequency of verification is reasonable.

(b) In our opinion & according to the information & explanations given to us, the procedures of physical verificationof inventories followed by the management are reasonable & adequate in relation to the size of the company &nature of its business.

(c) In our opinion and according to the information and explanations given to us, the company is maintaining properrecords of inventory. As explained to us, the discrepancies noticed on physical verification of inventory wereproperly dealt with in the books of accounts.

iii) In respect of secured or unsecured loans, granted or taken by the company to/from companies, firms or otherparties covered in the register maintained under section 301 of the Companies Act, 1956:

(a) During the year, the company has not taken any new loan from parties covered in the register maintained u/s301 of the Companies Act, 1956. However the company had earlier taken loan from one party covered underthe register maintained u/s 301 ( maximum amount involved during the year was ` 44.78 Lacs and the year endbalance from the said party was ` 44.78 Lacs.)

(b) In our opinion and according to the information and explanation given to us, the loan is interest free and otherterms and conditions of the unsecured loans taken by the company from the party covered in the registermaintained under section 301 of the Companies Act, 1956 are prima facie not prejudicial to the interest of thecompany.

(c) As regards loans taken by the company, terms of repayment of principal amount have not been stipulated.Hence the question of overdue amount does not arise.

(d) There is one party covered under the register maintained under section 301 of the Companies Act, 1956 towhom the company has granted unsecured Loan and the maximum amount involved during the year was` 2533.43 Lacs and year end balance of loan granted to such party was ` 2533.43 Lacs.

(e) As explained to us, the Loan is granted as interest free. Other terms and conditions on which the Loan havebeen granted to a company covered under register maintained under section 301 of the Companies Act, 1956are not prima-facie prejudicial to the interest of the company. In respect of Loan granted by the company, theprincipal amount is repayable on demand.

iv) In our opinion & according to the information & explanations given to us, there are adequate internal controlsystem commensurate with the size of the company & nature of its business for the purchase of inventory, fixedassets & also for the sale of goods and services. During the course of our audit, we have not observed anycontinuing failure to correct major weaknesses in internal control system.

v) (a) In our opinion and according to the information & explanations given to us, the particulars of contracts orarrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register requiredto be maintained under section 301 of the Companies Act, 1956.

(b) In our opinion, and according to information and explanation given to us, the transactions of purchase of goods& materials, sales of goods, materials, fixed assets & services made in pursuance of contract or arrangementsentered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year` 5.00 Lacs or more in respect of such parties have been made at prices which are reasonable having regard tothe prevailing market price for such goods, materials, fixed assets & services or the price at which the transactionsfor similar goods, materials, fixed assets & services have been made with other parties.

vi) In our opinion and according to information & explanation given to us, company has complied with the directivesissued by the Reserve Bank of India and provisions of Section 58A and 58AA of the Companies Act ,1956 and

Anil Limited

the rules framed thereunder with regard to the deposits accepted from the public.vii) In our opinion, the internal audit functions carried out during the year, by a firm of Chartered Accountants,

appointed by the management have been commensurate with the size of the company and nature of its business.viii) We have broadly reviewed the books of accounts maintained by the company in respect of products where

pursuance to the rules made by the Central Government of India, the maintenance of cost records has beenprescribed under section 209(1) clause (d) of the Companies Act, 1956 and we are of the opinion that primafacie, the prescribed accounts and records have been maintained. We have however not made a detailexamination of the records with a view to determine whether they are accurate or complete.

ix) (a) According to the records maintained by the company, the undisputed Statutory dues including provident fund,employees State Insurance, Income-tax, Wealth-tax, Service Tax, Sales-tax (VAT), Customs duties, excise duty,cess and other statutory dues have been regularly deposited during the year with the appropriate authorities.On the basis of records produced before us for our verification and according to the information & explanationgiven to us, no undisputed amount payable in respect of afore said dues were in arrears as at 31st March, 2014for a period of more than six months from the date they became payable.

(b) On the basis of records produced before us for our verification and according to the information and explanationsgiven to us, the details of disputed Sales Tax, Central Excise duty & Income Tax dues aggregating to ` 6180.4lacs (net of Payments) that have not been deposited as on 31st March, 2014 on account of matters pendingbefore appropriate authorities, are as under.

Sr. No Nature of the Dues Financial Year to which Forum where the Amountthe matter relates matter is pending (`̀̀̀̀ in Lacs)

Net of Payments1 GUJARAT SALES TAX ACTa) Sales Tax Demand 1994 to 1997 Gujarat High Court 49.842 CENTRAL EXCISE ACT, 1944a) Excise demand for 01/04/1998 to Appeal file in CESTAT 147.91

Product Classification 29/02/2000b) Excise demand for Product 01/09/1996 to Appeal file in CESTAT 9.61

Classification 31/05/1997c) Excise demand for Product August 2004 to CESTAT 4881.41

Classification January 2012d) Excise Demand on January 2009 to Customs Excise and 20.01

CENVAT Reversal on December 2009 Service Tax AppellateExempted Goods Tribunal, Ahmedabad

3 INCOME TAX ACT, 1961a) Income Tax Demand 2002-03 Dy. Commissioner of Income Tax 0.24

(OSD) – Range 1b) Income Tax Demand 2003-04 Income Tax Appellate 5.12

Tribunal, Ahmedabadc) Income Tax Demand 2006-07 Income Tax Appellate 6.59

Tribunal, Ahmedabadd) Income Tax Demand 2007-08 CIT (Appeal) –VI, Ahmedabad 15.31e) Income Tax Demand 2008-09 CIT (Appeal) –VI, Ahmedabad 58.87f) Income Tax Demand 2009-10 CIT (Appeal) –VI, Ahmedabad 317.91g) Income Tax Demand 2010-11 CIT (Appeal) –VI, Ahmedabad 667.64

x) The Company does not have accumulated losses at the end of the financial year and has not incurred cash losses inthe financial year under question and in the immediately preceding financial year.

xi) According to information & explanations given to us, the company has generally not defaulted in repayment of duesto Financial Institutions or Banks.

xii) In our opinion & according to the information & explanation given to us, no loans & advances have been granted bythe company on the basis of security by way of pledge of shares, debentures & other securities.

xiii) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund/ society. Therefore, the provisions ofclause 4(xiii) of the Companies (Auditor’s Report) Order, 2003, are not applicable to the company.

xiv) According to the information & explanations given to us, the company is not dealing or trading in shares, securitiesdebentures & other investments. Therefore, the provisions of clause 4(xiv) of the Companies (Auditor’s Report) Order,2003, are not applicable to the company

Anil Limited

xv) According to information and explanations given to us, the Company has not given any guarantee for loans taken byothers from banks or financial institutions.

xvi) According to the Information & explanations given to us, the term loan raised during the year has been applied for thepurpose for which the said is raised.

xvii) According to the information and explanations given to us and on an overall examination of the Balance sheet of theCompany and after placing reliance on the reasonable assumptions made by the company, there are no funds raisedon short term basis, which have been used for long term purpose.

xviii)The Company has not made any Preferential allotment of shares during the year under review.

xix) The Company has not issued any debentures during the year.

xx) The Company has not raised any money by way of public issue during the year.

xxi) In our Opinion and According to the information & explanations given to us, no fraud on or by the company has beennoticed or reported during the course of our Audit.

For Parikh & MajmudarChartered Accountants

FRNNO 107525W

(CA Dr. Hiten Parikh)Place : Ahmedabad Partner

Date : 28/05/2014 M. No. 40230

Anil Limited

BALANCE SHEET AS AT 31ST MARCH, 2014(`̀̀̀̀ In Lacs)

Particulars Note No. As at As at31st March, 2014 31st March, 2013

`̀̀̀̀ `̀̀̀̀

A EQUITY AND LIABILITIES

1 Shareholders’ funds(a) Share capital 1 4,856.62 4,856.62(b) Reserves and surplus 2 24,701.11 20,455.37

29,557.73 25,311.99

2 Non-current liabilities(a) Long-term borrowings 3 17,758.23 12,368.95(b) Deferred tax liabilities (net) 2,891.94 2,378.64(c) Other long-term liabilities 4 198.90 183.98(d) Long-term provisions - -

20,849.07 14,931.58

3 Current liabilities(a) Short-term borrowings 5 30,002.82 26,228.79(b) Trade payables 6 10,732.43 7,824.50(c) Other current liabilities 7 4,188.29 4,322.22(d) Short-term provisions 8 1,159.32 1,845.24

46,082.86 40,220.75

TOTAL 96,489.67 80,464.31B ASSETS1 Non-current assets

(a) Fixed assets(i) Tangible assets 9 23,506.61 20,254.67(ii) Intangible assets 10 231.01 248.09(iii) Capital work-in-progress 2,751.16 4,067.76

26,488.78 24,570.52

(b) Non-current investments 11 3,518.89 2,275.46(c) Long-term loans and advances 12 7,316.76 4,428.57(d) Other non-current assets 13 507.20 480.55

11,342.85 7,184.572 Current assets

(a) Current investments 14 5.23 5.19(b) Inventories 15 22,843.09 19,006.90(c) Trade receivables 16 31,323.98 24,000.89(d) Cash and cash equivalents 17 1,385.75 2,567.58(e) Short-term loans and advances 18 3,100.00 3,128.66(f) Other current assets - -

58,658.03 48,709.21

TOTAL 96,489.67 80,464.31

Accounting Policies A

Notes forming part of Financial Statements 1 to 45

In terms of our report attached.

For Parikh & Majmudar For and on behalf of the Board of DirectorsChartered AccountantsFRN NO: 107525W Amol Sheth Chairman & Managing Director

(CA Dr. Hiten Parikh) Chandresh Pandya Kamal Sheth DirectorPartner Company SecretaryMNO 040230 Shashin Desai Chief Financial Officer

Place : AhmedabadDate : 28/05/2014

Anil Limited

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH,2014

(`̀̀̀̀ In Lacs)Particulars Note No. For the year For the year

ended ended31st March, 2014 31st March, 2013

`̀̀̀̀ `̀̀̀̀

A CONTINUING OPERATIONS1 Revenue from operations (gross) 19 84,814.35 72,871.28

Less: Excise duty 19 2,322.90 2,199.62

Revenue from operations (net) 82,491.46 70,671.65

2 Other income 20 208.04 211.39

3 Total revenue (1+2) 82,699.50 70,883.044 Expenses

(a) Cost of materials consumed 21 56,588.59 48,033.19(b) Changes in inventories of finished goods, 22 (700.11) (1,106.79)work-in-progress and stock-in-trade(c) Employee benefits expense 23 2,393.37 2,287.84(d) Manufacturing Expenses 24 7,677.02 6,965.04(e) Finance costs 25 6,012.19 5,189.77(f) Depreciation and amortisation expense 1,269.75 1,096.39(g) Other expenses 26 2,390.17 2,436.51

(h) Prior period Expenses 9.76 (0.74)

Total expenses 75,640.75 64,901.20

5 Profit / (Loss) before exceptional and 7,058.75 5,981.84extraordinary items and tax (3 - 4)

6 Exceptional items - -

7 Profit / (Loss) before extraordinary items 7,058.75 5,981.84and tax (5 + 6)

8 Extraordinary items 27 (14.23) (42.86)

9 Profit / (Loss) before tax (7 + 8) 7,072.98 6,024.7010 Tax expense:

(a) Current tax expense for current year 1,446.25 1,267.10(b) Deferred tax 513.30 213.17(c) Short/(excess Provision ) for Income tax 278.77 (18.46)

(d) Wealth Tax 1.15 0.55

2,239.47 1,462.36

11 Profit for the year 4,833.50 4,562.3312 Earnings per share (of `̀̀̀̀ 10/- each):

(a) Basic 45.80 43.31(b) Diluted 45.80 43.31Accounting Policies ANotes forming part of Financial Statements 1 to 45

Anil Limited

CASH FLOW STATEMENT(`̀̀̀̀ In Lacs)

Particulars 2013-2014 2013-2014 2012-2013 2012-2013(in `̀̀̀̀) (in `̀̀̀̀) (in `̀̀̀̀) (in `̀̀̀̀)

(A) Cash Flow From Operating Activities

Profit before tax 7072.98 6024.70

Adjustments for

Depreciation 1269.75 1096.39

Interest and Other Borrowing Cost 6012.19 5189.77

Loss on Sale of Fixed Assets (14.23) (42.86)

Dividend Income (3.04) (2.85)

Interest income (77.24) (98.98)

7187.43 6141.47

Operating Profit Before Working Capital Changes 14260.41 12166.17

Adjustment for Change In:

Inventories (3836.19) (4075.90)

Receivable (7225.26) (4677.79)

Loans & Advances (450.58) (2442.89)

Trade Payables/ Other Current Liabilities 1817.65 841.38

(9694.39) (10355.20)

4566.02 1810.97

Direct Taxes Paid (1726.17) (1249.19)

(1726.17) (1249.19)

Net Cash Generated From Operationg Activities 2839.84 561.78

(B) Cash flow from Investing activities

Purchase Of Fixed Assets (3188.01) (4557.50)

Sale of Fixed Assets - 1314.68

Dividend Income 3.04 2.85

Advance to Subsidiary (2533.43) -

Purchase of Investments/Invesment in Subsidiary (1243.43) (1701.60)

Net Cash Generated From Investing Activities (6961.83) (4941.57)

(C) Cash Flow From Financing Activities

Proceeds From Zero Coupon Convertible Debenture - 500.00

Changes in Long term Borrowings 5660.48 7034.69

Changes in Short Term Borrowings 3774.03 2970.37

Interest and Other Borrowing Cost paid (6012.19) (5189.77)

Dividend Paid (477.32) (296.61)

Dividend Distribution Tax Paid (82.04) (78.08)

Interest Received 77.24 98.98

Net Cash Generated From Financing Activities 2940.20 5039.59

Net Increase In Cash & Cash Equivalents (1181.79) 659.80

Cash & Cash Equivalents At The Beginning Of The Year 2572.77 1912.97

Cash & Cash Equivalents At The End Of The year 1390.98 2572.77

Anil Limited

Cash and cash equivalents :

Cash On Hand 52.08 43.33

Balances With The Banks (Including Margin Money) 1333.66 2524.25

Current Investments 5.23 5.19

Cash And Cash Equivalents 1390.98 2572.77

Notes to Cash Flow:-

1. All figures in bracket are outflow.2. The above Cash Flow Statement has been prepared under the ‘ Indirect Method’ as set out in Accounting

Standard 3 on “ Cash Flow Statement ” issued by The Institute of Chartered Accountants of India.

Anil Limited

(A) Significant Accounting Policies:

a. Method of Accounting

The financial statements of the Company have been prepared in accordance with the Generally Accepted AccountingPrinciples in India (Indian GAAP) to comply with the Accounting Standards notified under Section 211(3C) of theCompanies Act, 1956 (“the 1956 Act”) (which continue to be applicable in respect of Section 133 of the CompaniesAct, 2013 (“the 2013 Act”) in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry ofCorporate Affairs) and the relevant provisions of the 1956 Act/ 2013 Act, as applicable. The financial statements havebeen prepared on accrual basis under the historical cost convention.

b. Use of Estimates

The preparation of the financial statements in conformity with GAPP requires the Management to make estimates andassumptions that affect the reported balances of assets and liabilities and disclosures relating to contingent liabilitiesas at the date of the financial statements and reported amounts of income and expenses during the period. Accountingestimates could change from period to period. Actual results could differ from those estimates. Appropriate changesin estimates are made as the Management becomes aware of changes in circumstances surrounding the estimates.Changes in estimates are reflected in the financial statements in the period in which changes are made and, ifmaterial, their effects are disclosed in the notes to the financial statements.

c. Revenue Recognition

Sales are stated inclusive of rebate and trade discount and excluding Central Sales Tax, State Value Added Tax. Withregard to sale of products, income is reported when practically all risks and rights connected with the ownership havebeen transferred to the buyers. This usually occurs upon dispatch, after the price has been determined.Export Benefits are accounted on accrual basis.

d. Fixed Assets

Tangible Fixed Assets acquired by the Company are reported at acquisition value, with deductions for accumulateddepreciation [other than “freehold land” where no depreciation is charged] and impairment losses, if any. The acquisitionvalue includes the purchase price (excluding refundable taxes), and expenses directly attributable to assets to bringit to the factory and in the working condition for its intended use. Where the construction or development of any suchasset requiring a substantial period of time to set up for its intended use, is funded by borrowings if any, thecorresponding borrowing cost are capitalized up to the date when the asset is ready for its intended use.

Capital work in progress is stated at Cost.

Pre-operative expenditure & trial run expenditure on the project is capitalized amongst the various heads of fixedassets on the commencement of commercial production of respective project.

e. Depreciation

i) Depreciation on Fixed Assets is provided on Straight Line Basis in accordance with the provisions of Section205(2)(b) of the Companies Act, 1956 in the manner and at the rates specified under Schedule XIV to the saidAct.

ii) Depreciation on additions to Assets during the year is being provided on pro-rata basis with reference to monthof acquisition/installation as required by Schedule XIV to the Companies Act, 1956.

iii) Depreciation on assets sold, scrapped or demolished during the year is provided at their respective rates up tothe date on which such assets are sold, scrapped or demolished, as required by Schedule XIV of the CompaniesAct, 1956.

iv) No depreciation has been provided in respect of Capital Work in Progress.

f. Excise Duty

Excise Duties recovered are included in the sale of products. Excise duties in respect of Finished Goods lying in stockis shown separately as an item of Manufacturing & Other Expenses.

g. Cash Flow Statement

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactionsof a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of

Anil Limited

income or expenses associated with investing or financing cash flows. The Cash flows from operating, investing andfinancing activities of the Group are segregated.

Cash and Cash equivalents presented in the Cash Flow Statement consists of cash on hand and demand depositswith banks.

h. Foreign Currency Transactions

Transactions in the foreign currency which are covered by forward contracts are accounted for at the contracted rate;the difference between the forward rate and the exchange rate at the date of transaction is recognized in the statementof profit & loss over the life of the contract. Foreign currency denominated monetary assets and liabilities aretranslated into the relevant functional currency at exchange rates in effect at the Balance Sheet date. The gains orlosses resulting from such translations are included in the Statement of Profit and Loss. Non-monetary assets andnon-monetary liabilities denominated in a foreign currency and measured at fair value are translated at the exchangerate prevalent at the date when the fair value was determined. Non-monetary assets and non monetary liabilitiesdenominated in foreign currency and measured at historical cost are translated at the exchange rate prevalent at thedate of transaction. Revenue, expense and cash-flow items denominated in foreign currencies are translated into therelevant functional currencies using the exchange rate in effect on the date of the transaction. Transaction gains orlosses realized upon settlement of foreign currency transactions are included in determining net profit for the periodin which the transaction is settled.

i. Investments

Investments are classified as Long Term & Current Investments. Long Term Investments are valued at cost lessprovision for diminution other than temporary, in value, if any. Current Investments are valued at cost or fair valuewhichever is lower.

j. Valuation of Inventories

i) Raw materials are valued at lower of cost or net realizable value .

ii) Work in progress has been valued at cost of materials and labour charges together with relevant factory overheads.

iii) Finished Goods are valued at lower of cost or net realizable value.

iv) Stores & Fuel are valued at lower of cost or net realizable value .

k. Employee Benefit:

(i) Short Term

Short Term employee benefits are recognized as an expense at the undiscounted amount expected to be paid overthe period of services rendered by the employees to the company.

