Dear Members,

Your Directors are pleased to present the 22nd Annual Report together with Audited Statement of Accounts of the Company for the financial year ended March 31, 2015.

FINANCIAL RESULTS

The standalone operating performance of your company for the financial year ended March 31, 2015 is depicted below:

(In Lacs except per share data)

OPERATIONS AND REVIEW (Company's Performance)

Revenue from the standalone operations of your Company for the year was Rs. 93270.86 lacs, 13.07% higher than Rs. 82491.46 lacs in the previous year. Operating Profit (EBITDA) was Rs. 16746.79 lacs, against Rs. 14709.95 lacs in the previous year. Profit after Tax for the year at Rs. 5493.36 lacs was higher by 13.65% over Rs. 4833.51 lacs 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

Your Directors are pleased to recommend dividend of 2.00/- per equity share (previous year 2.00/- per equity share) on 9766166 equity shares of Rs .10/- each for the year ended March 31, 2015. The said dividend if approved by the shareholders, would involve a cash outflow of Rs. 195.32 lacs.

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 year ended March 31, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

A Separate report on Management Discussion and Analysis Report as required under clause 49 of the Listing Agreement with the Stock Exchange has been presented in a separate section forming part of this Annual Report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:

Your Company has three subsidiary Companies, no company has became / ceased to be a subsidiary company 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.

In compliance with the provisions of clause 49 of the Listing Agreement, the Company has formed a policy relating to material subsidiaries, which is approved by the Board of Directors is available on the Company's website at the link: "http://www.anillimited.com/investorsshareholder/ policy.htm".

DIRECTORS

i) Retirement by Rotation :

Shri Shashin Desai (DIN 03539693) retires by rotation as director at the upcoming Annual General Meeting and being eligible offers himself for re-appointment.

Pursuant to the requirement of clause 49 of the Listing Agreement, particulars of the Director retiring by rotation and seeking re-appointment is annexed to the notice convening the Annual General Meeting.

ii) Meetings of Board of Directors:

The Board of Directors of the Company met four 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) Independent Directors:

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 the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Kamal Sheth, Mr. Anish Shah and Prof. Indira Parikh (Non executive Independent Woman Director) were appointed as independent directors for a term of five years with effect from September 30, 2014 at the Annual General Meeting of the Company held on September 30, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Companies Act, 2013.

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 February 13, 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 clause 49 of the Listing Agreement and on the recommendation of the Nomination and Remuneration Committee, 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) Whole-time Key Managerial Personnel:

In accordance with the provisions of the Act, during the year under review the Company has appointed Shri Amol Sheth, Chairman & Managing Director, Shri Chintan Acharya, CFO and Shri Chandresh Pandya, Company Secretary as Key Managerial Personnel of the Company.

vi) 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 31,2015, 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 31,2015 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.

Your Company has also formulated a Corporate Social Responsibility Policy which 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 as stipulated under the Act and Listing Agreement with the stock exchanges. The new Companies Act, 2013 and amended Listing Agreement have strengthened the governance regime in the country.

Your Company is in compliance with the governance requirements provided under the Companies Act, 2013 and amended Listing Agreement with the Stock Exchanges. In line with the requirements of new law, your Company has in place all the statutory Committees required under the law. 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, Ahmedabad were appointed as Statutory Auditors of your Company at the last 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. In explanation to qualification by Auditors in their report about delay in transfer to investor education and protection fund, it is hereby clarified that, the Company has transferred all the eligible amount due before year end and noted the same for future compliance. 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.

INTERNAL 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

Your Directors gratefully acknowledge all stakeholders of the Company viz., customers, dealers, suppliers, bankers, Financial Institutions and other agencies for their excellent support received from them. The Directors also express their deep appreciation to employees at all levels of the Company for their commitment and continued support to the Company.

POLICY ON APPOINTMENT, REMUNERATION & EVALUATION OF BOARD OF DIRECTORS, KMPs AND SENIOR MANAGEMENT PERSONNEL

This policy for nomination and remuneration of Directors, Key Managerial Personnel (KMP) and other employees has been formulated in terms of the provisions of the Companies Act, 2013 and the Listing Agreement entered in to with the Stock Exchanges in order to derive equitable remuneration to the Directors, KMPs and employees of the Company and to synchronize the same with the objectives of the Company.

The Board has already constituted Nomination and Remuneration Committee (hereinafter "the Committee") which shall be responsible for formulating the criteria for appointment of Independent Director and evaluate the performance of every Director on the Board and recommend to the Board remuneration for Directors, Key Managerial Personnel and other Senior Management Personnel.

The Board has authority to reconstitute this committee from time to time.

This policy is divided in three parts:

Nomination / Appointment:

1. The Committee shall identify and ascertain integrity, qualification, expertise and experience of the person for appointment as Directors, KMP or Senior management level and recommend to the Board his / her appointment.

