anglo-french drugs & industries limited · 2017-08-29 · notice notice is hereby given that...

NOTICE

NOTICE is hereby given that the 94th Annual General Meeting of Anglo-French Drugs & Industries Limited will be held on Thursday, 21st September 2017 at 4.30 pm at Hotel Abhimaani Vasathi, # 2/9, Dr. Rajkumar Road, Rajajinagar,Bengaluru- 560010, to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements (including Audited consolidated Financial Statements) of

the Company for the financial year ended 31st March 2017 together with the Report of the Board of Directors and Auditors

thereon.

2. To appoint a Director in place of Shri. Sanatkumar Shirali, (DIN:05260386), who retires by rotation and being eligible, offers

himself for re-appointment.

3. To consider and if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act,

2013 read with the Rules framed thereunder, Messrs. KAMG & Associates, Chartered Accountants (FRN: 311027E), be and

are hereby appointed as the Auditors of the Company in place of the retiring auditors M/s Ray & Ray, Chartered

Accountants, who has completed their term, for the next five years, (subject to ratification of their re-appointment at every

Annual General Meeting) to hold office from the conclusion of this Meeting till the conclusion of the 99th Annual General

Meeting of the Company, on such remuneration and out-of-pocket expenses, as the Board of Directors may fix.”

SPECIAL BUSINESS

4. To consider and approve revision in remuneration payable to Shri. Uddhav Kanoria (DIN 00108909), President

& Whole-time Director.

To consider, and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution.

RESOLVED THAT pursuant to Section II Part II of Schedule V of the Companies Act, 2013 and other applicable laws

and consent of the Members of the Company be and is hereby accorded for revison in remuneration payable to

Shri. Uddhav Kanoria (DIN: 00108909) President & Whole-time Director, w.e.f. 1st February 2017, on the terms of

remuneration as mentioned in the agreement dated 21-09-2017.

FURTHER RESOLVED THAT Shri U.G. Patel, Director, be and is hereby authorized to enter into necessary agreement on

behalf of the Company with Shri. Uddhav Kanoria.

5. To consider and approve Appointment of Shri. Nirbhay Kanoria (DIN: 02558300) as Director.

To Consider and if thought fit, to pass, with or without modification, the following resolution as an Ordinary

resolution.

RESOLVED THAT Shri. Nirbhay Kanoria (DIN: 02558300), who is appointed as an Additional Director of the Company in

the meeting of the Board of Directors held on 30th January 2017, who holds office up to the date of the ensuing Annual

General Meeting under Section 161 of the Companies Act, 2013 and in respect of whom the Company has received his

candidature for the Office of the Director be and is hereby appointed as a Director of the Company with effect from

1st February 2017, for a period of 3 years and be paid a remuneration plus perquisites as mentioned in the agreement dated

21-09-2017

FURTHER RESOLVED THAT Shri. U.G. Patel, Director, be and is hereby authorized to enter into necessary agreement on

behalf of the Company with Shri. Nirbhay Kanoria.

6. To consider and approve revision in salary of Mrs. Pallavi Kanoria, Vice President - HR

To consider and if thought fit, to pass, with or without modification, the following resolution as Special Resolution.

Anglo-French Drugs & Industries LimitedNo.41, 3rd Cross, V Block, Rajajinagar,

Bengaluru – 560 010CIN: L24230KA1923PLC010205

www.afdil.com

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RESOLVED THAT pursuant to Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meeting of

Board and its Powers) Rules 2014, the Board of Directors in their meeting held on 30th January 2017 revised the salary

payable to Mrs. Pallavi Kanoria, Vice President - HR, of the Company, with effect from 1st February 2017.

7. To consider and approve re-appointment of Shri. Abhay Kanoria (DIN: 00108894) as Chairman & Managing

Director, with effect from 1st April 2017.

To Consider, and if thought fit, to pass, with or without modification, the following resolution as Ordinary

resolution.

RESOLVED THAT pursuant to Part II of Schedule V to the Companies Act, 2013 consent of the Members of the Company

be and is hereby accorded for re-appointment of Shri. Abhay Kanoria (DIN: 00108894), as Chairman & Managing Director of

the Company for a period of three years from 1.4.2017 to 31.3.2020, on the same terms and conditions of his appointment

including remuneration payable to him remaining the same, as approved by the members at the 92nd Annual General

Meeting held on 21st September, 2015 unchanged.

FURTHER RESOLVED THAT the Board of Directors of the Company may revise, amend alter and vary the above terms of

remuneration at any time and the said remuneration is subject to approval of Shareholders of the Company, as

recommended by the Nomination & Remuneration Committee.

FURTHER RESOLVED THAT any one Director be and is hereby authorized to enter into necessary agreement on behalf of

the Company with Shri. Abhay Kanoria.

8. To consider and ratify the Appointment of Cost Auditors for Cost Audit of Formulations and to fix the Remuneration

for the financial year 2017-18.

To Consider, and if thought fit to pass with or without modification the following resolution as an Ordinary

resolution.

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act,

2013, and the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment

thereof, for the time being in force), Ms.Geetha Santhanagopalan, Practising Cost Accountant, (Membership No.13095) is

appointed as Cost Auditor of the Company, as recommended by the Audit Committee and approved by the Board of

Directors, to conduct the audit of Cost Accounts relating to Formulations for the Financial Year 2017-18 at its meeting held

on 22nd May 2017 and the said appointment be and is hereby ratified and shall be paid a remuneration of Rs.60,000/- per

annum (Rupees Sixty Thousand only), including out of pocket expenses payable to her.

FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to do all such acts and

take all such steps as may be necessary to give effect to this resolution.”

ANNEXURE TO NOTICE

Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013.

ITEM No.4

On recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting

held on 30th January 2017, approved the revision in remuneration payable to Shri. Uddhav Kanoria, President & Whole-time

Director, with effect from 1st February 2017, for the remaining period of his appointment till 9th August 2018, as under, due to

increase in overall responsibilities, subject to the approval of the Members of the Company.

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By order of the Board

B. SubbarayaluCompliance Officer

Bengaluru 10th August 2017

Registered Office:No.41, 3rd cross, V Block, Rajajinagar, Bengaluru 560 010

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I. Basic Salary at the rate of Rs.1,78,700/- per month.

II. Perquisities and allowances:

a. Rent free accommodation or House Rent Allowance in lieu thereof, and other perquisites like reimbursement of

expenditure incurred on Gas, Electricity, Power, Water and Furnishings.

b. Use of Company maintained car with driver. Use of the car for personal use to be billed to Shri. Uddhav Kanoria.

c. Contributions to Provident Fund and Superannuation Scheme as per Rules of the Company and contribution to Gratuity

Fund computed at half a month’s salary for every completed year of Service.

d. Personal Accident Insurance, annual premium.

e. Free residential telephone facility excluding long distance personal calls.

f. The reimbursement of Medical expenses for himself and family on domiciliary treatment up to a limit as per Rules of the

Company and coverage under Company’s group MEDICLAIM policy with an Insurance Company for self and family.

g. Leave Travel Concession for self and family once a year, in accordance with the Rule of the Company.

h. Leave as per the rules of the Company; encashment of un-availed earned leave at the end of tenure.

I. The Cost to the Company in respect of all perquisites shall not, together with the salary and commission exceed the

limits, stipulated in Part II of Section II of Schedule V to the Companies Act, 2013 as existing or as may be amended from

time to time.

j. For the purpose of computation of the said ceiling, contributions to the Provident Fund and Superannuation Scheme, to

the extent these either singly or put together, are not taxable under the Income Tax Act, 1961, Gratuity and encashment

of un-availed leave, shall not be included.

k. The perquisites and allowances are to be valued as per the Income Tax Rules, wherever applicable and actual cost to

the Company in other cases.

III. First Class Air or Air-conditioned/Executive Class Rail fares at his option for self to his home-town in India on termination of

the Agreement.

IV. The Agreement may be terminated at any time by either party giving to the other six English Calendar months’ prior notice in

writing or salary in lieu thereof.

Except Shri. Abhay Kanoria, Shri. Uddhav Kanoria and Shri. Nirbhay Kanoria, none of the other Directors of the Company, is

interested in this resolution.

The Board accordingly recommends the resolutions as set out in Item No.4 of the Notice for approval of the Members.

ITEM No. 5

On recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting

held on 30th January 2017, approved the appointment of Shri. Nirbhay Kanoria, as Additional Director, with effect from

1st February 2017, and the remuneration payable to him as under, subject to the approval of the Members of the Company.

Shri. Nirbhay Kanoria, son of Shri. Abhay Kanoria, Chairman & Managing Director of the Company, has graduated in both

Business Administration and Arts with Marketing and Economics as main respectively from the University of Texas at Austin and

as a part of his academic, had attended short term summer course in Economics with University of Warwick, England. Prior to

his return to India, he had served The Recreational Sports Centre, Austin, Texas, as Activity Supervisor.

Shri. Nirbhay Kanoria was working as Director (not on Board) taking care of the Administration and Marketing Departments of

the Company. His rich experience would benefit immensely the Company in taking forward further.

I. Basic Salary of Rs.1,25,000/- per month.

II. Perquisities and allowances:

a. Rent free accommodation or House Rent Allowance in lieu thereof, and other perquisites like reimbursement of

expenditure incurred on Gas, Electricity, Power, Water and Furnishings.

b. Use of Company maintained car with driver. Use of the car for personal use to be billed to Shri. Nirbhay Kanoria.

c. Contributions to Provident Fund and Superannuation Scheme as per Rules of the Company and contribution to Gratuity

Fund computed at half a month’s salary for every completed year of Service.

d. Personal Accident Insurance, annual premium.

e. Free residential telephone facility excluding long distance personal calls.

f. The reimbursement of Medical expenses for himself and family on domiciliary treatment up to a limit as per Rules of the

Company and coverage under Company’s group MEDICLAIM policy with an Insurance Company for self and family.

g. Leave Travel Concession for self and family once a year, in accordance with the Rule of the Company.

h. Leave as per the rules of the Company; encashment of un-availed earned leave at the end of tenure.

i. For the purpose of computation of the said ceiling, contributions to the Provident Fund and Superannuation Scheme, to

the extent these either singly or put together, are not taxable under the Income Tax Act, 1961, Gratuity and encashment

of un-availed leave, shall not be included.

j. The perquisites and allowances are to be valued as per the Income Tax Rules, wherever applicable and actual cost to

the Company in other cases.

III. The total remuneration payable by the Company including salary, Perquisites and allowances and remuneration payable

to him by other companies shall not exceed the limits stipulated in Schedule V to the Companies Act, 2013 as existing or as

may be amended from time to time.

IV. First Class Air or Air-conditioned/Executive Class Rail fares at his option for self to his home-town in India on termination of

the Agreement.

V. The Agreement may be terminated at any time by either party giving to the other six English Calendar months’ prior notice in

writing or salary in lieu thereof.

Except Shri. Abhay Kanoria, Shri. Uddhav Kanoria and Shri. Nirbhay Kanoria, none of the other Directors of the Company, is

interested in this resolution.

The Board accordingly recommends the resolutions as set out in Item No.5 of the Notice for approval of the Members.

ITEM NO. 6

Mrs. Pallavi Kanoria, W/o Shri. Abhay Kanoria, is the Vice President HR of the Company. Taking into account the Company's activities and consequent increase in her responsibilities, the Board of Directors of the Company, in terms of Section 188 of the

thCompanies Act, 2013 read with the Rules framed thereunder, at their meeting held on 30 January 2017, approved the revision stin her salary, with effect from 1 February 2017, subject to the approval of the Members of the Company.

1. Basic Salary of Rs.52,250/-

In addition to the above, Mrs. Pallavi Kanoria will be entitled for perquisites and allowances and other benefits as per the rules of the company. Consent of the Members of the Company be and is hereby accorded for the revision in remuneration payable to her.

Except Shri. Abhay Kanoria, Shri. Uddhav Kanoria and Shri. Nirbhay Kanoria, none of the other Directors of the Company, is interested in this resolution.

The Board accordingly recommends the resolution as set out in Item No.6 of the Notice for approval of the Members.

ITEM NO.7

On recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on 22nd May 2017, approved the re-appointment of Shri. Abhay Kanoria, Chairman & Managing Director, with effect from 1st April 2017, for further period of three years upto 31st March 2020, on the same terms & conditions including the remuneration payable to him remaining the same, subject to the approval of the Members of the Company.

Except Shri. Abhay Kanoria, Shri. Uddhav Kanoria and Shri. Nirbhay Kanoria, none of the other Directors of the Company, is interested in this resolution.


ITEM NO.8

ndOn recommendation of the Audit Committee, the Board of Directors of the Company at their meeting held on 22 May 2017 approved the appointment of Ms. Geetha Santhanagopalan, Cost Accountant, as Cost Auditor, of the Company, to conduct the audit of Cost Accounts relating to Formulations for the Financial Year 2017-18, on such remuneration including out of pocket expenses as may be fixed by the Chairman & Managing Director.

In accordance with the provision of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors shall be ratified by the Members of the Company.

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The Board of Directors have recommended the remuneration of Rs.60,000/- (Rupees sixty thousand only) including out of pocket expenses payable to the said Cost Auditor for conducting cost audit of the Company for the financial year 2017-18. Your Directors recommend the resolution for approval of the Shareholders.

No Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise, are deemed to be interested and concerned in this resolution.


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By order of the Board

Bengaluru 10th August 2017

Registered Office:No.41, 3rd cross, V Block, Rajajinagar, Bengaluru 560 010

B. SubbarayaluCompliance Officer

NOTES:

1. IN TERMS OF SECTION 105 OF THE COMPANIES ACT, 2013 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE

MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE

PROXY NEED NOT BE A MEMBER AND THE PROXY FORM, TO BE EFFECTIVE, MUST BE DEPOSITED AT THE

REGISTERED OFFICE OF THE COMPANY AT LEAST 48 HOURS BEFORE THE COMMENCEMENT OF THE

MEETING.

2. The quorum for the Annual General Meeting, as provided in Section 103 of the Companies Act,2013 read with Article 84, is

fifteen members, personally present in the meeting at the commencement of business.

3. The Register of Members and the Share Transfer Books of the Company will remain closed from Friday15th September

2017 to Thursday 21st September 2017(both days inclusive).

4. The Company has established the Electronic Connectivity with NSDL and CDSL to facilitate holding and transfer of shares

in de-materialized form. The International Securities Identification Number (ISIN) allotted to the Company's equity is

INE570E01016. The shareholders may get their holding into de-materialized form.

5. Members, holding shares in physical form, may notify change in their address, by quoting Folio Number, to the Company or

to the Share Transfer Agents. Those who hold shares in de-materialisation form, may notify the change in address to the

Depository Participant, where such shareholder have a demat account.

6. Copies of the Annual Report 2016-17, Notice of the said Meeting, Attendance Slip, Proxy Form and Ballot Form are being

sent by electronic mode to all those members whose e-mail addresses are registered with the Company/RTA or Depository

Participant for communication purposes unless any member has requested for a hard copy of the same. For members

who have not registered their e-mail addresses, physical copies of the Annual Report 2016-17, Notice etc., are being sent

by the permitted mode.