(ii) Long Term

The Company has both defined contribution and defined benefit plans. These plans are financed by the Company inthe case of defined contribution plans.

(iii) Defined Contribution Plans

These are plans in which the Company pays pre-defined amounts to separate funds and does not have any legal orinformal obligation to pay additional sums. These comprise of contributions to Employees Provident Fund. TheCompany’s payments to the defined contribution plans are reported as expenses during the period in which theemployees perform the services that the payment covers.

(iv) Defined Benefit Plans

Expenses for defined benefit gratuity payment plans are calculated as at the balance sheet date by independentactuaries in the manner that distributes expenses over the employees working life. These commitments are valued atthe present value of the expected future payments, with consideration for calculated future salary increases, using adiscounted rate corresponding to the interest rate estimated by the actuary having regard to the interest rate onGovernment Bonds with a remaining term i.e. almost equivalent to the average balance working period of employees.

Anil Limited

(v) Other Employee Benefit

Compensated absences which accrue to employees and which can be carried to future periods but are expected tobe encashed or availed in twelve months immediately following the year end are reported as expenses during theyear in which the employees perform the services that the benefit covers and the liabilities are reported at theundiscounted amount of the benefits after deducting amounts already paid.

l. Earning per Share :

Basic earning per share is calculated by dividing the net profit after tax for the year attributable to Equity Shareholdersof the Company by the weighted average number of Equity Shares in issue during the year. Diluted earning per Shareis calculated by dividing net profit attributable to equity Shareholders (after adjustment for diluted earnings) byaverage number of weighted equity shares outstanding during the year.

m. Taxation

Income tax expense comprises of current tax and deferred tax charge or credit. Provision for current tax is made on thebasis of the assessable income at the tax rate applicable to the relevant assessment year. The deferred tax asset anddeferred tax liability is calculated by applying tax rate and tax laws that have been enacted or substantively enactedby the balance sheet date. Deferred tax assets arising mainly on account of brought forward business losses, capitallosses and unabsorbed depreciation under tax laws, are recognized, only if there is a virtual certainly of its realization,supported by convincing evidence. Deferred tax assets on account of other timing differences are recognized only tothe extent there is a reasonable certainty of its realization. At each balance sheet date, the carrying amount ofdeferred tax assets is reviewed to reassure realization.

n. Impairment

The Management periodically assesses using, external and internal sources, whether there is an indication that anasset may be impaired. An impairment loss is recognized wherever the carrying value of an asset exceeds itsrecoverable amount. The recoverable amount is higher of the asset’s net selling price and value in use, which meansthe present value of future cash flows expected to arise from the continuing use of the asset and its eventual disposal.An impairment loss for an asset other than goodwill is reversed if, and only if, the reversal can be related objectivelyto an event occurring after the impairment loss recognized. The carrying amount of an asset other than goodwill isincreased to its revised recoverable amount that would have been determined (net of any accumulated amortizationor depreciation) had no impairment losses been recognized for the asset in prior years.

o. Provisions & Contingencies

A provision is recognized when the Company has a present legal or constructive obligation as a result of past eventand it is probable that an outflow of resources will be required to settle the obligation, in respect of which reliableestimate can be made. Provisions (excluding long term benefits) are not discounted to its present value and aredetermined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed ateach balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are not recognizedbut are disclosed in the notes to the Financial Statements. A contingent asset is neither recognized nor disclosed.

p. Borrowing Cost

Borrowing costs are recognized in the period to which they relate, regardless of how the funds have been utilized,except where it relates to the financing of construction or development of assets requiring a substantial period of timeto prepare for their intended future use. Interest on borrowings if any is capitalized up to the date when the asset isready for its intended use. The amount of interest capitalized for the period is determined by applying the interest rateapplicable to appropriate borrowings

q. Research & Development Expenditure

Research & Development Expenditure is charged to revenue. Capital expenditure on research and development isreported as fixed assets under the relevant head. Depreciation on research and development fixed assets are notclassified as research and development expenses and instead included under depreciation expenses.

r. Proposed Dividend & Corporate Dividend Tax

Dividend proposed by the Board of Directors (including dividend of preference shares ) along with corporate dividendtax are provided in the books of accounts. Approval in the General Meeting is pending for the same.

Anil Limited

NOTES FORMING PART OF FINANCIAL STATEMENTS( `̀̀̀̀ In Lacs)

Particulars As at 31st March, 2014 As at 31st March, 2013

Number `̀̀̀̀ Number `̀̀̀̀of shares of shares

Note 1 Share capital(a) Authorised

25000000 (P.Y 25000000 ) Equity shares of ` 10 each 25000000 2,500.00 25000000 2,500.005000000 (P.Y. 5000000) Unclassified Shares of ` 10 each 5000000 500.00 5000000 500.007000000 (P.Y. 7000000) preference shares of ` 100 each 7000000 7,000.00 7000000 7,000.00

10,000.00 10,000.00(b) Issued

9766166 (P.Y 9766166 ) Equity shares of `10 each 9766166 976.62 9766166 976.623880000 (P.Y 3880000) 8% Redeemable Non 3880000 3,880.00 3880000 3,880.00Cumulative Preference shares of `100 each

4,856.62 4,856.62(c) Subscribed and fully paid up

9766166 (P.Y 9766166 ) Equity shares of `10 each 9766166 976.62 9766166 976.623880000 (P.Y 3880000) 8% Redeemable Non 3880000 3,880.00 3880000 3,880.00Cumulative Preference shares of `100 each

4,856.62 4,856.62

Total 4,856.62 4,856.62

Note 1a Share capital (contd.)

(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reportingperiod:

(`̀̀̀̀ In Lacs)

Particulars Opening Fresh ClosingBalance Issue Balance

Equity shares with voting rights

Year ended 31st March, 2014- Number of shares 9,766,166 - 9,766,166

- Amount (`) 976.62 - 976.62Year ended 31st March, 2013- Number of shares 9,766,166 - 9,766,166- Amount (`) 976.62 - 976.62

8% Redeemable Non Cumulative preference shares

Year ended 31st March, 2014- Number of shares 3,880,000 - 3,880,000- Amount (`) 3,880.00 - 3,880.00

Year ended 31st March, 2013- Number of shares 3,380,000 500,000.00 3,880,000- Amount (`) 3,380.00 500.00 3,880.00

Anil Limited

Notes:Right, Preferences & restrictions attaching to various classes of shares.

Class of Shares Nos. of Shares Right, Preferences & restrictions attaching to various classes of shares

Equity Shares of 9,766,166 The Company has only one class of equity shares having a par value of `10/-` 10/- each Each Shareholder is eligible for one vote per share. The dividend proposed by theper share. Board of Directors is subject to the approval of the shareholders in the ensuing

Annual General Meeting, except in case of interim dividend. In the event ofliquidation, the equity shareholders are eligible to receive the remaining assets ofthe Company after distribution of all preferential amounts, in proportion to theirshareholding.

8% Redeemable 38,80,000 Preference shares would be redeemable after 10 years but before 20 years fromPreference Shares the date of allotment at the option of the holder. (In Second allotment to Aught ofof ` 100/- each 5 Lac Shares tenure is after 12 years but before 20 years)

(i) Details of shares held by each shareholder holding more than 5% shares:

Class of shares / Name of shareholder As at 31st March, 2014 As at 31st March, 2013

Number of % holding Number of % holding inshares held in that class shares held that class

of shares of shares

Equity shares with voting rightsBharti Consumer Mkt. Pvt. Ltd. - - 961,170 9.84Agallochun Investments Pvt. Ltd. - - 1,077,800 11.04Aught Investments Pvt. Ltd. - - 1,042,890 10.68Aseem Realty Pvt. Ltd. - - 1,009,660 10.34Abloom Investments Pvt. Ltd. - - 1,293,860 13.25Agranil Marketing Limited - - 1,015,080 10.39Adella Enterprise Pvt. Ltd. 6,654,496 68.14 - -

8% Redeemable preference sharesAnil Mines & Minerals Ltd. 1625000 41.88 1625000 41.88Agranil Marketing Limited - - 375000 9.66Aught Investments Pvt. Ltd. - - 1480000 38.14Anil Nutrients Ltd. 400000 10.31 400000 10.31Adella Enterprise Pvt. Ltd. 1855000 47.81 - -

Note 2 Reserves and Surplus( `̀̀̀̀ In Lacs)

Particulars As at 31st March, As at 31st March,2014 2013`̀̀̀̀ `̀̀̀̀

(a) Capital reserveOpening balance 11.09 11.09

Closing balance 11.09 11.09(b) Securities premium account

Opening balance 1,183.08 1,183.08Add : Premium on shares issued during the year - -

Closing balance 1,183.08 1,183.08(c) General reserve

Opening balance 1,670.00 1,170.00Add: Transferred from surplus in Statement of Profit and Loss 500.00 500.00Less: Utilised / transferred during the year - -

Closing balance 2,170.00 1,670.00Contd.......

Anil Limited

(d) Amalgamation Reserve 2,510.04 2,510.04(On Amalgamation of The Anil Starch Products Ltd and Anil ConsumerProducts Ltd. with the Company with effect from 1st April, 2001)Closing balance 2,510.04 2,510.04

(e) Surplus / (Deficit) in Statement of Profit and LossOpening balance 15,081.16 11,578.06Add : Profit / (Loss) for the year 4833.50 4562.46Less : Dividend

Dividends proposed to be distributed to equity shareholders 195.32 195.32(` 2 per share)Dividends proposed to be distributed to preference shareholders 310.40 285.96Tax on dividend 82.04 78.08Transferred to:General reserve 500.00 500.00

Closing balance 18,826.90 15,081.16

Total 24,701.11 20,455.37

Note 3 Long-term borrowings(`̀̀̀̀ In Lacs)

Particulars As at 31st March, 2014 As at 31st March, 2013Non Current Current Non Current Current

`̀̀̀̀ `̀̀̀̀ `̀̀̀̀ `̀̀̀̀

(a) Bonds / debenturesZero Coupon Convertible DebenturesOpening Balance - - 500.00 -Add : Issued during the year - - - -Less : Transferred to Preference Share Capital - - 500.00 -

Sub Total - - - -(b) Term loans

From banksSecured {Refer Note (i) below} 17,687.21 3304.37 9,787.67 3,048.45

Sub Total 17,687.21 3304.37 9,787.67 3,048.45(c) Non Convertible Debenture

L&T Finance Ltd-Non Convertible Debenture - - 2,500.00 -

Sub Total - - 2,500.00 -(d) Deferred payment liabilities

Secured {Refer Note (ii) below} 26.24 26.53 - 11.24

Sub Total 26.24 26.53 - 11.24(e) Deposits

UnsecuredOther - - - -

Sub Total - - - -(f) Loan form Related Parties

Unsecured 44.78 - 81.28 - {Includes ` 44.78 lacs (P.Y ` 81.28) Lacs from

company in which Directors are Interested}

Sub Total 44.78 - 81.28 -Total 17,758.23 3,330.89 12,368.95 3,059.69

Contd.....

Anil Limited

Refer Note - i

(A) Term Loan from Bank of India & State Bank of India & J & K Bank Ltd.

(a) Secured by first charge on Pari Passu basis on entire fixed assets of the company.(b) Secured by first charge by way of Hypothecation on specific Plant and Machinery of the company for Bank of India.(c) Secured by way of first charge on equitable mortgage of fixed assets of the company comprising of Land, Building

and Fixed Machinery situated at Anil Premises, Anil Road, Bapunagar, Ahmedabad

(B) Repayment Schedule

Bank of India

ECB 5 Million & RTL 25 Crs: 3 Installments commencing from Dec-2015 ` 1000 Lacs .Dec -2016 ` 2000 Lacs and Dec -2017 ` 2000 lacs to make average maturity over 5 years as per RBI GuidelinesECB 10 Million : 3 Installments commencing from Dec-2015 ` 1000 Lacs .Dec -2016 ` 2000 Lacs and Dec -2017 ` 2000lacs to make average maturity over 5 years as per RBI GuidelinesTerm Loan ` 3000 Lac: Repayable in 16 Quarterly Installments each of ` 187.50 Lac commencing after moratoriumperiod of 24 month from the date of disbursement

L&T Finance Non Convertible Debentures

Secured by way of Pari Passu 1st Charge by way of Mortgage on Fixed Assets (Including Immovable and movableProperties Redemption at par in the ratio of 10:20:30:40 redeemable at the end of 2nd, 3rd, 4th and 5th year respectivelyfrom the deemed date of allotment

State Bank of IndiaCorporate Loan : Repayable in 18 Quarterly Installments, Commencing from December 2014 and Ending on March2019. First two Quarterly installments of ̀ 250 Lac each & then 4 Quarterly installments each of ` 350 Lac then 4 Quarterlyinstallments each of ` 400 Lac then 4 Quarterly installments each of ` 450 Lac and Last 4 Quarterly installments each of` 550 Lac

J & K BankCorporate Loan : Repayable in 5 Quarterly Installments each of ` 500 Lacs Commencing from June 2014 and Endingwith June 2015

Refer Note - ii

Secured against Vehicle Purchase under Hire Purchase Agreement.

30 Monthly Installment of ` 2,52,795/- commencing from August 2013

Note 4 Other long-term liabilities (`̀̀̀̀ In Lacs)

Particulars As at 31st March, 2014 As at 31st March, 2013`̀̀̀̀ `̀̀̀̀

(a) Trade Payables:(i) Other than Acceptances 66.18 51.26

(b) Others:(i) Deposits 102.59 102.59

(c) Advance from Customer: 30.12 30.12

Total 198.90 183.98

Note 5 Short-term borrowings (`̀̀̀̀ In Lacs)

(a) Loans repayable on demandFrom banksSecured {Refer Note No. (i) below} 26,442.33 22,785.83

Sub Total 26,442.33 22,785.83(b) Deposits

Inter Corporate Deposits 3,547.79 3,430.25Public Deposit 12.71 12.71

Sub Total 3,560.50 3,442.96Total 30,002.82 26,228.79

Anil Limited

Refer Note (i)

Working Capital facilities from Bank of India, IDBI & Punjab National Bank.

Secured by first charge on Pari Passu basis on Raw Material, Stock in process, Finished Goods, Stores & Spares,Packing Material and book debts and also secured by way second charge on equitable mortgage of Fixed Assets of thecompany comprising of Land, Building and Fixed Machinery situated at Anil Road, Bapunagar, Ahmedabad.

Note 6 Trade payables(`̀̀̀̀ In Lacs)

Trade payables:Other than Acceptances {Refer Note No. (32)} 10,713.39 7,797.10Payables on purchase of fixed assets 19.04 27.40

Total 10,732.43 7,824.50

Note 7 Other current liabilities(`̀̀̀̀ In Lacs)

(a) Current maturities of long-term debt 2982.92 2,919.82

Sub Total 2,982.92 2,919.82(b) Interest accrued and due on borrowings 321.44 128.63(c) Unpaid dividends 18.47 30.71

Sub Total 339.92 159.34(d) Other payables

(i) Statutory liabilities 460.79 315.45(ii) Advances from customers 378.14 916.38

Sub Total 838.93 1231.82(e) Deferred payment liabilities

Secured (Current Maturities) 26.53 11.24

Sub Total 26.53 11.24

Total 4,188.29 4,322.22

Note 8 Short-term provisions(`̀̀̀̀ In Lacs)

(a) Provision - Others:(i) Provision for tax 437.34 1,135.34(ii) Provision for proposed equity dividend 195.32 195.32(iii) Provision for proposed preference dividend 310.40 285.96(iv) Provision for tax on proposed dividends 82.04 78.08(v) Provision for Employee Benefits 105.40 119.60(vi) Provision for gratuity 27.67 30.38(vii) Provision - others

Wealth Tax Provision 1.15 0.55

Total 1,159.32 1,845.24

Anil Limited

Note 9 Fixed assets(`̀̀̀̀ In Lacs)

Note 10 Fixed assets(`̀̀̀̀ In Lacs)

Note 11 Non-current investments (`̀̀̀̀ In Lacs)

Quoted Unquoted Total Quoted Unquoted Total`̀̀̀̀ `̀̀̀̀ `̀̀̀̀ `̀̀̀̀ `̀̀̀̀ `̀̀̀̀

(a) InvestmentsInvestment in government or trust securities(i) government securities

7,924 US 64 Bonds of ̀ 100 each - 9.80 9.80 - 9.80 9.80(7,924 Units of ̀ 10/- each in Unit Trust of Indiaconverted into 7,924 US 64 Bonds w.e.f. 01/06/2003)7 Years National Saving Certificates with facevalue of ̀ 51,000/- * - 0.66 0.66 - 0.66 0.666 years National Savings Certificates with facevalue of ̀ 30,500/- * - 0.41 0.41 - 0.41 0.41* (Deposited with Government department as security Deposit)

Total - Other investments (A) 10.87 10.87(b) Other

2,567 (PY 2,567) fully paid Equity Shares of` 10/- each in Gujarat State Fertilizer Co. Ltd. 5.24 - 5.24 5.24 - 5.245,425 (PY 5,425) fully paid Equity Shares of` 10/- each of The Arvind Mills Ltd. 12.63 - 12.63 12.63 - 12.63200 (PY 200) fully paid Equity Shares of` 10/- each of Corporation Bank. 0.16 - 0.16 0.16 - 0.1628,700 (PY 28,700) fully paid Equity Shares of` 10/- each of Bank of India. 12.92 - 12.92 12.92 - 12.92

A Tangible assets Gross block Accumulated depreciation and impairment Net block

Balance Addition Disposal Balance Balance Depreciation/ Eliminated Balance Balance Balanceas at as at as at for the on disposal as at as at as at

1st April 31st March 1st April year of assets 31st March 31st March 31st March2013 2014 2013 2014 2014 2013

` ` ` ` ` ` ` ` ` `(a) Land

Freehold 2,971.83 - - 2,971.83 - - - - 2971.83 2971.83(b) Bui ldings 1,882.10 2.02 - 1,884.12 322.69 62.88 - 385.57 1498.56 1559.41(c ) Plant and Equipment 19,952.62 4401.78 - 24,354.40 4454.13 1154.26 - 5608.39 18746.02 15498.50(d) Furniture and Fixtures 267.06 0.81 - 267.87 140.46 12.71 - 153.17 114.70 126.60(e) Vehicles 175.64 100.00 275.64 77.30 22.83 - 100.13 175.51 98.34

Total 25,249.25 4,504.61 - 29,753.86 4,994.58 1,252.67 - 6,247.25 23,506.61 20,254.67

Previous year 23,855.80 2,668.65 1,274.56 25,249.25 3,918.01 1,079.31 2.74 4994.58 20,254.67 19,925.23

B Intangible assets Gross block Accumulated depreciation Net blockand impairment

Balance Addition Disposal Balance Balance Depreciation/ Balance Balance Balanceas at as at as at amorlisation as at as at as at

1st April 31st March 1st April, for the 31st March 31st March 31st March2013 2014 2013 year 2014 2014 2013

expense

` ` ` ` ` ` ` ` `

(a) Computer software 359.59 - - 359.59 111.50 17.08 128.58 231.01 248.09

Total 359.59 - - 359.59 111.50 17.08 128.58 231.01 248.09

Previous year 357.53 2.07 - 359.59 94.42 17.08 111.50 248.09 275.02

Anil Limited

2,000 fully paid shares of ̀ 10/- each ofThe Kapole Co-operative Bank Ltd. - 0.20 0.20 - 0.20 0.20Investment in 100 % SubsidiaryAnil (Afro-Asia) FZE - - - - 25.23 25.23Investment in 100 % Subsidiary Anil (Europe) BV - 67.89 67.89 - 67.89 67.894,995 (PY 4995)Equity Shares of ̀ 10/- each ofAnil Mega Food Park Pvt. Ltd. - 0.50 0.50 - 0.50 0.5037,90,047 (PY Nil)Equity Shares of ̀ 10/- each ofAnil Mega Food Park Pvt. Ltd. at premium of ̀ 80 each - 3,411.04 3,411.04 - - -50,000 (PY 50,000) fully paid Equity Share ofAnil Lifescience Ltd. - 5.00 5.00 - 5.00 5.00Share Application Money withAnil Mega Food Park Pvt. Ltd. - - - - 2167.61 2,167.61

Total - Other investments (B) 3,515.58 2,297.38

Total (A+B) 3,526.45 2,308.25

Less: Provision for diminution in value of investments (7.56) (32.79)

Total 3,518.89 2,275.46

Aggregate amount of quoted investments 30.95 30.95Aggregate market value of listed and quoted investments 82.89 99.29

Aggregate amount of unquoted investments 3,495.50 2,277.30

Note 12 Long-term loans and advances(`̀̀̀̀ In Lacs)

(a) Capital advances 4,733.01 4,377.03

Sub Total 4,733.01 4,377.03(b) Security deposits

Electricity & Other Deposits 50.32 51.54

Sub Total 50.32 51.54

(c.) Advance to Subsidiary 2,533.43 -

Sub Total 2,533.43 -

Total 7,316.76 4,428.57

Note 13 Other non-current assets(`̀̀̀̀ In Lacs)

(a) Long-term trade receivables 201.49 299.31(b) Advance Tax (Net of Provision) 117.15 -(c) Other Advances 165.06 165.06(b) Advance to Suppliers 23.50 16.17

Total 507.20 480.55

Anil Limited

Note 14 Current investments(`̀̀̀̀ In Lacs)

Quoted Total Quoted Total`̀̀̀̀ `̀̀̀̀ `̀̀̀̀ `̀̀̀̀

Investment in mutual funds19126.448 Units (P.Y 18334.66 ) of Principle Large Cap Fund 5.23 5.23 5.19 5.19(Market Value ` 5.23 Lacs) (P.Y ` 5.19 Lacs)

Total 5.23 5.19

Note 15 Inventories(As taken, valued & certified by a Director) (`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

(a) Raw materials 15,156.90 12,068.67

Sub Total 15,156.90 12,068.67

(b) Work-in-progress 910.31 931.42

Sub Total 910.31 931.42

(c) Finished goods 6,026.17 5,304.95

Sub Total 6,026.17 5,304.95

(d) Stores and spares 749.70 701.85

Sub Total 749.70 701.85

Total 22,843.09 19,006.90

Note 16 Trade receivables(`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

Unsecured Considered goodTrade receivables outstanding for a periodexceeding six months. 382.44 84.80Others 30,941.50 23,916.09

Total 31,323.95 24,000.89

Note 17 Cash and cash equivalents(`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

(a) Cash on hand 52.08 43.33Sub Total 52.08 43.33

(b) Balances with banks(i) In current accounts 496.82 137.90(ii) In deposit accounts / Margin Money Account 814.80 1,299.13(iii) In earmarked accounts

- Unpaid dividend accounts 18.47 30.71

Sub Total 1,330.09 1,467.73(c) Others

Debit Balance in Cash Credit Account(Book Overdraft) 3.57 1,056.52

Sub Total 3.57 1,056.52

Total 1,385.75 2,567.58

Anil Limited

Note 18 Short-term loans and advances(`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

(a) Loans and advances to employees 36.96 39.75(b) Prepaid expenses 20.67 29.19(c) Balances with government authorities 286.52 347.72(d) Advance to Suppliers 2,674.07 2,636.86(e) Provision for Loss/Gain on Forward Contract 81.78 75.15

Total 3,100.00 3,128.66

Note 19 Revenue from operations(`̀̀̀̀ In Lacs)

Particulars For the Year Ended For the Year Ended

31st March, 2014 31st March, 2013

`̀̀̀̀ `̀̀̀̀

Sale of products (Refer Note (i) below)i) Manufacturing Sales

- Domestic 75,825.86 64,307.75- Export 8,912.07 8,494.59Other operating revenues : Duty Draw Back 76.42 68.93

Sub Total 84,814.35 72,871.28Less:Excise duty 2,322.90 2,199.62

Total 82,491.46 70,671.65

Note (i)

Details of Product Sold. (Net of Excise) (`̀̀̀̀ In Lacs)

Particulars For the year ended For the year ended

31st March, 2014 As at 31st March, 2013

`̀̀̀̀ `̀̀̀̀

- Biological Agents 7,221.08 6,050.25- Food, Pharma & Animal Healthcare Ingredients 50,789.79 42,101.94- Industrial & Allied Products 24,404.16 22,450.53- Others 76.42 68.93

Total 82,491.46 70,671.65

Note 20 Other income(`̀̀̀̀ In Lacs)

Particulars For the Year ended For the Year ended 31st March, 2014 31st March, 2013

`̀̀̀̀ `̀̀̀̀

Interest income-Interest Income [TDS ` 7.66 Lacs (P.Y ` 9.37 Lacs )] 77.24 98.98Dividend income:

others 3.00 2.30Income from Units of Unit Trust of India / NSC 0.04 0.55

Foreign Exchange Fluctuation 71.68 73.13Other non-operating income (Refer Note below) 56.08 36.43

Total 208.04 211.39

Anil Limited

Note 20a Other non-operating income(`̀̀̀̀ In Lacs)

Particulars For the Year ended For the Year ended

`̀̀̀̀ `̀̀̀̀

Other non-operating income comprises:Miscellaneous Income 4.69 0.67Sale of Scrap 51.39 35.76

Total - Other non-operating income 56.08 36.43

Note 21 Cost of materials consumed(`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

Opening stock 12,068.67 8,881.57Add:Purchases 59,676.82 51,220.30

Sub Total 71,745.49 60,101.87Less: Closing stock 15,156.90 12,068.67

Cost of material consumed 56,588.59 48,033.19

Total 56,588.59 48,033.19

Details of Raw Materials and its Components(`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

Agriculture Commodities 55,619.30 46,087.10Others 969.29 1,946.10

Total 56,588.59 48,033.19

Note 22 Changes in inventories of finished goods, work-in-progress and stock-in-trade(`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

Inventories at the end of the year:Finished goods 6,026.17 5,304.95Work-in-progress 910.31 931.42

Sub Total 6,936.48 6,236.37

Inventories at the beginning of the year:Finished goods 5,304.95 3,531.53Work-in-progress 931.42 1,598.05

Sub Total 6,236.37 5,129.58

Net (Increase) / Decrease (700.11) (1,106.79)

Anil Limited

Details of Finished Goods

(`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

- Biological Agents 2,441.19 2,474.41- Food, Pharma & Animal Healthcare Ingredients 3,237.00 2,127.75- Industrial & Allied Products 347.98 702.80

Total 6,026.17 5,304.95

Note 23 Employee Benefits Expense

(`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

Salaries and wages :

Salaries & Wages 1,679.87 1,574.58Staff Emoluments 547.33 577.11Provident Fund 65.13 56.09Bonus 73.38 49.54Gratuity 27.66 30.52

Total 2,393.37 2,287.84

Note 24 Manufacturing Expenses

(`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

Consumption of stores and spare parts(Including Chemicals, Packing Material & Misc. Purchase)Op. Stock 701.85 919.85Add : Purchase 3,022.79 2,377.28

3,724.64 3,297.13

Less : Cl. Stock 749.70 701.85

Consumption of stores and spare parts 2,974.93 2,595.28

Power & Fuel 4,445.29 4,087.11

Repairs and maintenance - Buildings 2.90 5.98Repairs and maintenance - Machinery 160.73 196.09Repairs and maintenance - Others 93.17 80.58

Total 7,677.02 6,965.04

Note 25 Finance costs (`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

(a) Interest expense on:Interest on Term Loans 1,750.71 1,387.24Interest on Working Capital 3,648.39 2,690.19Other Interest & Finance Charges 613.09 848.14Interest on Debentures - 264.20

Total 6,012.19 5,189.77

Anil Limited

Note 26 Other expenses

(`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

Excise Duty Provision on Closing Stock of F.G. (Net) 1.01 8.77General Expenses 506.18 437.63Insurance 39.33 31.13Rent, Rates and taxes 73.72 86.59Travelling and conveyance 104.49 103.20Inland & Export Freight Outward 653.87 771.14Commission Expenses 248.18 142.16Sales Tax Expenses 1.50 0.37Selling & Distribution Exps. 72.67 157.44Brokerage & Discount 262.91 235.46Postage & Telephone Expense 47.21 42.52Sundry Debit /Credit Balance written off (Net) 3.02 8.24Donations and contributions 1.10 6.55Loss on diminution in value of investment - 25.03Legal and professional Expenses 369.99 375.26Payments to Auditors 5.00 5.00

Total 2,390.17 2,436.51

Particulars For the Year ended For the Year ended 31st March, 2014 31st March, 2013

`̀̀̀̀ `̀̀̀̀

(i) Payments to the auditors comprises(net of service tax input credit, where applicable):As auditors - statutory audit 4.00 4.00

- Tax Audit 1.00 1.00- Taxation Matters - -- Management Services - -- Company Law Matters - -- Certification fees & Other Services - -- Reimbersement of Expenses - -

Total 5.00 5.00

Note 27 Extraordinary items (`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

(Profit) /Loss on Sales of Shares (14.23) (42.86)

Total (14.23) (42.86)

28. Capital Commitments and Contingent Liabilities:(`̀̀̀̀ In Lacs)

As At As At31st March, 2014 31st March, 2013

a) Contingent LiabilitiesClaims against the Company not acknowledged as Debts 22.88 22.88Disputed Sales Tax Demands – matter under appeal 49.84 47.23Disputed Excise Demand – matter under appeal 5,058.94 1,779.40Disputed Income Tax Liability – matter under appeal 1,246.68 591.40Outstanding Balance of Guarantees of `̀̀̀̀ NIL (P.Y. `̀̀̀̀ 2000 Lacs)given by the Company for loan taken by others from banks — 2,000.00Guarantee limits of `̀̀̀̀ 157 Lacs (Previous year `̀̀̀̀ 157.00 lacs) 157.00 157.00

Anil Limited

b) Capital Commitments :

Estimated amount of contracts remaining to be executed on capital account [net of advances] and not provided for` 2,518 Lac (P.Y ` 2,581 Lac)

29. Financial and derivative instruments:

Derivative Contract entered into by the company and outstanding as at March 31, 2014

(a) For hedging currency(`̀̀̀̀ In Lacs)

Particular As at March As at March31st, 2014 31st, 2013

Out Standing Forward Contract 3679.58 2340.50

(b) The Company uses forward contracts to hedge its risk associated with foreign currency fluctuation. As explained to us,the Company does not use forward contracts for speculative purposes.

(c) The year end foreign currency exposure that have not been hedged by any derivative instruments or otherwise is asunder

Particular Amount receivable in Foreign Currency

Foreign Currency in Millions31-03-2014 US $ 0.56431-03-2013 US $ 0.966Indian Currency in lacs31-03-2014 `̀̀̀̀ 337.7231-03-2013 `̀̀̀̀ 525.50

30. Inventories are as taken, valued and certified by a Director.

31. In the opinion of the Board of Directors, the current assets, loans and advances are approximately of the value stated,if realized in the ordinary course of business and the provisions for depreciation and all known and ascertainedliabilities are adequate and not in excess of the amounts reasonably necessary.

32. In the absence of the complete information regarding the status of the suppliers as micro small or medium enterpriseas per the micro small and medium enterprise development act 2006, the information regarding the amount due to suchparties as on the balance sheet date and provision for interest, if any, required by the said act has not been made.

33. The Company is engaged in manufacturing of starches and its derivatives and hence management is of the opinionthat it does not have a reportable primary segment identifiable in accordance with the Accounting Standard 17 issuedby the Institute of Chartered Accountants of India.

Secondary Segment : Geographical Segment

The analysis of geographical segment is based on geographical location of the customers. The geographical segmentsconsidered for disclosure are as follows:Sales within India : Sales to Customer located within India.Sales outside India : Sales to Customer located outside India.

Information pertaining to Secondary Segment.

Anil Limited

Cross Revenue from operation as per Geographical Location.(`̀̀̀̀ in Lacs)

Country Year Ended 31/03/2014 Year Ended 31/03/2013Within India 75,825.86 64,307.75

Duty Drawback 76.42 68.93

Outside India

Africa 3,012.07 3,533.43

Asia 5,360.07 4,418.98

Europe 533.92 542.19

South America 6.04 —

Grand Total 84,814.35 72,871.28

34. Employee Benefits

As per Accounting Standard 15, “Employee Benefits”, the disclosures of Employee benefits as defined in the AccountingStandard are given below :

a) Defined Benefit Plans

Contribution to Defined Contribution Plan, recognized as expense for the year is as under :

(`̀̀̀̀ In lacs)Particulars 2013-14 2012-13Employer’s Contribution to Provident Fund 65.13 56.09

i) Gratuity

I. Reconciliation of opening and closing balance of Defined Benefit obligationParticulars Gratuity ( Funded ) (`̀̀̀̀ In lacs)

2013-14 2012-13Defined Benefit obligation at beginning of the year 387.34 338.38On amalgamation - -Past Service Cost - -Current Service Cost 21.19 21.19Interest Cost 29.48 28.76Actuarial (gain) / loss (5.91) 18.52Benefits paid (37.78) (19.51)Settlement cost - -Defined Benefit obligation at the year end 394.32 387.34

II. Reconciliation of opening and closing balance of fair value of plan assets

Particulars Gratuity ( Funded ) (`̀̀̀̀ In lacs) 2013-14 2012-13

Fair value of plan assets at beginning of the year 288.66 218.28On amalgamationExpected return on plan assets 24.79 18.55Actuarial gain /( loss) (7.69) 19.53Benefits paid (37.78) (19.51)Contribution by employer 30.38 51.80Fair value of plan assets at the year end 298.36 288.65Actual return on plan assets 17.10 18.55

Anil Limited

III. Reconciliation of fair value of assets and obligations

Particulars Gratuity ( Funded ) (` In lacs) As at As at

31st March, 2014 31st March, 2013Fair value of plan assets 394.32 288.66Presented value obligation 298.35 387.34Amount recognized in Balance Sheet (95.97) (98.68)

IV. Expense recognized during the year

Particulars Gratuity ( Funded ) (`̀̀̀̀ In lacs) 2013-14 2012-13

Current Service Cost 21.20 21.19Interest Cost 29.48 28.76Past Service Cost - -Expected return on plan assets. (24.79) (18.55)Actuarial (gain) / loss 1.78 (1.02)Net Cost 27.67 30.38

V. Investment Details : (`̀̀̀̀ In lacs)As at 31st March, As at 31st March,

2014 2013Public Securities - -Special Deposit Schemes - -State Govt. Securities - -Private Sector Securities - -Insurance PoliciesOthers (including bank balances) - -

Actuarial Assumptions Gratuity ( Funded ) 2013-14 2012-13

Discount rate (per annum) 9.10% 8.50%Expected rate of return on plan assets (per annum) 8.70% 8.50%Rate of escalation in salary (per annum) 5.00% 5.00%

The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority,promotion and other relevant factor including supply and demand in the employment market. The above informationis certified by the actuary.

The expected rate of return on plan assets is determined considering several applicable factors, mainly thecomposition of plan assets held, assessed risks, historical results of return on plan assets the Company’s policy forthe plan assets management.

35. Related Party disclosure as required by AS-18:

Name of the Related Parties and Nature of Relationship where Control ExistsNote :- Related Parties have been identified by the management.

SR NAME OF RELATED PARTYNO.

(I) Associate company/enterprises where common control exists

1 Anil Bioplus Limited2 Anil Mines and Minerals Limited3 Naimesh Trading Pvt. Ltd.4 Anil Infraplus Limited5 Arav Enterprise Pte. Ltd.6 Abner Enterprise Pvt. Ltd.7 Adella Enterprise Pvt. Ltd. (Company formed under amalgamation of Anil Hospitality Ventures Ltd.,

Anil Limited

Ascent Knowledge Solutions Ltd., Bharti Consumers Pvt. Ltd., Rahil Mtg. Pvt. Ltd., Agranil Mtg. Pvt. Ltd.,Aught Investments Pvt. Ltd., Agallochun Investments Pvt. Ltd. w.e.f 24th March, 2014)

8 Anil Nutrients Limited9 Amoha Enterprises Pvt. Ltd.10 Alana Trading Limited Liability Partnership11 Vigo Bio-Tech Dairy Pvt Ltd12 Anil Technoplus Ltd.

(II) Subsidiary Companies

1 Anil Bioplus (Europe) BV2 Anil Mega Food Park Pvt Ltd3 Anil Life Sciences Limited

(III) Key Management Personnel

1 Shri Amol S. Sheth [Chairman & Managing Director]2 Shri Anurag Kothawala [Whole time Director] [w.e.f. 02/09/2013]3 Shri Shashin Desai [Executive Director] [w.e.f. 02/09/2013]

Anil Limited

The following transactions were carried with the related parties in the ordinary course of business(`̀̀̀̀ In Lacs)

RELATIVES OFKEY MANAGEMENT KEY MANAGEMENT

Particulars ASSOCIATES PERSONNEL PERSONNEL TOTAL2013-14 2012-13 2013-14 2012-13 2013-14 2012-13 2013-14 2012-13

(I) VOLUME OF TRANSACTIONS(A) PURCHASE OF GOODS

ANIL MINES AND MINERALS LTD. 13,046.06 18,835.53 - - - - 13,046.06 18,835.53ANIL TRADECOM LTD - 1,135.71 - - - - - 1,135.71ANIL NUTRIENTS LTD 950.72 48.77 - - - - 950.72 48.77

(B) PURCHASE OF CAPITAL GOODSANIL TECHNOLUS LIMITED 1,604.15 - - - - - 1,604.15 -ANIL INFRAPLUS LTD 8.33 134.17 - - - - 8.33 134.17

(C) SALES OF GOODSANIL BIOPLUS LTD 350.11 207.70 - - - - 350.11 207.70ANIL NUTRIENTS LTD 0.20 118.31 - - - - 0.20 118.31ADELLA ENTERPRISE PVT LTD 0.12 0.15 - - - - 0.12 0.15

(D) UTILITY SERVICESANIL BIOPLUS LTD 565.16 554.25 - - - - 565.16 554.25

(E) REIMBURSEMENT OF EXPENSESADELLA ENTERPRISE PVT LTD 0.79 7.19 - - - - 0.79 7.19

(F) SALES/ADVANCE OFINVESTMENTS/ LANDANIL MEGA FOOD PARK PVT LTD - 1,270.76 - - - - - 1,270.76ANIL NUTRINTS LTD. - 61.44 - - - - - 61.44ANIL BIOPLUS (AFRO-ASIA)FZE 14.24 - - - - - 14.24 -

(G) REPAYMENT OF LOAN TAKENADELLA ENTERPRISE PVT LTD 36.50 - - - - - 36.50 -

(H) PAYMENT OF INTERESTANIL TRADECOM LTD - 205.11 - - - - - 205.11

(I) REMUNERATION AND COMMISSIONTO DIRECTORSAMOL S. SHETH - - 306.00 266.00 - - 306.00 266.00ANURAG KOTHAWALA - - 18.69 - - - 18.69 -SHASHIN DESAI - - 16.44 - - - 16.44 -KAMAL SHETH - - 0.33 0.23 - - 0.33 0.23ANISH SHAH - - 0.33 0.23 - - 0.33 0.23INDIRABEN J PARIKH - - 0.07 0.03 - - 0.07 0.03

(J) CORPORATE GUARANTEESANIL MINES AND MINERALS LTD. - 2,000.00 - - - - - 2,000.00

(K) 8% REDEEMABLE PREFERENCE SHARESADELLA ENTERPRISE PVT LTD - 500.00 - - - - - 500.00

(II) BALANCE AT THE END OF THE PERIOD(A) UNSECURED LOANS

ADELLA ENTERPRISE PVT LTD - 81.28 - - - - - 81.28(B) CURRENT LIABILITIES

VIGO BIO-TECH DAIRY PVT LTD 25.00 - - - - - 25.00 -ANIL NUTRIENTS LTD. 678.12 92.73 - - - - 678.12 92.73

(C) INVESTMENTS/SHARE APPLICATION MONEYANIL BIOPLUS (AFRO-ASIA)FZE - 25.23 - - - - - 25.23ANIL LIFESCIENCE LTD. 5.00 5.00 - - - - 5.00 5.00ANIL BIOPLUS (EUROPE) B V 67.89 67.89 - - - - 67.89 67.89ANIL MEGA FOOD PARK PVT LTD. 3411.54 2,167.61 - - - - 3411.54 2,167.61

(D) LOANS & ADVANCES/ADVANCE FOR CAPEXANIL MINES AND MINERALS LTD. 234.61 253.68 - - - - 234.61 253.68ANIL TRADECOM LTD - 1,148.03 - - - - - 1,148.03ADELLA ENTERPRISE PVT LTD - 75.39 - - - - - 75.39ANIL INFRAPLUS LTD 186.66 943.51 - - - - 186.66 943.51

Anil Limited

ANIL TECHNOPLUS LTD 134.36 1,195.16 - - - - 134.36 1,195.16ANIL LIFESCIENCE LTD 2,533.43 - - - - - 2,533.43 -

ANIL MEGA FOOD PARK PVT LTD. 3.17 3.17 - - - - 3.17 3.17(E) DEBTORS

ANIL BIOPLUS LTD. 75.19 0.80 - - - - 75.19 0.80VIGO BIO-TECH DAIRY PVT LTD 19.19 - - - - - 19.19 -

36. Calculations of Earnings Per Share (EPS)

Particulars Amount Amount(`(`(`(`(` in lacs) (`(`(`(`(` in lacs)

31-03-2014 31-03-2013

A. Profit after Tax for the year 4833.50 4562.33Less: Preference Dividend and tax thereon 360.75 332.35Profit available for Distribution to Equity Share Holders 4472.75 4229.98

B. Weighted Average Equity Shares for the year 97,66,166 97,66,166C. Basic and Diluted EPS ( Price Per Share ` 10) 45.80 43.31

37. Notes on Merger/Demerger

The Board of Directors of the Company in their meeting held on September 2, 2013 had approved the compositescheme of arrangement in the form of merger & demerger of certain undertaking between Anil Bioplus Ltd. and AnilInfraplus Ltd. and Adella Enterprise Pvt. Ltd. and Anil Limited and Anil Life Sciences Ltd. The Company has moved anapplication with Bombay Stock Exchange Ltd. for their approval. However, till the date of audit, no application/ petitionis filed with the Hon’ble High Court of Gujarat.

38. Balance of Trade Receivable, Trade Payables, Unsecured Loans and Loans & Advances are subject to confirmationfrom respected parties.

39. Certain balance of Trade Receivables ,Advance to Suppliers and Advance for Capital Goods are non moving innature. However, the management is of the view that they are in good condition & realizable in ordinary course ofbusiness & therefore no provision is considered necessary in respect of the said non moving debtors.

40. Deferred Tax Assets/(Liability)

The breakup of Deferred Tax as at 31.03.2014 is as under.(`̀̀̀̀ in Lacs)

DEFERRED TAX LIABILITIES.- Depreciation Difference 2,891.94 2,378.64

2,891.94 2,378.64NET DEFERRED TAX LIABILLITY (2891.94) (2378.64)

41. Value of Imported And Indigenous - Materials, Stores And Spare Parts Consumed AndPercentage Thereof.

[1] Manufacturing Activity (`̀̀̀̀ in Lacs)

Raw Materials 2013-14 2012-13

Value(`̀̀̀̀) (%) Value(`̀̀̀̀) (%)

a) Imported —- —- 127.71 0.26

b) Indigenous 56588.59 100.00 47905.48 99.74

TOTAL:- 56588.59 100.00 48033.19 100.00

P.Y 48033.19 100.00 39071.29 100.00

Anil Limited

[2] Stores Consumed(`̀̀̀̀ in Lacs)

Amount (%) Amount (%)

a) Imported 0.82 0.03 16.79 0.65

b) Indigenous 2,974.11 99.97 2578.49 99.35

TOTAL :- 2,974.93 100.00 2,595.28 100.00

P.Y 2,595.28 100.00 2,423.56 100.00

42. CIF Value of Imports(`̀̀̀̀ in Lacs)

i) Raw Material — 127.71

ii) Capital Goods 558.54 —

iii) Stores & Spares 0.82 16.79

43. Expenditure in Foreign Currency(`̀̀̀̀ in Lacs)

- Travelling Expenses 28.82 47.62

- Commission on Export Sales 39.97 58.98

- Interest on ECB Term Loan 237.76 —

44 Earning in Foreign Exchange(`̀̀̀̀ in Lacs)

- FOB Value of exports 8,912.07 8,494.59

45. Previous year’s figures have been regrouped and rearranged wherever necessary, to make them comparable withcurrent year’s figure.

Significant Accounting Policies : A

-: Notes on Financial Statement 1 to 45 :-

Parikh & Majmudar Amol Sheth Kamal ShethChartered Accountants Chairman & Managing Director DirectorFRNO 107525W

(CA Dr. Hiten Parikh) Chandresh Pandya Shashin DesaiPartner Company Secretary Chief Financial OfficerM. No. 40230

Anil Limited

INDEPENDENT AUDITORS’ REPORT

ToThe Members ofANIL LIMITED,

Report on the Financial Statements

We have audited the accompanying consolidated financial statements of ANIL LIMITED(“the Company”), its subsidiaries,which comprise the Consolidated Balance Sheet as at 31st March, 2014, the Consolidated Statement of Profit and Lossand the Consolidated Cash Flow Statement for the year ended, and a summary of the significant accounting policies andother explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the consolidatedfinancial position and Consolidated financial performance and consolidated cash flows of the Company in accordancewith the Accounting Standards notified under the Companies Act, 1956 (“the Act”) read with General Circular 15/2013dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the companies Act, 2013. Thisresponsibility includes the design, implementation and maintenance of internal control relevant to the preparation andpresentation of the consolidated financial statements that give a true and fair view and are free from material misstatement,whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these Consolidated financial statements based on our audit. We conductedour audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. ThoseStandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidatedfinancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks ofmaterial misstatement of the consolidated financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of theconsolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not forthe purpose of expressing an opinion on the effectiveness of Company’s internal Control. An audit also includes evaluatingthe appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management,as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, and based on theconsideration of the reports of the other auditors on the financial statements of the subsidiaries, as noted below, theconsolidated financial statements give a true and fair view in conformity with the accounting principles generally acceptedin India:

(a) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at 31st March, 2014,

(b) in the case of the Consolidated Statement of Profit and Loss, of the profit of the Group for the year ended on that date;and

(c) in the case of the Consolidated Cash Flow Statement, of the cash flow for the year ended on that date.

Other Matter

We did not audit the financial statements of subsidiaries viz Anil Bioplus (Europe) BV, Anil Lifescience Pvt. Ltd. whosefinancial statements reflect Total assets (Net) of ` 2618.54 Lacs, as at 31st March 2014, total revenues of Nil and net cashinflows amounting to ` 8.24 Lacs for the year ended on that date. These Financial Statements have been audited by otherAuditors, whose reports have been furnished by the management, and our opinion is solely on the reports of the otherauditors.

Our report is not qualified in respect of these matters.For Parikh & MajmudarChartered Accountants

FR No. 107525W

[C.A (Dr) Hiten M. Parikh]Place : Ahmedabad PARTNERDate : 28th May,2014 Membership No. 40230

Anil Limited

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2014(`̀̀̀̀ In Lacs)

Particulars Note No. As at As at31st March, 2014 31st March, 2013

`̀̀̀̀ `̀̀̀̀

A EQUITY AND LIABILITIES1 Shareholders’ funds

(a) Share capital 1 4,856.62 4,856.62(b) Reserves and surplus 2 24,703.59 20,466.32

29,560.21 25,322.942 Minority Interest 150.43 -3 Non-current liabilities

(a) Long-term borrowings 3 20,866.74 12,368.95(b) Deferred tax liabilities (net) 2,891.72 2,378.64(c) Other long-term liabilities 4 198.90 183.98(d) Long-term provisions 5 1.89 -

23,959.25 14,931.574 Current liabilities

(a) Short-term borrowings 6 30,002.82 26,228.79(b) Trade payables 7 10,748.39 7,691.44(c) Other current liabilities 8 4,689.29 4,352.35(d) Short-term provisions 9 1,159.39 1,954.42

46,599.89 40,227.01

TOTAL 100,269.78 80,481.52B ASSETS1 Non-current assets

(a) Fixed assets(i) Tangible assets 10 25,533.60 20,254.67(ii) Intangible assets 11 231.01 248.09(iii) Capital work-in-progress 4,897.34 4,067.76

30,661.95 24,570.52(b) Non-current investments 12 34.45 2,202.56(c) Long-term loans and advances 13 10,100.09 4,428.57(d) Other non-current assets 14 507.20 115.98

10,641.74 6,747.122 Current assets

(a) Current investments 15 5.23 5.19(b) Inventories 16 22,843.09 19,006.90(c) Trade receivables 17 31,324.13 24,202.12(d) Cash and cash equivalents 18 1,436.54 2,576.61(e) Short-term loans and advances 19 3,355.13 3,371.09(f) Other current assets 20 1.98 1.98

58,966.08 49,163.89TOTAL 100,269.78 80,481.52

Accounting Policies ANotes forming part of Financial Statements 1 to 42

Anil Limited

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEARENDED 31ST MARCH, 2014

(`̀̀̀̀ In Lacs)

Particulars Note No. For the Year ended For the Year ended31st March, 2014 31st March, 2013

`̀̀̀̀ `̀̀̀̀

A CONTINUING OPERATIONS1 Revenue from operations (gross) 21 84,814.35 72,871.28

Less: Excise duty 21 2,322.90 2,199.62Revenue from operations (net) 82,491.46 70,671.65

2 Other income 22 205.60 211.41

3 Total revenue (1+2) 82,697.06 70,883.06

4 Expenses(a) Cost of materials consumed 23 56,588.59 48,033.19(b) Changes in inventories of finished goods,

work-in-progress and stock-in-trade 24 (700.11) (1,106.79)(c) Employee benefits expense 25 2,393.37 2,287.84(d) Manufacturing Expenses 26 7,677.02 6,965.04(e) Finance costs 27 6,013.77 5,041.11(f) Depreciation and amortisation expense 1,269.75 1,096.39(g) Other expenses 28 2,394.85 2,563.14(h) Prior period Expenses 9.76 (0.74)

Total expenses 75,647.01 64,879.18

5 Profit / (Loss) before exceptional andextraordinary items and tax (3 - 4) 7,050.05 6,003.88

6 Exceptional items - -

7 Profit / (Loss) before extraordinary items and tax (5 + 6) 7,050.05 6,003.88

8 Extraordinary items 29 (14.23) (42.86)

9 Profit / (Loss) before tax (7 + 8) 7,064.28 6,046.74

10 Tax expense:(a) Current tax expense for current year 1,446.25 1,267.10(b) Deferred tax 513.07 213.17(c) Short/(excess Provision ) for Income tax 278.77 (18.46)(d) Wealth Tax 1.15 0.55

2,239.24 1,462.36

11 Profit for the year 4,825.03 4,584.37

12 Earnings per share (of `̀̀̀̀ 10/- each):(a) Basic 45.71 43.54(b) Diluted 45.71 43.54 Accounting Policies A Notes forming part of Financial Statements 1 to 42

Anil Limited

CONSOLIDATED CASH FLOW STATEMENT(`̀̀̀̀ In Lacs)

(A) Cash Flow From Operating Activities

Profit before tax 7,064.28 6,046.74

Adjustments for:

Depreciation 1,269.75 1,096.39

Interest and other Borrowing Costs 6,013.77 5,041.11

Loss on Sale of Fixed Assets (14.23) (42.86)

Dividend Income (3.04) (2.85)

Interest income (77.24) (98.98)

7,189.01 5,992.81

Operating Profit Before Working Capital Changes 14,253.29 12,039.55

Adjustment for Change In:

Inventories (3,836.19) (3,843.63)

Receivable (7,225.67) (3,077.07)

Loans & Advances (3,629.72) (4,911.36)

Trade Payables/Other Current Liabilities 1,829.39 (881.72)

(12,862.19) (12,713.78)

1,391.10 (674.23)

Direct Taxes Paid (1,726.17) (1,249.19)

(1,726.17) (1,249.19)

Net Cash Generated From Operating Activities (335.07) (1,923.42)

(B) Cash flow from Investing activities

Purchase Of Fixed Assets (4,300.20) (4,702.60)

Sale of Fixed Assets - 1,314.68

Dividend Income 3.04 2.85

Purchase of Investments - (1,647.75)

Net Cash Generated From Investing Activities (4,297.16) (5,032.82)

(C) Cash Flow From Financing Activities

Proceeds From Increase in Capital/ Premium - 851.20

Changes in Long Term Borrowings 6,213.57 6,073.36

Changes in Short term Borrowings 3,774.03 5,969.59

Interest and other Borrowing Costs paid (6,013.77) (5,041.11)

Dividend Paid (477.32) (296.61)

Dividend Distribution Tax Paid (82.04) (78.08)

Interest Received 77.24 98.98

Net Cash Generated From Financing Activities 3491.71 7577.34

Net Increase In Cash & Cash Equivalents (1,140.53) 621.10

Cash & Cash Equivalents At The Beginning Of The Year 2,581.80 1,960.70

Cash & Cash Equivalents At The End Of The year 1,441.27 2,581.80

Cash and cash equivalents :

Cash On Hand 52.11 43.33

Balances With The Banks (Including Margin Money) 1,384.42 2,533.28

Current Investments 5.23 5.19

Cash And Cash Equivalents 1,441.77 2,581.80

Anil Limited

For Parikh & Majmudar For and on behalf of the Board of DirectorsChartered AccountantsFRNNO: 107525W Amol Sheth Chairman & Managing Director

Notes to Cash Flow:-

1. All figures in bracket are outflow.

2. The above Cash Flow Statement has been prepared under the ‘ Indirect Method’ as set out in Accounting Standard 3on “ Cash Flow Statement “ issued by The Institute of Chartered Accountant of India

Anil Limited

A. Significant Accounting Policies

I) Principles of Consolidation

The Consolidated Financials Statements relate to Anil Limited and its subsidiaries. The consolidated financialstatements have been prepared on the following basis:

a) In respect of the subsidiaries, the financial statements have been consolidated on a line-by-line basis by addingtogether the book values of like items of assets, liabilities, income and expenses, after fully eliminating the intra- groupbalances and unrealized profit/losses on intra-group transactions as per Accounting Standard- AS 21 ConsolidatedFinancial Statements issued by the Institute of Chartered Accountants of India.

b) The difference between the costs of investment in the subsidiaries, over the net assets at the time of acquisition of sharesin the subsidiaries are recognized in the financial statements as goodwill or capital reserve as the case may be.

The Company classifies its foreign operations considering the way in which they are financed and operate in relationto the Company. On a review of the status of the Company’s foreign operations in accordance thereto, effective from20/07/2010 [Anil Bioplus (Europe B.V.)] ,06/02/2013 (Anil Lifesciences Ltd) & 28/03/2014 (Anil Mega Food Park Pvt.Ltd.)the classification of foreign subsidiaries are as per “Integral Foreign Operation”. During the year, the Companyhas not exercised the accounting policy related to amortization of foreign exchange fluctuation differences as per thenotification issued by the Ministry of Corporate Affairs, Government of India. As a result,

a) Income and expenses are translated at the average exchange rates prevailing during the year.

b) Monetary items at the year end are restated at the year end rates. Non- monetary foreign currency items arecarried at cost.

c) The resulting net exchange differences are recognized in the profit and loss account.

c) As far as possible, the consolidated financial statements are prepared using uniform accounting policies for liketransactions and other events in similar circumstances and are presented in the same manner as the Company’sseparate financial statements.

d) The financial statements of the subsidiaries, in consolidation are drawn up to the same reporting date as that of theCompany i.e. March 31, 2014.

