DIRECTORS’ REPORT

Dear Members,

The Directors are pleased to present the 23^rd Annual Report together with Audited Statement of Accounts of the Company for the financial year ended March 31, 2016.

FINANCIAL RESULTS

The standalone operating performance of your company for the financial year ended March 31, 2016 is depicted below:

(Rs, In Lakhs except per share data)

OPERATIONS AND REVIEW (Company’s Performance)

During the year under review total revenue from the standalone operations of your Company has increased to Rs,. 11,4164.54 Lakhs from Rs,. 93,270.86 Lakhs in the previous year at a growth rate of 22.40%. Operating Profit (EBITDA) was Rs,. 19237.30 Lakhs, against Rs,. 16746.79 Lakhs in the previous year. Profit after Tax for the year was Rs,. 5559.34 Lakhs, against Rs,. 5493.36 Lakhs in the previous year. Detailed report on operations of and structure of Business of the Company has been included in Management Discussion and Analysis Report, which forms part of this Annual Report.

DIVIDEND

Based on Company's performance and future business plans, your Directors are pleased to recommend dividend of Rs,. 1.00/- per equity share (previous year Rs,. 2.00/- per equity share) on 9766166 equity shares of Rs,. 10/- each for the year ended March 31, 2016. The Dividend if approved by the shareholders will be paid to the eligible shareholders within the period stipulated under the Companies Act, 2013. The Redeemable Preference Shareholders are entitled to dividend of 8.00% per annum. Accordingly, the Directors have recommended, for approval of the Members, a dividend of Rs,. 8.00 per Share on 38,80,000 Redeemable Preference Shares of Rs,. 100/- each for the ended March 31, 2016.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

A Separate report on Management Discussion and Analysis Report has been presented in a separate section, which forms part of this Annual Report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

Your Company has four subsidiary Companies, out of which one company (Arav Enterprise Pte. Ltd.) has became subsidiary company during the year under review and no company has been ceased to be subsidiary during the year under review. Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard- 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries. Further, a separate statement containing the salient features of the financial statements of subsidiaries of the Company in the prescribed form AOC-1 has been disclosed in the Consolidated Financial Statements.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Company shall place separate audited accounts of its Subsidiary Companies on its website at www.anillimited.com.

The Company policy in place relating to material subsidiaries, which available on the Company's website at the link: “http://www.anillimited.com/investorsshareholder/ policy.htm”.

DIRECTORS (i) Board of Directors:

The Company recognizes the importance of a diverse board in its success. The Board of Directors of your Company is lead by the Chairman and Managing Director and comprises two Executive Director and two Non Executive Independent Director on March 31, 2016. Shri Nalinkumar Thakur (DIN 03540700) was appointed as an Executive Director of the Company w.e.f. November 6, 2015.

Shri Anurag Kothawala (DIN 00059037), Shri Shashin Desai (DIN 03539693) and Prof. Indira Parikh (DIN 00143801) have resigned from the Board w.e.f. October 17, 2015, November 6, 2015 and December 31, 2015 respectively. Shri Amol Sheth (DIN 00025357) retires by rotation as director at the upcoming Annual General Meeting and being eligible offers himself for re-appointment. Particulars of the Director retiring by rotation and seeking reappointment are annexed to the notice convening the Annual General Meeting.

(ii) Meetings of Board of Directors:

The Board of Directors of the Company met five times during the year under review. The details of board meetings and the attendance are provided in the Corporate Governance Report which forms part of this Report.