2. The following persons shall be not eligible to be appointed as Executive Director (Managing Director & Whole-time Director) if:

a. He is disqualified to act as a Director under the provisions of Section 164(1) and other applicable provisions, if any, of the Companies Act, 2013. If the disqualification is subsequently removed, then the said person shall be eligible to be appointed as Executive Director.

b. He does not satisfy requirements as prescribed in Part I of Schedule V of the Companies Act, 2013. But the person who does not meet the criteria prescribed in Part I of Schedule V, can be appointed as Executive Director if the approval of Central Government is taken.

3. A person to be appointed as Director, KMP or senior management level should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The

Committee has discretion to decide whether qualification, expertise possessed by a person is sufficient / satisfactory for concerned position.

4. A person to be appointed as Director, should possess reputation for integrity, deep expertise and insights in sectors / areas relevant to the Company, ability to contribute to the Company’s growth, complementary skills in relation to the other Board Members.

5. A whole time KMP of the Company shall not hold office in more than one company except its subsidiary Company at the same time. However, a whole time KMP can be appointed as a Director in any Company, with the permission of the Board of Directors of the Company.

6 Following factors shall be considered while appointing a person as an Independent Director on the Board:

a. Integrity and relevant expertise and experience.

b. Requisite qualification so that he/she will exercise his/her role effectively.

c. Have an expert knowledge in field of the Company where the company operates and shall provide his/her suggestions to the Board members of the Company to arrive at final decision which is in the best interest of the Company.

d. Not be a promoter or related to promoter of the Company or its holding, subsidiary or associate company;

e. Must not have any material or pecuniary relationship during the two immediately preceding financial years or during the current financial year with the Company, its holding, subsidiary or associate company or their promoters or directors.

f. The relatives of such person should not have had any pecuniary relationship with the Company or its subsidiaries amounting to 2% or more of its gross turnover or total income or Rs .50 lacs or such higher amount as may be prescribed, whichever is less, during the two immediately preceding financial years or in the current financial year;

g. He or his relatives must not:

(i) hold or has held the position of a Key Managerial Personnel or is or has been employee of the Company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed.

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of— (A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or (B) any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit organization that receives 25% or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate Company or that holds 2% or more of the total voting power of the Company; or

h. Such person who is proposed to be appointed as Independent Director shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company’s business.

i. is not a material supplier, service provider or customer or a lessor or lessee of the company;

j. is not less than 21 years of age

k. The candidate shall not be disqualified under section 164, sub-section (1) and (2) of the Companies Act, 2013.

l. The candidate shall give his/her declaration as provided in section 149(7).

m. It should be ensured that number of Boards on which such Independent Director serves is restricted to Seven Listed Companies as an Independent Director and three listed Companies as an Independent Director in case such person serving as a whole time (Executive) Director of a listed Company.

Term / Tenure:

1. The Company shall appoint or re-appoint any person as its Managing Director, Whole Time Director for a term not exceeding five years at a time. No reappointment shall be made earlier than one year before the expiry of term.

2. The candidate appointed as an Independent Director shall be eligible to be reappointed for a further period of 5 consecutive years, after the completion of his/her tenure of first 5 years, subject to Board’s approval and the passing of a Special Resolution by Shareholders. No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three year of ceasing to become an Independent Director.

Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013 read with any rules framed there under as amended from time to time, the committee may recommend to the Board with reasons recorded in writing for removal of a Director or KMP subject to the provisions and compliance of the said Act, rules and regulations.

Retirement:

The Whole Time Directors, KMPs and senior management personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Whole Time Directors, KMPs and senior management personnel in the same position / remuneration or otherwise, even after the retirement age, for the benefit of the Company.

REMUNERATION OF MANAGING DIRECTORS, INDEPENDENT DIRECTORS, KMPs AND OTHER SENIOR MANAGEMENT:

1. The remuneration / Compensation / commission etc. to Directors will be determined by the Committee and recommended to the Board for approval.

2. The remuneration and commission to be paid to the Managing Director shall be in accordance with the provisions of the Companies Act, 2013 and the rules framed there under from time to time. The remuneration, commission, etc., as the case may be, shall be subject to the prior / post approval of the shareholders of the Company and Central Government, wherever required.

3. Remuneration of Executive Directors shall be recommended by the Nomination & Remuneration Committee and approved by the Board of Directors and the Shareholders of the Company.

4. In sync with the industry size and complexity of the Company’s operation, performance benchmark of the industry, the Chairman & Managing Director of the Company with prior / post approval of the Board of Directors of the Company is authorised to decide the remuneration of KMP (other than Managing Director/ Whole Time Director) and Senior Management as per the HR policy of the Company.

5. Increments to the existing remuneration / compensation of its Managing Director, Chief Financial Officer, Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to such personnel.

Minimum Remuneration to Managing Director:

If in any Financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managing Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such provisions, with the previous approval of the Central Government.

6. The remuneration / Sitting Fees / commission etc. to Non Executive Directors / Independent Directors shall be in accordance with the provisions of the Act read with Rules as amended from time to time be decided by the Committee / Board / Shareholders as the case may be.