II) The subsidiaries considered in the consolidated financial statement as at 31st March 2014are:

Name of the Subsidiary Company Country of %of holding either directlyIncorporation or through subsidiaries

Anil (Europe) B.V. Netherlands 100%

Anil LifeSciences Ltd India 100%

Anil Mega Food Park Pvt. Ltd. India 95.77%

III) Method of Accounting

The financial statements of the Company have been prepared in accordance with the Generally Accepted AccountingPrinciples in India (Indian GAAP) to comply with the Accounting Standards notified under Section 211(3C) of theCompanies Act, 1956 (“the 1956 Act”) (which continue to be applicable in respect of Section 133 of the CompaniesAct, 2013 (“the 2013 Act”) in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry ofCorporate Affairs) and the relevant provisions of the 1956 Act/ 2013 Act, as applicable. The financial statements havebeen prepared on accrual basis under the historical cost convention.

IV) Use of Estimates

The preparation of the financial statements in conformity with GAPP requires the Management to make estimates andassumptions that affect the reported balances of assets and liabilities and disclosures relating to contingent liabilitiesas at the date of the financial statements and reported amounts of income and expenses during the period. Accountingestimates could change from period to period. Actual results could differ from those estimates. Appropriate changesin estimates are made as the Management becomes aware of changes in circumstances surrounding the estimates.

Anil Limited

Changes in estimates are reflected in the financial statements in the period in which changes are made and, ifmaterial, their effects are disclosed in the notes to the financial statements.

V) Revenue Recognition

Sales are stated inclusive of rebate and trade discount and excluding Central Sales Tax, State Value Added Tax. Withregard to sale of products, income is reported when practically all risks and rights connected with the ownership havebeen transferred to the buyers. This usually occurs upon dispatch, after the price has been determined. ExportBenefits are accounted on accrual basis.

VI) Fixed Assets

Tangible Fixed Assets acquired by the Company are reported at acquisition value, with deductions for accumulateddepreciation [other than “freehold land” where no depreciation is charged] and impairment losses, if any. The acquisitionvalue includes the purchase price (excluding refundable taxes), and expenses directly attributable to assets to bringit to the factory and in the working condition for its intended use. Where the construction or development of any suchasset requiring a substantial period of time to set up for its intended use, is funded by borrowings if any, thecorresponding borrowing cost are capitalized up to the date when the asset is ready for its intended use.

Capital work in progress is stated at Cost.

Pre-operative expenditure & trial run expenditure on the Project is capitalized amongst the various heads of fixedassets on the commencement of commercial production of respective project.

VII) Depreciation

i) Depreciation on Fixed Assets is provided on Straight Line Basis in accordance with the provisions of Section205(2)(b) of the Companies Act, 1956 in the manner and at the rates specified in Schedule XIV of the said Act.

ii) Depreciation on additions to Assets during the year is being provided on pro-rata basis with reference to monthof acquisition/installation as required by Schedule XIV of the Companies Act, 1956.

iii) Depreciation on assets sold, scrapped or demolished during the year is provided at their respective rates up tothe date on which such assets are sold, scrapped or demolished, as required by Schedule XIV of the CompaniesAct, 1956.

iv) No depreciation has been provided in respect of Capital Work in Progress.

VIII) Excise Duty

Excise Duties recovered are included in the sale of products. Excise duties in respect of Finished Goods lying in stockare shown separately as an item of Other Manufacturing Expenses and included in the valuation of finished goods.

IX) Cash Flow Statement

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactionsof a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item ofincome or expenses associated with investing or financing cash flows.. The Cash flows from operating, investing andfinancing activities of the Group are segregated.

Cash and Cash equivalents presented in the Cash Flow Statement consist of cash on hand and demand depositswith banks.

X) Foreign Currency Transactions

Transactions in the foreign currency which are covered by forward contracts are accounted for at the contracted rate,the difference between the forward rate and the exchange rate at the date of transaction is recognized in the profit &loss account over the life of the contract. Foreign currency denominated monetary assets and liabilities are translatedinto the relevant functional currency at exchange rates in effect at the Balance Sheet date. The gains or lossesresulting from such translations are included in the Statement of Profit and Loss. Non-monetary assets and Non-monetary liabilities denominated in a foreign currency and measured at fair value are translated at the exchange rateprevalent at the date when the fair value was determined. Non-monetary assets and Non-monetary liabilitiesdenominated in foreign currency and measured at historical cost are translated at the exchange rate prevalent at thedate of transaction.Revenue, expense and cash-flow items denominated in foreign currencies are translated into the

Anil Limited

relevant functional currencies using the exchange rate in effect on the date of the transaction. Transaction gains orlosses realized upon settlement of foreign currency transactions are included in determining net profit for the periodin which the transaction is settled.

XI) Investments

a) Investments are classified as Long Term & Current Investments. Long Term Investments are valued at cost lessprovision for diminution other than temporary, in value, if any. Current Investments are valued at cost or fair valuewhichever is lower.

b) Investment in the shares of Foreign subsidiaries are expressed in Indian currency at the rates of exchangeprevailing at time when the investment was made.

XII) Valuation of Inventories

i) Raw materials are valued at lower of cost or net realizable value.ii) Work in progress has been valued at cost of materials and labour charges together with relevant factory overheads.iii) Finished Goods are valued at lower of cost or net realizable value.iv) Stores & Fuel are valued at lower of cost or net realizable value.

XIII) Earning per Share :

Basic earning per share is calculated by dividing the net profit after tax for the year attributable to Equity Shareholdersof the Company by the weighted average number of Equity Shares issued during the year. Diluted earning per Shareis calculated by dividing net profit attributable to equity Shareholders (after adjustment for diluted earnings) byaverage number of weighted equity shares outstanding during the year.

XIV) Taxation

Income tax expense comprises of current tax, and deferred tax charge or credit. Provision for current tax is made onthe basis of the assessable income at the tax rate applicable to the relevant assessment year. The deferred tax assetand deferred tax liability is calculated by applying tax rate and tax laws that have been enacted or substantivelyenacted by the balance sheet date. Deferred tax assets arising mainly on account of brought forward business losses,capital losses and unabsorbed depreciation under tax laws, are recognized, only if there is a virtual certainly of itsrealization, supported by convincing evidence. Deferred tax assets on account of other timing differences arerecognized only to the extent there is a reasonable certainty of its realization. At each balance sheet date, the carryingamount of deferred tax assets is reviewed to reassure realization.

XV) Provisions & Contingencies

A provision is recognized when the Company has a present legal or constructive obligation as a result of past eventand it is probable that an outflow of resources will be required to settle the obligation, in respect of which reliableestimate can be made. Provisions (excluding long term benefits) are not discounted to its present value and aredetermined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed ateach balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are not recognizedbut are disclosed in the notes to the Financial Statements. A contingent asset is neither recognized nor disclosed.

XVI) Borrowing Cost

Borrowing costs are recognized in the period to which they relate, regardless of how the funds have been utilized,except where it relates to the financing of construction or development of assets requiring a substantial period of timeto prepare for their intended future use. Interest on borrowings if any is capitalized up to the date when the asset isready for its intended use. The amount of interest capitalized for the period is determined by applying the interest rateapplicable to appropriate borrowings

XVII)Research & Development Expenditure

Research & Development Expenditure is charged to revenue. Capital expenditure on research and development isreported as fixed assets under the relevant head. Depreciation on research and development fixed assets are notclassified as research and development expenses and instead included under depreciation expenses.

Anil Limited

XVIII)Proposed Dividend & Corporate Dividend Tax

Dividend proposed by the Board of Directors along with corporate dividend tax is provided in the books of accounts.Approval in the General Meeting is pending for the same.

XIX) Employee Benefit

(i) Short Term

Short Term employee benefits are recognized as an expense at the undiscounted amount expected to be paid overthe period of services rendered by the employees to the company.

(ii) Long Term

The Company has both defined contribution and defined benefit plans. These plans are financed by the Company inthe case of defined contribution plans.

(iii) Defined Contribution Plans

These are plans in which the Company pays pre-defined amounts to separate funds and does not have any legal orinformal obligation to pay additional sums. These comprise of contributions to Employees Provident Fund. TheCompany’s payments to the defined contribution plans are reported as an expenses during the period in which theemployees perform the services that the payment covers.

(iv) Defined Benefit Plans

Expenses for defined benefit gratuity payment plans are calculated as at the balance sheet date by independentactuaries in the manner that distributes expenses over the employees working life. These commitments are valued atthe present value of the expected future payments, with consideration for calculated future salary increases, using adiscounted rate corresponding to the interest rate estimated by the actuary having regard to the interest rate onGovernment Bonds with a remaining term i.e. almost equivalent to the average balance working period of employees.

(v) Other Employee Benefit

Compensated absences which accrue to employees and which can be carried to future periods but are expected tobe encashed or availed in twelve months immediately following the year end are reported as an expenses during theyear in which the employees perform the services that the benefit covers and the liabilities are reported at theundiscounted amount of the benefits after deducting amounts already paid.

Anil Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS(`̀̀̀̀ In Lacs)

Number `̀̀̀̀ Number `̀̀̀̀of shares of shares

Note 1 Share capital(a) Authorised

25000000 (P.Y 25000000 ) Equity shares of ` 10 each 25000000 2,500.00 25000000 2,500.005000000 (P.Y. 5000000) Unclassified Shares of `10 each 5000000 500.00 5000000 500.007000000 (P.Y. 7000000) 8% Redeemable Non Cumulativepreference shares of ` 100 each 7000000 7,000.00 7000000 7,000.00

10,000.00 10,000.00(b) Issued

9766166 (P.Y 9766166 ) Equity shares of `10 each 9766166 976.62 9766166 976.623880000 (P.Y 3880000) 8% Redeemable NonCumulative Preference shares of `100 each 3880000 3,880.00 3880000 3,880.00

4,856.62 4,856.62(c) Subscribed and fully paid up

9766166 (P.Y 9766166 ) Equity shares of `10 each 9766166 976.62 9766166 976.623880000 (P.Y 3880000) 8% Redeemable NonCumulative Preference shares of ` 100 each 3880000 3,880.00 3880000 3,880.00

4,856.62 4,856.62

Total 4,856.62 4,856.62

Note 1a Share capital (contd.)(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting

period:(`̀̀̀̀ In Lacs)

Particulars Opening Balance Fresh issue Closing Balance

Equity shares with voting rightsYear ended 31st March, 2014- Number of shares 9,766,166 - 9,766,166- Amount (`) 976.62 - 976.62Year ended 31st March, 2013- Number of shares 9,766,166 - 9,766,166- Amount (`) 976.62 - 976.628% Redeemable Non Cumulative preference sharesYear ended 31st March, 2014- Number of shares 3,880,000 - 3,880,000- Amount (`) 3,880.00 - 3,880.00Year ended 31st March, 2013- Number of shares 3,380,000 500,000.00 3,880,000- Amount (`) 3,380.00 500.00 3,880.00

Notes:Right,Preferences & restrictions attaching to various classes of shares.

Class of Shares No. of Shares Right,Preferences & restrictions attaching to various classes of share

Equity Shares of 9,766,166 The Company has only one class of equity shares having a par value of` 10/- each ` 10 per share. Each Shareholder is eligible for one vote per share.

The dividend proposed by the Board of Directors is subject to the approvalof the shareholders in the ensuing Annual General Meeting, except in caseof interim dividend. In the event of liquidation, the equity shareholders areeligible to receive the remaining assets of the Company after distribution ofall preferential amounts, in proportion to their shareholding.

8% Non Cumulative 38,80,000 Preference shares would be redeemable at after 10 years but before 20 yearsRedeemable Preference from the date of allotment at the option of the holder. (In Second allotment toShares of ` 100/- each Aught of 5 Lac Shares tenure is after 12 years but before 20 years) (i) Details

of shares held by each shareholder holding more than 5% shares:

Anil Limited

Class of shares / Name of shareholder As at 31st March, 2014 As at 31st March, 2013

Number of % holding Number of % holding inshares held in that class shares held that class

of shares of shares

Equity shares with voting rightsBharti Consumer Mkt. Pvt. Ltd. - - 961,170 9.84Agallochun Investments Pvt. Ltd. - - 1,077,800 11.04Aught Investments Pvt. Ltd. - - 1,042,890 10.68Aseem Realty Pvt. Ltd. - - 1,009,660 10.34Abloom Investments Pvt. Ltd. - - 1,293,860 13.25Agranil Marketing Limited - - 1,015,080 10.39Adella Enterprise Pvt. Ltd. 6,654,496 68.14 - -Non Cumulative Redeemable preference sharesAnil Mines & Minerals Ltd. 1625000 41.88 1625000 41.88Agranil Marketing Limited - - 375000 9.66Aught Investments Pvt. Ltd. - - 1480000 38.14Anil Nutrients Ltd. 400000 10.31 400000 10.31Adella Enterprise Pvt. Ltd. 1855000 47.81 - -

Anil Limited

Note 2 Reserves and Surplus(`̀̀̀̀ In Lacs)

(a) Capital reserveOpening balance 11.09 11.09

Closing balance 11.09 11.09

(b) Securities premium accountOpening balance 1,183.08 1,183.08

(c) General reserveOpening balance 1,670.00 1,170.00Add: Transferred from surplus in Statement of Profit and Loss 500.00 500.00Less: Utilised / transferred during the year - -

(d) Amalgamation Reserve 2,510.04 2,510.04(On Amalgamation of The Anil Starch Products Ltd andAnil Consumer Products Ltd. with the Company with effect from1st April, 2001)

Closing balance 2,510.04 2,510.04(e) Surplus / (Deficit) in Statement of Profit and Loss

Opening balance 15,092.11 11,567.10Add: Profit / (Loss) for the year 4825.03 4584.37Less:Dividend

Dividends proposed to be distributed to equity shareholders (`2 per share) 195.32 195.32Dividends proposed to be distributed of preference shareholders 310.40 285.96Tax on dividend 82.04 78.08Transferred to:General reserve 500.00 500.00

Total 24,703.59 20,466.32

Note 3 Long-term borrowings (`̀̀̀̀ In Lacs)

Non Current Current Non Current Current`̀̀̀̀ `̀̀̀̀ `̀̀̀̀ `̀̀̀̀

(a) Bonds / debenturesZero Coupon Convertible DebenturesOpening Balance - - 500.00 -Add: Issued during the year - - - -Less: Transferred to 8% Redeemable Non

Cumulative Preference Share Capital - - 500.00 -Sub Total - - - -

(b) Term loansFrom banksSecured {Refer Note (i) below} 20720.11 3304.37 9787.67 3048.45

20720.11 3304.37 9787.67 3048.45(c) Non Convertible Debenture

L&T Finance Ltd-Non Convertible Debenture - - 2500.00 -

- - 2500.00 -(d) Deferred payment liabilities

Secured {Refer Note (ii) below} 26.24 26.53 - 11.2426.24 26.53 - 11.24

Anil Limited

(`̀̀̀̀ In Lacs)

Non Current Current Non Current Current`̀̀̀̀ `̀̀̀̀ `̀̀̀̀ `̀̀̀̀

(e) DepositsUnsecuredDealer Deposit 75.61 - - -

75.61 - - -(f) Loan form Related Parties

Unsecured 44.78 - 81.28 -{Includes ` 44.78 lacs (P.Y ` 81.28 Lacs) fromcompany in which Directors are Interested}

44.78 - 81.28 -

Total 20,866.74 3,330.89 12,368.95 3,059.69

Refer Note - i

(A) Term Loan from Bank of India & State Bank of India & J & K.

(a) Secured by first charge on Pari Passu basis on entire fixed assets of the company.

(b) Secured by first charge by way of Hypothecation on specific Plant and Machinery of the company for Bank of India.

(c) Secured by way of first charge on equitable mortgage of fixed assets of the company comprising of Land, Buildingand Fixed Machinery situated at Anil Premises, Anil Road, Bapunagar, Ahmedabad

(d) Secured by way of Equitable/mortgage/hypothecation charges on present and proposed land,building and Plant& machinery owned by the company.

(B) Repayment Schedule

Bank of India

ECB 5 Million & RTL 25 Crs: 3 Installments commencing from Dec-2015 ` 1000 Lacs. Dec -2016 ` 2000 Lacs andDec -2017 ` 2000 lacs to make average maturity over 5 years as per RBI Guidelines

ECB 10 Million : 3 Installments commencing from Dec-2015 ` 1000 Lacs. Dec -2016 ` 2000 Lacs and Dec-2017` 2000 lacs to make average maturity over 5 years as per RBI Guidelines

Term Loan ` 3000 Lacs : Repayable in 16 Quarterly Installments each of ` 187.50 Lac commencing aftermoratorium period of 24 month from the date of disbursement

Repayable in 28 ballooning quartely Installments commencing three years from 1st disbursement. Door to doortenor is 10 years.

Repayment Schedule as following : ( `̀̀̀̀ in Crore )

Period Nos. Quarterly lnstallment AmtountInstallment

Jan’16-Mar’16 1 0.72April’16-Mar’17 4 0.72April’17-Dec’17 3 0.72Jan’18-Mar’18 1 1.43April’18-Mar’19 4 1.43April’19-Dec’19 3 1.43Jan’20-Mar’20 1 2.87April’20-Mar’21 4 2.87April’21-Dec’21 3 2.87Jan’22-Mar’22 1 4.33April’22-Dec’22 3 4.30

State Bank of India

Corporate Loan : Repayable in 18 Quarterly Installments,Commencing from December 2014 and March 2019Ending on First two Quarterly installments of ` 250 Lac each & then 4 Quarterly installments each of ` 350 Lac then4 Quarterly installments each of ` 400 Lac then 4 Quarterly installments each of ` 450 Lac and Last 4 Quarterlyinstallments each of ` 550 Lac

Anil Limited

L&T Finance Non Convertible Debentures

Secured by way of Pari Passu 1st Charge by way of Mortgage on Fixed Assets (Including Immovable and movableProperties Redemption at par in the ratio of 10:20:30:40 redeemable at the end of 2nd,3rd,4th and 5th year respectivelyfrom the deemed date of allotment

J & K Bank

Corporate Loan : Repayable in 5 Quarterly Installments each of ` 500 Lacs Commencing from June 2014 andEnding with June 2015

Refer Note - ii

Secured against Vehicle Purchase under Hire Purchase Agreement.

30 Monthly instalment of ` 2,52,795/- commencing from August 2013.

Note 4 Other long-term liabilities (`̀̀̀̀ In Lacs)

Particulars As at 31st March, As at 31st March,2014 2013( `̀̀̀̀) ( `̀̀̀̀)

(a) Trade Payables:(i) Other than Acceptances 66.18 51.26

(b) Others:(i) Deposits 102.59 102.59

(c) Advance from Customer: 30.12 30.12

Total 198.90 183.98

Note 5 Long Term Provision (`̀̀̀̀ In Lacs)

Provisions for Employees Benefits 1.89 -

Total 1.89 -

Note 6 Short-term borrowings (`̀̀̀̀ In Lacs)

(a) Loans repayable on demandFrom banksSecured {Refer Note No. (i) below} 26442.33 22785.83

Sub Total 26442.33 22785.83(b) Deposits

Inter Corporate Deposits 3547.79 3430.25Public Deposit 12.71 12.71

Sub Total 3560.50 3442.96

Total 30,002.82 26,228.79

Refer Note (i)

Working Capital facilities from Bank of India, IDBI & Punjab National Bank.

Secured by first charge on Pari Passu basis on Raw Material, Stock in process, Finished Goods, Stores & Spares,Packing Material and book debts and also secured by way second charge on equitable mortgage of Fixed Assets ofthe company comprising of Land, Building and Fixed Machinery situated at Anil Road, Bapunagar, Ahmedabad.

Anil Limited

Note 7 Trade payables (`̀̀̀̀ In Lacs)

Trade payables:Other than Acceptances {Refer Note No. (34)} 10,729.35 7,664.04Payables on purchase of fixed assets 19.04 27.40

Total 10,748.39 7,691.44

Note 8 Other current liabilities (`̀̀̀̀ In Lacs)

(a) Current maturities of long-term debt 2982.92 2919.82

Sub Total 2,982.92 2,919.82(b) Interest accrued and due on borrowings 321.44 128.63(c) Unpaid dividends 18.47 30.71

Sub Total 339.92 159.34(d) Other payables

(i) Statutory liabilities 461.79 315.45(ii) Advance from customers 378.14 946.50(iii) Government Grant 500.00 -

Sub Total 1339.93 1261.95(e) Deferred payment liabilities

Secured 26.53 11.24

Sub Total 26.53 11.24

Total 4,689.29 4,352.35

Note 9 Short-term provisions (`̀̀̀̀ In Lacs)

(a) Provision - Others:(i) Provision for tax 437.34 1135.34(ii) Provision for proposed equity dividend 195.32 195.32(iii) Provision for proposed preference dividend 310.40 285.96(iv) Provision for tax on proposed dividends 82.04 78.08(v) Provision for Employee Benefits 105.40 119.60(vi) Provision for gratuity 27.74(vii) Provision - others

Provision for expenses - 139.57Wealth Tax Provision 1.15 0.55

Total 1,159.39 1,954.42

Note 10 Fixed assets (`̀̀̀̀ In Lacs)

A Tangible assets Gross block Accumulated depreciation and impairment Net block

Balance Addition/ Disposal Balance Balance Depreciation/ Eliminated Balance Balance Balanceas at Transfer as at as at for the on disposal as at as at as at

1st April 31st March 1st April year of assets 31st March 31st March 31st March2013 2014 2013 2014 2014 2013

` ` ` ` ` ` ` ` ` `

(a) Land Freehold 2971.83 2026.99 - 4998.82 - - - - 4998.82 2971.83(b) Bui ldings 1882.10 2.02 - 1884.12 322.69 62.88 - 385.57 1498.56 1559.41(c ) Plant and Equipment 19952.62 4401.78 - 24354.40 4454.13 1154.26 - 5608.39 18746.02 15498.50(d) Furniture and Fixtures 267.06 0.81 - 267.87 140.46 12.71 - 153.17 114.70 126.60(e) Vehicles 175.64 100.00 - 275.64 77.30 22.83 - 100.13 175.51 98.34

Total 25,249.25 6,531.60 - 31,780.85 4,994.58 1,252.67 - 6,247.25 25,533.60 20,254.67

Previous year 23,855.80 2,668.65 1,274.56 25,249.25 3,918.01 1,079.31 2.74 4994.58 20,254.67 19,925.23

Anil Limited

Note 11 Fixed assets (`̀̀̀̀ In Lacs)

Note 12 Non-current investments

Particulars As at 31st March, 2014 As atst 31 March, 2013

(a) InvestmentsInvestment in government or trust securities(i) government securities

7,924 US 64 Bonds of ̀ 100 each - 9.80 9.80 - 9.80 9.80(7,924 Units of ̀ 10/- each in Unit Trust of Indiaconverted into 7,924 US 64 Bonds w.e.f. 01/06/2003)7 Years National Saving Certificates with face value of ̀ 51,000/- * - 0.66 0.66 - 0.66 0.666 years National Savings Certificates with face value of ̀ 30,500/- * - 0.41 0.41 - 0.41 0.41* (Deposited with Government department as security Deposit)

Total - Other investments (A) 10.87 10.87(b) Other

2,567 (PY 2,567) fully paid Equity Shares of ̀ 10/- each inGujarat State Fertilizer Co. Ltd. 5.24 - 5.24 5.24 - 5.245,425 (PY 5,425) fully paid Equity Shares of ̀ 10/- each ofThe Arvind Mills Ltd. 12.63 - 12.63 12.63 - 12.63200 (PY 200) fully paid Equity Shares of ̀ 10/- each ofCorporation Bank. 0.16 - 0.16 0.16 - 0.1628,700 (PY 28,700) fully paid Equity Shares of ̀ 10/- each ofBank of India. 12.92 - 12.92 12.92 - 12.922,000 fully paid shares of ̀ 10/- each ofThe Kapole Co-operative Bank Ltd. - 0.20 0.20 - 0.20 0.20NIL (PY 4995)Equity Shares of ̀ 10/- each ofAnil Mega Food Park Pvt. Ltd. - - - - 0.50 0.50Share Application Money with Anil Mega Food Park Pvt. Ltd. - - - - 2167.61 2,167.61

Total - Other investments (B) 31.15 2,199.26

Total (A+B) 42.01 2,210.12Less: Provision for diminution in value of investments (7.56) (7.56)

Total 34.45 2,202.56Aggregate amount of quoted investments 30.95 30.95Aggregate market value of listed and quoted investments 82.89 99.29Aggregate amount of unquoted investments 11.07 2,277.30

B Intangible assets Gross block Accumulated depreciation Net blockand impairment

Balance Addition Disposal Balance Balance Depreciation/ Balance Balance Balanceas at as at as at amorlisation as at as at as at

1st April 31st March 1st April, for the 31st March 31st March 31st March2013 2014 2013 year 2014 2014 2013

expense

` ` ` ` ` ` ` ` `

(a) Computer software 359.59 - - 359.59 111.50 17.08 128.58 231.01 248.09

Total 359.59 - - 359.59 111.50 17.08 128.58 231.01 248.09

Previous year 357.53 2.07 - 359.59 94.42 17.08 111.50 248.09 275.02

Anil Limited

Note 13 Long-term loans and advances(`̀̀̀̀ In Lacs)

(a) Capital advances 9,974.77 4,377.03

Sub Total 9,974.77 4,377.03(b) Security deposits

Electricity & Other Deposits 50.32 51.54Inter Corporate Deposits 75.00 -

Sub Total 125.32 51.54(c) Advance to Subsidiary - -

Sub Total - -

Total 10,100.09 4,428.57

Note 14 Other non-current assets(`̀̀̀̀ In Lacs)

(a) Long-term trade receivables 201.49 97.83(b) Advance Tax (Net of Provision) 117.15 -(c) Other Advances 165.06 -(d) Advance to Suppliers 23.50 16.17(e) Preliminary expenses - 1.98

Total 507.20 115.98

Note 15 Current investments

Quoted Total Quoted Total`̀̀̀̀ `̀̀̀̀ `̀̀̀̀ `̀̀̀̀

Investment in mutual funds19126.448 Units (P.Y 18334.66 ) of Principle Large Cap Fund 5.23 5.23 5.19 5.19(Market Value ` 5.23 Lacs) (P.Y ` 5.19 Lacs)

Total 5.23 5.19

Note 16 Inventories(As taken, valued & certified by a Director) (`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

(a) Raw materials 15156.90 12068.67

Sub Total 15,156.90 12,068.67

(b) Work-in-progress 910.31 931.42

Sub Total 910.31 931.42

(c) Finished goods 6026.17 5304.95

Sub Total 6,026.17 5,304.95

(d) Stores and spares 749.70 701.85

Sub Total 749.70 701.85

Total 22,843.09 19,006.90

Anil Limited

Note 17 Trade receivables(`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

Unsecured Considered goodTrade receivables outstanding for a periodexceeding six months. 382.44 286.28Others 30941.69 23915.84

Total 31324.14 24202.12

Note 18 Cash and cash equivalents(`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

(a) Cash on hand 52.11 43.33

Sub Total 52.11 43.33(b) Balances with banks

(i) In current accounts 547.58 146.93(ii) In deposit accounts / Margin Money Account 814.80 1299.13(iii) In earmarked accounts - Unpaid dividend accounts 18.47 30.71

Sub Total 1380.85 1476.77(c) Others Debit Balance in Cash Credit Account (Book Overdraft) 3.57 1,056.52

Sub Total 3.57 1056.52

Total 1436.54 2576.61

Note 19 Short-term loans and advances(`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

(a) Loans and advances to employees 36.96 39.75(b) Prepaid expenses 20.67 29.19(c) Balances with government authorities 286.62 347.72(d) Advance to Supplier 2674.07 2954.44(e) Provision for Loss/Gain on Forward Contract 81.78 -(f) Other Advances 255.03 -

Total 3355.13 3371.09

Note 20 Other current assets (`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

Preliminary Expense not W/off 1.98 1.98

Total 1.98 1.98

Anil Limited

Note 21 Revenue from operations(`̀̀̀̀ In Lacs)

Particulars For the Year Ended For the Year Ended 31st March, 2014 31st March, 2013

`̀̀̀̀ `̀̀̀̀

Sale of products (Refer Note (i) below)i) Manufacturing Sales- Domestic 75825.86 64307.75- Export 8912.07 8494.59

Other operating revenues : Duty Draw Back 76.42 68.93

84814.35 72871.28Less:Excise duty 2322.90 2199.62

Total 82,491.46 70,671.65

Note (i)Details of Product Sold. (Net of Excise) (`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

- Biological Agents 7221.08 6050.25- Food, Pharma & Animal Healthcare Ingredients 50789.79 42101.94- Industrial & Allied Products 24404.16 22450.53- Others 76.42 68.93

Total 82,491.46 70,671.65

Note 22 Other income(`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

Interest income- Interest Income [TDS ` 7.66 Lacs (P.Y ` 9.37 Lacs )] 77.24 99.00Dividend income:

others 3.00 2.30Income from Units of Unit Trust of India / NSC 0.04 0.55

Foreign Exchange Fluctuation 71.68 73.13Other non-operating income (net of expenses directlyattributable to such income) (Refer Note below) 53.64 36.43

Total 205.60 211.41

Note 22a Other non-operating income(`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

Other non-operating income comprises:Miscellaneous Income 4.69 0.67Sale of Scrap 51.39 35.76

Total - Other non-operating income 56.08 36.43

Anil Limited

Note 23 Cost of materials consumed (`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

Opening stock 12068.67 8,881.57Add: Purchases 59676.82 51220.30

Sub Total 71,745.49 60,101.87Less: Closing stock 15156.90 12068.67

Cost of material consumed 56,588.59 48,033.19

Total 56,588.59 48,033.19

Details of Raw Materials and its Components (`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

Agriculture Commodities 55619.30 46087.10Others 969.29 1,946.10

Total 56,588.59 48,033.19

Note 24 Changes in inventories of finished goods, work-in-progress and stock-in-trade (`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

Inventories at the end of the year:Finished goods 6026.17 5304.95Work-in-progress 910.31 931.42

Sub Total 6,936.48 6,236.37Inventories at the beginning of the year:Finished goods 5304.95 3,531.53Work-in-progress 931.42 1,598.05

Sub Total 6,236.37 5,129.58

Net (increase) / decrease (700.11) (1,106.79)

Details of Finished Goods (`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

- Biological Agents 2441.19 2474.41-Food, Pharma & Animal Healthcare Ingredients 3237.00 2127.75-Industrial & Allied Products 347.98 702.80

Total 6,026.17 5,304.95

Note 25 Employee benefits expense (`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

Salaries and wages : Salaries & Wages 1,679.87 1,565.57 Staff Emoluments 547.33 577.11 Provident Fund 65.13 65.10 Bonus 73.38 49.54

Gratuity 27.66 30.52

Total 2,393.37 2,287.84

Anil Limited

Note 26 Manufacturing expenses (`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

Consumption of stores and spare parts(Including Chemicals, Packing Material & Misc. Purchase)Op. Stock 701.85 919.85Add : Purchase 3022.79 2377.28

3,724.64 3,297.13Less : Cl. Stock 749.70 701.85

Consumption of stores and spare parts 2,974.93 2,595.28

Power & Fuel 4445.29 4,087.11

Repairs and maintenance - Buildings 2.90 5.98Repairs and maintenance - Machinery 160.73 196.09Repairs and maintenance - Others 93.17 80.58

Total 7,677.02 6,965.04

Note 27 Finance costs (`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

(a) Interest expense on:Interest on Term Loans 1,750.71 1,387.24Interest on Working Capital 3,648.39 2,690.19Other Interest & Finance Charges 614.67 699.48Interest on Debentures - 264.20

Total 6,013.77 5,041.11

Note 28 Other expenses (`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

Excise Duty Provision on Closing Stock of F.G. (Net) 1.01 8.77General Expenses 507.25 587.23Insurance 39.33 31.13Rent, Rates and taxes 73.74 86.59Travelling and conveyance 104.49 103.20 Inland & Export Freight Outward 653.87 771.14Commission 248.18 142.16Sales Tax Expenses 1.50 0.37Selling & Distribution Exps. 72.92 157.44Brokerage & Discount 262.91 235.46Postage, Telephone Expense 47.25 42.52Sundry Debit /Credit Balance written off (Net) 3.02 8.24Donations and contributions 1.10 6.55Legal and professional 370.98 375.34Preliminary Expense 1.98 1.98Payments to auditors 5.33 5.00

Total 2,394.85 2,563.14

Anil Limited

Note 28 Other expenses (contd.) (`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

(i) Payments to the auditors comprises (net of servicetax input credit, where applicable):

As auditors - statutory audit 4.33 4.00- Tax Audit 1.00 1.00- Taxation Matters - -- Management Services - -- Company Law Matters - -- Certification fees & Other Services - -- Reimbersement of Expenses

Total 5.33 5.00

Note 29 Extraordinary items (`̀̀̀̀ In Lacs)

`̀̀̀̀ `̀̀̀̀

(Profit) /Loss on Sales of Assets & Shares (14.23) (42.86)

Total (14.23) (42.86)

30. Capital Commitments and Contingent Liabilities’:

a) Contingent Liabilities (`̀̀̀̀ In Lacs)

As At 31st March, 2014 As At 31st March, 2013

Claims against the Company not acknowledged as Debts 22.88 22.88Disputed Sales Tax Demands – matter under appeal 49.84 47.23Disputed Excise Demand – matter under appeal 5058.94 1785.56Disputed Income Tax Liability – matter under appeal 1246.68 46.39Outstanding Balance of Guarantees of `̀̀̀̀ Nil (P.Y. `̀̀̀̀ 2000 Lacs)given by the Company for loan taken by others from banks — 2000.00Guarantee limits of `̀̀̀̀ 157 Lacs (Previous year `̀̀̀̀ 157.00 lacs) 157.00 157.00

b) Capital Commitments : Estimated amount of contracts remaining to be executed on capital account [net of advances]and not provided for `̀̀̀̀ 6796 Lac (P.Y `̀̀̀̀ 4819 Lac)

31. Financial and derivative instrumentsDerivative Contract enter into by the company and outstanding as at March 31, 2014(a) For hedging currency

(`̀̀̀̀ In Lacs)

Particular As At 31st March, 2014 As At 31st March, 2013

Out Standing Forward Contract 3679.58 2340.50

(b) The Company uses forward contracts to hedge its risk associated with foreign currency fluctuation. The Companydoes not use forward contracts for speculative purposes.

(c) The year end foreign currency exposure that have not been hedged by any derivative instruments or otherwiseare as under

Particular Amount receivablein Foreign Currency

Foreign Currency in Millions31-03-2014 US $ 0.56431-03-2013 US $ 0.966

Indian Currency in lacs31-03-2014 `̀̀̀̀ 337.7231-03-2013 `̀̀̀̀ 525.50

Anil Limited

NOTES FORMING PART OF CONSOLIDATED FINANCIAL STATEMENTS

32. Inventories are as taken, valued and certified by a Director.

33. In the opinion of the Board of Directors, the current assets, loans and advances are approximately of the value stated,if realized in the ordinary course of business and the provisions for depreciation and all known and ascertainedliabilities are adequate and not in excess of the amounts reasonably necessary.

34. In absence of the complete information regarding the status of the suppliers as micro small or medium enterprise asper the micro small and medium enterprise development Act 2006, the information regarding the amount due to suchparties as on the balance sheet date and provision for interest if any required by the said act is not been made.

35. The Company is engaged in manufacturing of starches and its derivatives and hence management is of the opinionthat it does not have a reportable primary segment identifiable in accordance with the Accounting Standard 17 issuedby The Institute of Chartered Accountants of India.

Secondary Segment : Geographical Segment

The analysis of geographical segment is based on geographical location of the customers. The geographical segmentsconsidered for disclosure are as follows:Sales within India : Sales to Customer located within India.Sales outside India : Sales to Customer located outside India.

Information pertaining to Secondary Segment.Cross Revenue from operation as per Geographical Location.

(`̀̀̀̀ in Lacs)

Country Year Ended 31/03/2014 Year Ended 31/03/2013Within India 75825.86 64307.75Duty Drawback 76.42 68.93Outside India Africa 3012.07 3533.43Asia 5360.07 4418.98Europe 533.92 542.19South America 6.04 —Grand Total 84814.35 72871.28

36. Related Party disclosure as required by AS-18:

Name of the Related Parties and Nature of Relationship where Control ExistsNote :- Related Parties have been identified by the management.

SR NAME OF RELATED PARTYNO.