7. An explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 is annexed hereto.

8. Members who have not registered their e-mail addresses so far are requested to register their e-mail addresses for

receiving all communication including Annual Report, Notices, circulars etc., from the Company in electronic mode.

9. Members who wish to claim dividends, which remain unclaimed, are requested to either correspond with the Secretarial

Department at the Company's Registered Office or the Company's Registrars and Share Transfer Agents M/s.Canbank

Computer Services Ltd. Members are requested to note that dividends which are not encashed or claimed within seven

years and 30 days from the date of declaration of the Dividend, will, as per the provisions of Section 125 of the Companies

Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, transfer and Refund) Rules,

2016 (IEPF Rules, 2016), shallbe transferred to the Investor Education and Protection Fund (IEPF) a fund constituted by

the Government of India under Section 125 of the Companies Act, 2013. In view of this, members are advised to send the

entire un-encashed dividend warrants to the Company or our Registrars for revalidation and encash them before the due

dates.

Financial YearUnclaimed amount as on

31.3.2017. (Amount in Rs.)Due date/ date of transfer to Investor

Education and Protection Fund

2009-10

2010-11

2011-12

2012-13

1,50,291

1,44,736

1,62,539

1,68,827

13.12.2017

04.12.2018

16.12.2019

14.12.2020

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Statement of unclaimed Dividends for the previous years:

10. Remote e-Voting through electronic means:

a. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and

Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015

and Clause 35B of the Listing Agreement, the Company is pleased to provide members facility to exercise their right to vote thon resolutions proposed to be considered at the 94 Annual General Meeting (AGM) by electronic means and the business

may be transacted through Remote e-Voting Services. The facility of casting the votes by the members using Remote

electronic voting system from a place other than venue of the AGM ("remote e-voting") will be provided by National

Securities Depository Limited (NSDL).

thb. The facility for Voting through ballot paper shall be made available at the 94 AGM and the members attending the meeting

who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.

c. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be

entitled to cast their vote again.

d. The remote e-voting period commences on Monday 18th September 2017 (9:00 am) and ends on Wednesday 20th

September 2017 (5:00 pm). During this period members' of the Company, holding shares either in physical form or in

dematerialized form, as on the cut-off date of 14th September 2017, may cast their vote by remote e-voting. The remote

e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the

member shall not be allowed to change it subsequently.

e. The process and manner for remote e-voting are as under:

In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company / Depository

Participants(s)]:

(I) Open email and open PDF file viz; "Anglo-French Drugs & Industries Ltd remote e-voting.pdf" with your Client ID or

Folio No. as password. The said PDF file contains your user ID and password/PIN for remote e-voting. Please note

that the password is an initial password.(ii) Launch internet browser by typing the following URL: (iii) Click on Shareholder - Login(iv) Put user ID and password as initial password/PIN noted in step (i) above. Click Login.(v) Password change menu appears. Change the password/PIN with new password of your choice with minimum 8

digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password

with any other person and take utmost care to keep your password confidential. (vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles. (vii) Select "EVEN" of "Anglo-French Drugs & Industries Ltd". (viii) Now you are ready for remote e-voting as Cast Vote page opens. (ix) Cast your vote by selecting appropriate option and click on "Submit" and also "Confirm" when prompted. (x) Upon confirmation, the message "Vote cast successfully" will be displayed. (xi) Once you have voted on the resolution, you will not be allowed to modify your vote. (xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG

Format) of the relevant Board Resolution/ Authority letter etc., together with attested specimen signature of the duly

authorized signatory (ies) who are authorized to vote, to the Scrutinizer through e-mail to with

a copy marked to

https://www.evoting.nsdl.com/

[email protected]

[email protected]

Further, in accordance with the provisions of Section 124(6) of the Companies Act, 2013 and IEPF Rules, 2016, Shares on which dividend has not been paid or claimed for seven consecutive years or more, are liable to be transferred to IEPF Suspense Account.

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f. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section of www.evoting.nsdl.com or call on toll free no.:1800-222990.

g. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote.

h. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

i. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 14th September 2017.

j. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and thholding shares as of the cut-off date i.e. 14 September 2017, may obtain the login ID and password by sending a request

at [email protected] or

However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800222-990.

k. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be thallowed to vote again at the 94 AGM.

l. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.

m. Shri. Swaroop S.,Practising CompanySecretary, Membership No.8977 of M/s Swaroop, Ravishankar and Associates, has been appointed for as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.

thn. The Chairman shall, at the 94 AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of "Polling Paper" for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

o. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

p. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.afdil.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited, Dissemination Board, Mumbai.

[email protected]

ROUTE MAP TO THE AGM VENUE

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Address:

Hotel Abhimaani Vasathi, # 2/9, Dr. Rajkumar Road, Rajajinagar,Bengaluru- 560010,

Anglo-French Drugs & Industries LimitedNo.41, 3rd Cross, V Block, Rajajinagar, Bengaluru – 560 010

CIN: L24230KA1923PLC010205www.afdil.com

ATTENDANCE SLIP

I hereby record my presence at the Ninety Fourth Annual General Meeting held on Thursday 21st September 2017 at 4.30 PM at Hotel Abhimaani Vasathi, # 2/9, Dr. Rajkumar Road, Rajajinagar, Bengaluru- 560010,

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Folio No. / DP ID-Client ID

Full Name of the Shareholder in Block Letters

No. of Shares held

Name of Proxy (if any) in Block Letters

Note : 1. A proxy attending on behalf of Shareholder(s) should write the name of the Shareholder(s) from whom he holds Proxy.

2. Members are requested to bring their copy of the Annual Report to the Meeting as additional copies of the same will not be made available at the Meeting.

Signature of the Shareholder/Proxy/Representative*

*Srike out whichever is not applicable

Anglo-French Drugs & Industries LimitedNo.41, 3rd Cross, V Block, Rajajinagar,

Bengaluru – 560 010CIN: L24230KA1923PLC010205

www.afdil.com

PROXY FORM(Form No.MGT-11)

[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration Rules. 2014)

CIN

Name of the Company

Registered Office:

E-mail:

L24230KA1923PLC010205

Anglo-French Drugs & Industries Ltd.

No.41, 3rd Cross, V Block, Rajajinagar, Bengaluru – 560 010

Tel No.: 080-23156757, Fax No.080-23389963/23306596

[email protected], Website: www.afdil.com

:

:

:

:

Name of the Member(s):

Registered Address:

E-mail ID :

Folio No./Client ID or DP ID :

I/We, being the Member(s) of …………….............................… ........................................hereby appoint:

1) ______________________of _____________ having e-mail ID_____________________or failing him/her

and whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at

the Annual General Meeting of the Company, to be held on

and at any adjournment thereof in respect of such resolutions as are indicated below:

Hotel Abhimaani Vasathi, # 2/9, Dr. Rajkumar Road, Rajajinagar,

Bengaluru- 560010

10



Resolution

No.

Notes:

1. 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 before the commencement of the Meeting.

2. Please complete all details including details of Member(s) before submission.

I assent

to the resolution

I dissent

to the resolutionDescription

Signed this …….......................................……………………. Day of ………................................……. 2017.

Signature of Shareholder

Signature of Proxy holder (s)

Affix Revenue

Stamp

To receive, consider and adopt the Audited Financial Statements (including Audited consolidated Financial Statements) of the Company, for the financial year ended 31st March 2017 together with the Report of the Board of Directors and Auditors thereon.

To appoint a Director in place of Shri.Sanatkumar Shirali, (DIN: 05260386), who retires by rotation and being eligible, offers himself for re-appointment.

To Appoint statutory Auditors of the Company to hold office from the thconclusion of this meeting till the conclusion of the 99 Annual General

Meeting of the Company, in place of the retiring Auditors, and to authorize the Board of Directors to fix the remuneration.

To consider and approve revision in remuneration payable to Shri. Uddhav Kanoria (DIN: 00108909), President & Whole-time Director.

To consider and approve Appointment of Shri. Nirbhay Kanoria (DIN: 02558300) as Director.

To consider and approve revision in salary of Mrs. Pallavi Kanoria, Vice President –HR

To consider and approve re-appointment of Shri. Abhay Kanoria st(DIN: 00108894) as Chairman & Managing Director, with effect from 1

April 2017.

To consider and ratify the Appointment of Cost Auditors for Cost Audit of Formulations and fix the Remuneration for the financial year 2017-18.

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1.

2.

3.

4.

5.

6.

7.

8.

I/We appoint my / our above Proxy to vote in the manner as indicated in the box below:

BOARD OF DIRECTORS

SHRI ABHAY KANORIA, Chairman & Managing Director

SHRI U.G. PATEL

SHRI UDDHAV KANORIA - President & Whole-time Director

SHRI SANAT SHIRALI

SHRI N. AHMEDALI

Ms. NEHA GADA

SHRI N. PAULY SUKUMAR

SHRI NIRBHAY KANORIA

AUDITORS

RAY & RAY

Chartered Accountants

BANKERS

AXIS BANK

HDFC BANK

YES BANK

REGISTRARS & SHARE TRANSFER AGENTS

Canbank Computer Services Ltd.,

# 218, J.P. Royale, 1st Floor,

2nd Main Sampige Road

(Near 14th Cross), Malleswaram

Bengaluru - 560 003

Phone : 080-23469661/62 & 23469664/65

Fax : 080-23469667/68

E-mail : [email protected]

REGISTERED OFFICE

No. 41, 3rd Cross, V Block

Rajajinagar

Bengaluru - 560 010

Karnataka.

MANUFACTURING PLANTS

Plot No.4, Peenya Industrial Area

Phase II, Peenya

Bengaluru - 560 058

Karnataka.

Kharchi - Bilwara

Taluk Jhagadia

District Bharuch

Gujarat.

CONTENTS PAGE

PHARMACEUTICALS

FURNISHING FABRICS

With effect from 12th November 2014

Our Company which is listed with

OTCEI has been moved to

DISSEMINATION BOARD OF BSE

(BSE-DB) as per SEBI circulars.

Board's Report

Auditor's Report - Standalone

Standalone Balance Sheet

Standalone Statement of Profit & Loss

Standalone Notes to Balance Sheet

Standalone Cash Flow Statement

Standalone Notes to Account and Significant Accounting Policies

Auditor's Report - Consolidated

Consolidated Balance Sheet

Consolidated Statement of Profit & Loss

Consolidated Cash Flow Statement

Consolidated Notes to Balance Sheet

Consolidated Notes to Accounts and Significant Accounting Policies

1

15

20

21

22

24

31

40

43

44

45

47

54

3. FINANCIAL HIGHLIGHTS AND OPERATIONS

The consolidated Sales & Operating income during the year ended under review is Rs.12355 lakhs as compared to Rs.11618 lakhs of the previous year, a growth of 6.34%.

In the year under review, your Company launched 5 products in the segments of Systemic Antifungal, Topical Antifungal Probiotic + Vitamins, Cough Suppressant, Multivitamin/ Multimineral. These products are well received by medical profession.

On the Export front your Company is in the process of entering in to new markets in the countries like Kyrgyzstan, Uzbekistan and Lata countries and also in the process of registering the products. Your company is also continuing to get the global

tenders. Your company is also venturing in to new segments like Gummies Suppositories for export market.

Mr. Nirbhay Kanoria was appointed as an Additional Director of the Company on the Board with effect from 1/2/2017. Pursuant to the appointment, Mr. Nirbhay Kanoria holds office up to the date of forthcoming Annual General Meeting. Mr. Nirbhay Kanoria filed with the Company his consent to act as a Director as required under Section 149, 152 and other applicable provisions, if any of the Companies Act, 2013. A resolution seeking his appointment as Director is being placed before the members for approval.

4. DIVIDEND

Your Directors do not propose any dividend for the year under review.

5. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Companies Act, 2013, your Directors state, on the basis of information furnished by the Management and Auditors of the Company, that:

i. Applicable accounting standards have been followed in the preparation of the annual accounts.

ii. Appropriate accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as at 31st March 2017, and to the profit of the Company for the year ended on that date.

iii. Proper and sufficient care have been taken for the maintenance of adequate records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The accompanying Annual Accounts have been prepared on a going concern basis.

v. Proper internal financial controls were in place and were adequate and operating effectively; and

vi. Proper systems to ensure compliance with the provisions of applicable laws were in place and were adequate and operating effectively.

6. DIRECTORS

a. Board of Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sanat Shirali will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

b. Meetings of the Board

Four (4) Board Meetings were held during the financial year ended 31st March 2017 on 30th May 2016, 9th August 2016, 25th October 2016 and 30th January 2017. The time gap

Dear Share owners,

Your Directors have pleasure in presenting their 94th Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2017.

1. DISCLOSURE IN BOARD'S REPORT

Information required to be disclosed as per Section(s) 186, 188, 197(12) etc. of the Companies Act, 2013 read with relevant rules framed there under.

2. FINANCIAL SUMMARY AND RESULTS

The summary of consolidated (Company and its Wholly Owned Subsidiary) operating results for the year and Appropriation of divisible profits is given below:

Sales and other income

Profit/(Loss) for the year before Depreciation

Rs. in Lakhs

PARTICULARS Year Ended

31-3-2017

12355

223

11618

174

31-3-2016

Less: Depreciation

Profit/(Loss) before Tax

Less: Provision for Taxation - Current - DeferredProfit/(Loss) after tax

Add: Balance brought forward from Profit & Loss Account

Amount available for appropriation

Appropriation: Dividend Dividend Tax Transfer to General Reserve Balance carried to Balance Sheet

(196)

27

2 3

22

750

772

- - -

772772

(160)

14

44(53)

803

750

- - -

750750

23

Anglo-French Drugs & Industries Limited

2

between any two meetings was not exceeding one hundred and twenty days.

c. Independent Directors

The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided in sub-section 6 of Section 149 of the Companies Act, 2013.

7. SUBSIDIARIES

There is only one Wholly Owned Subsidiary Viz., Anglo-French Drugs & Industries Pte. Ltd., Singapore. As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Board's Report has been prepared on standalone financial statements and a report on performance and financial position of Wholly Owned Subsidiary included in the consolidated financial statements is included in the financial statements.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.afdil.com.

8. FIXED DEPOSITS

Your Company has not invited/accepted any fixed deposits during the year under review, as such; no amount of principal or interest on fixed deposit was outstanding on the date of balance sheet.

9. AUDITORS

a) Statutory Auditors:

b) Cost Auditors:

Ms. Geetha Santhanagopalan, Cost Accountant, Bangalore is appointed as Cost Auditors to conduct cost audit of the accounts maintained by the Company, in respect of the Formulations products for the financial year 2017-18.

c) Internal Auditors:

During the year under review, M/s B Choraria & Mates., Chartered Accountants, Bangalore carried out the internal audit exercise and submitted their report.

In compliance with the provisions of Section 139 and other applicable provisions, if any of Companies Act 2013 read with Rules framed thereunder, M/s KAMG & Associates, Chartered Accountants (FRN311027E) are appointed as the Statutory Auditors of the Company in place of the retiring auditors M/s Ray and Ray, Chartered Accountants, who have completed their term, for the next five years, subject to the approval by Members. (subject to ratification of their re-appointment at every Annual General Meeting) to hold office from the conclusion of this meeting till the

thconclusion of the 99 Annual General meeting of the Company.