7. Remuneration of Management Staff is business- specific and approved by the Nomination and Remuneration Committee based on the market trend and policy of HR in force. Remuneration is reviewed and revised periodically, when such a revision is warranted by the market. The quantum of revision is linked to market trends, the competitive context of the business, as well as the track record of the individual management personnel.

EVALUATION OF MANAGING DIRECTORS, INDEPENDENT DIRECTORS, KMPs AND OTHER SENIOR MANAGEMENT:

1. Evaluation Of Managing Directors / Whole Time Directors / KMPs:

An annual appraisal/ evaluation of Executive Directors namely Managing Director and Whole time Director shall be carried out by all the other Directors of the Company. The annual evaluation shall be carried out in the form of questionnaire.

2. Evaluation of Independent Directors:

An annual performance evaluation of an Independent Director shall be carried out by all other Directors at the end of the financial year in the form of questionnaire.

ANNUAL REPORT ON CSR ACTIVITIES:

[Pursuant to Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014)

1. Brief Outline of the Company’s CSR Policy:

While the Company is eligible to undertake any suitable activity as specified in Schedule VII of the Act, with a motive to support Education for the girl child and make them independent, Sparsh (Trust) successfully running study center batches at five locations in Ahmedabad. The Company, in every Financial Year shall Endeavour to spend the feasible amount for its CSR Projects. The Policy provides for identification of the CSR Projects and approval by the CSR Committee.

The total expenditure in the CSR Annual Plan shall be approved by the Board upon recommendation by the CSR Committee.

2. Composition of the CSR Committee:

In line with the provisions of the Act and Rules made there under, the CSR Committee has been formed by the Board of Directors. Composition of CSR Committee is in accordance with Section 135 of the Companies Act, 2013 as mentioned below:

3. Average Net Profit of the Company for last three financial years: Rs .6480.27 Lacs

4. Prescribed CSR Expenditure (two per cent of the aforesaid amount): Rs .129.61 Lacs

5. a. Total Amount Spent during the financial year: Rs .65.29 Lacs b. Amount unspent if any : Rs .64.32 Lacs

c. Details of CSR amount spent during the financial year:

6. Reason for not spending the amount (in case the Company has failed to spend two per cent of the average net profit of the last three financial years or any part thereof):

The overall CSR expenditure was Rs .65.29 lacs during the financial year 2014-15, the company endeavored to meet the budgeted expenditure by contributing through various implementing agencies engaged in eligible CSR activities. The CSR committee was actively involved in planning and suggesting various eligible CSR activities to Board of Directors of the Company during the year under review, however since this being the first year, some activities being suggested by the committee is under considerations and the Company has taken steps to actively engage with the partners / NGOs to carry out CSR activates and to ncur expenditure in accordance with Section 135 of the Companies Act, 2013 in the coming years.

We hereby confirm that the implementation and monitoring of CSR policy, is in compliance with CSR objectives and policy of the Company.

Annexure - F to the Directors’ Report

Particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo in terms of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, forming part of the Directors’ Report.

(a) Energy Conservation measures taken:

ANIL lays great emphasis on the conservation of energy and as part of continuous efforts for conservation of energy; following measures were taken during the year under review

• In CWM plant Condensate system Modified by installing the Flash Vessel, pumps and separating the streams.

• Timers installed in agitators for running in intervals

• Installed new Main Steam Line

• Steam Coil designed modified to reduce steam consumption

• High efficiency pump has been installed and main line has been modified

• Installed system for reuse of RO rejected water for cleaning, gardening, etc.

Impact of above measures taken:

• Reduction in steam consumption

• Reduction in power consumption

• Reduction in fuel consumption

• Reduction of utility cost and increase in efficiencies

• Saving in water consumption

(b) Steps taken by the Company for utilizing alternate sources of energy: None

(c) The Capital investment on energy conservation equipment: approx Rs .8 lacs

(a) Efforts made towards technology absorption:

ANIL puts lot of emphasis on providing technical assistance to its customers, through its state-of- the-art Research & Development Centre. Company has a team of well qualified scientists and industry specific specialists. During the year under review the center has focused on new products for Paper, Textile, and Food industries.

(b) The benefits derived like product improvement, cost reduction, product development or import substitution:

The Company has developed various following new products during the year under review;

• New product, which can improve the COBB value of various grades of paper and also give other benefits to the customers such as fiber peeling off reduction, improved whiteness and enhanced paper strength.

• new version of modified starch to suit the requirement of sizing on writing-printing grade paper

• New low cost adhesive formulation was developed for application in multiwall paper sack manufacturing.

• Development of new formulation, which will reduce manufacturing process for sizing on yarn of terry towel industry. .

(c) Details of Technology imported in last three years - Nil

(d) The expenditure incurred on Research & Development:

C. FOREIGN EXCHANGE EARNINGS AND OUTGO: