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The story of one of the most excitingbiscuit brands of India today

Anmol Industries LimitedA n n u a l r e p o r t 2 0 1 6 - 1 7

TASTED.TESTED.

TRUSTED.

Caution regarding forward-looking statements

This document contains

statements about expected

future events and financial

and operating results of

Anmol Industries Limited,

which are forward-looking.

By their nature, forward-

looking statements require

the Company to make

assumptions and are

subject to inherent risks

and uncertainties. There

is significant risk that the

assumptions, predictions

and other forward-looking

statements will not prove

to be accurate. Readers

are cautioned not to place

undue reliance on forward-

looking statements as a

number of factors could

cause assumptions, actual

future results and events

to differ materially from

those expressed in the

forward-looking statements.

Accordingly, this document is

subject to the disclaimer and

qualified in its entirety by the

assumptions, qualifications

and risk factors referred to in

the management discussion

and analysis section of the

annual report.

Contents

Corporate snapshot

Milestones

Operational review

Strategy

Performance

ambition

Strengths

Risk

management

Financial

section

Products

Chairman statement

Financial highlights

Transformation story

Industry optimism

Management discussion and analysis

Statutory section

02

14

20

24

29

31

38

84

04

16

22

26

30

32

40

The spirit of Anmol is not about looking at the world with a new pair of glasses.But with a new pair of eyes instead...

‘Kuch hat-ke karna hai. Old is boring. Try the new.

What will the consumer like tomorrow? Anmol: Always seeking the wow taste! Be bold. Be daring. Be decisive. Can’t be done? Let us show it to you then. It is not just a biscuit really. Research. Research. Research. If the market does not exist, let us create one.’

Anmol Industries is

one of the most exciting biscuit brands in India

today.Because it

is one of the fastest

growing.Because the

company has established a recall around

innovation.Because the

company has invested

in a long-term business

mindest.Bringing a

new flavour to the country’s

biscuits sector.Literally and

metaphorically.

02 I Anmol Industries Limited

Pedigree

Anmol Industries was incorporated

in 1993. The company is presently

headed by Mr. Baijnath Choudhary

(Chairman Emeritus), Mr. Biswanath

Choudhary (Chairman), Mr. Bimal

Kumar Choudhary (Managing

Director), Mr. Gobind Ram Choudhary

(Managing Director) and Mr. Dilip

Kumar Choudhary who are assisted by

knowledgeable professionals.

PortfolioThe Company is respected for

being among the five leading

biscuit manufacturers in India with a

cumulative manufacturing capacity

of 3,12,892 metric tonnes per annum

(including job work at Odisha). The

Company offers soft dough, hard

dough, crackers, cream sandwiches,

cookies and cakes, among others.

Presence Anmol is headquartered in Kolkata with

seven manufacturing units (two each in

West Bengal, Odisha and Uttar Pradesh

and one in Bihar). The Company

enjoys a prominent leadership position

in Eastern and Northern India; its

products are available in 18 lakh pan-

India retail outlets.

Quality Anmol has invested in quality-assuring

certifications and standards like ISO

22000:2005. All the Company’s units

comply with GMP, GHP, HACCP and

Halal regulations.

Vision We seek to emerge as the top biscuit

brand in India. Our mega setup will

enable us to reach further into the

hearts of our consumers. As a brand

which is dedicated to providing

only the best to the consumers, our

primary aim is to keep doing this and

be the best at it.

MissionAlready among the top biscuit brands

in India, our humble goal is to grow

further and be the best in the segment

we are. We also wish to be the

provider of our unique taste to each

and every consumer. We aim to fulfil

aspirations with a global approach

and to deliver the best returns to

the society, consumers, and our

stakeholders.

*as on 31st March 2017

18(lakh)

Number of retail outlets

658Number of direct

distributors

Numbers that matter at Anmol*

2100+Team strength

40(lakh)

Number of Anmol biscuit packs sold

per day

100(million)

Number of biscuits baked every day

Annual Report 2016-17 I 03

The spirit of Anmol is not about what is.It is about what can be.


We don’t provide consumers what they tell us they

need.We provide consumers what they didn’t even know they needed in the first place.


We don’t complain when our innovative products are

copied.We see this as a market-

widening opportunity where we may retain the largest

share.


We don’t focus on the

achievements of the past.

We are driven by our innovative product pipeline

of the future.


Soon the consumer realised why the judgment had been premature.

This is what the consumer felt following the first bite: the biscuit was light, there was a favourable top-note and this was one biscuit that could be consumed like a snack.

The result was that the product extended beyond its intended recall; instead of fighting for market share in a specific biscuit category, Dreamlite carved out a new independent category.

The numbers were staggering: the brand accounted for a 10% market share among peers and provided a quarter of the Company’s revenues. Best of all, despite increasing competition, the brand continued to register double-digit growth every year.

Emphasising the point that the launch of an innovative product is half the battle won.

DreamliteWHEN ANMOL LAUNCHED DREAMLITE IN 2007, THE FIRST REACTION WAS ‘OH NO, NOT ANOTHER CRACKER BISCUIT!’


The concerns were usual: ‘Few companies have succeeding in introducing value-added products’ and ‘It takes a deep competence to introduce superior branded products’ and ‘The introduction of value-added biscuits in a price-sensitive market is impossible.’

Anmol responded with patience and prudence.

The Company introduced Butter Bake, one of the first products in the premium Rs. 5-a-pack segment.

The Company addressed the challenges of the short dough cookie segment with a superior product: richer, more buttery and aroma-infused.

Product superiority prevailed. Butter Bake created waves in a relatively flat Indian biscuit space.

Over the past 10 years, Butter Bake has emerged as a power brand for Anmol, accounting for 25% of the Company’s revenues.

Emphasising the conviction that when you think different, the rewards can be lucrative.

Butter BakeWHEN ANMOL FIRST VENTURED TO GRADUATE BEYOND THE LARGE VOLUME GLUCOSE BISCUIT SEGMENT, THE CYNICS STARTED AIRING THEIR DOUBTS.


Looked the same. Tasted the same.

Then in 2011, Anmol’s Veg Munch came along.

The Company did something different with this brand: it infused vegetable flavours into the biscuit.

To this, Anmol added an Indian masala mix.

When consumers sampled this, they said ‘Wow! Finally a biscuit woven around the Indian palate!’

Besides, consumers used this biscuit as a snack; used it as something to present to guests along with the mandatory afternoon tea.

Underlining the belief that when you introduce something in line with enduring preferences, the gains can be correspondingly similar — enduring.

Veg MunchFOR YEARS, CRACKERS WERE, WELL, THE USUAL CRACKERS.


‘Why would anyone want a spicy biscuit?’ said some.

‘People’s habits don’t change fast,’ said others.

Anmol leveraged its long-standing core competencies.

Distribution network. Technological contemporariness. Brand-building expertise. Sizeable output.

The market responded positively to this savoury biscuit.

The result: the brand now accounts for 3% of Anmol’s revenues and is growing at a CAGR of 10%.

Emphasising the ethos that the best way to beat the old is to keep trying out the new.

Bakers BixWHEN ANMOL LAUNCHED BAKERS BIX, THERE WERE WHISPERS OF DISBELIEF.


Anmol’s detractors argued, ‘Why would somebody want to have lemon cream biscuits’?

While others warned, ‘Consumer’s habits do not change for new and unusual tastes’.

Anmol knew that cream-filled biscuits were everybody’s childhood favourite.

So, Anmol decided to market Lemon Mazaa only for the young-at-heart.

Two pieces of light puffs with lemon flavoured cream in between. A delight for kids and the young at heart.

Lemon Mazaa can be enjoyed in more ways than by just taking a big bite or licking the cream.

The result: the brand now accounts for >4 % of the revenues of the Company.

Lemon MaazaWHEN ANMOL CAME UP WITH LEMON MAAZA IN 2003, THERE WERE DOUBTS ABOUT WHETHER THIS BISCUIT WOULD EVEN LAST THE YEAR.


But much to everyone’s surprise (including Anmol’s), this humble little brand started raking in the moolah. Or one might say, ‘baking’.

The flagship brand for Anmol, 2 in 1 cemented its reputation as a fan favourite across generations.

The salty, buttery 2 in 1 is now a must for all biscuit lovers. The perfect crunchy snack for those ‘in-between meal’ hungers.

Anmol’s 2 in 1 now accounts for 8% of the Company’s revenues, growing at ~10% per annum.

Highlighting the point that long-lasting relationships grow when a bit of salt is added to it.

2 in 1 WHEN ANMOL LAUNCHED 2 IN 1 IN 1998, IT WAS A FLEDGLING BRAND IN A MARKET RULED BY A HANDFUL OF LONGSTANDING BRANDS.


1998Added a second

unit to the Dankuni facility

2001Set up a third unit at

Greater Noida, Uttar Pradesh

2004Acquired a biscuit

manufacturing unit in West Bengal

1994Established first

manufacturing unit at Dankuni, West Bengal

Mile- stones

2011Set up a new state-of-the-art facility at

Hajipur, Bihar

2005Forayed into the

cupcakes, bar cakes and tiffin cakes

segment

2008Started a biscuit

manufacturing facility at rented unit in

Ghaziabad, Uttar Pradesh

2010Increased volumes by 31,500 metric tonnes

by operationalising two new ovens at

Dankuni, West Bengal


2014Received the ‘Emerging

Companies’ award in the ‘Outstanding

Capital Management’ category from

Yes Bank

2014Commenced production of

cookies

2016Received the ‘Fastest-

growing Company above C10 billion’ award from Economic Times

2015Started a cake

manufacturing facility at Hazipur, Bihar

2016ET Award for Best

Financial Performance above H10 billion

2017Merged Anmol Buiscuits and Anmol Bakers with

Anmol Industries Limited.

2017Started commercial

production at Bhubneshwar, Odisha

2017Roped in Akshay Kumar as brand

ambassador


“The time has come to surpass our retrospective growth rate…”

Chairman’s overview


At Anmol, we believe that India is at

the cusp of a dramatic transformation,

which, in turn, will transform the way

in which consumers earn, aspire and

spend.

Consider the evidence of this dramatic

transformation.

India took 60 years to reach US$ 1 trn

in economic size; it doubled its size in

only seven years thereafter; estimates

indicate that India could emerge as a

US$ 5 trn economy by 2023 and

US$ 7 trn by 2030, the accelerating

economic velocity creating

unprecedented prosperity and

consumption.

India’s growth is projected to be among

the fastest growing global economies

between 2016 and 2020; the country is

projected to emerge as the third largest

economy in the world by 2030, its GDP

approximately trebling to $7 trillion by

2030 (Source: Oliver Wyman).

India is the world’s fastest urbanizing

country; the country’s urban

component is expected to increase

from around 31% today to around

40% (on a larger population base) by

2030. This urbanization is expected to

translate into sweeping changes in the

way the new urban population earns,

aspires and spends.

India’s workforce is estimated at the

second largest in the world comprising

860 mn of 15–64 year olds, accounting

for approximately 66% of the total

population in this age grou. (Source:

The World Bank Group), a robust

consumption-driving population. India

is expected to overtake China with

the world’s largest workforce by 2026

(Source: The World Bank)

India’s youth literacy increased from

81.1% in 2006 to 89.7% in 2015 (Source:

UNESCO); gross enrolment ratio for

tertiary education increased from 11.5%

in 2006 to 23.9% in 2013 (Source:

UNESCO), creating a new generation of

relatively informed consumers.

India’s unemployment has declined

from approximately 12% in the early

1990s to approximately 5.5% (Source:

Oxford Economics).

The number of India’s middle-class

households has grown from 65 mn

in 2006 to more than 75 mn in 2015,

catalysing consumption (Source:

Euromonitor) and a 2.9x increase in per

capita private consumption (Source:

Economist Intelligence Unit)

THERE IS A PRINCIPAL IDEA AROUND WHICH ANMOL BISCUITS WENT INTO BUSINESS: EVEN AS THE PER CAPITA BISCUIT CONSUMPTION WAS 8 KGS IN A COUNTRY LIKE USA, IT WAS LESS THAN 2 KGS IN INDIA; EVEN AS THE COST OF A PACK OF BISCUITS WAS PRICED IN EXCESS OF A DOLLAR IN USA, ONE COULD BUY A CORRESPONDING PACK FOR AS LOW AS C5 IN INDIA.

India is the world’s fastest urbanizing country; the country’s urban component is expected to increase from around 31% today to around 40% (on a larger population base) by 2030.


The trickle-downAt Anmol Industries, we are convinced

that as disposable incomes increase,

India’s consumption of biscuits will

increase. Within this simple assumption

were a number of other assumptions

that provided us with the incentive to

invest ahead of the curve and build for

the long-term.

One, the global per capita consumption

of processed food products was

considerably higher than the Indian

average; we expected this delta to

decline following increased aspirations,

greater respect for food hygiene and

need for enhanced convenience in

India.

Two, we perceived that the preference

for processed food brands would

graduate to companies that could be

completely trusted when it came to

equipment integrity, process discipline

and product consistency; we invested

higher across these disciplines than our

size would have warranted, building

a foundation of customer trust and

business sustainability.

Three, we perceived that as cultural

cross-flows increased and food

consumption preferences homogenised

across continents, countries and

regions, there would be an emergence

of a distinctive global trend; we

developed products and strengthened

our product portfolio with the objective

to strengthen our recall as a consumer-

driven company.

Four, societies and communities

became increasingly obsessed with

the need to enhance food hygiene;

correspondingly, there emerged

a growing emphasis on material

procurement, equipment integrity and

responsible process management with

the objective to achieve a consistently

high product quality.

Five, it was not enough to only produce

a product of high quality or compelling

taste; there emerged the need to

enhance packaging effectiveness so

that the product could be transported

safely to points of sale and once

stocked and could remain fresh and

edible for a longer period. At Anmol, we

invested in contemporary packaging

standards that extended the shelf life of

our products, strengthening the viability

of our trade partners.

The Anmol strategic playAt Anmol, we grew from C646 cr

turnover in 2011-12 to C1,196 cr in 2016-

17. We believe that the time has come to

accelerate faster than the retrospective

growth average following various social-

economic catalysts.

We are aware that what has worked

for us in the past may now need to be

adapted going ahead. In view of this, we

have embarked on sensitive changes in

our strategic response.

At Anmol, our strategic direction is being

influenced by six important changes in

our approach.

For long, Anmol was engaged in

product-driven marketing; the time has

come to create a brand-driven recall.

For long, Anmol was focused on

enlarging its regional presence; the time

has come for the company to widen to

a pan-Indian footprint.

For long, Anmol was only about

biscuits; the time has come for the

company to reinforce it’s biscuits

positioning while extending to a holistic

bakery recall.

For long, Anmol specialised in large

commodity-centric biscuit spaces

(glucose); the time has come for the

company to selectively extend to value-

added biscuit niches.

The global per capita consumption of processed food products was considerably higher than the Indian average; we expected this delta to decline following increased aspirations, greater respect for food hygiene and need for enhanced convenience in India.

11,968Turnover in 2016-17

(C in million)


For long, Anmol focused on rural and

semi-urban consumers; the time has

come for the company to extend its

presence across large metro and Tier1

Indian cities.

For long, Anmol was perceived as a

small biscuits company; the time has

come for the company to be seen as

the fourth largest Indian biscuits brand

and possibly the fastest growing.

The Anmol valueThe principal message that I wish to

communicate is that Anmol brings a

distinctive competence to the sectoral

opportunity.

First consider the distinctive Anmol

spirit that has made it one of the

youngest Indian biscuit companies to

reach C1,000 cr in turnover (in only 20

years). In a sector where most new

entrants focused on manufacturing

scale, Anmol selected to focus on

innovation and product differentiation.

In a business where most focused on

capacity accretion, Anmol focused on

technology distinctiveness. In a business

that was promoter-driven, Anmol

emphasised the power of emotional

empowerment. In a space that was

assumed to be manufacturing-centric,

Anmol invested extensively in product

distribution (starting from rural and

semi-urban moving towards urban and

modern trade formats, instead of the

other way around). In a space where it

would have been tempting to extend

from biscuits to other bakery products

early in the existence cycle, Anmol

focused on biscuits, strengthening its

competence.

Now come to the robust fundamentals

that Anmol brings to the space. The

company has attractively low gearing

on its Balance Sheet. The company

owns its production facilities, marked

by large unutilised space that promises

sustainable expansion opportunities

in its existing locations (operating

leverage).

The company has demonstrated a

focused approach in manufacturing

all its products within owned factories,

strengthening value-addition. The

company has invested in modern

manufacturing plants marked by high

production efficiencies that make it

possible to seek competitiveness from

within. The company’s plants have been

commissioned in high consumption

geographies, moderating the time and

cost to reach proximate markets leading

to logistic competitiveness.

In conclusionThe C24,000 cr Indian biscuits market

is expected to grow annually at around

9%.

An Anmol, we intend to outperform

the growth of this market in percentage

terms through the interplay of various

strategies that have been outlined.

As we grow faster than our retrospective

growth average and the broad market,

we expect to increase our share of the

Indian biscuits market and grow even

faster.

The principal message that I intend

to communicate is that Anmol is

attractively placed at an inflection point

in its existence, following which we

expect to grow faster and enhance

value for those associated with our

company.

Biswanath Choudhary

Chairman

Anmol selected to focus on innovation and product differentiation. In a business where most focused on capacity accretion, Anmol focused on technology distinctiveness.

24,000Indian biscuits market is expected to

grow annually at around 9%.

(C in crore)


Operational review by the management team

Q. How did the Company perform during FY2016-17?

The year was a challenging one for

the biscuits sector in India. Demand

remained largely flat during the first

quarter followed by a slow recovery

during the second. However, this

recovery was impacted by the

demonetisation announced by the

Central Government in November 2016,

sucking liquidity out of the national

system and compelling distributors to

reduce their inventory. On the other

hand, key raw materials including

refined flour, sugar, skimmed milk

powder, butter and vegetable oils

reported an average price rise of 10.50%

during the year, which could be partially

passed on to consumers, affecting

profitability.

Our FY2016-17 revenues increased

344.59% from C269 crore in FY2015-16

to C1,197 crore. Our EBIDTA increased

by 10.85% from C98.3 crore in FY2015-

16 to C129.88 crore in FY2016-17 and

profit after tax improved by 6.34% from

C59.14 crore in FY2015-16 to C75.83

crore in FY2016-17.

Our EBIDTA margin stood at 10,85%

during FY2016-17 compared to 36.54%

in FY2015-16 while our net profit margin

stood at 6.33% in FY2016-17 compared

with 21.9% in FY2015-16.

Despite a relatively modest

performance, Anmol was able to

maintain the integrity of the Balance

Sheet. Our long-term debt-equity ratio

stayed under 0.18 while our average

cost of funds remained one of the

lowest in the industry. Our inventory

turnover stood at around 15 days as on

31st March 2017.


Q. How are you strengthening the business to grow faster?

Our Odisha unit is operational, which

should help us service the entire Odisha,

a state with immense potential. Besides,

our Odisha presence will help us launch

products extensively in Telangana and

Andhra Pradesh, widening our market

presence on the one hand and helping

us enhance our market share on the

other. We are on the verge of adopting

a hybrid distribution model, which

will make it possible to service urban

markets through direct distributors and

rural markets through super-stockists.

Our marketing initiatives are addressing

closer product customisation. Our state-

of-the-art IT infrastructure will evaluate

demand, generate sales, track dealers

and supplement on-field efficiency.

Our enhanced sales force will cover

a wider spread of Western India by

end-FY18. Our proposed introduction

of product variants in line with evolving

consumer preferences should enhance

market share. Our overhauled brand

identity (following the engagement of

Akshay Kumar) should enhance visibility

in the urban and rural markets.

Q. What are the principal trends in the spaces that Anmol is present in?

What was largely a glucose biscuit-

driven industry is now emerging

as a gourmet preference. Growing

disposable incomes, a new class of

quality-conscious buyers and the

steady rise e-commerce has resulted in

increased offtake of premium products.

Growing rural prosperity is helping the

industry extend beyond its traditional

base.

Anmol is attractively placed to capitalise.

The company commands a significant

share of rural Northern and Eastern

India. Besides, the company is adding

a number of bakery products to its

portfolio (to be manufactured at the

Hajipur unit).

Q. What is the company’s FY2017-18 outlook?

As the demonetisation impact

progressively subsides, we expect

that the strength of the country’s

rural market will return to normal. We

are working closely with distributors

and dealers to see this difficult phase

through. With buoyant monsoons on

the cards, the industry is expected

to rebound in the coming year. GST

implementation aims to create a unified

tax regime by removing systemic

anomalies even as the initial stages

could be disruptive and correct after a

couple of quarters. We expect that

FY18 would be a year of consolidation;

our growth rates could accelerate

FY2017-18 onwards.

Q. How did you minimise the impact of these adverse external realities?

We focused on enhancing operational

efficiencies to moderate costs. We

strengthened our product mix to stay

in step with evolving preferences. We

focused on waste reduction by altering

the dimensions of some products. We

initiated a development programme to

widen our vendor base, negotiate better

and reduce logistic costs.

Q. What were the high points of the company’s FY 17 performance?

Our principal achievement was market

share protection despite increased

competition. Our prominent products

like Dreamlite, Butter Bake and

2 in 1 contributed around

58% of our total sales.

We reported strong business in

Eastern and Northern states.


12-13 13-14 14-15 15-16 16-17

13.4

2

54

.35

57.

22

53.

00

34

.11

This how we have grown over the past five years

12-13 13-14 14-15 15-16 16-17

1,2

98

.87

98

2.9

7

579

.60

33

7.3

9

185.

04

Revenues (C million)

New products and growth in

conventional business lines

helped drive revenue accretion.

EBITDA (C million)

An improved operational efficiency

and advanced equipment

strengthened our EBIDTA.

RoCE (%)

A recalibrated product mix

allowed us to register a visible

improvement in ROCE.

“ Previous year’s performance is not comparable due to the merger of Anmol Biscuits Limited and Anmol Bakers Private Limited with the Company during the year

12-13 13-14 14-15 15-16 16-17

11,9

68

.51

2,6

92

.05

2,4

63.

16

2,1

95.

50

1,19

6.9

6


12-13 13-14 14-15 15-16 16-17

0.1

80.2

0

0.0

5

0.3

5

1.5

4

12-13 13-14 14-15 15-16 16-17

758

59

1

44

5

254

95

12-13 13-14 14-15 15-16 16-17

90

8.2

1

738

.39

419

.09

273

.04

194

.6

Debt-equity ratio (x)

An increase in earnings helped

strengthen our gearing and protect

financial integrity.

Net profit (C million)

Strategic cost-cutting helped

strengthen the bottomline.

Cash profit (C million)

The Company reported 100%

cash profit growth in the five

years leading to 2016-17.


5 ways Anmol Industries is creating a distinctive identity for itselfAT ANMOL INDUSTRIES, WE ARE CONSISTENTLY STRENGTHENING OUR MANUFACTURING EXCELLENCE WITH A SINGULAR OBJECTIVE: RETAIN ITS POSITION AMONG THE 5 LEADING BISCUIT MANUFACTURERS IN INDIA.

Our strategy

Creating a distinctive

identity

Manufacturing excellence

Pioneering products

Logistical superiority

Technologicalexpertise

Constant evolution


Manufacturing excellence

The Company has consistently invested in proprietary manufacture over outsourcing. The result is that more than 95% of the Company’s revenues are derived from products manufactured within. The Company focuses on greenfield manufacture over acquisition, making it possible to service

key markets at modest logistic costs on the one hand and service dealers at quicker intervals, reducing working capital requirements.

Anmol has consistently believed in entering new markets, seeding them with products, enhancing market

presence / share and only then investing in a new manufacturing facility (resulting in quicker and higher capacity utilisation). For instance, the Company’s new Bhubaneswar unit helped strengthen presence in Odisha, Andhra Pradesh and Telangana.

1

Pioneering products

The Indian biscuits sector is marked by an increasing number of me-too products marked by product dumping, increased volumes and break-even focus. Even as Anmol offers popular products as well, it has invested extensively in an innovation mindset with the objective to accelerate the

launch of differentiated products.

For instance, Anmol introduced Dreamlite crackers, which were lighter and tasted better than competing alternatives. The result: the product now accounts for a >25% share of revenues. The Company introduced biscuits in line with local palates

(including biscuits infused with jeera and vegetable powders). When biscuit relevance was considered largely urban, Anmol chose to be contrarian in targeting Tier-II and III markets with pocket-friendly prices (more than 80% of the Company’s revenues derived from these markets today).

2

Logistical superiority

Anmol commenced operations from a small unit in Kolkata, progressively widening and deepening its distribution across rural and suburban Eastern and

Northern India. Presently, Anmol’s logistical network comprises ~2,500 distributors servicing more than 18 lakh outlets in the areas of our presence.

Across the foreseeable future, the Company’s micromarketing strategy will facilitate a wider and deeper geographic coverage.

3

Technological expertise

The Company was among the first in Eastern India to invest in automated raw material handling equipment and continuous batch mixers. The Company was also among the first in the industry to invest in 60-inch ovens (compared to the prevailing 33-inch standard) to enhance productivity, which increased

throughput and reduced labour outlay. The Company’s seven manufacturing units in Eastern and Northern India have been automated, minimising manual intervention and enhancing hygiene. In addition to the ISO 22000:2005 certification, the company’s facilities are compliant with GMP and GHP norms.

4

Constant evolution

Anmol Industries is a young company and also the fastest-growing. Two decades ago, the brand offered two biscuit variants. However, a relentless focus on emerging as a first-mover allowed the Company to carve a niche for itself. The merger of Anmol Bakers and Anmol Biscuits helped form Anmol Industries Limited, resulting in a 360-degree transformation in brand identity, logos and packaging. The Company’s continuous R&D priority helped create new segments. The Company identified new price product

price points, offering a compelling consumer value proposition (for instance, the Company was among the first to introduce butter cookies in C5 packs, creating a new price segment and incremental demand) resulting in other players following suit.

Presently, Anmol manufactures 30+ variants of biscuits, cakes and cookies under Anmol brand and around 25 under the Mukkund brand from seven manufacturing units, emerging among India’s four leading biscuit brands with revenues exceeding C1,200 crore.

5The Company was among the first in Eastern India to invest in automated raw material handling equipment and continuous batch mixers.


The story of how Anmol Industries has transformed and strengthened over the years

The company widened its

presence across Northern and

Southern India as well

It grew distributor reach

from 2,000 dealers in 2012-13 to more than 2500 distributors and 18 lakh+ retail outlets

The company was focused on Eastern and Northen India

It deepened distribution across

urban and rural east and northern India and forayed into

the Southern India market

It widened its manufacturing footprint (seven

units in four States) for market

proximity

The company commenced

operations with a small unit in

Kolkata

It was quick to spot emerging

trends and introduce

differentiated products

The Company has emerged

among the four leading biscuits brands of India across multiple

SKUs

It manufactures over 30 variants of biscuits,

cakes and cookies under Anmol brand

and around 25 in Mukkund brand across

multiple SKUs

The brand started with two variants of biscuits two decades ago

It created new price-points

to service consumers of various

backgrounds

It localised products to

suit consumer tastes, creating new product

segments

The Company focused on

innovative tastes and preferences

through proactive research and development


The Company nursed a peak debt that was significantly lower than the sectoral average

The Company invested

surpluses in debt repayment

It manufactured value-added biscuit variants to enhance

cash flows

The long-term debt equity ratio

stood at 0.18 as on 31st March

2017)

It strengthened cash-and-carry

terms of trade to reduce working capital intensity

It moderated manufacturing

costs

The Company invested in

automation to enhance quality and

productivity

Technology investments were

made across material handling to batch

mixing to packaging

The Company was a trend-setter

in technology adoption

The manufacturing process is quality-controlled based

around pre-defined SOPs

More than 70% of the Company’s operations are

automated, translating into

efficiencies

The Company invested in ISO 22000:2005

certifications; quality standards (Good

Manufacturing Practices and Good Health

Practices) attracted investments

The company was largely (90%) driven by manual processes


REVENUE

D1,200 crore in 2016-17

D2,000 crore by 2021-22

PRODUCT BASKET

80by 2021-22

55variants in 2016-17

PRODUCT CATEGORY

Regularbiscuits and cakes

Premiumbiscuits and cookies with other products by 2020

GEOGRAPHICAL PRESENCE

Pan India

by 2022

Northern and eastern India

MARKETING AND BRANDING

Primarily

BTLdriven

Enhanced

ATLactivity driven by a

brand ambassador

Where we are today Where we want to be


Performance ambition

Performance measure

ANMOL INTENDS TO GROW PROFITABLY AND SUSTAINABLY ACROSS THE FORESEEABLE FUTURE

GOAL

2,000(C in core)

organisation by

2022STRATEGIC DIRECTION

Quality recruitment;

high employee engagement

Technology up-gradation

High automation

Stakeholder motivation

Product innovation

Wider retail network Credibility

and trust

PROBABLE CONTRIBUTORS

Continuous investment in technology

Pocket-friendly pricing

Optimum manufacturing

presence

Sectoral optimism Consistent

quality

Wide and innovative

product range

Growing share of premium

products

Efficient logistics

Increased our sales by 344.59% to C11,968.51

million in 2016-17

Increased product

basket from 6 in 2015-16 to 55 2016-17

EBIDTA margin stood at

10.30% in 2016-17 ROBUST

GROWTH


India’s biscuits industry represents a multi-decade opportunity

3.9(US$ billion)

Size of Indian biscuit market

in 2016

1.27(kilograms)

Per capita cookies and crackers consumption

in India in 2014

6.91(kilograms)

Per capita cookies and crackers consumption

in the US in 2014

1,702(US$)

India’s per capita income in 2016-17

4,135(US$)

Expected per capita income of India

by 2027

4.2(%)

Annual growth rate of India’s population

in 2016

84(million)

Annual growth rate of the global

population in 2016

7.25(US$ billion)

Expected size of biscuit market

by 2022

5,000(C core)

Market size of premium biscuits segment in India

2.5(million)

Number of households with disposable incomes worth

US$10,000 in 1990

50(million)

Number of households with disposable incomes worth

US$10,000 in 2015

4(US$ trillion)

Expected consumption expenditure of India

by 2025

100(US$ billion)

Expected size of rural Indian FMCG market by 2025

2(kilograms)

Per capita biscuit consumption in

India

10(kilograms)

Per capita biscuit consumption in

the US


Anmol is one of the India’s most competitive biscuit manufacturing companies.

Strengths at the corporate level

Knowledge: Although, Anmol is a

young organisation, the Company

has aggregated a rich repository of

knowledge (manufacturing, marketing,

branding and financing). In just two

decades, the Company has emerged

among the major biscuit manufacturers

in India by market share.

Personnel: The Company’s

management team comprises qualified

and experienced professionals with

a keen identification of opportunities

and business de-risking that enhances

growth with resilience

Scale: The Company’s seven plants

across India possessed an average

production capacity of 100 million

biscuits per day (as on 31st March

2017). The Company’s integrated

business model comprises proprietary

manufacture resulting in an attractive

capture of the value chain.

Strengths at the market level

Differentiation: Anmol caters to

diverse localized taste preferences

by offering a range of biscuits. The

Company’s foray into the cake and

cookie segments should de-risk it

from an overt dependence on a single

business segment.

Branding: In 2016-17, Anmol Industries

was created following a merger of two

strong business units (Anmol Bakers

(P) Ltd., which operated in North

India, and Anmol Biscuits Ltd., which

marketed the brand in Eastern India),

reinforcing its position as one of the

leading packaged food brands in

India. The company implemented a

360-degree transformation change

in brand identity, logos and product

packaging. The appointment of Akshay

Kumar as brand ambassador is expected

to enhance national visibility.

Packaging: The Company automated

the packaging function to enhance

packing speed and hygiene. The

new packaging designs reflect the

Company’s reinvented personality.

Strengths at the operational level

Location: The Company’s seven

manufacturing facilities (Dankuni,

Chanditala, Bhubaneswar, Hajipur,

Greater Noida, Ghaziabad and

Sambalpur) has helped service key

markets without incurring large logistic

costs on the one hand and servicing

dealers with periodic frequency.

R&D: The Company has emphasized

product innovation (creating new

categories like Dream Lite, Veg Munch

and Bakers Bix).

Quality: The Company is ISO

22000:2005-certified; all its facilities

comply with stringent GMP, GHP and

HACCP norms.

Strengths at the strategic level

De-risking: The Company’s products

are marketed across categories,

mitigating client concentration risks.

Anmol’s new price points offer a

superior value proposition.

Procurement: The Company

possesses a strong supply chain for

accessing raw materials (wheat flour,

vegetable oils, sugar, skimmed milk

powder and butter). Timely cash

payments have helped the Company

establish long-term supplier relationships.

Distribution: The Company leveraged

modern trade channels (supermarkets

and hypermarkets) and general trade

channels (smaller retail stores). Some

~2,500 distributors ensure that Anmol’s

products are available in >18 lac outlets

across Northern and Eastern India.


Management discussion and analysis

Global economic overview

Buoyant financial markets, combined

with a long-awaited cyclical

recovery in manufacturing and

trade, indicate an increase in world

growth projection from 3.2% in 2016

to 3.5% in 2017 and 3.6% in 2018.

The recovery of industrial activity

coincided with a bounce-back after

two years of marked weakness.

The previous financial year was

significant due to changes such

as the UK’s Brexit referendum, the

US Presidential election, China’s

economic slowdown, among others.

Structural problems including low

productivity and income inequality

pose a threat to the economic order

in emerging markets and developing

economies. These economies

now account for >75% of global

growth in output and consumption,

almost double their share in the

last two decades. The significant

income gaps in these economies

vis-à-vis advanced economies

suggest significant headroom for

growth. Terms of trade, external

demand, and, in particular, external

financial conditions are influential

determinants of growth over the

medium-term.

Outlook Reduced deflationary pressures,

steadying commodity prices and

optimistic financial markets will

contribute towards a surge in

the global economy, opening

up lucrative avenues of growth.

Emerging markets are forecasted to

ride this incipient growth following

declining interest rate and firming

commodity prices.

(Source: IMF)

Over the last 30 years, India’s growth performance was robust, backed by policy reforms that made India open to goods and capital flows.


Indian economic overview

India’s economic growth has been

pegged at 7.1% for the fiscal (FY 2017),

down from 7.6% recorded in the

financial year (FY 2016) as per CSO.

Although demonetisation impacted

the national growth rate by 100 bps,

this move is expected to translate into

long-term benefits. Over the last 30

years, India’s growth performance

was robust, backed by policy reforms

that made India open to goods and

capital flows. The challenges that

India faces include ambivalence about

property rights and the private sector,

deficiencies in state capacity, especially

in delivering essential services, and

inefficient redistribution of capital.

The growth rate of India’s industrial

sector was estimated to moderate to

5.2% in FY 2017, down from 7.4% in

FY 2016. The country’s IIP registered

a modest growth of 0.4% during the

April-November period of 2016-17.

With Rajasthan, Madhya Pradesh and

Maharashtra receiving 20% more rain

than the usual, the agriculture sector is

expected to grow at an above-average

4% on a weak base caused by two

consecutive poor monsoons. This is

expected to revive weak rural demand

and, by extension, national GDP

growth. The Union Budget 2017-18 set

aside C48,700 crore for the MNREGA

scheme as against C38,500 crore in

the previous year. By merging a large

number of Central and State taxes,

the GST will significantly ease taxation

woes. Introduction of GST will also

make Indian products competitive in

the domestic and international markets.

Last but not least, the GST, because of

its transparent character, will be easier

to administer. Once implemented, the

proposed taxation system holds great

promise in terms of sustaining growth

for the Indian economy.

(Source: Crisil, HT)

Outlook The implementation of a unified

taxation regime could level the playing

field for organised and unorganised

players and ease the movement of

goods and services across the country.

As a result, GST will boost the country’s

growth by 1.5-2%. Abundant monsoons

and a reduction in commodity prices

will serve the economy in good

stead in this regard. A decrease in

vulnerability on the external and fiscal

front and fiscal consolidation by

the government enhanced investor

confidence that translated into record

net foreign exchange inflows.

(Source: Oliver Wyman, IMF, World

Bank, RBI, IBEF)


Indian FMCG market

India’s FMCG industry has grown at a

rate of 11% over the past decade. Higher

per capita incomes, better access

to information, greater awareness,

accelerated rural development,

advanced R&D and innovative product

mixes empowered the sector to

emerge as the fourth-largest sector

in the economy. Disposable incomes

increased by 12% in 2016 from 2015 and

expected to grow at a CAGR of 20.6%

till 2020, fostering aspirational purchases

and changing spending patterns. The

per capita FMCG consumption in India

stood at US$29 buoyed by a steadily

growing consumer sector (5.7% per

annum between FY2005 and FY2015).

Better access to products, growing

digitisation, increased preference for

e-commerce portals and changing

lifestyles escalated consumer spending.

Consumer spending is likely to

increase from C17,783.53 billion in

FY16 Q4 to C21,000.00 billion in 2020,

with food, household, transport and

communication accounting for sizeable

shares. Consequently, India’s share of

global consumption is expected to

double to 5.8% by 2020. (Source: AC

Nielsen, IBEF)

GST impact on the FMCG sectorThe FMCG sector will benefit from the GST by saving expenses on logistics. Distribution costs for the FMCG sector

currently amount to 2-7% of the total cost, but are expected to drop to 1.5% after implementation of the GST.

Following the removal of the CSTs, there will be a cost reduction in terms of transportation and storage of goods.

The reduction in taxes and distribution costs should enable companies to lower prices. The implementation of a

uniform GST of 18% across all biscuit segments is likely to pose greater challenges for local unorganised players who

target only rural markets. (Source: Avalara, 6wresearch)

The per capita FMCG consumption in India stood at US$29 buoyed by a steadily growing consumer sector (5.7% per annum between FY2005 and FY2015)


Indian biscuits market

The Indian biscuits market has grown

at a CAGR of 15.24% between 2011

and 2015 and is forecast to grow at a

CAGR of >6% till 2021. The plain biscuits

segment accounted for the bulk of the

market share in 2016, however, cookies

and sandwich biscuits are expected to

exhibit high growth rates over the near-

term. The centre-filled biscuits segment

is majorly dominated by urbanised

players. Although, non-premium biscuits

accounted for the majority of the

revenues in 2016, premium biscuits are

gaining acceptance steadily in Tier-I and

II cities. Additionally, gifting of high-end

cookies is a trend that is popularising

in metros owing to their longer

shelf-lives compared to chocolates

and sweets. Additionally, among all

distribution channels in Tier-I cities,

supermarket and hypermarkets held

sway. However, grocery stores bagged

highest revenue share across India due

to their conspicuous presence in both

urban and rural areas. With increasing

purchasing powers, consumers have

shown a greater inclination for tastier,

premium products. The market is

rapidly evolving in line with changing

consumer preferences and players are

coming up with innovative products

and promotional strategies to make

the most of incipient opportunities.

Although, biscuits consumption tends

to be a primarily urban phenomenon,

with improving warehousing and storage

facilities in rural areas, the market is

registering palpable growth. Additionally,

a growing health-consciousness in the

country is spurring the offtake of low-

calorie, low-sugar and multigrain biscuits

in Tier-I cities. (Source: 6wresearch)

Demographic dividend: India’s lower-

than-average median age (26.7 years vis-

à-vis 37.2 years in the US, 45.8 years in

Japan and 36.3 years in China) implies a

higher number of working professionals

and their vast spending potential.

Rapid urbanisation: The transition

from rural to urban areas has led to

an increase in the demand for goods

(owing to higher income and ever-

expanding needs). Organised retailers

are hence ensuring the availability of

Demand drivers

The Indian biscuits market has grown at a CAGR of 15.24% between 2011 and 2015 and is forecast to grow at a CAGR of >6% till 2021.


varied products at various price ranges to

match the needs of the ‘common man’.

Rising incomes: Per capita personal

disposable income in India have surged

from C73,476 in FY2011-12 to C119,

296 in FY2016-17 at a CAGR of 10.2%.

According to the Boston Consulting

Group, consumer expenditure in

emerging cities is rising at ~14% thanks

to rising affluence and changing

lifestyles.

e-commerce: By 2020, the Indian

e-commerce market could be worth

$120 million. Amazon, Flipkart and

Snapdeal are providing the ideal

platform for FMCG companies to raise

awareness, boost sales and revenues.

Modern trade formats: Brick-and-

mortar stores had been the foundation

on which most Indian FMCG

companies started their businesses. The

emergence of modern trade formats

(online and offline) have enhanced

ease-of-access, ensured round-the-

clock availability and guaranteed timely

delivery. The size of the modern retail

industry in India is expected to double

to C1.72 lac crore by 2019 from C87,100

crore at present across the six leading

markets of the country.

Rural demand: Although the Indian

biscuits market is largely driven by

demand originating from the urban

population, with improving purchasing

powers in rural geographies, sectoral

players are making renewed efforts

to reach the untapped rural market.

These include offering pocket-friendly

products (starting from as low as

US$0.17) and improving distribution

efficiencies.

Rising health consciousness:

Introduction of healthy, sugar-free,

digestive and multigrain biscuits is

catalysing market growth.

Growing premiumisation: Despite

consumers cutting back on most

discretionary segments, premium

biscuits are growing at a faster pace,

although on a small base.

The size of the modern retail industry in India is expected to double to D1.72 lac crore by 2019 from D87,100 crore at present across the six leading markets of the country.


Financial overview

Sales and other income

Revenues during the year stood at

C1,197 crore, increasing by 344.59%

from C269 crore in FY2015-16

primarily driven by a surge in

demand.

Interest and finance costs

Net interest and finance costs

increased by 214% during the year

due to increased in total borrowings.

Profit before tax

The Company registered a profit

before tax of C105 crore compared

to C90 crore in the previous year.

Profit after tax

The Company registered a profit

after tax of C76 crore compared to

C59 crore in the previous year.

9.21EBIDTA-turnover ratio in 2016-17

0.18Debt-equity ratio

in 2016-17

18.3Return on equity

(%) in 2016-17

10Book value per

share (C) in 2016-17

61.36Earnings per


2.74EBIDTA-turnover ratio in 2015-16

0.20Debt-equity ratio

in 2015-16

51.45Return on equity

(%) in 2015-16

10Book value per


126.91Earnings per


Key ratios

Internal control systems and their adequacy

The internal control framework

is designed to ensure proper

safeguarding of assets, maintaining

proper accounting records

and providing reliable financial

information and other data.

This system is supplemented

by internal audit, reviews by the

management and documented

policies, guidelines and procedures.

The Company has a well-defined

organisational structure, authority

levels, internal rules and guidelines

for conducting the business

transactions. The Company intends

to undertake further measures as

necessary in line with its intent to

adhere to procedures, guidelines

and regulations as applicable in a

transparent manner. The internal

audit committee evaluates the

functioning and quality of internal

controls and provides assurance

of its adequacy and effectiveness

through periodic reporting.

Internal audit is carried out as

per risk based internal audit plan

which is reviewed by the audit

committee of the Company. The

committee periodically reviews the

findings and suggestions for the

improvement and is apprised on the

implementation status in respect of

the actionable items.

Disclaimer

Statements in the management

discussion and analysis section

describing the Company’s objectives,

projections, estimates, expectations or

predictions may be forward-looking

statements within the meaning

of applicable securities laws and

regulations. Actual results could differ

materially from those either expressed

or implied. Important factors that could

make a difference to the Company’s

operation include demand-supply

dynamics, variation in prices of raw

materials, changes in governmental

regulations, taxation regimes,

macroeconomic developments and

other incidental factors.


Risk management

Economic risk

1 Mitigation strategy: The Company’s products are marketed

across categories, mitigating client concentration risks.

Anmol identifies new price points to offer a compelling value

proposition for its consumers. Moreover, a significant portion of

the Company’s revenues are derived from Tier-II and III centres

and rural markets.

A sectoral slowdown could

impact the Company.

Strategic risk

2 Mitigation strategy: The Company’s seven manufacturing

facilities are strategically located at Dankuni, Chanditala,

Bhubaneswar, Hajipur, Greater Noida, Ghaziabad and

Sambalpur. This has helped it to serve the key markets without

incurring major logistic costs. Besides, it also helps the

Company to roll out fresh stocks promptly to dealers.

Manufacturing inefficiencies might result in

a loss of market share.


Awareness risk

3 Mitigation strategy: The Company has brought about a

360-degree change in brand identity, replete with new logos

and product packaging. Moreover, the decision to rope in

Akshay Kumar as brand ambassador is expected to brighten

prospects.

An inability to ensure top-of-the-mind recall

might prove detrimental.

R&D risk

4 Mitigation strategy: Anmol caters to diverse taste buds

by offering a wide range of biscuits that cater to localised

preferences. The Company’s recent foray into cakes and

cookies should de-risk it from an overt dependence on a single

business segment.

Qualitative inconsistencies might lead to a decline in

demand.

Procurement risk

5Mitigation strategy: The Company has forged strong

relationship with its raw material suppliers. The result: despite

increase in raw material prices, Anmol’s EBITDA margin stood

at 10.85% in 2016-17.

Rising raw material costs might

threaten margins and profitability.

Finance risk

6 Mitigation strategy: Anmol’s cash profit improved from C65.5

crore in FY 2016 to C90.31 crore in FY 2017.

The Company may not be able

to amass the resources needed

to finance its growth.

Quality risk

7 Mitigation strategy: Anmol has undertaken several decisive

measures to improve its manufacturing and packaging expertise

at its facilities. Extensive automation across Anmol’s seven plants

has reduced instances of manual error.

Deviation from quality standards

might affect the Company’s

reputation.


40

NOTICE IS HEREBY GIVEN THAT THE 8th ANNUAL

GENERAL MEETING OF ANMOL INDUSTRIES LIMITED

will be held at its office at 229, A.J.C. Bose Road, Crescent

Tower, 3rd Floor, Kolkata -700020, West Bengal, on Monday,

the 25th day of September, 2017 at 11:00 a.m. to transact

the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial

Statements of the Company for the financial year ended

March 31, 2017 and the Statement of Profit and Loss

for the year ended on that date and the Reports of the

Board of Directors and Auditors thereon.

2. To declare a Final Dividend of Re. 2.50 /- per equity

share for the Financial Year ended 31.03.2017.

To consider and if thought fit, to pass the following

resolution with or without modification as an Ordinary

Resolution:

“RESOLVED THAT dividend @ Rs. 2.50/- per share on

Equity Shares be and is hereby declared for the payment

to those holders of Equity Shares whose name appears

as on record date, that is 12.09. 2017.

FURTHER RESOLVED THAT Mr. Bimal Kumar Choudhary,

Managing Director and Mr. Biswanath Choudhary, Whole

Time Director, be and are hereby severally authorized to

do such acts, deeds and things as may be considered

necessary to give effect to the above resolution”.

3. To appoint a Director in place of Shri Bimal Kumar

Choudhary (DIN-00331194) who retires by rotation and

being eligible offers himself for re-appointment.

To consider and, if thought fit, to pass, with or without

modification(s), the following resolution as an Ordinary

Resolution:

“RESOLVED THAT pursuant to the provisions of Section

152 of the Companies Act, 2013, Shri Bimal Kumar

Choudhary (DIN-00331194), who retires by rotation

at this meeting and being eligible has offered himself

for re-appointment, be and is hereby re-appointed as a

Director of the Company, liable to retire by rotation.”

4. To appoint a Director in place of Shri Gobind Ram

Choudhary (DIN-01104704) who retires by rotation and

being eligible offers himself for re-appointment.



Resolution:

“RESOLVED THAT pursuant to the provisions of Section

152 of the Companies Act, 2013, Shri Gobind Ram

Choudhary (DIN-01104704), who retires by rotation

at this meeting and being eligible has offered himself

for re-appointment, be and is hereby re-appointed as a

Director of the Company, liable to retire by rotation.”

5. APPOINTMENT AND FIXATION OF REMUNERATION

OF STATUTORY AUDITORS FOR A TERM OF 5 YEARS:



Resolution:

“RESOLVED THAT pursuant to the provisions of

Section 139 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), Lodha & Co., Chartered Accountants,

(Registration No. 301051E) be and is hereby appointed

as the Statutory Auditor of the Company for a term

of 5 years, to hold office from the conclusion of this

Annual General Meeting until the conclusion of the

5th Consecutive Annual General Meeting at such

remuneration plus GST as applicable and reimbursement

of out-of pocket expenses in connection with the audit

as the Board of Directors may fix in this behalf.”

By Order of the Board

For Anmol Industries Limited

Date : 12.09.2017

Address : 229, A.J.C Bose Road, Brundaban Behera

Crescent Tower, 3rd Floor, Company Secretary

Kolkata - 700020 Membership No. A22294

NOTICE

41

Anmol Industries Limited Annual Report 2016-17

1. A member entitled to attend and vote is entitled to

appoint a proxy, or, where that is allowed, one or more

proxies, to attend and vote instead of himself, and that

a proxy need not be a member.

2. Proxies, to be effective, must be received by the

Company not less than 48 hours before the meeting.

3. Pursuant to provisions of Section 105 of the Companies

Act, 2013, read with the applicable rules thereon,

a person can act as a proxy on behalf of members

not exceeding fifty and holding in the aggregate not

more than ten percent of the total share capital of the

Company carrying voting rights, may appoint a single

person as proxy, who shall not act as a proxy for any

other member.

4. Corporate members intending to send their authorized

representatives to attend the meeting are requested

to send to the Company a certified copy of the Board

resolution authorizing their representative to attend and

vote on their behalf at the meeting.

5. Only bonafide members of the Company whose names

appear on the Register of Members/Proxy holders, in

possession of valid attendance slips duly filled and signed

will be permitted to attend the meeting. The Company

reserves its right to take all steps as may be deemed

necessary to restrict non-members from attending the

meeting.

6. Members are requested to bring their copies of Annual

Report to the Meeting. In order to enable us to register

your attendance at the venue of the Annual General

Meeting, members are requested to please bring their

folio number/ demat account number/DP ID-Client ID

to enable us to provide a duly filled attendance slip for

your signature and participation at the meeting.

7. In case of joint holders attending the meeting, only such

joint holder who is higher in the order of names will be

entitled to vote.

8. Members holding shares in electronic form are requested

to furnish the new Bank Account Number allotted to

them by their bank, (after implementation of CBS),

along with photocopy of a cheque pertaining to the

concerned account, to their Depository Participant (DP).

Please send these details to the Company/Registrars, if

the shares are held in physical form, immediately.

9. Pursuant to Section 101 and Section 136 of the

Companies Act, 2013 read with relevant Companies

(Management and Administration Rules), 2014,

companies can serve Annual Reports and other

communications through electronic mode to those

members who have registered their e-mail address

either with the Company or with the Depository.

Members who have not registered their e-mail address

with the Company are requested to submit their request

with their valid e-mail address to M/s Link Intime India

(P) Limited. Members holding shares in demat form are

requested to register/update their e-mail address with

their Depository Participant(s) directly. Members of the

Company, who have registered their email-address,

are entitled to receive such communication in physical

form upon request.

10. A statement pursuant to Section 102(1) of the

Companies Act, 2013 relating to the Special Business to

be transacted at the Meeting is attached herewith.

11. All documents referred to in the accompanying

Notice and the Explanatory Statement shall be open

for inspection at the registered office of the Company

during business hours except on holidays, up to and

including the date of the Annual General Meeting of the

Company.

12. Details of Directors seeking appointment/re-

appointment at the Annual General Meeting of the

Company to be held on 25.09.2017 and are provided in

the Ordinary Business of this Notice.

NOTES:

42

Your Directors have pleasure in presenting the 8th Annual Report together with the Audited Financial

Statements of your Company for the financial year ended 31st March, 2017. During the year, your

Company focused on product innovation, brand building and distribution to grow faster than the

market.

FINANCIAL RESULTSYour Company has consistently followed an integral model of operation right from the procurement,

processing, manufacturing, packaging, branding and distribution. With the help of strong distribution

network, Company serves a wide range of quality products to its consumers. Your Company keeps

launching several products under ‘ANMOL’ brand to consolidate its position in the market. ‘ANMOL’ is

one of the fastest emerging brand in FMCG sector in India.

The summary of the financial results for the F.Y. 2016-17 with the comparison 2015-2016 of your

Company is produced as under: (C In Lacs)

Particulars F. Y. 2016-2017 F. Y. 2015-2016

Revenue from Operations 122,729.39 29,241.69

Total Income from Continuing Business 123,098.15 29,322.25

Profit before Depreciation, Interest & Tax 13,953.14 9,762.44

Less: Depreciation and Amortization expenses 2097.18 622.08

Less: Finance Cost 814.32 259.30

Profit before exceptional items & tax 11,041.64 8,881.06

Less: Exceptional Items 2,041.88 -

Profit Before Tax from continuing operation 8,999.75 8,881.06

Profit from discontinuing operations 1,353.79 147.93

Profit Before Tax 10,353.54 9028.99

Less: Provisions for Tax on Income from Continuing Business 2,601.67 3,197.95

Less: Provision for Tax on Income from discontinuing Business 229.44 (83.31)

Profit for the Year 7,522.43 5914.35

DIRECTORS’ REPORT

Dear Shareholders,

43


FINANCIAL & PERFORMANCE REVIEWDuring the financial year 2016-17, revenue from operations

increased to Rs. 122,729.39 lakhs as against Rs. 29,241.69

lakhs in the previous year. The growth was mainly for

the merger of the other two group companies with your

Company. However, the consolidated Revenue from

operation for the Year 2015-16 was Rs 118,594.31 Lakhs,

resulting a growth of 3.49%. Your Company is confident that

with immense support that it is receiving from everyone

across the Board and from all its consumers, the sales will

bounce back and the coming year should see it climbing

back to consolidate its leadership in the category.

The profitability of your Company as standalone level

has been increased by Rs 1,608.08 Lakhs. However,

the consolidated profitability has been gone down in

comparison to the last year, due to sharp increase of the

Raw material prices.

SIGNIFICANT ACTIVITIES DURING THE YEARI. Merger & Demerger:

During the period under review, two of its group

companies - Anmol Biscuits Limited (the holding

Company of your Company) and Anmol Bakers Private

Limited had been merged with your Company and its

Corporate Management and Treasury Division (CMT

Division), has been demerged to Anant Udyog Private

Limited, the Resulting Company. The Scheme was

approved by the Hon’able NCLT, Kolkata Bench, dated

03.03.2017 and the effective date of the merger and

demerger was 22.03.2017.

The Rationale pertaining to this restructuring of

Company was expanding and increasing its presence

in the business thereby streamlining of management

focus and pruning the operational and administration

cost. It is expected that such consolidation of common

business and creation of business verticals will provide

operational synergies, which in turn will eliminate

inefficiencies and streamline corporate structures and

cash flows.

The separation of the Corporate management &

Treasury division (‘CMT Division’) from Core Business

i.e. ‘Bakery Division’ and independent management

of each of the business will ensure required depth

and focus on each of the businesses and adoption

of strategies necessary for growth of the respective

businesses and would assist in induction of joint

venture partner/ strategic investor/ financial investor in

both Transferee Company and Resulting Company for

its respective business activities. The objective behind

this scheme was to rationalize and optimize the group

legal entity structure to ensure greater alignment of the

businesses by reducing the number of legal entities and

also statutory compliances. As the Company’s Policy

is Customer oriented and Customer satisfaction is the

primary objective.

As per the said Scheme, the total assets and liabilities of

the Transferor Companies i.e. Anmol Biscuits Ltd. and

Anmol Bakers Pvt. Ltd. transferred to your Company

w.e.f. the appointed dates and your Company thus

recognizes the said transactions through “Purchase

Method” of the respective Accounting Standards.

44

II. CHANGE IN STATUS OF THE COMPANY

The status of your Company has been converted from

Anmol Industries Private Limited to Anmol Industries

Limited with effect from 30.03.2017. The said change

was made after taking into consideration the overall

growth in business and potential avenues for expansion

of business and for accomplishing these goals, the

Company might be required to tap public funds for

meeting its long term financial needs by way of issue of

securities and doing the business at a large scale.

III. REGISTERED OFFICE OF THE COMPANY:

The registered office of the Company has been shifted

from Crescent Tower, 9th Floor, 229, A.J.C. Bose Road

Kolkata-700020 to Unit-3A, 3B, 3C & 3D, 3rd Floor,

Crescent Tower, 229, A.J.C. Bose Road, Kolkata 700020

w.e.f. 30.03.2017.

DIVIDENDThe Board in its meeting held on 12.09.2017 has

recommended a final dividend of Rs. 5.00/- for the financial

year ended on 31.03.2017. The proposal is subject to

the approval of the shareholders in the ensuing Annual

General Meeting During the year under review, the Board

of Directors of the Company did not recommended any

interim dividend for the year ending 31st March, 2017.

TRANSFER TO RESERVEThe Company has transferred Rs 1,000.00 lakhs to the

General Reserve out of amount available for appropriations.

BAKERY INDUSTRY – a brief outline1. Introduction

Baked goods in India continued to grow steadily

in 2014. The future prospects in India for the Bakery

industry which comprises of biscuits the baked

goods is expected to grow by a value CAGR of 2% at

constant 2014 prices during the forecast period. This

will be driven by the growing consumption of healthier

versions of baked goods, which includes brown bread,

multigrain bread, no cream pastries and cakes. Indian

market has huge potentials for bakery products.

2. Biscuit Trends during the year:

2.1. All over the Country

Biscuits continued to be one the fastest moving

packaged food categories from retail channels. It

was the most common snack along with tea and

coffee in India, with sweet biscuits being particular

popular. Sweet biscuits was at a mature stage in the

product’s lifecycle, and is well accepted amongst

consumers, easily available, affordable by everyone

and a good snack. With the advanced aspiration

for increased socialisation, Indian consumers are

forcing the demand for more hang-out options.

The Indian bakery industry is not really geared up

to face the daunting task that lies ahead, which is

of striking a balance. Moving ahead, the sector is

expected to see more international brands entering

the Indian market.

2.2. Industry scenario in International Market:

The Indian bakery sector consists of some of the

large food categories like breads, biscuits, cakes

etc. The branded packaged segment in this sector

had a size of Rs. 17,000 crore in last financial year

and is expected to grow at phenomenal rate of 13-

15 per cent in the next 3-4 years.

Source-http://www.foodprocessingbazaar.com/

index.php?option=com_content&view=article

&id=99:bakery-industry-present-and-future-

prospects&catid=19&Itemid=161

Biscuits will continue to grow strongly over the

forecast period. Consumers will shift to healthier

versions for regular consumption; however, since

it is not a proper meal, and generally consumed

along with tea or coffee, the sale of biscuits

whether healthier versions or not will continue

to remain steady and unaffected by the growing

health and wellness trend.

45


India is one of the world’s largest cookies and

biscuits consuming nation of the world owning to

few best and consumer oriented brands found here.

2.3. Biscuit Industry Analysis:

Biscuit industry in India in the organized sector

produces around 60% of the total production, the

balance 40% being contributed by the unorganized

bakeries. The industry consists of two large scale

manufacturers, around 50 medium scale brands

and small scale units ranging up to 2500 units in

the country. The unorganized sector is estimated

to have approximately 30,000 small & tiny

bakeries across the country. The biscuit category

is expected to continue its growth trajectory of 15

per cent going ahead. Growth in bread would be

relatively slower.

Source:http://www.fnbnews.com/Top-News/

indian-market-has-huge-potential-for-bakery-

products-38710

Bakery Segment Analysis:

The bakery industry in India today has an important

place in the industrial map of the country. If the

reports are to be believed upon, the bakery industry

has achieved third position in generating revenue

among the processed food sector. It also mentions

that the shining star of the sector remains the

biscuits industry, which is expected to outperform

the growth of the sector overall. However, there

has been an uptick in demand, including trends

such as cupcake stores and gluten-free baked

goods.

Source-http://www.foodprocessingbazaar.com/

index.php?option=com_content&view=article

&id=99:bakery-industry-present-and-future-

prospects&catid=19&Itemid=161

Bakery products, due to high nutrient value and

affordability, are an item of huge consumption.

Due to the rapid population rise, the rising foreign

influence, the emergence of a female working

population and the fluctuating eating habits of

people, they have gained popularity among people,

contributing significantly to the growth trajectory

of the bakery industry.

A number of healthy products have been launched

in the bakery segment, and are gaining popularity

at a high rate. The mounting presence of bakery

chains has further triggered the growth in the

sector.

BUSINESS OUTLOOKIndian economy has been facing headwinds these past

couple of years. Due to the demonetization, your Company

has seen a slight slowdown in the third and fourth quarter

of the year. Also the introduction of GST has also impacted

the 1st Quarter performance of the current financial year.

However, your Company expects industry to bounce back

to double digit growth on the back of the socio-economic

fundamentals.

Your Company is also focusing its presence at the every part

of the domestic market specially the South Indian part of the

Country and presently the Company has hitherto started is

depot at Vijaywada to cater the whole of state of Andhra

Pradesh, at Hyderabad to cater the state of Telengana and

Jaipur to cater the whole of State of Rajasthan. Apart from

focusing on its expansion plans in domestic market, your

Company is also focusing in strengthen its scope globally

in foreign countries i.e. European Countries, Australia and

South American Countries by the International presence.

Your Company’s focus areas continue to be the large and

growing Export markets.

Modern Trade, new indigenous geographical territories

are the new area of your Company to generate profits

and market capitalization. Your Company is continuing

its strategy to identify and explore profitable growth

opportunities by increasing the consumer presence and

46

consumption of Anmol brands of products by constant

and continued process of maintaining the quality and

taste of people. The focus in bakery is to strengthen the

differentiated products where your Company has a relative

advantage, through renovations and quality consistency.

Every Anmol Brand product is the symbol of commitment

and values to the consumers.

BUSINESS STRATEGYAfter the internal restructuring, i.e. merger and with the

motive of expanding its operating pace for the expansion of

the operating area satisfying consumer all over the world,

your company has changed the LOGO of the ANMOL to

give a refreshed new boost to the Company’s operational

strategies and will be executed well in future to inject life

into a company and drive a new wave of sales and brand

loyalty.

Simialrly to make the packing more eco friendly and

something new with a view of more attractive, the packages

of its major products i.e. Dreamlite, ButterBake, Vegmunch

etc. have been modified. Unlike in the earlier years, your

Company has also focused in the year on the fundamentals

to achieve business goals. The products were fine-tuned or

redesigned, whenever necessary, to become competitively

superior, front-end was reorganized to become more

efficient & effective and operations were tightened to

minimize waste, increase productivity and improve quality.

But most importantly your Company continued to support

its brands aggressively to remain at the consumers’ mind

and earn their attraction. Over the years it has continued

investing in India, setting up more factories and expanding

existing ones. In view of this, Your Company’s new factory

has been started in Odisha and the Commercial Production

has been started from 30th March 2017. Also the rusk

plant at Sambalpur, Odisha will soon start its commercial

production.

After due analysis your Company reconfigured the frontline

sales organization to make it leaner, more productive and

accountable. This has had two significant impacts on the

output. Your Company’s width of distribution has increased

in rural and semi rural markets and depth (sale/retail store)

has increased in the urban markets by presence in modern

trades.

BRAND:Brands are the pillars of your Company’s current business

and its future. Your Company has kept up the pace of

innovation by investing aggressively in new technologies

and capability programmers with a view to enhance the

productivity, quality and taste of people. A wide range of

quality products with significant investments in product

development, innovation in manufacturing technology,

wide range distribution facility have enhanced the market

standing and the brand name considerably.

Your Company’s brands have become iconic over time

due to the combination of superior product and endearing

communication. Your Company has already changed its

LOGO making it more customer attentive and attractive.

Your Company has been making focused efforts to balance

cost, quality and aspiration in its brand for consumer

affordability. Cost effectiveness has been a key pillar of your

Company’s value creation strategy and this was achieved

through scale in operations, technology interventions and

wastage reduction in the value chain along with efficient

management of working capital. Your Company will

continue and intensify the thrust on cost effectiveness in

the coming year as well. Your Company continued to make

investments during the year towards enhancing brand

salience and consumer connect while simultaneously

implementing strategic cost management measures across

the value chain. Segment Results also reflect the impact of

sustained investment in brand building and gestation costs

of new categories. The role of a responsible Company

like ours, is not just to its shareholders but to society at

large by providing tasty, nutritious brands and reflecting

contemporary lifestyle. Your Company has recently assigned

Mr. Akshay Kumar, the famous Bollywood Actor as its Brand

Ambassador to represent Brand” Anmol” in a positive light

and by doing so help to increase brand awareness and

47


sales. Apart from this some new products has also been

launched like Acti-Marie, Anmol Top Magic etc.

During the year under review your company invested

Rs. 1,086.00 lakhs (approx) in Advertisement through

Electronic, Print and BTL medias and also in various other

Sales Promotional activities and schemes for increasing the

accessibility and adaptability of its Brands.

EXPORTBased in India’s City of Joy, your Company work out

of strategic trade hubs of Asia, Africa, Middle East

and Caribbean Islands. Although, a relatively young

organization your company has added accreditations like

US FDA, GMP, HALAL, ISO 22000:2005 to its banner. The

products are crafted for delicacies, available in wide range

of flour and tastes. The export range comprises of more

than 12 varieties of biscuits among which four SKUs have

been newly launched in this year. Apart from the Anmol

branded biscuits, your company has partnered with several

contractors of United Nations for supplying of biscuits to

their different missions all across MENA regions. Also the

export department is joining its hand with different big

export houses across the Middle East and Africa where

manufacturing biscuits are made under their brand. This has

helped us in successfully producing innovative products and

packaging which has increased the competency among

the competitors. A massive development in the R&D has

also resulted in matching the taste of the biscuits as per the

taste buds of our international consumers. Last year Anmol

made its presence felt in some of the most prestigious

trade fair across the world such as Gulfood in Dubai, Food

Agro in Kenya and ISM in Germany. The exports division of

Anmol draws inspiration from the fact that change is the

only constant and it is absolutely essential for the company

to keep evolving which will reflect in the frequent launches

of newer products and in newer markets.

INFORMATION TECHNOLOGYYour Company has successfully implemented the E R P

based online System “SAP” for its Factory, Job Works and

Depots, which will support the Company for timely decisions

through converting data into actionable information. During

2014-15, your Company started realizing the benefits of

best in class Supply Chain IT capabilities enabled through

SAP. Integrating end-to-end supply chain covering demand,

capacity and production planning has enabled an increased

service delivery with reduction of inventory. Your Company

has moved ahead on mobility front enabling field force MIS

on tablets.

SHARE CAPITAL1. Authorized Share Capital

The Authorized Share Capital of the Company has

been changed from Rs. 5,00,00,000/- (Rs. Five Crores

Only) divided into 50,00,000 Equity Shares @ Rs. 10/-

each to Rs. 43,00,00,000/- (Rupees Forty Three Crores

Only) divided into 4,30,00,000 Equity Shares @ Rs. 10/-

each. The increase of Authorised Share Capital was

happened due to the merger of two Companies with

your Company.

2. Paid-up Share Capital

Similarly, the Paid up Equity Share Capital of the

Company has been changed from Rs. 4,66,00,000/-

(Rs. Four Crores Sixty Six Lakhs Only) divided into

46,60,000 Equity Shares @ Rs. 10/- each to Rs.

12,35,77,080/- (Rupees Twelve Crores Thirty Five Lakhs

Seventy Seven Thousand and Eighty Only) divided into

1,23,57,708 Equity Shares @ Rs. 10/- each.

DEPOSIT FROM PUBLICYour Company has not accepted any deposit and, as such,

no amount of principal or interest was outstanding as of the

Balance Sheet date.

HUMAN RESOURCES DEVELOPMENTYour company is committed to create an environment of

learning and development, promote internal talent and

build an appreciating culture. Your Company has created

platforms for recognizing and motivating employees for

the good work they do in the organization. Your Company

48

considers people as its biggest assets and ‘Believing in

People’ is at the heart of its human resource strategy. It has

put concerted efforts in talent management and succession

planning practices, strong performance management and

training initiatives to ensure that your Company consistently

develops inspiring, strong and credible leadership. It actively

engages the employees to increase awareness about the

need to sustain the environment.

The Company has continuously adopted structures that

help attract best external talent and promote internal talent

to higher roles and responsibilities. ABL’s people centric

focus providing an open work environment fostering

continuous improvement and development helped several

employees realize their career aspirations during the year.

Company’s Health and Safety Policy commits to provide a

healthy and safe work environment to all employees. The

Company’s progressive workforce policies and benefits,

various employee engagement and welfare initiatives,

various employee engagement programs, have addressed

stress management, promoted work life balance.

EDUCATION, TRAINING AND ASSESSMENTLearning and education are at the foundation of AIL.

Competency development continues to be a key area of

strategic focus for us. During fiscal 2017, many training

programmes are been organised by the company for

its employee. Your Company engaged several faculty

members in this regard.

To enhance the innovative quotient among the workforce,

we conducted the Design Thinking Program, which trains

individuals in an empathetic, customer-centric mode of

problem finding and problem solving.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013The Company has zero tolerance for sexual harassment

at workplace and has adopted a policy on prevention,

prohibition and redressal of sexual harassment at workplace

in line with the provisions of Sexual Harassment of Women

at Workplace (Prevention, Prohibition and Redressal) Act,

2013 and the rules framed thereunder.

The Company has set up an Internal Complaints Committee

for providing a redressal mechanism pertaining to sexual

harassment of woman employees at work place. There

was no case of sexual harassment reported during the year

under review.

TRANSACTIONS WITH RELATED PARTIESThe Company has entered into contract/arrangements with

the related parties in the ordinary course of business. The

Company has also complied the provisions of Section 188

of the Companies Act, 2013 during the year under review.

For details please refer the Form AOC-2 as Annexure A

attached to this Report.

CREDIT RATINGSIndia Ratings & Research Private Limited, a Fitch Group

Company, has re-affirmed ‘IND A+’ with stable outlook to

the long term & short term instruments/ facilities of the

Company and “IND A1+’ rating to the Non-Fund based

instruments/ facilities of the Company.

BUSINESS EXCELLENCE AND QUALITY INITIATIVESThe Business continues to receive industry recognition

and accolades for its commitment to and excellence in

sustainability and thus had been awarded with the ET

Awards for the same in the financial year 2016-2017.

The technical teams constantly work with us to improve our

quality so that we are able to achieve these pre-set Quality

standards. Your Company’s oath for finest quality with

reasonable pricing is continuing to be the guiding principle

of operations. Following this principle, your Company

always compares the current state versus the desired state.

Your Company has been making focused efforts to balance

cost, quality and aspiration in its brand for consumer

affordability and your Company also maintained compliance

to ISO-22000:2005.

49


DIRECTORS AND KEY MANAGERIAL PERSONNELSince the Company has been merged with Anmol Biscuits

Limited and Anmol Bakers Private Limited, the Composition

of the Board of Directors has also been reorganized,

being a part of the Company Restructuring strategy. The

information of the Past and Present composition of Board

of Directors have been annexed with the Board’s Report in

the Annexure-B.

STATUTORY AUDITORSM/s. S. Poddar & Co., Chartered Accountants, were

appointed as the Statutory Auditors of the Company at

the 5th Annual General Meeting held on 30th day of

September,2014, under the provisions of Section 139, 142

and other applicable provisions, if any, of the Companies

Act, 2013 for a term of 5 years, to hold office from

the conclusion of that Annual General Meeting till the

conclusion of the 5th consecutive Annual General Meeting,

i.e. from 5th AGM to 10th AGM, subject to the ratification of

the appointment by the Members at every Annual General

Meeting, at a remuneration to be decided by the Board of

Directors in consultation with the Auditors plus applicable

tax and reimbursement of travelling and out of pocket

expenses incurred by them for the purpose of audit.

M/s. S. Poddar & Co., Chartered Accountants resigned due

to pre-occupation on 05.05.2017 and pursuant to Section

139(8)(i) of the Act, the Board appointed M/s. Lodha & Co.,

Chartered Accountants as the Statutory Auditors for the of

the Company for the financial Year 2016-2017, to fill the

Casual Vacancy arose after the resignation of the M/s. S.

Poddar & Co.,. Subsequently, the shareholders consent is

accorded in the EGM dated 19.05.2017, for the appointment

of M/s Lodha & Co., Chartered Accountants to be as the

statutory auditors of the Company till the completion of

the ensuing Annual General Meeting. In this regard, M/s.

Lodha & Co., Chartered Accountants have submitted their

written consent that they are eligible and qualified to be re-

appointed as Statutory Auditors of the Company in terms

of Section 139 of the Companies Act, 2013 and also satisfy

the criteria provided in Section 141 of the Companies Act,

2013 to fill up the Casual Vacancy. The Board has also

recommended for the approval of the members for the

appointment of M/s Lodha & Company for tenure of 5

Years from the completion of the ensuing AGM.

STATUTORY AUDITORS’ REPORT

The Board of Directors of your Company have duly

examined the Statutory Auditor’s Report for Standalone

Financial Statement for the Financial Year 2016-17 which are

self Explanatory and does not call for any further comment.

SECRETARIAL AUDITPursuant to the provisions of Section 204 of the Companies

Act, 2013 read with the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014,

the Company had appointed Mr. Dash M& Associates,

Practicing Company Secretary, to undertake the Secretarial

Audit of the Company for the Financial Year 2016-17. The

Board of Directors of your Company have duly examined

the Secretarial Auditor’s Report and there is no observation

by the Auditors have given.

The Secretarial Audit Report in the Form MR-3 for the

Financial Year ended 31st March, 2017 is given as Annexure

C forming part of this Report.

ENVIRONMENT AND SAFETYEnvironment, Health and Safety is considered critical to

your Company. Your company has introduced various

accident prevention programs at work place as part of

demonstration continual improvement in the field of health

and safety. Employee participation is a vital factor in your

company in strengthening the proactive safety culture

through campaigns and competitions.

Your Company continues to show its commitment for

sustainable use of natural and non-renewal resources for

the improvement of all the aspects of the environment.

Your Company pays special emphasis for plantation of trees

and preserving the trees in its working campuses. It ensures

50

that state of Art Technology along with consistent efforts to

reduce waste & emission. Your Company is using the green

fuel for its manufacturing activities, resulting substantial

reduction of the emission of the air pollution.

Energy conservation and the use of green fuels continue

to be a priority area for your Company. A focused Energy

Program has been established with a view to carry out

specific initiatives in the field of Energy Efficiency and

Conservation. Centralization of Oven Controls leading to

substantial savings in energy has been initiated.

Environment, Health and Safety are treated as core values

at your Company. Your Company has strengthened its

workplace systems and practices as a part of ZERO accident

culture through several accident prevention programs

and has introduced site level performance indicators to

promote a positive and proactive culture at work place. Your

Company focused on continual improvement programs at

units and Safety improvement initiatives. Your Company

also extended safety programs at depots covering fire,

electrical and operational safety. Your Company initiated

several activities as part of employee engagement in safety

management which is detailed below:

a. Imparting hands-on training to workmen for following

safe work practices.

b. Mock drills as part of emergency response system.

c. Safety inspection program to identify unsafe conditions

and eliminate them.

d. Hazard and risk study at factories to capture process

related hazards and risks associated with them.

e. Safety in project management as part of contractor

safety program.

f. Visitor safety guidelines at factories.

EXTRACT OF ANNUAL RETURNThe extract of Annual Return as provided under Sub-Section

(3) of Section 92 of the Companies Act, 2013 ( the “Act”)

pursuant to the provisions of section 134 (3) (a) of the Act,

an extract of the Annual Return in form MGT – 9 is given as

Annexure- D forming part to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)AIL has been early adopter of corporate social responsibility

(CSR) initiatives. The Company works primarily through its

internal CSR team, Baijnath Choudhary Charitable Trust, and

other external implementing agencies, towards supporting

projects in promoting education, art and culture, healthcare

and rural development projects.

As per the Companies Act, 2013, all Companies having a net

worth of Rs. 500 crore or more, or a turnover of Rs. 1000

crore or more or a net profit of Rs. 5 crore or more during any

financial year are required to constitute a CSR committee of

the Board of Directors comprising three or more directors,

at least one of whom should be an independent director.

All such companies are required to spend at least 2% of

the average net profit of their three immediately preceding

financial year on CSR related activities. Accordingly, the

company was required to spend Rs. 114.23 lakhs towards

CSR activities which was spent by the Company on activities

specified in schedule VII of the Companies Act, 2013 and

the CSR Policy as adopted by the Company.

The CSR Policy of the Company and the details about the

initiatives taken by the Company on CSR during the year

as per the Companies (Corporate Social Responsibility

Policy) Rules, 2014 have been disclosed in Annexure-E to

this Report.

SIGNIFICANT AND MATERIAL ORDERThere are no significant and material order passed by the

regulators or Courts or Tribunals impacting the going

concern status and Company’s operation in future.

BOARD DIVERSITYThe company recognizes and embraces the importance of

a diverse board in its success. We believe that a truly diverse

board will leverage differences in thoughts, prospective,

knowledge, skill, regional and industry experience, cultural

and geographical background, age, ethnicity, race and

gender, which will help us retain our competitive advantage.

51


The Board has adopted the Board Diversity System which

sets out the approach to diversity of the Board of Directors.

NUMBER OF MEETINGS OF THE BOARD AND COMMITTEESThe Board meets four times during the financial year. The

maximum interval between any two board meeting did not

exceed 120 days, as prescribed in the Companies Act, 2013.

The Board of Directors held ten meetings during the year

and the meetings are held on 03.05.2016, 06.06.2016,

01.08.2016, 03.10.2016, 01.11.2016, 21.01.2017, 07.03.2017,

23.03.2017, 27.03.2017, 30.03.2017.

Dates of Audit Committee Meeting in the Financial Year

2016-17 on: 03.05.2016, 01.08.2016, 21.01.2017.

Dates of Nomination and Remuneration Committee

Meeting in the Financial Year 2016-17: 07.03.2017

Dates of CSR Meeting in the Financial Year 2016-17:

01.08.2016.

Dates of Independent Directors’ Meeting in the Financial

Year 2016-17: 10.02.2017

COMMITTEES OF THE BOARDCurrently, the Board has three committees: the audit

committee, the nomination and remuneration committee,

the corporate social responsibility committee. All

committees of the directors consist of proper combination

of executive, non executive and independent directors

as per the requirement of the composition of committee

prescribed under the Companies Act, 2013.

1 Audit committee

The Audit Committee of the Board provides reassurance

to the Board on the existence of an effective internal

control environment that ensures:

• efficiency and effectiveness of operations, both

domestic and overseas.

• safeguarding of assets and adequacy of provisions

for all liabilities.

• reliability of financial and other management

information and adequacy of disclosures.

• compliancewithallrelevantstatutes.

The role of the Committee includes the following:

a) To oversee the Company’s financial reporting

process and the disclosure of its financial

information to ensure that the financial statements

are correct, sufficient and credible.

b) To recommend the appointment, remuneration,

terms of appointment and removal of Statutory

Auditors;

c) To review and monitor the Statutory Auditors’

independence and performance, and effectiveness

of the audit process;

(d) To review the following:

(i) Management discussion and analysis of

financial condition and results of operations;

(ii) Adequacy of internal control systems and the

Company’s statement on the same prior to

endorsement by the Board, such review to be

done in consultation with the management,

Statutory and Internal Auditors;

(iii) Reports of Internal Audit and discussion with

Internal Auditors on any significant findings

and follow-up thereon;

(iv) System for storage, retrieval, security etc. of

books of account maintained in the electronic

form;

(v) Functioning of Whistle Blower mechanism in

the Company.

Composition of Audit Committee

The Audit Committee presently comprises Mrs. Mamta

Binani, Chairperson of the Audit Committee, Mr. Sumit

Malhotra and Mr. Bimal Kumar Choudhary- Members,

pursuant to the reconstitution of the Audit Committee

in the Board Meeting dated 12.09.2017.

2 Nomination and remuneration committee policy:

52

The NRC Policy of the Company, the Composition of the

NRC Committee and the details about the NRC Policy

as required under section 178(3) of the Companies Act,

2013 have been disclosed in Annexure-F to this Report.

RISK MANAGEMENT POLICYYour Company have a Risk Management policy, which is

under the Audit committee of the Board of the Directors,

who has been entrusted with the responsibility to assist the

Board in:

a) To ensure that all the current and future material risk

exposures of the Company are identified, assessed,

quantified, appropriately mitigated, minimized and

managed i.e. to ensure adequate systems for risk

management.

b) To establish a framework for the company’s risk

management process and to ensure its implementation.

c) To enable compliance with appropriate regulations,

wherever applicable, through the adoption of best

practices.

d) To assure business growth with financial stability.

e) To oversee that all the risks that the organization faces

such as strategic, financial, credit, market, liquidity,

security, property, IT, legal, regulatory and other risks

have been identified and assessed and there is an

adequate risk management infrastructure in place

capable of addressing those risks;

f) To Review and recommend changes to the Risk

Management Policy and/or associated frameworks,

processes and practices of the Company;

g) Identification of all risks which may threaten the

existence of the Company;

h) Evaluate the efficacy of Risk Management Systems –

Recording and Reporting;

i) Contributing towards more efficient use/ allocation of

the resources within the organization;

j) Ensure periodic review of operations and contingency

plans and reporting to Board in order to counter

possibilities of adverse factors having a bearing on the

risk management systems.

The Audit Committee shall have access to any internal

information necessary to fulfill its oversight role. They shall

also have authority to obtain advice and assistance from

internal or external legal, accounting or other advisors. There

has been no change in the policy since last fiscal year. The

Company manages monitors and reports on the principal

risks and uncertainties that can impact its ability to achieve

its strategic objectives. The Company’s management

systems, organizational structures, processes, standards,

code of conduct and behaviors together form the Anmol

Management System (AMS) that governs how the Group

conducts the business of the Company and manages

associated risks. The Company has introduced several

improvements to Integrated Enterprise Risk Management,

Internal Controls Management and Assurance Frameworks

and processes to drive a common integrated view of risks,

optimal risk mitigation responses and efficient management

of internal control and assurance activities. This integration

is enabled by all three being fully aligned across Group

wide Risk Management, Internal Control and Internal Audit

methodologies and processes.

INDEPENDENT DIRECTORS’ DECLARATIONAll the Independent Directors of your Company-Mrs. Mamta

Binani, Mr. Sumit Malhotra, Mr. Pawan Kumar Agarwal and

Pranab Maity have submitted the declaration that each of

them meets the criteria of independence as provided in

Sub-Section (6) of Section 149 of the Act.

POLICIESWe seek to promote and follow the highest level of ethical

standards in all our business transaction guided by our

value system. All our Companies policies are available at the

registered office of the Company. The policies are reviewed

periodically by the Board and updated based on need and

new compliance requirement.

53


In addition to its Code of Conduct and ethics, key policies

that have been adopted by the Company are as under:

Name of the Policy Brief description

Corporate Social

Responsibility Policy

The policy outlines the Company’s

strategy to bring about a positive

impact on society through

programs relating to hunger,

poverty, education, healthcare,

and environment and lowering its

resource footprint.

Nomination and

Remuneration Policy

This policy formulates the criteria

for determining qualifications,

competences, positive attributes

and independence for the

appointment of a director and also

the criteria for determining the

remuneration of the directors, key

managerial personnel and other

employees.

Risk Management

Policy

The company has adopted the Risk

management policy to mitigate the

risk, i.e. financial or operational risk

associated with the company.

Vigil Mechanism The company has adopted

the whistleblower mechanism

for directors and employee to

report concerns about unethical

behaviour, actual or suspected

fraud, or violation of the Company’s

code of conduct and ethics. There

has been no change to the policy

adopted by the Company during

last fiscal year.

Criteria for

performance

evaluation of directors

Policy

The policy outlines the Company’s

policy to evaluate the performance

of the directors of the company.

Policy on Prevention

of Sexual Harassment

at Workplace

The Company has adopted a

strong policy to prevent sexual

harassment at the work place.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTSLoan, guarantees and investment covered under section

186 of the Companies Act, 2013 form part of the Notes to

the financial statements provided in the Annual Report.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOThe particulars as prescribed under Rule 8(3) of the

Companies (Accounts) Rules, 2014, are set out in an

Annexure- G to this Report.

BOARD EVALUATIONThe Company has devised a formal process for annual

evaluation of performance of the Board, its Committees

and Individual Directors (“Performance Evaluation”). As per

the applicable provisions of the Act, Annual Board Meeting

is held for evaluating the performance of the Board

One of the key functions of the Board is to review and

monitor the Board Evaluation framework. The performance

evaluation of the Board, its Committees and individual

directors was conducted and the same was based on

questionnaire and feedback from all the Directors on

the Board as a whole, Committees and self-evaluation.

Directors, who were designated, held separate discussions

with each of the Directors of the Company and obtained

their feedback on overall Board effectiveness as well as

each of the other Directors. Based on the questionnaire

and feedback, the performance of every director

was evaluated in the meeting of the Nomination and

Remuneration Committee (NRC). The meeting of NRC

also reviewed performance of the Managing Director and

Whole Time Director on goals (quantitative and qualitative)

set at the beginning of the year. A separate meeting of the

independent directors (“Annual ID meeting”) was convened,

which reviewed the performance of the Board (as a

whole), the non-independent directors and the Chairman.

Post the Annual ID meeting, the collective feedback of

each of the Independent Directors was discussed by the

54

Chairman of the NRC with the Board’s Chairman covering

performance of the Board as a whole; performance of the

non-independent directors and performance of the Board

Chairman.

Some of the key criteria for performance evaluation are as

follows:–

Performance evaluation of Directors:

• AttendanceatboardorCommitteemeeting;

• ContributionatBoardorCommitteemeeting;

• Guidance/Support to Management outside Board/

Committee meeting.

Performance evaluation of Board and Committees:

• Degreeoffulfilmentoffullresponsibilities;

• BoardStructureandcomposition;

• Establishmentanddelineationofresponsibilities;

• Effectiveness of Board process, information and

functioning;

• Boardcultureanddynamics;

• Quality of Relationships between Board and

Management;

• Efficientofcommunicationwithexternalstakeholders.

DIRECTORS’ RESPONSIBILITY STATEMENTPursuant to the requirement of Section 134(5) of the

Act, and based on the representations received from the

management, the directors hereby confirm that:

a) in the preparation of the annual accounts for the

financial year 2016-17, the applicable accounting

standards have been followed and there are no material

departures;

b) the Directors have selected such accounting policies

and applied them consistently and made judgments

and estimates that are reasonable and prudent so as

to give a true and fair view of the state of affairs of the

Company at 31st March 2017 and of the profit of the

Company for that period;

c) the Directors have taken proper and sufficient care to the

best of their knowledge and ability for the 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 fraud

and other irregularities;

d) the Directors have prepared the annual accounts on a

going concern basis;

e) the Company being unlisted, sub clause (e) of the

Section 134(3) of the Companies Act, 2013 pertaining

laying down internal financial controls is not applicable

to the Company; and

f) the Directors have devised proper systems to ensure

compliance with the provisions of all applicable laws

and that such systems were adequate and operating

effectively.

GREEN INITIATIVESAs in the previous year this year too, electronic copies of

the Annual Report and the Notice of the 8th Annual General

Meeting are sent to all members whose email address are

registered with the Company. For members who have not

registered their email address, physical copies are sent in

the permitted mode.

PARTICULARS OF EMPLOYEES:The Company being unlisted, the disclosures under Section

197 (12) of the Companies Act, 2013 is not applicable.

Pursuant to the Rule 5(2) of the Companies (Appointment

and Remuneration) Rules, 2014, the details of the employees

are mentioned below: (It includes the employees of Anmol

Biscuits Limited and Anmol Bakers Private Limited, which

were merged with your Company)

(A) If employed throughout the Financial year, was in

receipt of remuneration for that year which, in the

aggregate, was not less than sixty lakh rupees: (a)

Mr. Bimal Kumar Choudhary, Managing Director; Mr.

Biswanath Choudhary, Whole-time Director ; Mr. Dilip

55


Kumar Choudhary, Whole-time Directors, Mr.Gobind

Ram Choudhary, Managing Director and (b) Mr.

Baijnath Choudhary – Chairman Emirates, Mr. Deepak

Choudhary, Mr. Sunil Choudhary, Mr. Ankit Choudhary

and Mr. Vikash Choudhary.

(B) If employed for a part of the financial year, was in

receipt of remuneration for any part of that year, at a

rate which, in the aggregate, was not less than five lakh

rupees per month: NIL

(C) If employed throughout the financial year or part

thereof, was in receipt of remuneration in that year

which, in the aggregate, or as the case may be , at a

rate which, in the aggregate, is in excess of that drawn

by the Managing Director or Whole Time Director or

Manager and holds by himself or along-with his spouse

and dependent children, not less than two percent of

the equity share of the Company: NIL

Pursuant to the Rule 5(3) of the Companies

(Appointment and Remuneration) Rules, 2014, the

details of the above-said employees are mentioned

below in the Annexure H.

ACKNOWLEDGEMENTThe Directors wish to convey their appreciation to

business associates for their support and contribution

during the year. The Directors would also like to thank the

employees, shareholders, customers, suppliers, alliance

partners and bankers for the continued support given by

them to the Company and their confidence reposed in the

management. Our consistent growth was made possible by

their hard work, solidarity, cooperation and support. Further,

we thank the governments of various countries where we

have our operations. We also thank the Government of

India particularly the Ministry of Labour and Employment,

Ministry of Finance, the Ministry of Corporate Affairs.

CAUTIONARY STATEMENTStatements in the Board’s Report describing the Company’s

objectives, expectations or forecasts may be forward-

looking within the meaning of applicable laws and

regulations. Actual results may differ materially from those

expressed in the statement. Important factors that could

influence the Company’s operations include global and

domestic demand and supply conditions affecting selling

prices of finished goods, input availability and prices,

changes in government regulations, tax laws, economic

developments within the country and other factors such as

litigation and industrial relations.

On behalf of the Board of Directors

Biswanath Choudhary

Place: Kolkata Chairman

Date: 12.09.2017 DIN:00331136

56

ANNEXURE – A

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

Form No. AOC-2(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 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 arms length

transactions under third proviso thereto:

(a) (b) (c) (d) (e) (f) (g) (h)

Sr.

No.

Name(s) of the

related party

and nature of

relationship

Nature of

contracts/

arrangements/

transactions

Duration of

the contracts /

arrangements/

transactions

Salient terms of the

contracts or arrangements

or transactions including

the value, if any

Justification for

entering into

such contracts or

arrangements or

transactions

date(s) of

approval by the

Board

Amount

paid as

advances,

if any:

Date on which

the special

resolution

was passed

in general

meeting as

required under

first proviso to

section 188

1 Bansal Cement

Pvt Ltd,

(Common

Directors

in Both the

Companies)

Business

Promotion

Till the

transactions

mentioned

in column (d)

exceeds Rs

5.00 Cr Per

Annum

Sale, Purchase or Supply

of any goods or materials,

selling or otherwise

disposing of or buying

property of any kind leasing

of property of any kind

availing of any services

Appointment of any agent

for purchase or sale of

goods, material services or

property to the tune of Rs.

5.00 Crores Per Annum

The transactions

with the said group

Company is required

for better business

activities and earnings

of Profits.

23-06-2014

(from Anmol

Biscuits

Limited)

Nil 7/31/14

Transaction made during the year with Bansal Cement Private Limited (2016-17) Rs 6.53 Lakhs

2 Keshav

Choudhary

- Son of

Managing

Director, Mr.

Bimal Kumar

Choudhary

Education/

Development of

Employees

Till the

Completion

of his higher

Studies /

trainning

Appointed as the

Management Trainee of

the company on such term

& Condition including his

Salary/Stipend, training,

Education & other

Expenses, to the tune of Rs.

3 Crores per year

This transaction is as

per the HR Policy of

the Company and the

same will be benefited

to the Company for

keeping talented

personnel within the

organisation.

23-06-2014

(from Anmol

Biscuits

Limited)

Nil 7/31/14

Transaction made during the year with Keshav Choudhary (2016-17) Rs 6.53 Lakhs

3 Surabhi

Chowdhary

- daughter

of Managing

Director, Mr.