10. INTERNAL FINANCIAL CONTROL (IFC) SYSTEM

As per the provisions of the Companies Act, 2013, the Directors have the responsibility for ensuring that the company has implemented robust system / framework for IFCs to provide them with reasonable assurance regarding the adequacy and operating effectiveness of controls to enable the Directors to meet with their responsibility.

The Company has in place a sound financial control system and framework in place to ensure

- The orderly and efficient conduct of its business,

- Safeguarding of its assets,

- The prevention and detection of frauds and errors,

- The accuracy and completeness of the accounting records and

- The timely preparation of reliable financial information.

A formal documented IFC framework has been implemented by the Company. The Board regularly reviews the effectiveness of controls and takes necessary corrective actions where weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud risk controls and Information Technology environment. Based on this evaluation, there is nothing that has come to the attention of the Directors to indicate any material break down in the functioning of these controls, procedures or systems during the year. There have been no significant events during the year that have materially affected, or are reasonably likely to materially affect, our internal financial controls. The management has also come to a conclusion that the IFC and other financial reporting was effective during the year and is adequate considering the business operations of the Company.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure I to the Report and forms a part of this Report.

12.EXTRACTS OF ANNUAL RETURN

As required under the provisions of sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of annual return in Form No. MGT-9 forms part of this report as Annexure II

13.RELATED PARTY TRANSACTIONS

Related party transactions that were entered into during the financial year were on arm's length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company.

3

There are no material related party transactions which are not in ordinary course of business or which are not on arm's length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

Pursuant to the provisions of Section 188(1) of the companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of contracts and arrangements entered between the Company and the Related Parties, in the prescribed Form AOC-2, are as per Annexure III.

14.AWARDS AND RECOGNITION

Your Company has received the “The HR Practice Award (SME) in recognition of the innovative HR Practices and thus setting bench marks for other organizations to follow, awarded

thby the HR Club, Mumbai at the 7 National conference and game changers Awards.

15. APPROVALS

Your Company's WHO- GMP approval has been renewed for further periods in respect of its Tablet manufacturing plant at Peenya.

16. ACKNOWLEDGEMENTS

Your Directors acknowledges with gratitude the continued support, patronage and co-operation received from the Medical Profession, Trade, Banks, other Business Associates, the Central and State Governments and the Shareholders.

Your Directors also place on record their appreciation of all the employees of the company for their valuable contribution and dedicated service.

Bengaluru10th August 2017

On behalf of the Board

ABHAY KANORIAChairman & Managing Director

The Company is constantly concerned about energy conservation, but having regard to the present level of consumption and the nature of activities, which are not energy intensive, the need for taking special energy conservation measures has above not been immediately felt.

Please refer Form A hereunder.

ANNEXURE I TO THE DIRECTORS’ REPORT

The Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors’ Report for the year ended 31st March 2017.

a) Energy conservation measures taken

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy.

c) Impact of the measures at (a) and (b) for

reduction of energy consumption and consequent impact on the cost of production of goods.

d) Total energy consumption and energy consumption per unit of production.

FORM A[See Rule 2]

Form for disclosure of particulars with respect to conservation of energy.

A. Power and Fuel consumption:

1. Electricity a) Purchased : Units Total Amount [ in lacs] Rate/Unit [ ]

b) Own Generation : i) Through Diesel Generator Units Units per Ltr.of Diesel Oil Cost/Unit [ ]

ii) Through Steam Turbine/Generator Units Units per Ltr. of Fuel Oil/Gas Cost/Unit

2. Coal Quantity (tonnes) Total Cost [ ]

Current Year Previous year

1637200120 7.36

166562.30

24.77

Nil

Nil

1835879129

7.038

45407 3.58

13.66

Nil

Nil


4

A. CONSERVATION OF ENERGY :

3. Furnace Oil

Quantity (K.Ltrs) Total Amount [ in lacs] Average Rate [ per Ltrs]

4. Others/internal generation Quantity Total Cost Rate/Unit

B. Consumption per unit of Production : Particulars

Products (with details) Units Electricity Furnace Oil Coal Others

B. TECHNOLOGY ABSORPTION:

e) Efforts made in technology absorption. Please refer Form B hereunder.


NilNilNil

Nil

Standard [if any]

NilNilNil

Nil

Taking into account the number of formulations and furnishing fabrics manufactured by the Company and having regard to the records and other books maintained, it is not possible to apportion the consumption of utilities unit wise at this stage.

FORM B[See Rule 2]

Form for disclosure of particulars with respect to Technology Absorption:

Research and Development [R&D].

1. Specific areas in which R&D carried out by the Company.

:

2. Benefits derived as a result of the above R & D :

a) Formulations :Development of new formulations,new dosage forms, substitution ofimports by indigenous materials,improvement in process and stability of products.

b) Furnishing Fabrics : Nil

Launching of new products, increase in shelf life and reduction in costs.

Continuous development of new formulations.

3. Future plan of action :

5

4. Expenditure on R & D Current Year Previous year

Nil

28 28

0.23%

Nil2525

0.22%

a) Capital [ in lacs] b) Recurring [ in lacs]c) Total [ in lacs] d) Total R&D expenditure as a percentage of total turnover

1. Efforts in brief made towards technology absorption, adaptation and innovation.

2. Benefits derived as a result of the above efforts e .g. product improvement, cost reduction, product development, import substitution, etc.,

3. In case of imported technology (imports during the last 5 years reckoned from the beginning of the financial year) following information may be furnished.

a) Technology imported b) Year of Import c) Has technology been fully absorbedd) If not fully absorbed, areas where this has

not taken place, reasons therefore and future plans of action.

Regular absorption of updatedtechnical information.

Improved processes and operatingefficiencies, cost reduction.

Not Applicable

Technology absorption, adaptation and innovation

:

:

:

:

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans.

b. Total foreign exchange used ( in lacs)Total foreign exchange earned ( in lacs)

Continuous efforts are made to increase exports and developnew export markets.


170705

103989





6

1 Manufacturing of Pharmaceutical Formulations 21002 99.86%

2 Furnishing Fabrics 13921 0.14%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

1 Anglo-French Drugs & Industries Pte Ltd, Singapore

Subsidiary 2(87)

2 Abhay Kanoria Family Trust Associate 2(6)

201309075E 100%

NA 60.37

7

Form No. MGT - 9

EXTRACT OF ANNUAL RETURN as on the financial year ended on 31.3.2017

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) L24230KA1923PLC010205

ii) 01/02/1923

CIN

Registration Date

iii) Anglo-French Drugs & Industries Ltd.Name of the Company

iv) Company having Share Capital Category / Sub-Category of the Company

v) No 41, 3rd Cross, V Block, Rajajinagar,Bengaluru – 560 010Tel No.2315 6757 Fax No.2338 9963

Address of the Registered office and contact details

vi) YesCompany Shifted to BSE – Dissemination Board from OTC Exchange of India with effect from 12.11.2014

Whether listed company

vii) Canbank Computer Services Limited, J.P. Royale, 1st Floor, # 218, 2nd MainSampige Road, Malleswaram,Bengaluru - 560 003Tel No.080-23469661/62

Name, Address and Contact details of Registrar and Transfer Agent, if any

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No.

Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the company

Sl. No.

Name and address of the CompanyHolding / Subsidiary/

Associate Applicable

SectionCIN/GLN % of

shares held

ANNEXURE II TO THE BOARD'S REPORT

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the Year 1.4.2016

No. of Shares held at the end of the year 31.3.2017 % Change

during the Year

Demat Total % of total

Demat Physical Total % of Total

A. Promoters

(1) Indian

a) Individual / HUF

b) Central Government

c) State Government

d) Bodies Corp

e) Banks /FI

f) Any other

Sub-total (A) (1):-

701695 3650 705395 60.679 -

(2) Foreign

b) Other- Individuals

c) Bodies Corp

d) Banks /FI

e) Any other

705395 60.679 701745

- - - - - - - -

Total Shareholding of Promoter(A) = (A) (1) + (A) (2)

701695 705395 60.679 701745 705395 60.679 -

B. Public Shareholding

1. Institutions

Sub-total (A) (2)

a) Mutual Funds

b) Banks / FI

c) Central Government

d) State Government (s)

e) Venture Capital funds

- 150 0.013 - 150 150 0.013 -

f) Insurance Companies 210000 210000 18.065 210000 - 210000 18.065 -

g) FIIs

h) Foreign Venture Capital funds

i) Others (specify)

Sub-total (B)(1):- 21000018.078210000 150 210150 18.078 -210150


8

Physical

3650 3650 0.314 3650 0.314 --

701745701695 701745 60.365 - 701745 60.365 -50

3700

-

3700

150

-

150

a) NRIs - Individuals

2. Non-Institutions

54900 5.094 55250

125950 184360

5.12259200

57670 15.889 58410

4300 59550

15.858184720127050

4300

0.031

0.002620 0.225 2620 - 2620 0.225

415

2620

0.035 425 - 425 0.036

-

-

a) Bodies Corp.

i) Indian

ii) Overseas

b) Individuals

i) Individual shareholders holding nominal share capital upto Rs.2 lakh

ii) Individual shareholders holding nominal share capital in excess of Rs.2 lakhc) Others (specify)

Resident Indians HUF

NRI non repatriable

115605 21.245 116705 21.245 0.00

415

Nil NilC. Shares held by Custodian For GDRs & ADRs

Nil Nil Nil Nil Nil Nil -

39.325 326705 457105 39.325 0.00325605 457105Total public Shareholding (B) = (B) (1) + (B) (2)

Grand Total (A+B+C) 100 1028450 1001027300 1162500 1162500

Sub-total (B) (2) :-

- - -- - - - -- - - -- - - - --

- - -- - - - --

- - -- - - - --

246955

- 3650

- - -- - - - --

- - -- - - - --

- - -- - - - --

- - -- - - - --

- - -- - - - --

3650

- - - - - - - --

- - - - - - - --

- - - - - - - --

- - - - - - - --

- - - - - - - --

- - - - - - - --

- - - - - - - --

131350 130250

131500 130400

135200 134050

- - - - - - - --

- - - - - - - --

0.03

0.001

246955

0SINo

Shareholder’s Name No. of Shares

Shareholding at the beginning of the year 1.4.2016

Shareholding at the end ofthe year 31.3.2017

0.017

% of Shares

Pledged/encumbered

to totalShares

No. ofShares

% of total

Sharesof the

company

% Change in shareholdingduring

the year

% of Shares

Pledged/encumbered

to total Shares

1 Binod Kumar Kanoria 200

% of total

Sharesof the

company

200 0.017 -

0.0523 Prabhadevi Kanoria 600 600 0.052 -

0.0172 Binod Kumar Kanoria (HUF) 200 200 0.017 -

0.0045 Abhay Kanoria Family Trust 50 00 0.00

30.0836 Abhay Kanoria Trustee

349725 701745 60.365 30.282

30.2777 Pallavi Kanoria 351970 0.00 0.00 -

(ii) Shareholding of Promoters

-

-

-

-

-

-

-

-

-

-

-

-

0.2284 Binod Kumar Kanoria 2650 2650 0.228 ---

0

SI.No.

Shareholding at the beginning of the year

Cumulative Shareholdingduring the year

No. of Shares

No. ofShares

% of total Sharesof the company

% of total Sharesof the company

(iii) Change in Promoters' Shareholding (please specify, if there is no change)

Particulars

9

-

60.679Total 705395 705395 60.679 --

At the beginning ofthe year 1.4.2016 705395 705395

Date wise Increase/ Decrease in Promoters Share holding during the year specifying The reasons for increase / decrease (e.g allotment/transfer/ bonus/sweat equity etc):

60.679 60.679

At the End of the year 31/3/2016

Abhay Kanoria Family Trust

30.282

705395 70539560.679 60.679

SI.No.


Cumulative Shareholdingduring the year

0For Each of the Top 10 Shareholders No. of

Shares% of totalShares of

the company

% of totalShares of the

company

No. of Shares

0At the beginning of the year 1.4.2016

Life Insurance Corporation of India 7.7490000

Reliance Net Limited

3.8745000General Insurance Corporation Of India

3.23

37500

National Insurance Company Ltd 37500

3.23

3950

Padmanabh Trading (P) Ltd

0.34

3650

Jyotsna Jitendra Desai

0.31

2350

Thakkar Bina J

0.20Trendsetter Investments Pvt. Ltd

Date wise Increase /Decrease in Shareholding during the yearspecifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):

4200

The New India Assurance Company Limited

0.36

2050 0.18

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):


10

4.1047650

(v) Shareholding of Directors and Key Managerial Personnel:

SI.No.


Cumulative Shareholdingduring the year ended

0

For Each of the Directors and KMP No. ofShares

% of total Shares of the company

Mr. U.G Patel

Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g.allotment / transfer / bonus / sweat equity etc):

No. ofShares

% of total Shares of the company

Mr. B. Subbarayalu 200 0.02 200 0.02

At the beginning of the Year 01.04.2016

200 0.02 200 0.02

At the End of the year 31.3.2017

200 0.02 200 0.02

Mr. B. Subbarayalu 200 0.02 390 0.03

Mr. U.G Patel

- -

At the End of the Year ( or on the date of separation, ifseparated during the year 31.3.2017)

1

3

4

5

7

8

9

10

6

2

- - - -

1

2

2

1

7.74

3.87

3.23

3.23

0.34

0.31

0.20

0.36

0.18

4.10

Reliance Capital Fin. Trust

90000

45000

37500

37500

3950

3650

2350

4200

2050

47650

Life Insurance Corporation of India 7.7490000

Reliance Net Limited

3.8745000General Insurance Corporation Of India

3.23

37500

National Insurance Company Ltd 37500

3.23

3950

Padmanabh Trading (P) Ltd

0.34

3650

Jyotsna Jitendra Desai

0.31

2350

Thakkar Bina J

0.20Trendsetter Investments Pvt. Ltd

4200

The New India Assurance Company Limited

0.36

2050 0.18

4.1047650

1

3

4

5

7

8

9

10

6

2

7.74

3.87

3.23

3.23

0.34

0.31

0.20

0.36

0.18

4.10

Reliance Capital Fin. Trust

90000

45000

37500

37500

3950

3650

2350

4200

2050

47650

Transfer Date of Transfer:13.10.2016No. of Shares:190

(V) INDEBTEDNESS

Indebtedness of the Company including interest outstanding/ accrued but not due for payment

Deposits TotalIndebtedness

UnsecuredLoans

Secured Loansexcludingdeposits

i) Principal Amount

Indebtedness at the beginning of the financial Year - CC/TL1.4.16 to 31.3.17

1769 Nil653 2422

ii) Interest due but not paid Nil Nil15 15

iii) Interest accrued but not due 2 NilNil 2

Total (i+ii+ iii) 1771 668 Nil 2439

Change in Indebtednessduring the financial year

Addition 1178 137 Nil 1315

Reduction

Net Change 171 85 Nil 256

Indebtedness at the end of the financial Year

i) Principal Amount 1942 Nil753 2695

ii) Interest due but not paid Nil Nil20 20

(VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and /or Manager: (April 2016 to March 2017)

0

Total Amount

Name of MD/WTD/ Manager

Particulars of RemunerationSI.No.

Mr. Uddhav KanoriaMr. Abhay Kanoria

( in Lacs)

11

Total (i+ii+iii) 1959 Nil774 2733

iii) Interest accrued but not due 17 Nil0.11 17

( in lacs)

1 Gross salary(a) Salary as per Provisions contained in section 17 (1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17 (2) Income-tax Act, 1961

(c) Profits in lieu of salary under section 17 (3) Income tax Act, 1961

9.00 8.32 22.19

2 Stock Option Nil Nil Nil

3 Sweat Equity Nil Nil Nil

4 Commission - as % of profit others, specify Nil Nil Nil

5 Others, Please specify Nil Nil Nil

Total (A) 42.00 21.05 70.43

Ceiling as per the Act, Per Annum 42.00 42.00

33.00 12.74 48.24

- - -

1007 Nil52 1059

Mr. Nirbhay Kanoria1.2.2017

4.88

Nil

Nil

Nil

Nil

7.38

42.00

2.50

-

( in Lacs)

B. Remuneration to other Directors:

Total Amount

(Rs)

Name of Directors

Particulars of RemunerationSI.No.

80000 30000

Mr. N. AhmedaliMr. Sanat Shirali

Independent Directors

Mr. U.G Patel Mr. V.B.Haribhakti

50000 40000 250000

Total (2)

Total Managerial Remuneration

Total (1) 80000 30000 50000 40000 250000


12

30000 30000

30000 30000

- - - - 280000

Overall Ceiling as per the Act Per Meeting

Rs. 1 Lakh Rs. 1 Lakh Rs. 1 Lakh Rs. 1 Lakh

C) REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/ MANAGER/WTD (April 16 to March 17)

Key Managerial personnel

Particulars of RemunerationSI.No. Company

SecretaryMr. Naveen Gupta,

CFO 20.4.2016

Total

CEO

1

2

Fee for attending board committee meetings

- Commission - Others, - Please Specify

Other Non-Executive Directors

Mr. N. Pauly Sukumar

Fee for attending board Committee meetings

- Commission - Others, - Please specify

- - - -

- - -

- - -

Total (B) = (1+2) 110000 30000 50000 40000 280000

1. Gross salary

Nil

13.00- 13.00

2. Stock Option Nil Nil Nil

Nil3 Sweat Equity Nil Nil Nil

Nil4. Commission - as % of profit - others, specify.....

Nil Nil Nil

Nil5 Others, please specify Nil Nil Nil

Total Nil 29.60

None

-

Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

(a)

Value of perquisites u/s 17(2) Income Tax Act, 1961

(b)

Profits in lieu of salary under section 17(3) Income-Tax Act, 1961

(c)

Ms. NehaGada

50000

50000

-

-

-

50000

-

Rs. 1 Lakh

16.6016.60

29.60

Penalty

Punishment

Compounding

Penalty

Punishment

Compounding

Penalty

Punishment

Compounding

(VII) PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Authority (RD / NCLT /

COURT

Appeal made, if any (give

details)

Details of Penalty/Punishment/

Compounding fees imposed

Brief Description

13

Section of the Companies ActType

B. DIRECTORS

A. COMPANY

C. OTHER OFFICERS IN DEFAULT

NIL

ANNEXURE III TO THE BOARD'S REPORT

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

FORM NO. AOC -2

Form for Disclosure of particulars of contracts/ arrangements entered into by the company with related parties referred to in sub section(1) of section 188 of the Companies Act, 2013 including certain Arm's length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis.

2. Details of contracts or arrangements or transactions at Arm’s length basis.

SL. No. Particulars Details

1 Name (s) of the related party &nature of relationship

a. Sudarshan Services Ltdb. Shri. Abhay Kanoria/Mrs Pallavi Kanoriac. Shri. Abhay Kanoria

2 Nature of contracts/ arrangements/transaction a. Rent & Administrative Chargesb. Payment of monthly rent for the Flat at Bangalore leased to the Companyc

located

. Payment of monthly rent for the Flat located at Gurgaon, leased to the Company

3 Duration of the contracts/ arrangements/transaction

a. Agreement renewed from 1.4.2016b. Agreement renewed from 2.2.2016c. Agreement entered into on 18.10.2016

4 Salient terms of the contracts orarrangements or transactionincluding the value, if any

a. Rent - Rs.11,40,000/- per annum Administrative Charges- Rs.2,39,223/- per annumb. Rent - Rs.9,13,674/- per annum Rs.9,13,674/-

(1.4.2016 to 30.3.2017)per annum

c. Rent - Rs.1,54,375/-

5 Date of approval by the Board a. 30.05.2016b. 15.11.2015c. 25.05.2015

6 Amount paid as advances, if any Nil




14


There were no contracts or arrangements or transactions entered into during the year ended March 31, 2017, which were not at arm's length basis.

control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017, and its profit / loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2016,

('the Order') issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure A , a statement on the matters specified in paragraphs 3 and 4 of the said Order.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with in this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the Directors as on 31st March 2017 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March 2017 from being appointed as director in terms of Section 164(2) of the Act.

INDEPENDENT AUDITORS' REPORT ON STANDALONE FINANCIAL STATEMENT

Report on the Financial Statements

We have audited the accompanying standalone financial statements of Anglo-French Drugs & Industries Limited(“the Company”) which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles accepted in India, including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent, and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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 financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial

TO THE MEMBERS OF ANGLO-FRENCH DRUGS & INDUSTRIES LIMITED.

15

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

I. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements – Refer Note 27(2) to the standalone financial statements;

II. The Company has no material foreseeable losses, if any, on long-term contracts including derivative contracts.

III. The Company is not required to transfer any amount to the Investor Education and Protection Fund.

IV. The company had provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance with the books of accounts maintained by the company.

Other Matter

The closing inventory as on 31st March 2017 have not been verified by us & the same have been verified & certified by the Management. The Company owes a sum of Rs.131.66 Lacs as on 31st March 2017 from Viva Remedies, which in the opinion of the Company the amount is good and recoverable from Viva Remedies. In the process of recovery, Viva Remedies has given a sum of Rs.6 Lacs, during the financial year 2017-2018. The Company is in the process of taking Professional Tax Registration for the States of Kerala, Madhya Pradesh and Tamil Nadu. The Professional Tax registration has already been obtained in the State of Madhya Pradesh and the entire amount due towards the Profession Tax Registration is paid in the month of July 2017, in compliance of the law.

RAY & RAYChartered Accountants

Firm's Registration No.301072E

Mrinal Kanti BandyopadhyayPartner

Membership No.051472Place of Signature: BengaluruDate: 10th August 2017

16


For and on behalf of

(b) According to the information and explanation given to us, the following are the disputed statutory dues which have not been deposited.

Service Tax demand amounting to Rs.137 Lacs against which appeal is pending before appropriate authority.

Sales tax/Vat demands amounting to Rs.186 Lacs against which the Company has preferred appeals.

viii. According to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowing to a financial institution, bank, Government or dues to debenture holders.

ix. The company has not money raised by way of initial public offer or further public offer (including debt instruments) and term loans were applied for the purposes for which those are raised.

x. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

xi. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in

ANNEXURE TO THE AUDITORS' REPORT

The Annexure referred to in our report to the members of Anglo-French Drugs & Industries Limited for the year ended March 31, 2017.

We report that:

i. a) The Company has maintained proper records showing full particulars including quantitative details and situations of fixed assets.

b) According to the information and explanation given to us, most of the fixed assets have been physically verified by the Management during the year in a phased program and no material discrepancies were noted on such verification. In our opinion, the frequency of such verification is reasonable having regard to the size of the company and the nature of its assets.

c) The title deeds of immovable properties are held in the name of the company.

ii. As explained to us & on the basis of certificate given to us, all the inventory of the Company has been physically verified during the year by the management. In our opinion and according to the information and explanations given to us, the frequency of the verification is reasonable having regard to the size of the Company and the nature of its business.

iii. According to the information and explanation given to us, the Company has neither granted nor taken any loans to and from the companies, firms or other parties as listed in the register maintained under section 189 of the Companies Act, 2013. Accordingly, provisions of Clause 3 (iii) (b) & (c) of the Order are not applicable to the Company.

iv. According to the information and explanation given to us, company has not given any loans, made any investments, given any guarantees & security, so provisions of section 185 and 186 of the Companies Act, 2013 are not applicable.

v. The Company has not accepted any deposits during the year and so the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 are not applicable.

vi. The Central Government has prescribed for the maintenance of the cost records under section 148(1) of the Companies Act, 2013 in respect of the products of the Company and according to the information and explanations given to us such accounts and records have been made and maintained.

vii. (a) According to the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident fund, Employees State Insurance, Investor Education and Protection Fund, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Cess, Custom Duty and other statutory dues applicable to it.

17

PeriodAmount(Rs. in Lacs)

Name of the Assessing Authority

April 2006 to August 2008 82 CESTAT-Bengaluru

Sept 2008 to March 2009 34 CESTAT-Bengaluru

2011-2012 to 2013-2014 21 CESTAT-Bengaluru

Total 137

PeriodAmount(Rs. in Lacs)


2002-2003 1 JCCT-Appeals-Patna

8

3 DCCT-Appeals-Lucknow

2004-2005

2005-2006

JCCT-Appeals-Patna

3 JCCT-Appeals-Dhar Pithampur

6 JCCT-Appeals-Dhar Pithampur

2006-2007

44

2007-2008

15

2008-2009

16 ACCT-Mumbai & Pithampur

2009-2010

54 ACCT-Mumbai

2010-2011

36 DCCT-Bengaluru

2011-2012

2014-2015

JCCT-Appeals-Dhar Pithampur


186Total

18


accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. All transactions with the related parties are in compliance with sections 177 and 188 of Companies Act,2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards.

xiv. The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

xv. The company has not entered into any non-cash transactions with directors or persons connected with him.

xvi. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For RAY & RAYChartered Accountants



Membership No.: 051472Place of Signature: BengaluruDate: 10th August 2017

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India .

ANNEXURE - B TO THE AUDITORS' REPORT

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (i)

OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 ("THE ACT")

We have audited the internal financial controls over financial reporting of Anglo-French Drugs & Industries Limited (“the Company”) as of 31st March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. Management's Responsibility for Internal Financial Controls The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

19





0Particulars Notes

As at March 201731st

As at March 201631st

I. EQUITY AND LIABILITIES

(i) Shareholder’s Funds(a) Share Capital(b) Reserves and Surplus

1 116 1162 1576 1571

(ii) Non-Current Liabilities(a) Long-Term Borrowings(b) Deferred Tax Liabilities (Net)(c) Other Long Term Liabilities(d) Long Term Provisions

3456

1092166312

41

716163324

41

(iii)789

10

163421781042

218

8003 TotalII. ASSETS

(i) Non-Current Assets(a) Fixed Assets (i) Tangible Assets

(b) Non- Current Investments(c) Long Term Loans and Advances(d) Other Non-Current Assets

111841

4778

1213

14

(ii) Current Assets

(a) Inventories(b) Trade Receivables(c) Cash & Bank Balances(d) Short-Term Loans and Advances(e) Other Current Assets

1516171819

18772876

981092

94

Total 8003

The Notes referred to above are an integral part of Balance Sheet. Significant Accounting Policies and Notes on Accounts as Note “27”

For and on behalf of the Board of DirectorsAs per Our report of even date,For RAY & RAYChartered AccountantsFirm Registration Number 301072E

MRINAL KANTI BANDYOPADHYAYPartnerMembership No. 051472 Place: BengaluruDate: 10th August 2017

U.G. PATELDirector


171130041419

285

9722

1742

8931

35602999

511066

184

9722

Current Liabilities(a) Short-Term Borrowings(b) Trade Payables(c) Other Current Liabilities(d) Short-Term Provisions

STANDALONE BALANCE SHEET AS AT 31st MARCH 2017 ( In lacs)

B. SUBBARAYALUCompliance Officer

20

--

NAVEEN KUMAR GUPTAChief Financial Officer


Year ended31st March 2017

Particulars Year ended31st March 2016

Notes

(551)

2415

333

196

3379

12316

IV. Expenses :Cost of Materials Consumed

Purchase of Stock-in-TradeChanges in Inventories of FinishedGoods, Work-in Progress and Stock-in Trade

Employee Benefits Expense

Finance Costs

Depreciation and Amortization Expense

Other expenses

Total Expenses

22

23

24

25

11

26

3657

2887

3520

2361

(73)

2065

201

160

3256

11490

I. Revenue From Operations Less: Excise Duty

II. Other Income

III. Total Revenue (I+II)

2011480

123

11603

11821341

12840552

21

1228838

12326

V. Profit Before Exceptional and Extraordinary items and Tax ( III - IV) 10 113

VI. Exceptional Items

VII. Profit Before Extraordinary Items and Tax (V - VI) 10 113

VIII.Extraordinary Items

IX. Profit Before Tax ( VII - VIII) 10

23

113

X Tax Expenses:(1) Current Tax(2) Deferred Tax

Prior period Expenses

XI Profit / (Loss) For The period from Continuing Operations (IX-X)

44

5 46

XII. Profit / (Loss) from Discontinuing Operations

XIII.Tax Expenses of Discounting Operations

XIV. Profit / (Loss) from Discontinuing Operations (XII - XIII)

XV. Profit/ (Loss) for the period (XI + XIV) 5 46

XVI.Earning per Equity Share

(1) Basic

(2) Diluted

0.43 4

The Notes referred to above are an integral part of Statement of Profit & Loss Significant Accounting Policies and Notes on Accounts as Note “27”

STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH 2017 ( In lacs)

23

21

As per Our report of even date,For RAY & RAYChartered AccountantsFirm Registration Number 301072E

For and on behalf of the Board of Directors


U.G. PATELDirector




0.43 4

B. CASH FLOW ARISING FROM INVESTING ACTIVITIES Outflow

( lacs)in

Year ended 31st March 2017


A. CASH FLOW ARISING FROM OPERATING ACTIVITIES

a) Increase / Decrease in inventories

b) Increase / Decrease in Short Term Loans & Advances

c) Increase in Trade receivables

d) Increase in Short Term Provisions

e) Increase in Other Current Assets

f) Increase in Other Current Liabilities

g) Increase in Trade Payables

Cash Generated From Operations

Net income tax ( Paid) / refunds

Net cash flow from operating Activities (A)

STANDALONE CASH FLOW STATEMENT FOR THE FOR PERIOD ENDED 31st MARCH 2017

113

-113

10

-10

1962

33234

- 564

1606

201-

17 384

(11)(-)(-) (11)

(7)(-)

(32) (39)

563

(1682)

27

(123)

66

(90)

376

826 (600)

(37)

(2)

(39)

66

(253)

(537)

5

(15)

290

471

458

27

485(23)

462

a) Acquisition of fixed Assets

b) Investment in Fixed Deposits

Inflow

a) Sale of fixed assets

b) Dividend Received

c) Interest Received

d) Increase in other Long Term Current Assets

Outflow

a) Increase / (Decrease) in Long Term Loans & Advances

Net Cash (Outflow) in course of Investing Activities

(100) (758)(2)

(142) (760)

1

-

11

- 12

150

-

7

- 157

47 47 135 135

(468)(83)

Profit / (Loss) Before TaxExtraordinary itemsNet Realisation towards sale of AssetProfit / (Loss) Before Tax but after extraordinary item

Add Back

a) Depreciationb) Bad debts written offc) Interest expensesd) Loss arising from changes in foreign currencye) Loss/(Profit) on sale of Fixed Assets / Assets written off Deduct:

a) Interest income b) Dividend income c) Gain arising from changes in foreign currency exchange rates of cash equivalent Cash operating Profit/ (Loss) before Working Capital Changes

Adjustments for Changes in Working Capital

22

(42)


( in lacs)



C. CASH FLOW ARISING FROM FINANCING ACTIVITIES

Unrealised gains arising from changes in foreign currency exchange rates of cash equivalents

STANDALONE CASH FLOW STATEMENT THE FOR PERIOD ENDED 31st MARCH 2017

120

78

441

-

- 639

110

(34) 32

20

Inflow

Net Cash used in Financing Activities

a) Inter-Corporate Deposits taken

b) Proceeds from Short Term Borrowings

c) Increase in other long term Borrowings

d) Increase in Car Loan

e) Increase in Long Term Provisions

222

150

(37)

85

(3) 418

(12)(332)

-(143)

-(42)

(529)

Outflow

a) Repayments of Long Term Liabilities b) Interest Paid c) Repayments of Short Term Loans / borrowingsd) Repayments of Inter-Corporate Deposits e) Dividends Paid (Incl. Dividend Tax) f) Repayment of Car Loan

16(201)

-(247)

-35

(397)

D. OTHERS

Equivalents (A + B + C + D) Cash and Cash equivalents at the begining of the year Cash and Cash equivalents at the close of year

(46)98

51

4652

98

Note :1. The above Cash Flow Statement has been prepared under the indirect method Cash Flow Statement issued by the 2. Previous year figures has been rearranged/regrouped wherever necessary.

as set out in Accounting Standard - 3 on Institute of the Chartered Accounts of India.