(I) Associate company/enterprises where common control exists1 Anil Bioplus Limited2 Anil Mines and Minerals Limited3 Naimesh Trading Pvt. Ltd.4 Anil Infraplus Limited5 Arav Enterprise Pte. Ltd.6 Abner Enterprise Pvt. Ltd.7 Adella Enterprise Pvt. Ltd. (Company formed under amalgamation of Anil Hospitality Ventures Ltd., Ascent

Knowledge Solutions Ltd., Bharti Consumers Pvt. Ltd., Rahil Mtg. Pvt. Ltd., Agranil Mtg. Pvt. Ltd., AughtInvestments Pvt. Ltd., Agallochun Investments Pvt. Ltd. w.e.f 24th March, 2014)

8 Anil Nutrients Limited9 Amoha Enterprises Pvt. Ltd.10 Alana Trading Limited Liability Partnership11 Vigo Bio-Tech Dairy Pvt Ltd12 Anil Technoplus Ltd.

(II) Key Management Personnel1 Shri Amol S. Sheth [Chairman & Managing Director]2 Shri Anurag Kothawala [Whole time Director] [w.e.f. 02/09/2013]3 Shri Shashin Desai {Executive Director] [w.e.f. 02/09/2013]

Anil Limited

The following transactions were carried with the related parties in the ordinary course of business

(I)VOLUME OF TRANSACTIONS

(A) PURCHASE OF GOODSANIL MINES AND MINERALS LTD. 13,046.06 18,835.53 - - - - 13,046.06 18,835.53ANIL TRADECOM LTD - 1,135.71 - - - - - 1,135.71ANIL NUTRIENTS LTD 950.72 48.77 - - - - 950.72 48.77

(B) PURCHASE OF CAPITAL GOODSANIL TECHNOLUS LIMITED 1,604.15 - - - - - 1,604.15 -ANIL INFRAPLUS LTD. 8.33 134.17 - - - - 8.33 134.17

(C) SALES OF GOODSANIL BIOPLUS LTD. 350.11 207.70 - - - - 350.11 207.70ANIL NUTRIENTS LTD. 0.20 118.31 - - - - 0.20 118.31ADELLA ENTERPRISE PVT LTD. 0.12 0.15 - - - - 0.12 0.15

(D) UTILITY SERVICESANIL BIOPLUS LTD. 565.16 554.25 - - - - 565.16 554.25

(E) REIMBURSEMENT OF EXPENSESADELLA ENTERPRISE PVT LTD 0.79 7.19 - - - - 0.79 7.19

(F) SALES/ADVANCE OF INVESTMENTS/LANDANIL NUTRINTS LTD. - 61.44 - - - - - 61.44

(G) REPAYMENT OF LOAN TAKENADELLA ENTERPRISE PVT LTD. 36.50 - - - - - 36.50 -

(H) PAYMENT OF INTERESTANIL TRADECOM LTD. - 205.11 - - - - - 205.11

(I) REMUNERATION AND COMMISSION TO DIRECTORSAMOL S. SHETH - - 306.00 266.00 - - 306.00 266.00ANURAG KOTHAWALA - - 18.69 - - - 18.69 -SHASHIN DESAI - - 16.44 - - - 16.44 -KAMAL SHETH - - 0.33 0.23 - - 0.33 0.23ANISH SHAH - - 0.33 0.23 - - 0.33 0.23INDIRABEN J. PARIKH - - 0.07 0.03 - - 0.07 0.03

(J) CORPORATE GUARANTEESANIL MINES AND MINERALS LTD. - 2,000.00 - - - - - 2,000.00ANIL MINES AND MINERALS LTD.

(K) 8% REDEEMABLE NON CUMULATIVE PREFERENCE SHARESADELLA ENTERPRISE PVT LTD - 500.00 - - - - - 500.00

(II) BALANCE AT THE END OF THE PERIOD(A) UNSECURED LOANS

ADELLA ENTERPRISE PVT LTD. - 81.28 - - - - - 81.28(B) CURRENT LIABILITIES

VIGO BIO-TECH DAIRY PVT LTD. 25.00 - - - - - 25.00 -ANIL NUTRIENTS LTD. 678.12 92.73 - - - - 678.12 92.73ADELLA ENTERPRISE PVT LTD. 6.08 6.08 - - - - 6.08 6.08

(C) LOANS & ADVANCES/ADVANCE FOR CAPEXANIL MINES AND MINERALS LTD. 234.61 253.68 - - - - 234.61 253.68ANIL TRADECOM LTD. - 1,148.03 - - - - - 1,148.03ADELLA ENTERPRISE PVT LTD. - 75.39 - - - - - 75.39ANIL INFRAPLUS LTD. 186.66 943.51 - - - - 186.66 943.51ANIL TECHNOPLUS LTD. 134.36 1,195.16 - - - - 134.36 1,195.16

(D) INVESTMENTSANIL NUTRINTS LTD. 11.50 134.58 - - - - 11.50 134.58ADELLA ENTERPRISE PVT LTD. 75.00 75.00 - - - - 75.00 75.00

(E) DEBTORSANIL BIOPLUS LTD. 75.19 0.80 - - - - 75.19 0.80VIGO BIO-TECH DAIRY PVT LTD. 19.19 - - - - - 19.19 -

Anil Limited

37. Calculations of Earnings Per Share (EPS)

Particulars Amount Amount

(` (` (` (` (` in lacs) (` (` (` (` (` in lacs)31-03-2014 31-03-2013

A. Profit after Tax for the year 4825.03 4584.37

Less: Preference Dividend and tax thereon 360.75 332.35

Profit available for Distribution to Equity Share 4464.60 4252.02

B. Weighted Average Equity Shares for the year 9766166 9766166

C. Basic and Diluted EPS ( Price Per Share ` 10) 45.71 43.54

38. Notes on Merger/Demerger

The Board of Directors of the Company in their meeting held on September 2, 2013 had approved the compositescheme of arrangement in the form of merger & demerger of certain undertaking between Anil Bioplus Ltd. and AnilInfraplus Ltd. and Adella Enterprise Pvt. Ltd. and Anil Limited and Anil Life Sciences Ltd. The Company has moved anapplication with Bombay Stock Exchange Ltd. for their approval. However,till the date of audit, no application/ petitionis filed with the Hon’ble High Court of Gujarat.

39. Balance of Trade Receivable, Trade Payables, Unsecured Loans and Loans & Advances are subject to confirmationfrom respected parties.

40. Certain balance of Trade Receivables ,Advance to Suppliers and Advance for Capital Goods are non moving innature. However, the management is of the view that they are in good condition & realizable in ordinary course ofbusiness & therefore no provision is considered necessary in respect of the said non moving debtors.

41. Deferred Tax Assets/(Liability)The breakup of Deferred Tax as at 31.03.2014 is as under. (`̀̀̀̀ in Lacs)

Particulars Amount Amount

DEFERRED TAX LIABILITIES 31-03-2014 31-03-2013

- Depreciation Difference 2891.72 2378.64

2891.72 2378.64

NET DEFERRED TAX LIABILLITY (2891.72) (2378.64)

42. As this being first year of Incorporation of Subsidiary, Anil Megafood Park Pvt. Ltd. pervious years figures of the saidSubsidiary is not taken for Consolidated purpose, and hence not comparable.

Parikh & Majmudar Amol Sheth Kamal ShethChartered Accountants Chairman & Managing Director DirectorFRNO 107525W

(CA Dr. Hiten Parikh) Chandresh Pandya Shashin DesaiPartner Company Secretary Chief Financial OfficerM. No. 40230

Anil Limited

NOTICENotice is hereby given that the Annual General Meeting of themembers of ANIL LIMITED will be held at Ahmedabad Textile MillsAssociation (ATMA) Hall, Ashram Road, Ahmedabad – 380 009,on Tuesday, the 30th day of September, 2014 at 10.15 a.m. totransact the following business:

ORDINARY BUSINESS1. To receive, consider and adopt the Audited Balance Sheet as

at March 31, 2014 and the Profit & Loss Account for the yearended on that date with the Reports of the Board of Directorsand Auditors thereon.

2. To declare dividend on Equity shares for the year 2013-14.3. To declare Dividend on Redeemable Preference Shares for

the year 2013-14.4. To appoint a Director in place of Shri Amol Sheth (DIN

00025357), who retires by rotation and being eligible offershimself for re-appointment.

5. To consider and if thought fit, to pass with or withoutmodification, if any, the following resolution as an OrdinaryResolution:-“RESOLVED THAT pursuant to section 139 and otherapplicable provisions of Companies Act, 2013, if any and theRules framed thereunder, as amended from time to time M/sParikh & Majmudar, Chartered Accountants (FRN 107525W)be and is hereby reappointed as the statutory auditors of thecompany to hold office for a period of four years subject torectification by members at every Annual General Meetingfrom the conclusion of this Annual General meeting till theconclusion of Annual General meeting to be held in the year2018 at such remuneration as may be determined by the Boardof Directors of the Company.

SPECIAL BUSINESS:6. Appointment of Prof. Indira Parikh, as an Independent

DirectorTo consider and if thought fit, to pass with or withoutmodification, if any, the following resolution as an OrdinaryResolution:-

“RESOLVED THAT pursuant to the provisions of Sections149, 152 and other applicable provisions, if any, of theCompanies Act, 2013 (“Act”) and the Rules framed there underas read with Schedule IV to the Act, as amended from time totime, Prof. Indira Parikh (DIN: 00143801), an IndependentDirector of the Company, who has submitted a declarationthat she meets the criteria for independence as provided inSection 149(6) of the Act and who is eligible for appointmentand in respect of whom Company received notice in writingfrom member proposing her candidature for the office ofDirector, be and is hereby appointed as an IndependentDirector of the Company for a term of 5 years with effect from30th September, 2014 and shall not be retire by rotation.”

7. Appointment of Shri Kamal Sheth, as an IndependentDirectorTo consider and if thought fit, to pass with or withoutmodification, if any, the following resolution as an OrdinaryResolution:-“RESOLVED THAT pursuant to the provisions of Sections149, 152 and other applicable provisions, if any, of theCompanies Act, 2013 (“Act”) and the Rules framed there underas read with Schedule IV to the Act, as amended from time totime, Shri Kamal Sheth (DIN: 00010088), an IndependentDirector of the Company, who has submitted a declaration thathe meets the criteria for independence as provided in Section

149(6) of the Act and who is eligible for appointment and inrespect of whom Company received notice in writing frommember proposing his candidature for the office of Director, beand is hereby appointed as an Independent Director of theCompany for a term of 5 years with effect from 30th September,2014 and shall not be retire by rotation.”

8. Appointment of Shri Anish Shah, as an IndependentDirectorTo consider and if thought fit, to pass with or withoutmodification, if any, the following resolution as an OrdinaryResolution:-“RESOLVED THAT pursuant to the provisions of Sections149, 152 and other applicable provisions, if any, of theCompanies Act, 2013 (“Act”) and the Rules framed there underas read with Schedule IV to the Act, as amended from time totime, Shri Anish Shah (DIN: 00143668), an IndependentDirector of the Company, who has submitted a declarationthat he meets the criteria for independence as provided inSection 149(6) of the Act and who is eligible for appointmentand in respect of whom Company received notice in writingfrom member proposing his candidature for the office of Director,be and is hereby appointed as an Independent Director of theCompany for a term of 5 years with effect from 30th September,2014 and shall not be retire by rotation.”

9. To give authority to create mortgage / charge onproperties of the CompanyTo consider and if thought fit, to pass with or withoutmodification, if any, the following resolution as a SpecialResolution:-“RESOLVED THAT in supersession of the Resolution passedby the members of the Company by way of Postal Ballot onMarch 26, 2012 and pursuant to the provisions of Section 180(1) (a) of the Companies Act, 2013 and other applicableprovisions, if any, of the Companies Act, 2013 including anystatutory modifications or re-enactments thereof the membersof the Company hereby accord their consent to the Board ofDirectors, including any committee thereof for the time beingexercising the powers conferred on them by this resolution, tocreate mortgage and/or charge on all or any of the moveableand/or immovable assets of the Company, both present andfuture and/or whole or any part of the Company in favour of thebanks, financial institutions, agent(s), trustee(s),government(s)/ other agencies or any other person(s), entitiesincluding overseas entities, for the purpose of securing theborrowings of the Company and / or other bodies corporatealready availed/to be availed including by way of loan(s) andsecurities (including partly Convertible Debentures/ForeignCurrency Convertible Bonds and/or Non-convertibleDebentures/Bonds with or without Warrants or other debtinstruments) issued/to be issued by the Company from time totime, in one or more tranches, upto an aggregate limit of `̀̀̀̀1500 Crores (Rupees Fifteen Hundred Crores Only) togetherwith interest as agreed, additional interest in case of default,accumulated interest, liquidated damages and commitmentcharges, all other costs, charges and expenses and all othermonies payable by the Company in terms of respective loanagreement(s) or any other document entered / to be enteredinto between the Company and the lenders/agents/investorsand trustees in respect of enforcement of security as may bestipulated in that behalf and agreed to between the Board ofDirectors or any committees thereof and the lenders, agentsor trustees.”“RESOLVED FURTHER THAT the Board of Directors of theCompany be and is hereby authorised to finalise the termsand conditions for creating the aforesaid mortgage and/orcharge and to execute the documents and such otheragreements and also to agree to any amendments thereto

Anil Limited

from time to time as it may think fit for the aforesaid purposeand to do all such acts, deeds, matters and things as may benecessary and expedient for giving effect to the aboveresolution.” “RESOLVED FURTHER THAT the Board be and is herebyauthorized to settle any issue relating to security /documentation, etc., with the concerned lenders as may beconsidered appropriate by it.”

10. To give authority to borrow MoneyTo consider and if thought fit, to pass with or withoutmodification(s), the following resolution as Special Resolution:“RESOLVED THAT in supersession of the Resolution passedby the members of the Company by way of Postal Ballot onMarch 26, 2012 and pursuant to Section 180(1)(c) and otherapplicable provisions, if any, of the Companies Act, 2013, theconsent of the Company be and is hereby given to the Boardof Directors of the Company (hereinafter referred to as “theBoard” which term shall be deemed to include any Committeethereof) to borrow monies for the business of the Company,whether unsecured or secured, in Indian or Foreign currency,by way of debentures, bonds or any other security(ies), fromtime to time from any Bank(s)/Financial Institution(s) or anyother Institution(s), firms, body corporate(s) or other person(s),in India or abroad, apart from temporary loans obtained/to beobtained from the Company’s bankers in the ordinary courseof business provided that the sum(s) so borrowed under thisresolution and remaining outstanding at any time shall notexceed in the aggregate of `̀̀̀̀ 1500 crores (Rupees FifteenHundred Crores Only) in excess of and in addition to the paidup capital and free reserves of Company for the time being.”

11. Payment of Remuneration to the Cost Auditor for theFinancial Year ending March 31, 2015To consider and if thought fit, to pass with or withoutmodification, if any, the following resolution as an OrdinaryResolution:-“RESOLVED THAT pursuant to the provisions of Section 148and all other applicable provisions, if any, of the Companies Act,2013 (“Act”) and Rules framed thereunder, as amended fromtime to time and such other permissions as may be necessary,the Members hereby ratify the remuneration of ̀ 16,000/- plusservice tax, out-of- pocket, traveling and living expensespayable to M/s R. Nanabhoy & Co., Cost Accountants, who areappointed by the Board of Directors of the Company to conductaudit of the Cost records of the company for the Financial Yearending March 31, 2015.”“RESOLVED FURTHER THAT the Board of Directors of theCompany be and is hereby authorised to do all acts and takeall such steps as may be necessary, proper or expedient togive effect to this Resolution.”

Registered Office: BY ORDER OF THE BOARDP. O. Box – 10009, For Anil LimitedAnil Road,Ahmedabad – 380 025 Chandresh PandyaCIN : L15490GJ1993PLC019895 Company Secretary

Place : AhmedabadDate : August 14, 2014

NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED

TO APPOINT A PROXY TO ATTEND AND VOTE INSTEADOF HIMSELF/HERSELF AND THE PROXY NEED NOT BE AMEMBER OF THE COMPANY AND INSTRUMENTAPPOINTING PROXY SHOULD REACH THE REGISTEREDOFFICE OF THE COMPANY AT LEAST 48 HOURS BEFORETHE COMMENCEMENT OF THE MEETING.

2. The explanatory statements as required under Section 102

(1) of the Companies Act, 2013 in respect of item Nos. 6 to 11are annexed hereto.

3. As required under Clause 49 of the listing agreement, briefinformation of director seeking re-appointment at the ensuingAnnual General Meeting is given in the Directors Report andDirectors seeking appointment is given in the explanatorystatement.

4. Members are requested to notify immediately any change intheir address to the Depository Participant with whom theymaintain the demat account for shares held in electronic modeand to the Company’s Registrar and Transfer Agents for sharesheld in physical mode.

5. THE REGISTER OF MEMBERS AND TRANSFER BOOK OFTHE COMPANY WILL REMAIN CLOSED FROM THE 27TH

DAY OF SEPTEMBER, 2014 TO 30TH DAY OF SEPTEMBER,2014 (BOTH DAYS INCLUSIVE)

6. The Dividend as recommended by the Board of Directors ofthe Company, when approved and declared at the AnnualGeneral Meeting of the Company will be made payable to theequity shareholders of the Company whose names standregistered on the Company’s Register of Members :a. in respect of shares held in electronic form, to those

members whose names appear in the statements ofbeneficial ownership furnished by National SecurityDepository Limited (NSDL) and Central DepositoryServices (India) Limited (CDSL) as at the opening hoursof 27TH DAY OF SEPTMBER, 2014.

b. to those members whose names appear on the Company’sregister of members, after giving effect to all valid sharetransfers in physical form lodged with M/s. Link Intime IndiaPvt. Ltd., Registrar and Share Transfer Agent of theCompany before 27TH DAY OF SEPTEMBER, 2014.In respect of Redeemable Preference Shares (RPS),dividend will be paid to the holder(s) of RPS on theCompany’s Register of Members as on 27TH DAY OFSEPTEMBER, 2014.

7. Corporate Members intending to send their authorizedrepresentatives are requested to send a duly certified copyof the Board Resolution authorizing their representativesto attend and vote at the Annual General Meeting.

8. The Notice of the Annual General Meeting and AnnualReport of the Company for the year ended 31st March,2014 is uploaded on the Company’s websitewww.anillimited.com and may be accessed by themembers.

9. Voting through electronic means:The Company is providing e-voting facility in terms ofSection 108 of the Companies Act, 2013 read with theCompanies (Management and Administration) Rules, 2014and Clause 35B of the Listing Agreement (including anystatutory modification or re-enactment thereof for the timebeing in force), the shareholders may cast their voteselectronically as an alternate voting facility. The Companyhas made necessary arrangements with the CentralDepository Services (India) Ltd. [CDSL], instructions fore-voting is annexed as Annexure II to this notice.