(iii) Confirmation by Independent Directors and Separate Meeting:

In compliance with the provisions of Section 149 (7) of the Companies Act, 2013, all Independent Directors have submitted their declarations of independence, stating that they meet the criteria of independence. Pursuant to Section 149 (8) read along with Schedule IV of the Companies Act, 2013, separate meeting of the Independent Directors of the Company was held on August 3, 2015, without the attendance of Non-Independent Directors and members of management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Company conducts Familiarization Programme for the Independent Directors to provide them an opportunity to familiarize with the Company. Detailed information on this has been included in Corporate Governance Report, which forms part of this Annual Report.

iv) Board Evaluation:

Pursuant to the provisions of the Act and Rules made there under and as provided in Schedule IV of the Companies Act, 2013 and the Board has adopted method for evaluating its performance and also of its Committees and individual Directors, Chairman of the Board. Detailed information on this has been included in Corporate Governance Report, which forms part of this Annual Report.

The evaluation was carried out through a defined process covering the areas of the Boards functioning viz. composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies, contribution at the meetings etc.

v) Remuneration Policy:

Pursuant to the requirement of Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy on appointment of Directors including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other senior management is attached as Annexure A, which forms part of this report.

PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Company will be provide upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto excluding the information on employees particulars which is available for inspection by members at the registered office of the Company during the business hours on all working days of the Company up to the date of ensuing Annual General Meeting of the Company. If any member is interested in inspection the same, the member may write to the Company Secretary in advance.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134 (3) (c) of the Companies Act, 2013, in relation to financial statements of the Company for the year ended March 31, 2016, the Board of Directors state that:

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

(ii) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2016 and of the profit of the company for the year ended on that date;

(iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities;

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

(v) proper internal financial controls are in place and are adequate and are operating effectively; and

(vi) the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the requirements of Section 135 of Companies Act, 2013, your Company has constituted a Corporate Social Responsibility Committee. The composition and terms of reference of the Corporate Social Responsibility Committee is provided in the Corporate Governance Report, which forms part of this report. Policy on Corporate Social Responsibility is available on the website of the Company at http://www.anillimited.com/investorsshareholder/ policy.htm. Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure B to this Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain highest standards of corporate governance and practices. In line with the requirements of applicable Act, Regulations, your Company has in place all the statutory Committees as required. A detailed report on Corporate Governance along with the Compliance Certificate obtained from the practicing Company Secretary Forms part of this Annual Report.

AUDITORS

M/s. Parikh & Majmudar, Chartered Accountants, Ahmadabad were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 30th September, 2014 for a term of four consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. The Notes on Financial Statements are referred to in the Auditors' Report are self explanatory and do not call for any further comments.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/S. SPANJ & ASSOCIATES, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year under review. The Board has duly reviewed the Secretarial Auditor's Report and the comments, appearing in the report are self-explanatory and do not call for any further explanation by the Board of Directors as provided under section 134 of the Act. The Secretarial Audit Report is annexed herewith as “Annexure C”.

PUBLIC DEPOSITS

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

INSURANCE

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

RELATED PARTY TRANSACTIONS

Pursuant to the provisions of Section 134 (3) read with Section 188 (2) of the Companies Act, 2013, details of transaction for the year under review are given in Form AOC 2 as Annexure D to this report and in the section on Related Party Transactions in Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments are provided in the notes to the Financial Statements.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in Form MGT-9, is annexed to this Report as Annexure E.

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

The particulars as prescribed under Section 134 (3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, relating to the Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are set out in Annexure F, which forms part of this report.

RISK MANAGEMENT

Your Company has implemented an integrated risk management approach to review and assess significant risks on a continuous basis to ensure that there is a system for risk controls and mitigation in place. Management periodically reviews this risk management framework to keep updated and address emerging challenges.

VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY

Details on Vigil Mechanism policy / whistle blower policy is provided in the Corporate Governance Report which forms part of this Report

ITERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details of internal financial control and their adequacy are included in the Management Discussion and Analysis Report, which forms part this report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made there under, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. No complaints pertaining to sexual harassment received during the year under review.

ACKNOWLEDGEMENTS

We thank our customers, vendors, investors, bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels and look forward for their continued support in the future.

For and on behalf of the Board

Amol Sheth

Chairman & Managing Director

Place: Ahmedabad

Date: May 19, 2016