For RAY & RAYChartered AccountantsFirm Registration Number 301072E


23


U.G. PATELDirector




Issued Subscribed & Paid Up Capital :11,62,500 Equity Shares of Rs. 10 eachfully paid up (previous Year 11,62,500 Equity shares ofRs.10/- each)Of the above 704000 Shares are Issued by way ofBonus Shares by Capitalisation of General Reserve

As at 201731st March

As at 31st March 2016

STANDALONE NOTES TO BALANCE SHEET

200 200

B)

A)

At the beginning of the periodIssued during the periodShare Suspense Account

Outstanding at the end of the period

116 116

C) Reconciliation of the number of Shares Outstanding at the beginning and at the end of the reporting period

Current Year Previous Year

D)

No. Of Share

11,62,500

-

11,62,500

Value( in lacs)

116

116

No. of Share

11,62,500

11,62,500

116

116

Note: 1 Share Capital

Authorised Share Capital :20,00,000 Equity Shares of Rs. 10/- each(Previous Year 20,00,000 Equity Share of Rs.10/- each)

116 116

E) Share In the Company held by each Shareholder holding more than 5 percent shares;


7,01,745

-

90,000

3,49,725

3,51,970

90,000

60

-

8

1 Abhay Kanoria Family Trust represented by Mr. Abhay Kanoria

2 Smt. Pallavi Kanoria

3 Life Insurance Corporation of India

30

30

8

Note : 2 Reserves & Surplus

A) Capital Reserve As at Commencement of the Year Add: Transferred from Statement of Profit & Loss

4343- 43

B) Security Premium Reserve As at Commencement of the year Add: Received on further issue of shares

70-

7070

C) General Reserve As at Commencement of the Year Add: Transferred from Statement of Profit & Loss

549--

549549

D) Surplus/(Deficit) in the Statement of Profit and Loss As at Commencement of the year Add: Profit for the year

Less: Proposed Dividend

Less : Tax on Proposed Dividend

Less : Transfer to General Reserve

As at end of the Year

Total Reserves and Surplus

9095

86346

1576

909

1571

-

No. of Share % Held No. of Share % Held

-

24

( In lacs)

( In lacs)

-

- -

- -

- -

43

70

549

-

-

-914

-

-

-

Value( in lacs)

The Company is having only one class of shares i.e Equity carrying a nominal value of Rs. 10/- per share Every holder of the equity share of the Company is entitled to one vote per share held in the event of liquidation of the Company, the equity shareholders will be entitled to receive remaining assets of the Company after the distribution/repayment of all creditors. The distribution to the equity shareholders will be in proportion of the number of shares held by each shareholder


Note : 3 Long-Term BorrowingsTerm LoanFrom Banks (Secured)

Car Finance Loans from Banks(Secured by hypothecation of vehicles financed out of Proceeds of loans)

(Term Loan repayment are in form of EMI which are exceeding 12 months)

YES Bank Term Loan

(Term Loan repayment are in quarterly installments for four years)

From Others

Inter Corporate Deposits

50 92

135

725 347

1092 716

Deferred Tax Liabilities

Note : 4 Deferred Tax Liability

166

166

163

163Note: 5 Other Long Term Liabilities

Trade Payables

Deposits from C&F Agents

4

320

324

5

307

312

Note: 6 Long Term Provisions

Provision for Leave Encashment 41

41 41

Note: 7 Short Term Borrowings Loans payable on demand from Banks

Working Capital facilities (Secured) Secured against first hypothecation on Stocks and Book Debts ranking pari passu Cash Credit

-1711

1711

-1634

1634

Note: 10. Short-Term Provisions

A) Provision for employee benefits Gratuity Leave Encashment

3004

3004

2178

2178Note : 9 Other Current Liabilites

Statuatory Liabilities Accrued Liabilities (Medical Benefits, Travel, Insurance

Documentation Charges) Unpaid Dividends Advance from Customers Employee Related (Bonus, Commission, Exgratia and Salary Payable) Creditors-Capital Goods Other Payables (Other payables consists of amount payable to service providers)

117434

64167

-

754

1419

99108

6223159

57390

1042

26322

-

285 218

- -

Note: 8 Trade Payable

Creditors - Trade payable

-

25

HDFC Bank Term Loan

National Small Industries Corporation Ltd

27

41

- -

20312

-

B) Others - 3

( In lacs)

(Secured by hypothecation of Land, Buildings & Plant & Machinery)

-

-146

142144

- -

- -

-

Expenses

26

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TE

: 1

1 S

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As

se

ts S

ch

ed

ule

as

at

31

.03

.20

17

I. T

AN

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AS

SE

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Ne

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ros

s B

loc

kD

ep

rec

iati

on

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eh

old

La

nd

Bu

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gs

Pla

nt &

Ma

chin

ery

Co

mp

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rs

Fu

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re &

Fix

ture

s

Offic

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ts

Ve

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les

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tal

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us

Ye

ar

II. IN

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NG

IBL

E A

SS

ET

S

Tra

de

Ma

rks

& L

ice

nce

s

Gra

nd

To

tal

Pre

vio

us

Ye

ar

8

10

32

12

64

49

3

18

9

81

25

73

32

33

21

8 5

33

28

32

21

Pa

rtic

ula

rs

At

Co

st

as

on

01

-04

-20

16

Ad

dit

ion

s

De

du

cti

on

sC

os

t 3

1-0

3-2

01

7a

s o

n

As

on

0

1-0

4-2

01

6F

or

the

Y

ea

r D

ed

uc

tio

ns

Up

to

31

-03

-20

17

As

on

3

1-0

3-2

01

7

8

10

33

13

03

50

2

23

3

84

22

73

39

03

32

3 6

33

96

33

28

-

25

4

65

9

32

2

10

3

50

96

14

85

18

05 2

14

87

18

07

-

32

45

58

22

12

28

19

61

59 1

19

6

15

9

- -2

9

47

9

3

16

54

14

87

8

74

7

59

9

12

3

10

7

23

13

21

73

81

83

8 4

17

42

18

41

- 1

39 9

44 3 2

99

75

6 2

10

0

75

8

- - - - - -

32

32

65

1 -

32

65

1

- - - - - -

29

29

47

9

-

28

6

70

4

37

9

12

5

62

95

16

52

14

85

As

on

3

1-0

3-2

01

6

8

77

7

60

4

17

1

86

31

16

11

83

81

41

5 3

18

41

( In

lacs

)


Investment in Equity Instruments

5

2

24

58

89

5

2

24

16

47

Deposits Advance for Capital Assets

31-

31

304878

Trade receivables Less: Provision on doubtful debtors

129129

129129

Raw Materials

Packing Materials

Work-in-Process

Finished Goods

Stores and spare parts (Raw materials & Packing materials are valued at weighted Average method WIP & Finished Goods at Standard price and Store and spares at cost)

673

268

89

846

228

(227)

1877

1213

331

108

1379

529

3560

Debtors outstanding for a period exceeding six months

Unsecured, Considered Good

Others

367

2632

2999

a) Cash in Hand

c) Stamps c) Balance with Scheduled Banks: in Current Accounts

Other Bank Balances

-

-

10

-

41

51

3

1

20

-

74

98

Note : 12 Non -Current Investmentsothers

Note : 13 Long - Term Loans & Advances Unsecured Considered Good

Note : 14 Other Non Current Assets Unsecured Advances

Note :15 Inventories

Note : 16 Trade Receivables

350

2526

2876Note : 17 Cash & Bank Balances Cash and Cash Equivalents

27

As at31st March 2017


QUOTED - AT - COSTShares in Industrial Development Bank of India Limited5760 shares of 10 eachShares in Vijaya Bank19400 Shares of 10 each Shares in Singapore wholly owned SubsidiaryInvestment in Fixed Deposits

i) In Margin Money Accountsii) In Fixed Deposit Accounts

- -

- -

- -

Considered Good

( In lacs)

b) Cheques in Hand - -

28

in Cash or in kind or for value to be received

(CENVAT, Service Tax, Gratuity Fund & Other Advances)Income Tax (Net of Provision)

Deposits(Leave License & Earnest money Deposits)

Advance to Suppliers & Others

Advance to Employees

1066 1092

Note 19 Other Current Assets

Prepaid Expenses

94

94

184

184

Note : 18 Short-term Loans & Advances Others Unsecurred, Considered Goods



12746

13

11

50

18

12840

11601

14

19

155

31

11821

123

19

17 -

-

38

Note : 20 Revenue from operation

a) Sale of Products- Pharmaceutical/ Fabrics

b) Other Operating IncomeSale of Scrap

Excise duty recovered on operating income

Conversion Charges/ Income from Job Work

Export Duty Credit/ Duty Drawback

Insurance Claim Local Miscellaneous Income - Non Operating Liabilities Written Back Profit/(Loss) on sale of Assets Exchange Rate (Loss)/Gain

Note : 21 Other Income

Note : 22 Cost of Materials Consumed

1284012840

1182111821

Opening Stock Purchases Freight & Carriage Inward

6733329

-4002

8202481

-3301

Less : SalesLess: Closing Stock

Raw Material Consumed 2786 2625

A) Raw Material Consumed

Opening Stock

Purchases

261

902

1163

-

8953520

Less :Sales

Consumption

268

933

1201

1

8703657

B) Packing Material Consumed

638

83

172

134

39

549

63

146

282

52

1 -Commission Recevied

11 Interest on Others

1 22

60 1

32 7

31213

3673

( In lacs)

NOTES TO PROFIT & LOSS STATEMENT (STANDALONE)

1 1Miscellaneous-operating Income

268 Less :Closing Stock 331




1379

108

1487

Closing Stock of:

Finished Goods

Work in Process

Total (A)

847

89

936

847

89

936

(551)

Opening Stock of :

Finished Goods

work in Process

Total (B)

Increase /(Decrease) in Work In Progress, Finished Goods and Stock in trade (A-B)

Total (B)

775

88

863

(73)

2095 1786

5695

19

-

17

133

2415

3181

15

1

19

132

2065

Total (A)

Note: 23 Increase / ( Decrease) In Work in Progress, Finished Goods and Stock-in Trade

Note : 24 Employees Remuneration & benefits A) Salary, Wages, Allowances & Other Benefits

Contribution to Gratuity Fund Contribution to PF ESI Contribution

C) Staff Welfare Expenses

Group Insurance

Others Staff Welfare Expenses

B) Contribution to PF and other funds

29

Note: 25. Finance Cost

Term Loan

Working Capital Loans

Vehicle Loan

Others

(Interest on Inter-Corporate Deposits and C&F Deposits net off Interest on Bank Deposits)

B) Other Borrowing Cost Processing Charges 2

333

(72)

180

15

71

13

196

17

105

7

201

A) Interest Expenses:

Selling Expenses

Advertisement & Publicity

Business Promotion Expenses

Bad Debts written off

Provision for Doubtful Debts

Clearing, Forwarding & Freight

Rebates & Discount Allowed

Insurance Expenses-Goods-in Transit

Handing Expenses

Clearing & Forwarding Agents Commission

9

1

393

1

1

185

212

4

10

419

Note: 26 Other Expenses

A) Selling & Distribution Expenses

18

3

282

5

1

164

329

5

8

276

( In lacs)

7 4

4

1

4

4

1

5

Charity & Donations

Conveyance Expenses

Electricity & Water

Festival & Celebration Expenses

Factory Power & Fuel

Insurance Charges

Job-work Charges-Manufacturing Service charges

Legal & Professional Fee

Loss on Sale of Fixed Assets

Membership Fee & Subscription

Office & General Expenses

Postage, telegram

Bank Charges

Printing & Stationary

Rent

Rates & Taxes

84

36

64

4

887

46

8

43

49

3

4

3379

9

1

42

2

181

10

125

62

17

68

89

22

15

101

125

29

6

63

15

10

2

25

24

2

158

10

114

89

-

44

100

15

45

74

138

22

84

29

63

5

924

45

2

42

36

2

3

3256

B) Operating, Administrative & Other expenses

Consumption of Stores and SparesAuditors Remuneration

Statutory Audit Fees

Tax Audit Fee

Certification and other matters

Repairs & Maintenance

Building

Plant & Machinery

Others

Security Expenses

Telephone & Telex Charge

Laboratory Expenses

Tour & Travelling Expenses

Vehicle Running & Maintenance

ERP Expenses

Sales Tax

Excise Duty

Directors Fee

Trade Marks

30

3

71

10

( In lacs)

Foreign Exchange Rate Fluctuation on Exp.

28

34 -

- -Research & Development

- 0Sundry balance Written off


NOTE 27

STANDALONE NOTES TO ACCOUNT AND SIGNIFICANT ACCOUNTING POLICIES

1. Significant Accounting Policies forming part of the Balance Sheet as at 31st March 2017 and Statement of Profit & Loss for the Year ended 31st March 2017.

a) Basis of accounting

i) Basis for presentation of Financial Statements

The financial statements have been prepared and presented under the historical cost convention on an accrual basis of accounting and in compliance with the Accounting Standards as specified under Sec.133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules 2014, other pronouncements of the Institute of Chartered Accountants of India and guidelines issued by the Securities and Exchange Board of India, to the extent applicable and as consistently applied by the company.

ii) Use of Estimates

The Presentation of financial statements requires the management of the company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of financial statements and the reported amount of income and expenses during the year. Examples of such estimates include provisions for doubtful debts, employee benefits, provisions for income taxes, useful life of depreciable assets and provisions for impairments if any.

b) Fixed Assets

(a) Fixed assets are stated at cost less depreciation. Capital work in progress includes pre-operative expenses.

(b) Expenditure incurred on projects / expansion during implementation is capitalized and apportioned to various assets on commissioning / completion of the same.

c) Depreciation

Depreciation on fixed assets is provided on straight- line method on the basis of useful life of the assets prescribed in the schedule II of the Companies Act, 2013.

d) Investments

Investments are stated at cost. Provision is made, where, there is a permanent fall in the value of investment.

e) Inventories

Inventories are valued at the lower of cost (Weighted average basis) and the net realisable value after providing for obsolescence and other losses, where considered necessary. Cost includes all charges in bringing the goods to the point of sale, including octroi and other levies, transit insurance and receiving charges. Work-in-progress and finished goods include appropriate proportion of overheads.

f) Retirement Benefits

The Companies contribution in respect of Provident Fund is charged to the statement of Profit & Loss account each year. The same is deposited with Employee's Provident Fund Organization.

With respect to Gratuity liability the contribution is made to Gratuity Fund established as Trust maintained by the company. Gratuity Liability is determined on actuarial basis by the independent valuer & the same is charged to the statement of Profit & Loss account.

With respect to Superannuation Fund, which is maintained for few employees is contributed Life Insurance Corporation of India under LIC Superannuation Policy.

The liability for earned leave on retirement has been provided on the basis of actuarial valuation at the end of the accounting period.

g) Research & Development

Capital expenditure on Research & Development is treated in the same way as expenditure on fixed assets. The revenue expenditure on Research & Development is written off in the year in which it is accrued.

31

h) Foreign Currency Translations

The foreign currency balances receivable/payable as at the year end are converted at the closing rate, and the exchange difference has been recognized in the Statement of Profit and Loss or adjusted in the value of fixed assets, as applicable.

i) Income Recognition

a) Sales are stated net of returns, excise duty and VAT, CST etc.b) Dividend income is accounted on receipt basis. c) Interest on fixed deposits is recognized on earned basis.

j) Taxes on Income

Current tax is determined as the amount of tax payable in respect of taxable income for the period. Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax assets and deferred tax liabilities, on timing differences, being the temporary difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

Minimum Alternate Tax (MAT) under the provisions of the Income tax Act, 1961 is recognised as current tax in the Statement of Profit and Loss. The credit available under the Income Tax Act, 1961 in respect of MAT paid is recognised as an asset only when and to the extent there is convincing evidence that the company will pay normal tax during the period for which the MAT credit can be carried forward for set-off against the normal tax liability. MAT credit recognised as an asset is reviewed at each Balance Sheet Date and written down to the extent the aforesaid convincing evidence no longer exists.

k) Impairment of Fixed Assets

At each Balance Sheet date management assesses, using external and internal sources, whether there is an indication that an asset may be impaired. An impairment occurs when carrying value of an asset exceeds the present value of future cash flows expected to arise from the continuing use of the asset and its eventual disposal. The impairment loss to be expensed is determined as the excess of the carrying amount over the present value.

l) Earnings per share

Basic earnings per share is computed using the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of shares and dilutive equity equivalent shares outstanding during the period, except when results would be anti dilutive.

2. Contingent Liabilities not provided for in respect of:

a) Service Tax demand amounting to 137 Lacs against which appeal is pending before appropriate authority

b) Sales Tax / Value Added Tax demand amounting to 186 Lacs against which the Company has preferred appeals.

32

Period Amount (Rs. in Lacs)April 2006 to August 2008

Sept. 2008 to March 2009

Total

82

34

137

2011-2012 to 2013-2014 21

Period Amount (Rs. in Lacs)2002-2003

2004-2005

Total

1

8

186

2005-2006 32006-2007 3

2007-2008 62008-2009 44

2009-2010 15

2010-2011 16

Name of the Assessing AuthorityCESTAT - Bengaluru

CESTAT - Bengaluru

CESTAT - Bengaluru


2011-20122014-2015

JCCT-Appeals-Patna

JCCT-Appeals-PatnaDCCT-Appeals-Lucknow





ACCT-Mumbai & Pithampur

ACCT-MumbaiDCCT-Bengaluru

54

36


d) Counter Guarantees given to the Banks against guarantees given by them on Company's behalf 565 Lacs (previous

year 514 Lacs).

e) Letters of Credit opened and outstanding is 9 Lacs (previous year NIL)

3. Estimated amount of contracts remaining to be executed on Capital Commitments and not provided for 5 lacs (Previous year 14 lacs).

4. The provision for leave encashment as on 31.03.2017 is detailed as under

5. Investments other than in subsidiary have been accounted as per Accounting Standard (AS) 13 on “Accounting for Investments”. Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long term investments are carried at cost. However, provision for diminution in value, if any, is made to recognize a decline other than temporary in the value of the investments.

6. Closing stock of Finished goods includes samples amounting to 45 Lacs, which are not meant for sale.

7. The Company has not received any memorandum ( as required to be filed by the suppliers with notified authority under the Micro, Small and Medium Enterprise Development Act, 2006) Claiming their status as Micro, Small and Medium Enterprises. Consequently, the amount paid / payable to these parties during the period is Rs. Nil.

8. Managerial remuneration

9. Employee Benefits

Disclosure as required by Accounting Standard on Employee Benefits (AS 15) Revised 2005 issued by the Institute of Chartered Accountants of India.

a) (i) Defined Contribution Plans

The Company has recognized the following amounts in the Statement of Profit and Loss for Defined Contribution Plans:

(ii) State Plans

The Company has recognized the following amounts in the Statement of Profit and Loss for the Contribution to State Plans :Current Year Previous Year

in lacs

1946

in lacs

1540

Employee's State Insurance Employee's Pension Scheme


in lacs

5319

3428

62

in lacs

5122

2924

53

Balance as at the beginning of the yearLess paid during the year

Add provisions made for the year

Balance at the end of the year

33

(a) Salary

Contributions to Provident Fund & Other Funds Perquisites

(b) Directors' Fees

Current Year Previous Year in lacs

70

85

833

86

? in lacs

43

71565

267


in lacs 7

in lacs 7Superannuation Fund

Commission - -

34

(iii) Defined Benefit Plans

Salaries, Wages & Bonus Includes 28 Lacs (Previous Year 24 Lacs ) towards provision made as per actuarial valuation in respect of accumulated leave encashment / compensated absences.

The details of the Company's Gratuity Fund for its employees including the Chairman & Managing Director are given below which is certified by the actuary and relied upon by the auditors:


in lacs in lacs

42 35(a) Provident Fund

(b) Leave Encashment / Compensated Absences ( In lacs)

(c) Contribution to Gratuity Funds

in lacs

Change in the Benefit Obligations: Liability at the beginning of the year – CurrentLiability at the beginning of the year – Non-CurrentInterest CostCurrent Service CostBenefits PaidActuarial Loss / (Gain) Amount Due for resigned employees but not paidLiability at the end of the yearFair Value of plan assets:Fair Value of Plans assets at year beginning of the yearExpected Return on Plan AssetsSpecial deposit with the BankContributionsBenefits PaidActuarial Gain/ (Loss) on Plan AssetsAmount Receivable from the companyBalance payable by the companyFair Value of Plans assets at the end of the yearTotal Actuarial Loss / (Gain) to be recognizedActual Return on Plan Assets:Expected return on Plan AssetsActuarial (Gain) / Loss on Plan AssetsActual return on Plan AssetsAmount Recognized in the Balance Sheet:Liability at end of the yearFair value of Plan Assets at the end of the yearAmount recognized in the balance sheet under” Current Assets, loans and Advances” / (“Current Liabilities & Provisions”)

Expenses recognized in the Statement of Profit & Loss :Interest costCurrent Service costExpected return on plan assetsNet Actuarial (gain) / loss to be recognizedExpenses recognized in the Statement of Profit & Loss under “Employee Emoluments"

20316291227

-263

19814

-5

1214

-

Nil219

-

141428

263219

5

1629

141455

-

March 2017 March 16

-205

152029

9-

203

21316

- 5

297-

Nil198

-

161633

203198

5

1520

1616

3

-


The long term estimate of the expected rate of return on fund assets has been arrived based on the above allocation and the prevailing yields on these assets. The investments in gratuity fund has been permitted to invest as per Insurance Regulatory and Development Authority

Defined benefit plans - Gratuity( In Lacs)

Particulars

Defined benefit obligation

Plan assets

Surplus/(deficit)

2016-17

263

219

(44)

2015-16

203

198

(5)

2014-15

205

213

8

2013-14

186

207

21

2012-13

(209)

204

(5)

2011-12

(203)

199

(4)

Note : No reported experience adjustments on plan liabilities and plan assets.

Principal Assumptions

Particulars Current Year (%) Previous Year (%)

Discount RateReturn on Plan Assets

7.437.43

7.918.00

Investment Pattern

Particulars Current Year Previous Year

Central Government Securities / State Government Securities / Securities guarantee by state/ central government

- -

Public Sector / Financial Institutions Bonds - -

Portfolio with mutual Funds

Others

TOTAL

97.79

2.21

100.00

97.69

2.31

100.00

10. Major components of deferred tax assets and liabilities arising on account of temporary timing differences are:

Depreciation


Provision for leave Encashment

Bonus

Carry forward Loss

Total

Net


Assets in Lacs

Liabilities in Lacs

Assets in Lacs

Liabilities in Lacs

219 230

43

4

20

-

67

43

4

20

0

67219

152

230

163

35

The deferred tax asset on the carry forward losses have been recognized only to the extent that there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax asset can be realized.

11. Segment information for year ended 31st March 2017

1. Information about Primarily Business Segments

Revenue

a. Pharmaceuticals

b. Furnishing

c. Unallocated

Total

Less: inter segment revenue

Net Sales/Income from operations

12311

14

-

12325

-

12325


11567

34

1

11602

-

11602

Result

a. Pharmaceuticals

b. Furnishing

Total

Less:

i) Interest (net)

ii) Unallocable expenditure net of unallocable income

Profit before Tax

386

(23)

363

(332)

(21)

10

334

(5)

329

(201)

(15)

113

Pharmaceuticals Furnishing Fabrics Unallocated Total

Current Year

PreviousYear

Current Year

PreviousYear

Current Year

PreviousYear

Current Year

PreviousYear

Other Information

Segment assets

Segment liabilities

Capital Expenditure

Depreciation

9525

8033

100

195

7842

5997

758

152

30

8

-

1

51

14

-

7

83

166

-

-

63

163

-

-

9638

8207

100

196

7956

6174

758

160

2. Information about Secondary Business Segments

India Outside India Total

Current Year

PreviousYear

Current Year

PreviousYear

Current Year

PreviousYear

Revenue by geographical market External

Inter-segment

Total

Carrying amount of segment assets

Additions to fixed assets

12325

-

12325

9638

100

10353

-

10353

7956

758

705

-

705

-

-

1249

-

1249

-

-

13030

-

13030

9638

100

11602

-

11602

7956

758

36

( in Lacs)


3. Notes:(i) The Company is organized into two main business segments, namely:

- Pharmaceuticals - Furnishing Fabrics

Segments have been identified and reported taking into account, the nature of products and services, the differing risks and returns, the organization structure and the internal financial reporting systems.

(ii) Segment Revenue in each of the above domestic business segments primarily includes sales, processing charges and exports incentives in the respective segments.

Segment revenue comprises of: Current Year Previous Year

in Lacs in Lacs

- Sales

- Other Income

12288

38

12326

11479

123

11602

(iii) The Segment Revenue in the geographical segments considered for disclosure is comprised of:(a) revenue within India includes sales to customers located within India and earnings in India.(b) revenue outside India includes sales to customers located outside India and earnings outside India.

(iv) Segment revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.

12. Related Parties disclosure

A. Associate Companies/Enterprises

Aakruti Investments Ltd.Abhay Kanoria Family TrustBroach Textile Mills Ltd.

Ekta Tie-up Pvt. Ltd.GBK Charitable TrustRadha Kesari Spinning Mills Ltd.

Sudarshan Exports Ltd.Sudarshan Services Ltd.

B. Key Management Person Mr. Abhay Kanoria

Mr. Uddhav KanoriaMr. Naveen Kumar Gupta

C. Relative of Key Management Person

Mrs.Pallavi Kanoria

Details of the transactions with related parties referred to in item (A) aboveCurrent Year Previous Year

in Lacs in Lacs

Associates/Companies/Enterprises1. Rent paid Sudarshan Services Ltd.

2. Receiving of Services – Administrative, Commercial & Accounting service Sudarshan Services Ltd.

Sudarshan Exports Ltd.

Interest Paid

Relatives of Key Management personnel

A Remuneration

Key Management personnel

Remuneration

11

2

5

4

37

Broach Textile Mills Ltd Sale of Land, Building, Plant & Machinery

4.

Nil 2

Nil 150

17 16

83 65

3.

13. Details of Raw Materials Consumed


in LacsQuantity Value

in LacsQuantity ValueDescription Unit

PHARMACEUTICALS

Calcium D Pantohenate IP

Miscellaneous (None individually account for more than 10% of total consumption)

Kgs 30881 843

1409

- -

2179

FURNISHING FABRICS

Yarn Kgs 6218 12

2786

2591 5

2624

14. Value of Raw Materials Stores and Spare Parts consumed:


in LacsValue

in LacsValueDescription

a) Raw & Packing Materials: Imported

Indigenous

-

100

100

154

2470

2624

6

94

100

% %

-

2786

2786

b) Stores and Spare Parts Imported Indigenous

-100

100

-4

4

-7

7

-100

100

15. Purchases of Finished Goods


in LacsValue

in LacsValueDescription

Formulations:

a) Tablets

b) Liquids

c) Injections

d) Capsules

e) Granules

f) Powder

g) Ointment

h) Raw Materials

I) Packing Materials

j) Others

k) Fabrics

921

672

155

624

3

50

387

-

-

71

-

2883

159

3458710

59598

35

-

217325

39936

-

399680

220

1126

390

187

270

-

190

179

-

18

1

2361

139

5804438

63863

56

1622

40985

63445

-

-

579528

-

Qty. Qty.Units

Million

Bottles

Litres

Million

Kgs

Kgs

Kgs

Kgs

Kgs

No’s

Mtrs

38

- -

Ascorbic Acid Kgs 101686 522 84690 440



in Lacs in Lacs

i) Raw Materials

ii) Components and Spare Parts

b) Expenditure in Foreign Currency

c) F.O.B. Value of Exports

i) In Foreign Currency

ii) In Indian Rupees

---

---

170

705

218

923

—

---

103

989

234

1223

16. a) Value of Imports on CIF basis

17. The company has mortgaged its land at Peenya and first charge on Plant and Machinery of the company on the term loan taken from HDFC Bank and Paripassu charge with Yes Bank. The company has charge on land, building and Plant & Machinery for the cash credit facility availed from HDFC Bank and Yes Bank.

18. The figures in respect of previous period have been regrouped /recast where ever necessary.

19. The figures in the statement profit & loss of the current year represent the amount for a period of twelve months as against a period of nine months of the previous year and hence are not comparable.

Signatures to Notes 1 to 27


39


U.G. PATELDirector




statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017, and its profit / loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016, ('the Order') issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, , a statement on the matters specified in paragraphs 3 and 4 of the said Order is not applicable for consolidated financial statements.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with in this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the Directors as on 31st March, 2017 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2017 from being appointed as director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure A”; and

INDEPENDENT AUDITORS' REPORT ON CONSOLIDATED FINANCIAL STATEMENT

Report on the Consolidated Financial Statements

We have audited the accompanying Consolidated Financial Statements of ANGLO-FRENCH DRUGS & INDUSTRIES LIMITED (the “Company”), and its subsidiary (the Company and its subsidiary constitute “the Group”), which comprise the Consolidated Balance Sheet as at 31st March 2017, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the period ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Consolidated Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles accepted in India, including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent, and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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 financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial

TO THE MEMBERS OF ANGLO-FRENCH DRUGS & INDUSTRIES LIMITED.

40


41

g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

I) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements – 27 to the standalone financial statements;

II) The Company has no material foreseeable losses, if any, on long-term contracts including derivative contracts.

III) The Company is not required to transfer any amount to the Investor Education and Protection Fund.

IV) The company had provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance with the books of accounts maintained by the company.

Other Matter

1. We did not audit the financial statements of one subsidiary, whose financial statements reflect total assets of Rs.99,87,129.76 as at 31st March, 2017, total revenues of Rs.91,51,450.21 for the period ended on that date, as considered in the consolidated financial statements. This financial statements have been audited by other auditor whose report has been furnished to us by the Management and our opinion, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, is based solely on the report of the other auditor.

2. We draw attention to Note 2.2 in the consolidated financial statements. The subsidiary of the Company ANGLO- FRENCH DRUGS & INDUSTRIES PTE. LTD. incurred a net loss of Rs.17,10,261.18 during the year ended March 31, 2017 and, as of that date, the Company's current liabilities exceeded its current assets by Rs. 1,11,18,887.52. These factors, along with other matters as set forth in Note 2.2 raise substantial doubt that the said subsidiary Company will be able to continue as a going concern. However, as per the views of auditors of the subsidiary company ANGLO- FRENCH DRUGS & INDUSTRIES PTE. LTD., material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. However, as per note 2.2, the Company's financial statements have been prepared on a going concern basis assuming that the Company will generate sufficient cash from its operations to pay its debts as and when they fall due and written confirmation have been obtained from the directors and Shareholders of the Company to provide continued financial support by way of additional support as and when required.

Our opinion is not modified in respect of the above matter.




Membership No.: 05147210th August 2017Bengaluru

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Holding Company have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

ANNEXURE - A TO THE AUDITORS' REPORT

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (i)

OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 ("THE ACT")

We have audited the consolidated internal financial controls over financial reporting of ANGLO-FRENCH DRUGS & INDUSTRIES LIMITED (“the Holding company”) as of 31 March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

42






I. EQUITY AND LIABILITIES

(i) Shareholder's Funds

CONSOLIDATED BALANCE SHEET AS AT 31st MARCH 2017



NotesParticulars

(a) Share Capital (b) Reserve and Surplus

12

1161434

1161411

(ii) Non-Current Liabilities

(a) Long-Term Borrowings (b) Deferred Tax Liabilities (Net)(c) Other Long Term Liabilities (d) Long Term Provisions

3456

1092166312

41

716163324

41

(iii) Current Liabilites

(a) Short-Term Borrowings(b) Trade Payables (c) Other Current Liabilities (d) Short-Term Provisions

789

10

171130101431

284

9597

163421591103218

7885II. ASSETS

(i) Non-Current Assets

(a) Fixed Assets 11

1742--

1841--

(i) Tangible Assets (ii) Intangible Assets (iii) Capital Work-in-Progress

(b) Non-Current Investments (c) Long Term Loans and Advances (d) Other Non-Current Assets

121314

6531

-

2378

-

(ii) Current Assets

(a) Inventories (b) Trade Receivables (c) Cash & Bank Balances (d) Short Term Loans and Advances (e) Other Current Assets

1516171819

35592898

531065

184

9597

18772777

1031092

94

7885

The Notes referred to above are an integral part of Balance Sheet Significant Accounting Policies and Notes on Accounts as Note “27”

( in Lacs)

Total

43



U.G. PATELDirector




CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH 2017

Particulars NotesYear ended

31st March 2017Year ended

31st March 2016

1. Revenue From Operations Less: Excise Duty

II. Other IncomeIII Total Revenue ( I+II)

IV. Expenses :

20

21

22

23

24

25

11

12867552 12315

4012355

11837341 11495

123

11618

(73)

2065

201

160

11604

3520

2361

3657

2887

(551)

2415

333

196

12328

V. Profit Before Exceptional and Extraordinary items and Tax (III - IV) 27 14

VI. Exceptional items

VII. Profit Before Extraordinary items and Tax (V-VI) 27 14

27 14IX. Profit Before Tax (VII - VIII)

X. Tax Expense :

(1) Current Tax

(2) Deferred Tax

2

3

22

44

23

(53)

Prior Period Expenses

XI . Profit /( Loss) for the period fromContinuing Operations (IX-X)

XII Profit /(Loss) from Discontinuing Operations

XIII. Tax Expense of OperationsDiscontinuing

XIV. Profit/(Loss) from DiscontinuingOperations (XII-XIII)

XV. Profit/(Loss) for the period (XI + XIV)

XVI. Earning per Equity Share:

(1) Basic

(2) Diluted

22 (53)

2 (5)

The Notes referred to above are an integral part of Statement of Profit & Loss Significant Accounting Policies and Notes on Accounts as Note ‘27’

Cost of Materials Consumed

Purchase of Stock-in-Trade

Changes in Inventories of FinishedGoods, Works-in-Progress and Stock- in

Trade

Employee Benefits Expense

Finance Costs

Depreciation and Amortization Expense

Other Expenses

Total Expenses

VIII. Extraordinary Items

44


( in Lacs)


U.G. PATELDirector




- (5)

26 33703391


CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD ENDED 31st MARCH 2017( in Lacs)



A. CASH FLOW ARISING FROM OPERATING ACTIVITIES

Profit / (Loss) Before TaxExtraordinary items Net Realisation towards sale of Asset Profit / (Loss) Before Tax but after extraordinary item

Add Back : a) Depreciation b) Bad debts written off c) Interest expense d) Loss arising from changes in foreign currency e) Loss / (Profit) on sale of Fixed assets / Assets written off Deduct: a) Interest Income b) Dividend income c) Gain arising from changes in foreign currency exchange rates of cash equivalent

Cash Operating Profit / (Loss) Before Working Capital Changes Adjustments for Changes in Working Capitala) Increase / (Decrease) in Inventoriesb) in Short Term Loans & Advances c) in Trade receivables d) in Short Term Provisions e) in Other Current Assets f) in Other Current Liabilities g) in Trade Payables

Cash generated from Operations Net Income Tax (paid) / refund

Net cash flow from operating Activities (A)

Increase / (Decrease)Increase Increase Increase Increase Increase

27

-27

563

(11)

580

(622)

(42)(2)

(44)

14

-14

390

(39)

365

137

502(23)

479

1962

33234(0)

(11)--

(1682)27

(121)66

(90)328850

1606

2016

17

(7)(-)

(32)

146(253)(547)

5(5)

347444

B. CASH FLOW ARISING FROM INVESTING ACTIVITIES Outflow

a) Acquisition of Fixed Assets b) Investment in FD

Inflow

a) Sale of fixed assets b) Dividend Received c) Interest Received d) Increase in other Long Term Current Assets

Outflow

a) Increase/(Decrease) in Long Term Loans & Advances

Net Cash (Outflow) in course of Investing Activities

(100)(42)

2-

11-

47

(142)

13

47

(82)

(758)(4)

150-7-

135

(762)

157

135

(470)

45

CONSOLIDATED CASH FLOW STATEMENT THE PERIOD ENDED 31st MARCH 2017



C. CASH FLOW ARISING FROM FINANCING ACTIVITIES Inflow

Net Cash used in Financing Activities

D. OTHERS

Unrealised gains arising from changes in foreign currency exchage rates of Cash equivalents

Equivalents ------- (A+B+C+D)

Cash and Cash equivalents at the beginning of the year

Cash and cash equivalents at the close of year

12078

441--

222145(37)

85(3)639 412

(12)

(332)

-

(143)

(42)

(529)

110

(34)

(50)

103

53

16

(201)

-

(247)

-

35

(397)

15

(6)32

50

53

103

Note :1. The above Cash Flow Statement has been prepared under the indirect method Cash Flow Statement issued by the 2. Previous year figures has been rearranged/regrouped wherever necessary.

as set out in Accounting Standard-3 on Institute of the Chartered Accountants of India

a) Inter-Corporate Deposits takenb) Proceeds from Short Term Borrowingsc) Increase in other long term Borrowings d) Increase in Car Loane) Increase in Long Term Provisions

Outflowa) Repayments of Long Term Liabilities

b) Interest paid

c) Repayments of Short Term Loans/borrowings

d) Repayments of Inter-Corporate Deposits

e) Dividends Paid (Incl. Dividend Tax)

f) Repayments of Car Loan

( in Lacs)

46

-



U.G. PATELDirector





( in Lacs)

CONSOLIDATED NOTES TO BALANCE SHEET

20 00 000 Equity Shares of Rs. 10/- each (Previous Year 20,00,000 Equity Shares of 10/- each)


As at 201731st March

200 200

1162500 Equity Shares of Rs. 10 eachfully paid up (Previous Year 1162500 Equity Shares ofRs. 10/- each)

Of the above 704000 Shares are Issued by way ofBonus Shares by Capitalisation of General Reserve

116

116 116

116

C) Reconciliation of the number of shares outstanding at the beginning & at the end of the reporting period

Current Year

Previous Year

No. of Share Value (Rs. )in Lacs No. of Share Value (Rs.in Lacs)

At the beginning of the periodIssued during the periodShare Suspense AccountOutstanding at the end of the period

11,62,500--

11,62,500

116 11,62,500

116 11,62,500

The Company is having only one class of Shares i.e Equity carrying nominal value of Rs. 10/- Per Share Every holder of the equity Share the Company is entitled to one vote per Share held in the event of of the Company, the equity Shareholders will be remaining assets of the Company after the distribution / creditors. The distribution to the equity shareholders will be in p the number of Shares held by each shareholder.

a of liquidation

entitled to receive repayment of all roportion of

E) Shares in the company held by each Shareholder Holding more than 5 percent Shares:

1 Abhay Kanoria Family Trust represented by Mr. Abhay Kanoria

2

3

Smt Pallavi Kanoria

Life Insurance Corporation of India

Note : 2 Reserves & Surplus

A) Capital Reserve As at Commencement of the Year Add: Transferred from Statement of Profit & Loss

No. of Share

Current Year

% Held

701745

-

90000

30

30

8

Previous Year

No. of Share % Held

349725

351970

90000

60

-

8

43 - 43

43 - 43

B ) Security Premium Reserve As at Commencement of the Year Add: Received on further issue of shares

70 - 70

70 - 70

C) General Reserve As at Commencement of the Year Add : Transferred from Statement of Profit & Loss

549 - 549

549 -

D Surplus/(Deficit) In The Statement of Profit and Loss As at Commencement of the Year Add: Profit for the year As at End of the year

Total Reserves and Surplus

750 22

-

802(53)

-

772

1434

749

1411

549

Note: I Share CapitalA) Authorised Share Capital:

B) Issued, Subscribed & Paid Up Capital:

D)

47

--

116

116

--

- -

Car Finance Loans from Banks(Secured by hypothecation of vehicles financed outof Proceeds of loans)(Term Loan repayment are in form of EMI which are exceeding 12 months)

HDFC Term LoanYES Term LoanNational Small Industries Corporation Ltd.

From OthersInter Corporate Deposits

50 92

27 135-

142--

725

1092

347

716Note : 4 Deferred Tax Liability

Deferred Tax Liabilities 166166

163163

Trade Payables Deposits from C & F Agents

5

307

312

4

320

324Note : 6 Long Term provisions

Provision for Leave Encashment 41

41 41

Note: 8 Trade Payable

Creditors - Trade payable

Working Capital facilities (Secured)

Secured against first hypothecation on Stocks and Book Debts ranking pari passu

Cash Credit

Others

1711

-

1711

-

1634

-

1634

117446

-

64167

--

754-

1431

2159

2159

Statutory Liabilities Accrued Liabilities (Medical Benefits, Travel, Insurance, Documentation Charges) Unpaid Dividends Advance from Customers Employee Related (Bonus, Commission, Exgratia and Salary Payable)

3010

3010

99168

-

6223

57391

-

1103

Gratuity Leave Encashment

26322

285

20312

218

Note : 3 Long-Term Borrowings

Term LoanFrom Banks (Secured)

Note: 5 Other Long Term Liabilities

Note: 7 Short Term Borrowings Loans payable on demand From Banks

Note:9 Other Current Liabilities

Creditors - Capital Goods Other Payables (Other payable consists of amount payable to service providers)

Note:10 Short-Term ProvisionsA) Provision for employee benefits

48

144

41

-

- -

159-

B) Others - 3

( in Lacs)

(Secured by Mortgage of Land, Buildings & Plant & Machinery)(Term Loan repayment are in Monthly Installment for Four years)

146


49

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5

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OthersInvestment In Equity Instruments

QUOTED-AT COSTShares in Industrial Development Bank of India Limited5760 Shares of Rs.10/- eachShares in Vijaya Bank19400 shares of Rs.10/- each Share in Singapore wholly owned SubsidiaryInvestment in Fixed Deposits

31-

31

3048

78

129129 -

-

129129 -

-

Trade receivables less : Provision on doubtful debtors

Raw MaterialsPacking MaterialsWork-in ProcessFinished GoodsStores and Spare Parts(Raw materials & Packing materials are valued at weighted average method WIP & Finished Goods at Standard Price and stores and spares at cost)Less:Provision for Inventories(Promotional, Stores and spares & chemicals)

1213331108

1379529

-

-

3559

673268

89846228

-

(227)

1877

Debtors Outstanding for a period exceeding six Months Unsecured, Considered Good Others Considered Good

173 -

2898

220-

2777

a) Cash in Hand

c) Stamps d) Balance with Scheduled Banks: In Current Account

Other Bank Balances i) In Margin Money Accounts ii) In Fixed Deposit Accounts

-

-

11

-4253

3

-

25

-74

103

in Cash or in kind or for value to be received (CENVAT, Service Tax, Gratuity Fund & Other Advances) Income Tax (Net of Provision) Deposits (Leave License & Earnest money Deposits) Advance to Suppliers & Others Advance to Employees

638-

83172

39

1065

184

184

549-

63146

28252

1092

94

94

Note: 12: Non-Current Investments

Note: 13 Long-Term Loans & Advances Unsecured Considered Good

Deposits

Note: 14 Other Non Current Assets Unsecured Advances

Note:15 Inventories

Note: 16 Trade Receivables

Note: 17 Cash & Bank BalancesCash and Cash Equivalents

Note: 18 Short-term Loans & Advances Others Unsecured, Considered Good

Note : 19 Other Current Assets

Prepaid Expenses

50

58 16

2725 2557

134

b) Cheque in Hand - 1


CONSOLIDATED NOTES TO PROFIT & LOSS STATEMENT Year ended 31st March 2017


a) Sale of Products - Pharmaceutical /Fabrics

b) Other Operating Income Sale of Scrap Excise duty recovered on Operating income Conversion Charges/Income from Job work

Miscellaneous - Operating Income

11618

1419

155

-

11837

12773

131150

1

12867 1286712867

1183711837

Insurance Claim LocalMiscellaneous Income-Non OperatingLiabilities Written BackProfit/(loss) on Sale of AssetsExchange Rate (Loss) / GainInterest on Others

19

17-2

11

40

12260

132

7

123

Opening Stock Purchases

6733329

4002

8202481

3301

3Less: SalesLess : Closing Stock

Raw Material Consumed

1213

2786

673

2625

Increase /(Decrease) in work in progress, and Stock in trade (A-B)

Finished Goods

1379108

1487Total (A) Total (A)

84789

936

Total (B)

84789

936

(551)

Total (B)

77588

863

(73)

Note : 20 Revenue from Operation

Note :21 Other Income

Note :22 Cost of Materials ConsumedA) Raw Material Consumed

3

Note : 23 Increase /(Decrease) in work in progress, Finished Goods and Stock - in -Trade

Closing Stock of:Finished GoodsWork in Process

Opening Stock of:Finished GoodsWork in Process

51

( in Lacs)

Commission Received -1 Export Duty Credit/Duty Drawback 3118

B) Packing Material Consumed

Opening StockPurchases

Less : Sales Less : Closing StockConsumption

268933

1201

1331

870

3657

261902

1163

-268

895

3520

Note : 25 Finance Cost

A) interest Expenses : Term Loan Working Capital Loans

Vehicle Loan Others (Interest on Inter Corporate Deposits and C&F Deposits net off interest on Bank Deposits)

196

17105

180

1571

B) Other Borrowing Cost Processing Charges 2

333

7

201

Note : 26 Other Expenses

A) Selling & distribution Expenses

29

3

370

5

1

164

329

9

1

393

1

1

185

212

Selling expenses

Advertisement & Publicity-

Business Promotion expenses

Bad Debts written off


Clearing Forwarding & Freight

Rebates & Discount Allowed

52

B) Contribution to PF and other funds

Contribution to Gratuity Fund

Contribution to PF

ESI Contribution

C) Staff Welfare Expenses

Group Insurance

Other Staff Welfare Expenses

2095

56

95

19

-

17

133

2415

1786

31

81

15

1

19

132

2065

Note : 24 Employees Remuneration & benefitsA) Salary, Wages, Allowances & other Benefits

13 (72)

54Insurance Expenses-Goods- in- Transit

810Handing Expenses

276419Clearing & Forwarding Agents Commission

( in Lacs)




53

Repairs & Maintenance

Building

Plant & Machinery

Others

6

63

15

Security Expenses

Telephone & Telex Charges

Laboratory expenses

Tour & Travelling Expenses

Vehicle Running & Maintenance

ERP Expenses

Sales Tax

Excise Duty

Directors Fee

Trade Marks

84

36

64

4

887

46

8

43

49

3

4

3391

84

29

63

5

924

45

2

42

36

2

3

3370

B) Operating, Administrative & Other expenses

Consumption of Stores and Spares 7 4

Auditors Remuneration

Statutory Audit Fees

Tax Audit Fee

Certification and other matters

10

1

5 16

10

1

4

Charity & Donations

Conveyance Exp.

Electricity & Water

Foreign Exchange Rate Fluctuation on Exp.

Festival & Celebration Expenses

Factory Power & Fuel

Insurance Charges

Job-Work Charges-Manufacturing Service charges

Legal & Professional Fee

Loss on Sale of Fixed Assets

Membership Fee & Subscription

Office & General Exp.

Postage, telegram

Bank Charges

Printing & Stationary

Rent

25

24

34

2

158

10

114

95

-

44

100

15

46

74

138

1

42

28

6

2

181

10

125

63

17

68

89

22

17

101

125

15

2

Rates & Taxes 22 29

3

71

10

( in Lacs)



Sundry balance Written off - -

1. Company overview

Anglo-French Drugs & Industries Ltd was incorporated on 1923. Together with its subsidiary Anglo-French Drugs & Industries Pte Ltd are hereinafter collectively referred to as 'the Group'. The Group is drug manufacturer engaged in the business of development, sale, management and operation of all or any part of Pharmaceutical Products.

2. Significant accounting policies

The accounting policies set out below have been applied consistently to the periods presented in these financial statements.

2.1 Basis of preparation of financial statements

The consolidated financial statements of the Group have been prepared and presented on accrual basis of accounting and complied with the Accounting Standards (“AS”) prescribed under the relevant provisions of the Companies Act, 2013 and other accounting principles generally accepted in India, to the extent applicable.

The consolidated financial statements have been prepared under the historical cost convention on an accrual basis. The accounting policies have been consistently applied by the Group and are consistent with those used in the previous year, except for the change in accounting policy explained below.

All assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013.

2.2 Principles of consolidation

?In accordance with Accounting Standard (AS) 21 - “Consolidated Financial Statements”, the financial statements of the parent company and the subsidiaries have been consolidated, on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses after eliminating intra-group balances / transactions and resulting unrealized profits in full. Unrealized losses resulting from intra-group transactions have also been eliminated in full. The amounts shown in respect of reserves comprise the amount of the relevant reserves as per the balance sheet of the parent company and its share in the post-acquisition increase in the relevant reserves of the subsidiaries.

?The difference between the cost of investment to the holding company, in the subsidiaries, over the net assets at the time of acquisition of shares in the subsidiaries is recognized in the financial statements as Goodwill or Capital Reserve, as the case may be. The holding company's portion of equity in such entities is determined on the basis of the book values of assets and liabilities as per the financial statements of such entities as on the date of investment and if not available, the financial statements for the immediately preceding period adjusted for the effects of significant transactions, up to the date of investment.

?The consolidated financial statements are presented, to the extent possible, in the same format as that adopted by the parent company for its separate financial statements.

?The consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances.

2.3 Going concern

The Company's financial statements have been prepared on a going concern basis which assumes that the company will generate sufficient cash from its operations to pay its debts as and when they fall due and written confirmation have been obtained from the directors and shareholders of the company to provide continued financial support by way of additional support as and when required.

2.4 Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles in India requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities on the date of the financial statements and the reported amounts of income and expenditure during the year reported. Actual results could differ from those estimates. Any revision to accounting estimates is recognized prospectively in the current and future periods.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

54


2.5 Revenue recognition

Revenue from sales of pharmaceutical products is recognized upon passage of title to the customer, which generally coincides with the delivery and acceptance. Revenue represents net invoices value.

2.6 Investments

Investments other than in subsidiary have been accounted as per Accounting Standard (AS) 13 on “Accounting for Investments”. Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long term investments are carried at cost. However, provision for

diminution in value, if any, is made to recognize a decline other than temporary in the value of the investments.

2.7 Fixed assets and depreciation

Tangible fixed assets

Fixed assets are carried at cost of acquisition or construction less accumulated depreciation. The cost of fixed assets includes freight, duties, taxes and other incidental expenses related to the acquisition or construction of the respective assets.

Borrowing costs directly attributable to acquisition or construction of those fixed assets which necessarily take a substantial period of time to get ready for their intended use are capitalised. Other borrowing costs are expensed as incurred.

Depreciation

Depreciation on Tangible Fixed assets is provided on the useful life computed as per Schedule II of the Companies Act, 2013. Pro-rata depreciation is provided on all fixed assets purchased or sold during the year.

Intangible Fixed Assets

Computer software is amortised using straight line method over a period of 5 years, which is estimated by the management to be the useful life of the asset.

2.8 Employee benefits

Defined benefit plan

The Company's gratuity plan is a defined benefit plan. The present value of gratuity obligation under such defined benefit plans is determined based on actuarial valuation carried out by an independent actuary using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measure each unit separately to build up the final obligation. The obligation is measured at the present value of estimated future cash flows. The discount rates used for determining the present value of obligation under defined benefit plans, is based on the market yields on Government securities as at the balance sheet date, having maturity periods approximating to the terms of related obligations. Actuarial gains and losses are recognized immediately in the profit and loss account. Gains or losses on the curtailment or settlement of any defined benefit plan are recognized when the curtailment or settlement occurs.

Other long term benefit

Cost of long term benefits by way of accumulating compensated absences arising during the tenure of service is calculated taking into account the pattern of availment of leave. The present value of obligations towards availment under such long term benefit is determined based on actuarial valuation carried out by an independent actuary using Projected Unit Credit Method as at the year end.The obligation is measured at the present value of estimated future cash flows. The discount rates used for determining the present value of obligation under defined benefit plans, is based on the market yields on Government securities as at the balance sheet date, having maturity periods approximating to the terms of related obligations. Actuarial gains and losses are recognized immediately in the profit and loss account. Gains or losses on the curtailment or settlement of any defined benefit plan are recognized when the curtailment or settlement occurs.

Defined contribution plan

Contributions to the recognized provident fund and approved superannuation schemes, which are defined contribution schemes, are charged to the profit and loss account.

55

2.9 Leases

Leases under which the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Such assets acquired are capitalised at fair value of the asset or present value of the minimum lease payments at the inception of the lease, whichever is lower.

For operating leases, lease payments (excluding cost for services, such as insurance and maintenance) are recognized as an expense in the statement of profit and loss on a straight line basis over the lease term. The lease term is the non- cancellable period for which the lessee has agreed to take on lease the asset together with any further periods for which the lessee has the option to continue the lease of the asset, with or without further payment, which option at the inception of the lease it is reasonably certain that the lessee will exercise.

2.10 Earnings / (loss) per share

The basic earnings / (loss) per share is computed by dividing the net profit / (loss) attributable to equity shareholders for the year by the weighted average number of equity shares outstanding during the year. The number of shares used in computing diluted earnings/ (loss) per share comprises the weighted average shares considered for deriving basic earnings/ (loss) per share and also the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the year, unless they have been issued at a later date. In computing diluted earnings per share, only potential equity shares that are dilutive and which either reduces earnings per share or increase loss per share are included.

2.11 Provisions and contingent liabilities

The Company recognizes a provision when there is a present obligation as a result of a past obligating event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow is remote, no provision or disclosure is made.

Provisions for onerous contracts, i.e. contracts where the expected unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it, are recognized when it is probable that an outflow of resources embodying economic benefits will be required to settle a present obligation as a result of an obligating event, based on a reliable estimate of such obligation.

2.12 Impairment of assets

The Company periodically assesses whether there is any indication that an asset or a group of assets comprising a cash generating unit may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. For an asset or group of assets that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the profit and loss account. If at the balance sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost. An impairment loss is reversed only to the extent that the carrying amount of asset does not exceed the net book value that would have been determined if no impairment loss had been recognized.

2.13 Taxation

Income-tax expense comprises current tax (i.e. amount of tax for the year determined in accordance with the income-tax law) and deferred tax charge or credit (reflecting the tax effects of timing differences between accounting income and taxable income for the year). Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future; however, where there is unabsorbed depreciation or carried forward business loss under taxation laws, deferred tax assets are recognized only if there is a virtual certainty of realisation of such assets. Deferred tax assets/liabilities are reviewed as at each balance sheet date and written down or written-up to reflect the amount that is reasonably/virtually certain (as the case may be) to be realized.

The Company offsets, the current tax assets and liabilities (on a year on year basis), where it has a legally enforceable right and where it intends to settle such assets and liabilities on a net basis.

56


2.14 Inventories

Inventories are carried at the lower of cost and net realisable value. Cost includes all applicable costs incurred in bringing the properties to their present location and condition.

2.15 Foreign exchange transactions

Translation of non integral foreign operation

The company classifies all its foreign operations as “non integral foreign operations”.

The assets and liabilities of an non-integral foreign operation are translated into the reporting currency at the exchange rate prevailing at the reporting date and their statement of profit and loss are translated at the average exchange rates prevailing during the reporting year.

The exchange difference arising on translation are accumulated in the foreign currency translation reserve. On disposal of a non-integral foreign operation, the accumulated foreign currency translation reserve relating to that foreign operation is recognized in the statement of profit and loss.

2.16 Borrowing Cost

Borrowing cost attributable to the acquisition of qualifying assets (ie. The assets that necessarily takes substantial period of time to get ready for the intended use) are added to the cost upto the date when such assets are ready for their intended use. Other borrowing costs are recognized as expenses in the period in which these are incurred. Interest has been apportioned over various projects on the basis of loan amount utilize for each.

2.17 Segment reporting

The Company's operating businesses are organized and managed separately according to the nature of business and services provided, with each segment representing a strategic business unit that offers different products and serves different markets. Common allocable costs are allocated to each segment according to the relative contribution of each segment to the total common costs. General corporate income and expense items are not allocated to any business segment.

2.18 Cash flow statement

Cash flows are prepared using indirect method, whereby net profits/(losses) before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals of accruals of past of future cash receipt or payments. The cash flows from regular operating, investing and financing activities of the Company are segregated.

2.19 Cash and cash equivalents

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short term investments with an original maturity of three months or less.

2.20

The subsidiary of the Company Anglo-French Drugs & Industries Pte. Ltd. incurred a net loss of Rs.17 Lacs during the year ended March 31, 2017 and, as of that date, the Company's current liabilities exceeded its current assets by Rs. 111 Lacs and its total liabilities exceeded its total assets by Rs.117 Lacs. These factors raises substantial doubt that the said subsidiary Company will be able to continue as a going concern. However, as per the views of auditors of the subsidiary company Anglo- French Drugs & Industries Pte. Ltd.,the Company's financial statements have been prepared on a going concern basis assuming that the Company will generate sufficient cash from its operations to pay its debts as and when they fall due and written confirmation have been obtained from the Directors and Shareholders of the Company to provide continued financial support by way of additional support as and when required.

57

Statement containing salient features of the financial statement of

subsidiaries/associate companies/joint ventures

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of

Companies (Accounts) Rules, 2014)

Part "A": Subsidiaries

FORM NO. AOC - 1

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

58

Sl. No.

Name of the subsidiary

Reporting period for the subsidiary

company's reporting periodConcerned, if different from the holding

Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.

Share capital

Reserves & surplus

Total assets

Total Liabilities

Investments

Turnover

Profit before taxation

Provision for taxation

Profit after taxation

Proposed Dividend

% of shareholding

1

Anglo French Drugs & Industries Pte Ltd

01-04-2016 to 31-03-2017

Exchange Rate 64.84Rs.

2488309

(1,41,90,744)

99,87,130

2,16,89,565

-

94,04,021

17,10,261

-

-

100

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

-

(Information in respect of each Susidiary presented with amounts in Rs.)


Additional Disclosure as per Schedule III of the Companies Act, 2013

(Amount in lacs)

Name of the entity in the

Net Assets, i.e., total assets minus total liabilities

Share in profit or loss

As % of consolidated net assets

Amount As % of consolidated profit or loss

Amount

ParentAnglo-French Drugs & Industries Ltd.

Subsidiaries

Indian

Foreign - Anglo-French Drugs & Industries Pte Ltd.

1 2 3 4 5

108

Nil

(8)

1667

Nil

(117)

23

Nil

77

5

Nil

17

59

anglo-french drugs & industries limited · 2017-08-29 · notice notice is hereby given that...

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