Registered Office: BY ORDER OF THE BOARDP. O. Box – 10009, For Anil LimitedAnil Road,Ahmedabad – 380 025 Chandresh PandyaCIN : L15490GJ1993PLC019895 Company SecretaryPlace : AhmedabadDate : August 14, 2014

Explanatory Statement pursuant to Section 102 (1) of theCompanies Act, 2013

Item No 6, 7 and 8:

The Company had, pursuant to the provisions of Clause 49 of theListing Agreement entered with the Stock Exchanges, appointedProf. Indira Parikh, Shri Kamal Sheth, Shri Anish Shah, as

Anil Limited

Independent Directors at various times, in compliance with therequirements of the said clause.

As per the provisions of Section 149(4) of the Companies Act,2013 which has came into force with effect from 1st April, 2014,every listed company is required to have at least one-third of thetotal number of Directors as Independent Directors. Further,Section 149(10) of the Act provides that an Independent Directorshall hold office for a term up to five consecutive years on theBoard of a company and are not liable to retire by rotation pursuantto Section 149(13) read with Section 152 of the Act.

The Securities and Exchange Board of India (SEBI) has amendedClause 49 of the Listing Agreement which would be effective fromOctober 1, 2014 inter alia stipulates the conditions for theappointment of Independent Directors by a listed company.

The Nomination & Remuneration Committee has recommendedthe appointments of these Directors as Independent Directors fora term of 5 years with effect from 30th September, 2014.

The above Independent Directors have given a declaration to theBoard that they meet the criteria of independence as providedunder Section 149 (6) of the Act. In the opinion of the Board, theabove Independent Directors fulfill the conditions specified in theAct and the Rules made thereunder for appointment as IndependentDirectors and they are independent of the management.

In compliance with the provisions of Section 149 read with ScheduleIV of the Act, the appointment of the above Directors asIndependent Directors is now being placed before the Members inGeneral Meeting for their approval. The terms and conditions ofappointment of Independent Directors shall be open for inspectionby the Members at the Registered Office of the Company on allworking days, except Saturdays, during business hours upto thedate of the Meeting.

The above proposals are in the interest of the Company and theDirectors recommend the Resolutions in Item Nos.6 to 8 of theNotice for approval by the members.

Except Prof. Indira Parikh, Shri Kamal Sheth, Shri Anish Shahbeing an appointee, none of the Directors and Key ManagerialPersonnel of the Company and their relatives is concerned orinterested in the Resolution set out in item No. 6 to 8. A brief profileof Directors seeking appointment is given as Annexure I to thisnotice.

The Directors recommend the aforesaid resolution for the approvalby the members as Special Resolution.

Item No 9 and 10:

The members by way of postal ballot had accorded their consenton March 26, 2012 to the Board of Directors for creating mortgageand/or charge on assets of the company upto ` 1250 croresunder section 293(1)(a) and for borrowings up to ̀ 1250 Croresunder section 293(1)(d) of the Companies Act, 1956. However,with the passing of Companies Act, 2013, resolution passed undersection 293(1)(a) and 293(1)(d) of the Companies Act, 1956 are

valid only upto 31st March, 2015.

Hence, the consent of the members is therefore, sought inaccordance with the provisions of Section 180(1)(a) and 180(1)(c)of the Act, to enable the Board of Directors to create mortgageand/or charge on the assets of the company and to borrow monies,provided that the total amount for mortgaging and/or creating chargeon the assets of the company in favour of bank, Financial institutionetc. shall not at any time exceed ̀ 1500 Crores and Borrowingsby the Board shall not at any time exceed ̀ 1500 Crores.

The Resolution under Item No.9 is for executing the documentsbetween the lenders/security holders/trustees for the holders ofthe said securities and the Company may required to create charge/ mortgage on substantial assets of the Company hence it isnecessary to pass a resolution under Section 180(1)(a) of theAct, for creation of charges/ mortgages / hypothecations for anamount not exceeding ̀ 1500 Crores.

The Resolution under Item No.10 is to obtain the consent of themembers for the proposed borrowings of the Company may, ifnecessary, be secured by way of charge/ mortgage/hypothecationon the Company’s assets in favour of the lenders / holders ofsecurities/trustees for the holders of the said securities asmentioned in the Resolution.

The above proposals are in the interest of the Company and theDirectors recommend the Resolutions in Item Nos.9 and 10 of theNotice for approval by the members.

None of the Directors, Key Managerial Personnel and their relativesare in any way concerned or interested in the said resolution.

The Directors recommend the aforesaid resolution for the approvalby the members as Special Resolution.

Item No.11

The Board in its meeting held on May 28, 2014 on therecommendation of the Audit Committee, approved the appointmentand remuneration of M/s R. Nanabhoy & Co., the Cost Auditors toconduct the audit of the Cost records maintained by the Companyfor the Financial Year ending March 31, 2015 and remuneration of`16,000/- plus service tax, out-of-pocket, travelling and livingexpenses have been fixed for this purpose.

In accordance with the provisions of Section 148 of the Act readwith the Companies (Audit and Auditors) Rules, 2014, ratificationfor the remuneration payable to the Cost Auditors for the FinancialYear ending March 31, 2015 by way of an Ordinary Resolution isbeing sought from the members as set out at Item No.11 of theNotice.

The Board recommends the Ordinary Resolution set out at ItemNo. 11 of the Notice for approval by the Members.

None of the Directors or Key Managerial Personnel of the Companyor their relatives is, in any way, concerned or interested, in theresolution set out at Item No.11 of the Notice.

Anil Limited

ANNEXURE I TO NOTICEDetails of Directors seeking appointment at Annual General Meeting

Sr. No. 1. 2. 3.

Name Prof. Indira J. Parikh Mr. kamal R. Sheth Mr. Anish K. Shah

Date of Birth 29/08/1943 10/12/1955 17/07/1966

Date of Appointment 31/10/2003 29/12/1998 29/12/1998

Brief Profile

No. of Shares held 20 NIL

Directorship held in 1. The Sports Club of NILother Public Gujarat LimitedCompanies

Membership/ NIL NILChairmanship ofCommittees of otherPublic Companies

Shri Kamal R. Sheth, aged about 59years and by qualification he is B.Sc.and having wide experience in thefield of Marketing and businessadministration. He is also on theboard of various Companies andsocial organizations. He wasappointed as Director on the Boardof Directors of the Company w.e.f.29th December, 1998.

He is an independent director on theBoard of Directors of the Company.

Prof. Indira J. Parikh has doneM.Ed. from University of Rochester,New York USA and the Doctoratefrom Gujarat University. She wasa faculty at IIM-Ahmedabad for over30 years and Dean from 2002 to2005. She has taught at INSEAD,Fontainebleau (France) and TexasA&M University. She has heldvarious academic positions atIIMA. She has specialized inorganization development anddesign and institution building. Shehas designed and offeredmanagement and leadershipdevelopment programs in publicsector, private sector andmultinational organizations.She has been a consultant tovarious national and internationalorganizations. Prof. Parikh hastravelled extensively onassignments across the continentsand country.Prof. Indira J. Parikh is the FounderPresident of FLAME at present.She has been involved in creatingthe academic vision and shapingFLAME. She has conceptualizedthe Center for OrganizationalGrowth and Excellence (COGE)with its focus on thresholds of life,lifelong learning, development andgrowth. The focus of COGE is ontransformation from entry to careertransition at the end of working life.All the programs focus ontransformation of individuals,groups and institution’s life, role andidentity.She is a coach to many leading andupcoming organizations. Hercurrent work focuses on facilitatinglearning and professionalization ofManagement.Prof. Parikh has been honored withseveral l ife time achievementawards both nationally andinternationally. She has writtennumerous articles published inNational & International Journalsand is the co-author/ author ofseveral books.

1. Sintex Industries Ltd.2. Zydus Wellness Ltd.3. Shasun Pharmaceuticals Ltd.4. Amanta Healthcare Ltd.5. Foseco India Ltd.

1. Sintex Industries Ltd.2. Zydus Wellness Ltd.3. Shasun Pharmaceuticals Ltd.4. Foseco India Ltd.

Shri Anish K. Shah, aged about 48years and by qualification he is B.E.and having more than 15 years ofexperience in the businessadministration. He was appointed asDirector on the Board of Directorsof the Company w.e.f. 29th

December, 1998.

He is an independent director on theBoard of Directors of the Company.

Anil Limited

ANNEXURE II TO NOTICEThe instructions for e-voting are as under:SECTION A – E-VOTING PROCESS.Step 1: Log on to the e-Voting Website: www.evotingindia.comStep 2: Click on “shareholders” to cast your vote(s)Step 3: Then enter your User ID as mentioned below:

a. For Members holding shares in Demat formi. For CDSL:- Your 16 digits beneficiary IDii. For NSDL:- Your 8 Character DP ID followed

by 8 Digits Client IDb. Members holding shares in Physical Form: Your Folio

number registered with the Company.Step 4: Enter the image verification as displayed and click on

LoginStep 5: Enter the password as mentioned below:

a. If you are holding shares in demat form and hadlogged on to www.evotingindia.com and voted on anearlier voting of any company, then your existingpassword is to be used.

b. If you are a first time user, then follow the stepsgiven below:i. Enter your 10 digit alpha-numeric PAN issued by

Income Tax Department. (For members whohave not updated their PAN with the Depositoryparticipant are requested use the first two lettersof their name and the last 8 digits of the demataccount/folio number in the PAN field. In case thefolio number is less than 8 digits enter theapplicable number of 0’s before the number afterthe first two characters of the name in CAPITALLETTERS, e.g. lf your name is Abhishek Kumarwith folio number 100 then enter AK000l00 in thePAN field.)

ii. Any one of the Following TwoDOB: Enter the Date of Birth (DoB) recorded inthe demat account or registered with thecompany in DD/MM/YY format.Dividend BankDetails: Enter your Dividend Bank details(Account Number) recorded in your demataccount or registered with the Company for thesaid demat account or folio.If Dividend Bank detailsand Date of Birth are not recorded with thedepository or Company please enter the numberof shares held by you as on the cut-off date(record date) i.e. August 29, 2014 in the DividendBank details field.

Step 6: After entering these details appropriately, click on“SUBMIT” tab.

Step 7: First time user holding shares in Demat form will nowreach password Generation menu wherein they arerequired to create their login password in the passwordfield. Kindly note that this password can also be used bythe Demat holders for voting of any other Company onwhich they are eligible to vote, provided that the Companyopts for e-Voting through CDSL platform. It is stronglyrecommended not to share your password with any otherperson and take utmost care to keep your passwordconfidential.If Demat account holder has forgotten thechanged password then Enter the User ID and the imageverification code and click on Forgot Password and enterthe details as prompted by the system.Members holdingshares in physical form will then directly reach theCompany selection screen.

Step 8: Click on the EVSN of the Company i.e. 140829040 tovote.

Step 9: On the voting page, you will see Resolution descriptionand against the same option ‘YES/NO’ for voting. Selectthe relevant option as desired YES or NO and click onsubmit.

Step 10:Click on the Resolution File Link if you wish to view theNotice.

Step11: After selecting the resolution you have decided to voteon, click on will be displayed, if you wish to confirm yourvote, click on ‘OK’, else “CANCEL” and accordingly modifyyour vote.

Step12: Once you ‘CONFIRM’ your vote on the resolution, youwill not be allowed to modify your vote, you can also takeout print of the voting done by you by clicking on “Click

here to print”, option on the Voting page.SECTION B. COMMENCEMENT OF E-VOTING PERIOD ANDOTHER E-VOTING INSTRUCTIONSi. The e-Voting period commences on September 24, 2014

(9:00 a.m.) and ends on September 26, 2014 (6:00 p.m.).During this period shareholders of the Company, holdingshares either in physical form or in dematerialised form, ason cut off date (record date) i.e. 29.08.2014, may cast theirvote electronically. The e-voting module shall be disabled forvoting thereafter, once the vote on a resolution is cast by theshareholder, the shareholder shall not be allowed to changeit subsequently.

ii. The voting rights of shareholders shall be in proportion totheir shares of the paid up Equity share Capital of theCompany.

iii. CS Ashish Doshi, Practicing Company Secretary(Membership No.: FCS 3544 CP No.: 2356) (Address: TF/1,Anison Building, 3rd Floor, State Bank of India Lane, SwastikSociety, Nr. Stadium Circle, C. G. Road, Navrangpura,Ahmedabad – 380 009) has been appointed as the Scrutinizerto scrutinize the e-Voting process.

iv. The Scrutinizer shall, within a period not exceeding three (3)working days from the conclusion of the e-Voting period,unblock the votes in the presence of at least two (2) witnessesnot in the employment of the Company and make aScrutinizer’s Report of the votes cast in favour or against, ifany, and submit forthwith to the Chairman of the Company.

v. The Results shall be placed on the Company’s websitewww.anil l imited.com and on the website of CDSLwww.cdslindia.com within two days of the passing of theresolutions at the AGM of the company and communicatedto the Bombay Stock Exchange Ltd. and Ahmedabad StockExchange Ltd., where the shares of the Company are listed.

vi. The resolutions shall be deemed to be passed on the date ofthe Annual General Meeting, subject to receipt of sufficientvotes.

vii. Institutional Shareholders (i.e. other than individuals, HUF,NRI etc.) are required to log on to www.evotingindia.comand register themselves as corporate, link their accountwhich they wish to vote on and then cast their vote. Theyshould submit a scanned copy of the Registration Formbearing the stamp and sign of the entity tohelpdesk.evoting@cdslindia.com. They should also uploada scanned copy of the Board Resolution / Power of Attorney(POA) which they have issued in favour of the Custodian, ifany, in PDF format in the system for the scrutinizer to verifythe vote.

viii. You can also update your mobile number and E-mail ID in theuser profile details of the folio which may be used for sendingcommunication(s) regarding CDSL e-Voting system in future.The same may be used in case the Member forgets thepassword and the same needs to be reset.

ix. In case you have any queries or issues regardinge-voting, you may refer the Frequently Asked Questions(“FAQs”) and e-voting manual available atwww.evotingindia.com under help section or write an emailto helpdesk.evoting@cdslindia.com.

Contact Details:Company Anil Limited

P.O. Box- 10009, Anil Road,Ahmedabad- 380 025, Tel: 079-40282000Email: investor-relations@anil.co.in

Registrar and Link Intime India Pvt. Ltd.Share 303, 3rd Floor, Shoppers Plaza V,Transfer Opp. Municipal Market,Agent Behind Shoppers Plaza II, Off C.G. Road,

Navrangpura, Ahmedabad – 380 009Phone: 079-2646 5179Email: ahmedabad@linkintime.co.in

Scrutinizer CS Ashish Doshi,Practicing Company SecretaryTF/1, Anison Building, 3rd Floor,State Bank of India Lane, Swastik Society,Nr. Stadium Circle, C. G. Road,Navrangpura, Ahmedabad – 380 009

e-voting Agency Central Depository Services [India] Limited(CDSL) Email: helpdesk.evoting@cdslindia.com

Anil Limited

ATTENDANCE SLIPANIL LIMITEDCIN-L15490GJ1993PLC019895Registered office: Anil Road, Ahmedabad-380 025,Tel: 079 – 40282000 Fax: 079-22200731

No. of Share(s) held: __________________

I hereby record my presence at ANNUAL GENERAL MEETING of the company at Ahmedabad Textile Mills Association (ATMA) Hall, Ashram Road, Ahmedabad- 380 009 at 10.15 a.m. on Tuesday, the 30th day of September, 2014.

Name of the Member/Proxy/Representative attending the meeting ___________________________________________________________________________________________

Signature of the Member/Proxy/Representative attending the meeting ________________________________________________________________________________________

Notes:

1. Please fill in the Attendance Slip and hand it over at the entrance of the meeting venue.2. Authorised Representatives of corporate members shall produce proper authorisation issued in the favour.

Form No. MGT-11PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the companies (Management and Administration) Rules, 2014]

ANIL LIMITEDCIN-L15490GJ1993PLC019895Registered office: Anil Road, Ahmedabad-380 025, Tel: 079 – 40282000 Fax: 079-22200731

Name of the member______________________________________________________________________________________________________________

Registered Address_______________________________________________________________________________________________________________

Email id:________________________________________________________________________________________________________________________

Folio No.______________________DPID No._________________________________________________ Client ID No._______________________________

I/We________________________________________________________ of ___________________________________________ being a member(s) holding

____________________________shares of the above mentioned company hereby appoint

1. Name________________________________________________ Address _________________________________________________________________

Email id.______________________________________________Signature_________________________________________________or Failing him

2. Name________________________________________________ Address _________________________________________________________________

3. Name________________________________________________ Address _________________________________________________________________

as my/our proxy to vote for me/us on my/our at the Annual General Meeting to be held at Ahmedabad Textile Mills Association (ATMA) Hall, Ashram Road,Ahmedabad – 380 009 at 10.15 a.m. on Tuesday, the 30th Day of September, 2014 and at any adjournment thereof in respect of such resolutions as are indicatedbelow:

Resolution Resolution Vote*(Please mention no. of shares)

No. For Against Abstain

Ordinary Business1 Adoption of the Audited Balance Sheet, statement of Profit and Loss account, Report of the Board of

Directors and Auditors for the financial year ended on March 31, 2014.

2 Declaration of dividend on Equity Shares for the year 2013-14.

3 Declaration of dividend on Redeemable Preference Shares for the year 2013-14.4 To appoint a Director in place of Shri Amol Sheth, who retires by rotation and being eligible,

seeks reappointment.5 To appoint the Auditors to hold office from the conclusion of this meeting for a period of four years.Special Business6 To appoint Prof. Indira Parikh, as an Independent Director for a term of 5 years.7 To appoint Shri Kamal Sheth, as an Independent Director for a term of 5 years.8 To appoint Shri Anish Shah, as an Independent Director for a term of 5 years.9 To give authority to create mortgage / charge on properties of the Company under

section 180(1)(a) of Companies Act, 2013.10 To give authority to borrow Money under section 180(1)(c) of Companies Act, 2013.11 Payment of Remuneration to the Cost Auditor for the Financial Year ending March 31, 2015.

Signed this _________________ day of _______________ 2014

Signature of Shareholder______________________________ Signature of Proxy holder(s) ____________________________

Note: This form of proxy in order to be effective should be duly completed and deposited at the registered office of the Company, not less than 48 hours beforethe commencement of the Meeting.*It is optional to put no. of shares in the appropriate column against the Resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ column blankagainst any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

Folio No. :

DPID NO. :

Client ID No :

Affix `1/-Revenue

Anil Ltd (IWD) · 2014-09-27 · Anil Limited Anil Limited P.O. Box - 10009, Anil Road, Ahmedabad -...

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