Bimal Kumar

Choudhary

Education/

Development of

Employees

Till the

Completion

of her higher

Studies /

trainning

Appointed as the



& Condition including her

Salary/Stiphen, training,

Education & other


3 Crores per year



the Company and the


to the Company for

keeping talented


organisation.

23-06-2014

further

approved on

27.04.2017

Nil 7/31/14

Transaction made during the year with Surabhi Choudhary (2016-17) Rs. 32.70 Lakhs

57


(a) (b) (c) (d) (e) (f) (g) (h)

Sr.

No.

Name(s) of the

related party

and nature of

relationship

Nature of

contracts/

arrangements/

transactions

Duration of

the contracts /

arrangements/

transactions




the value, if any

Justification for

entering into

such contracts or

arrangements or

transactions

date(s) of

approval by the

Board

Amount

paid as

advances,

if any:

Date on which

the special

resolution

was passed

in general

meeting as

required under

first proviso to

section 188

4 Jyotim

Construction

Pvt.Ltd.(Jyotim

Construction

LLP w.e.f.

27.02.2017)

(Directors are

partners in the

LLP)

Rental

Occupation of

Business place

5 years Rent Agreement / Rent Rs.

1000 P.M.

The transactions

with the said group

Company is required

for smooth Business

operation and

earnings of profit

17-11-2014 by

Anmol Biscuits

Ltd., further

approved on

27.04.2017

Nil Not Applicable

Transaction made during the year with Jyotim Construction LLP (2016-17) Rs.0.12 Lakhs

5 Wonderland

Realtors Pvt.Ltd.

(Wonderland

Realtors

LLP w.e.f.

07.02.2017)

( Directors are

partners in the

LLP)

Rental

Occupation of

Business place


1000 P.M.

The transactions

with the said group

Company is required

for smooth Business

operation and

earnings of profit

17-11-2014 by

Anmol Biscuits

Ltd., further

approved on

27.04.2017

Nil Not Applicable

Transaction made during the year with Wonderland Realtors LLP (2016-17) Rs. 0.12 Lakhs

6 Urban Nirman

Pvt.Ltd.(Urban

Nirman

LLP w.e.f.

07.02.2017)

(Directors are

partners in the

LLP)

Rental

Occupation of

Business place


1000 P.M.

-do- 17-11-2014 by

Anmol Biscuits

Ltd., further

approved on

27.04.2017

Nil Not Applicable

Transaction made during the year with Urban Nirman LLP (2016-17) Rs. 0.12 Lakhs

7 Mukund

Nirman Pvt.

Ltd. (Mukund

Nirman

LLP w.e.f.

06.02.2017) (

Directors are

partners in the

LLP)

Rental

Occupation of

Business place


1000 P.M.

-do- 17-11-2014 by

Anmol Biscuits

Ltd., further

approved on

27.04.2017

Nil Not Applicable

Transaction made during the year with Mukund Nirman LLP (2016-17) Rs. 0.12 Lakhs

58

(a) (b) (c) (d) (e) (f) (g) (h)

Sr.

No.

Name(s) of the

related party

and nature of

relationship

Nature of

contracts/

arrangements/

transactions

Duration of

the contracts /

arrangements/

transactions




the value, if any

Justification for

entering into

such contracts or

arrangements or

transactions

date(s) of

approval by the

Board

Amount

paid as

advances,

if any:

Date on which

the special

resolution

was passed

in general

meeting as

required under

first proviso to

section 188

8 Tip-Top Nirman

Pvt. Ltd. (Tip-

top Nirman

LLP w.e.f.

06.02.2017)

(Directors are

partners in the

LLP)

Rental

Occupation of

Business place


1000 P.M.

-do- 17-11-2014 by

Anmol Biscuits

Ltd., further

approved on

27.04.2017

Nil Not Applicable

Transaction made during the year withTip Top Nirman LLP (2016-17) Rs. 0.12 Lakhs

9 Ankit

Choudhary

son of Mr.Dilip

Kumar

Choudhary

(Whole-Time

Director of the

Company)

Appiontment

as ‘Director-

International

Trade’

In the

employment

of the

Company

10.00 lakhs per month Appointed as a

Senior Managerial

Personal holding

the designation

as - Director -

International Trade.

01.08.2015 by

Anmol Biscuits

Limited further

approved on

27.04.2017

Nil Not Applicable

Transaction made during the year with Ankit Choudhary (2016-17) Rs 60.39 Lakhs

10 Sunil

Choudhary, S/o

Mr.Biswanath

Choudhary

(Whole-Time

Director of the

Company)

Appointment

as ‘Director –

Procurement’

In the

employment

of the

Company

10.00 lakhs per month Appointed as a

Senior Managerial

Personal holding

the designation

as - Director -

Procurement.

01.08.2015 by

Anmol Biscuits

Limited further

approved on

27.04.2017

Nil Not Applicable

Transaction made during the year with Sunil Choudhary (2016-17) Rs 60.39 Lakhs

11 Vikash

Choudhary, S/o

Mr.Biswanath

Choudhary

(Whole-Time

Director of the

Company)

Appointed

as “Director -

Operation”

In the

employment

of the

Company

Rs. 10.00 lakhs per month Appointed as a

Senior Managerial

Personal holding

the designation as -

Director - Operation.

27.04.2017 Nil Not Applicable

Transaction made during the year with Vikash Choudhary (2016-17) Rs 60.39 Lakhs

12 Deepak

Choudhary, S/o

Mr.Biswanath

Choudhary

(Whole-Time

Director of the

Company)

Appointed

as “Director -

Operation”

In the

employment

of the

Company

Rs. 10.00 lakhs per month Appointed as a

Senior Managerial

Personal holding




Transaction made during the year with Deepak Choudhary (2016-17) Rs 60.39 Lakhs

59


(a) (b) (c) (d) (e) (f) (g) (h)

Sr.

No.

Name(s) of the

related party

and nature of

relationship

Nature of

contracts/

arrangements/

transactions

Duration of

the contracts /

arrangements/

transactions




the value, if any

Justification for

entering into

such contracts or

arrangements or

transactions

date(s) of

approval by the

Board

Amount

paid as

advances,

if any:

Date on which

the special

resolution

was passed

in general

meeting as

required under

first proviso to

section 188

13 Palak

Choudhary D/O

Mr. Gobindram

Choudhary,

Managing

Director of the

Company

Education/

Development of

Employees

Till the

Completion

of her higher

Studies /

trainning

Appointed as the



& Condition including her

Salary/Stiphen, training,

Education & other


3 Crores per year



the Company and the


to the Company for

keeping talented


organisation.


Transaction made during the year with Palak Choudhary (2016-17) Nil

14 Aman

Choudhary,

S/O Mr.

Gobindram

Choudhary,

Managing

Director of the

Company.

Appointed

as “Director -

Operation”

In the

employment

of the

Company

Rs 5.00 lakhs per month Appointed as a

Senior Managerial

Personal holding




Transaction made during the year with Aman Choudhary (2016-17) Rs. 11.01 Lakhs

15 Baijnath

Choudhary

- Father of

Directors

Purchase of

Securities

one time only Transaction value of Rs

50, 000/- for purchase of

5,000 equity shares of Rs

10/- each of Anmol Realty

Builders Private Limited

for making the

company as wos,

24.06.2016 in

Anmol Biscuits

Limited

Nil Not Applicable

Transaction made during the year with Baijnath Choudhary (2016-17) Rs 0.50 Lakhs

16 Gobind Ram

Choudhary -

Director

Purchase of

Securities



5000 equity shares of Rs


Builders Private Limited and

further sale of Equity Shares

3750 Equity Shares of Rs

10/- each (total Value Rs

87500/-)

for making the

company as wos,

24.06.2016 and

21.01.2017 in

Anmol Biscuits

Limited

Nil Not Applicable

Transaction made during the year with Gobind Ram Choudhary (2016-17) Rs 0.875 lakhs

17 Sunita

Choudhary

- wife of

Managing

Director

Purchase of

Securities



5000 equity shares of Rs



for making the

company as wos,

24.06.2016 in

Anmol Biscuits

Limited

Nil Not Applicable

Transaction made during the year with Sunita Choudhary (2016-17) Rs.0.50 Lakhs

60

(a) (b) (c) (d) (e) (f) (g) (h)

Sr.

No.

Name(s) of the

related party

and nature of

relationship

Nature of

contracts/

arrangements/

transactions

Duration of

the contracts /

arrangements/

transactions




the value, if any

Justification for

entering into

such contracts or

arrangements or

transactions

date(s) of

approval by the

Board

Amount

paid as

advances,

if any:

Date on which

the special

resolution

was passed

in general

meeting as

required under

first proviso to

section 188

18 Bimal Kumar

Choudhary

Sale of

Securities


37,500/- for purchase of




for hiving off of the

WOS

21.01.2017 by

Anmol Biscuits

Ltd

Nil Not Applicable

Transaction made during the year with Bimal Kumar Choudhary (2016-17) Rs 0.375 Lakhs

19 Biswanath

Choudhary -

Director

Sale of

Securities







WOS

21.01.2017 by

Anmol Biscuits

Ltd

Nil Not Applicable

Transaction made during the year with Biswanath Choudhary (2016-17) Rs 0.375 Lakhs

20 Dilip Kumar

Choudhary -

Director

Sale of

Securities







WOS

21.01.2017 by

Anmol Biscuits

Ltd

Nil Not Applicable

Transaction made during the year with Dilip Kumar Choudhary (2016-17) Rs 0.375 Lakhs

(a) (b) (c) (d) (e) (f)

Sr.

No.

Name(s) of the related party and

nature of relationship

Nature of

contracts/

arrangements/

transactions

Duration

of the

contracts/

arrangements/

transactions

Salient terms of the contracts

or arrangements or transactions

including the value, if any

date(s) of approval by

the Board, if any

Amount paid

as advances,

if any:

1 Neelkantha Enterprises, Proprietorship

firm owned by Mr. Sunil Choudhary, who

is the Son of Mr. Biswanath Choudhary, a

director of the Company

Sale of Goods 31.03.2017 The transaction is made in the

ordinary course of the business of

the Company and also transacted

at arm’s length basis.

24.06.2016 by Anmol

Biscuits Limited

further approved on

27.04.2017

120.18 Lakhs

2. Details of material contracts or arrangement or transactions at arm’s length basis


Place : Kolkata Biswanath Choudhary

Date : 12-09-2017 Chairman

61


On behalf of the Board

Place : Kolkata Biswanath Choudhary

Date : 12-09-2017 Chairman

ANNEXURE – BCOMPOSITION OF BOARD

BEFORE MERGER/ PREVIOUS COMPOSITION OF BOARD

Name Designation Appointment Date Resignation

Mr. Vikash Choudhary Managing Director 19/11/2009 ( Re-appointed as Managing

Director of the Company dated

17/08/2012 for a period of 5 years)

19/04/2017

Mr. Deepak Choudhary Whole Time Director 20/06/2015 (Re-appointed as Whole

Time Director of the Company dated

29/09/2015 for a period of 5 years)

19/04/2017

Mr. Ankit Choudhary Director 19/11/2009 23/05/2017

Mr. Gobind Ram Choudhary Additional Director 07/03/2017 -

Mr. Pranab Kumar Maity Independent Director 23/03/2015 23/05/2017

Mr. Pawan Kumar Agarwal Independent Director 23/03/2015 23/05/2017

AFTER MERGER/ CURRENT COMPOSITION OF BOARD

Name Designation Appointment Date

Mr. Gobind ram Choudhary Managing Director 07/03/2017 ( Re-appointed as Managing Director of the

Company dated 19/05/2017 for a period of 5 years)

Mr. Bimal Kumar Choudhary Managing Director 19/05/2017

Mr. Biswanath Choudhary Whole Time Director 19/05/2017

Mr. Dilip Kumar Choudhary Whole Time Director 19/05/2017

Mrs. Mamta Binani Independent Director 10/07/2017

Mr. Sumit Malhotra Independent Director 10/07/2017

62

ANNEXURE – CFORM NO. MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017

[Pursuant to Section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Anmol Industries Limited

Crescent Tower, 3rd Floor,

229, A.J.C. Bose Road, Kolkata - 700020

I have conducted the Secretarial Audit of the compliance

of applicable statutory provisions and the adherence to

good corporate practices by ANMOL INDUSTRIES LIMITED

(CIN - U15412WB2009PLC139597) (hereinafter called

“the Company”). The Secretarial Audit was conducted in a

manner that provided me a reasonable basis for evaluating

the corporate conducts/statutory compliances and

expressing my opinion thereon.

Based on my verification of the Company’s books, papers,

minute books, forms and returns filed and other records

maintained by the company and also the information

provided by the Company, its officers, agents and

authorized representatives during the conduct of Secretarial

Audit, the explanations and clarifications given to me and

representations made by the management, I hereby report

that in my opinion, the company has, during the audit

period covering the financial year ended on 31st March,

2017 generally complied with the statutory provisions listed

hereunder and also that the Company has proper Board-

processes and compliance-mechanism in place to the

extent, in the manner and subject to the reporting made

hereinafter:

I have examined the books, papers, minute books, forms

and returns filed and other maintained by the Company and

records made available to me for the financial year ended

on 31st March, 2017 according to the applicable provisions

of:

(i) The Companies Act, 2013 (the Act) and the rules made

there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’)

and the rules made there under (Not applicable to the

Company during the audit period);

(iii) The Depositories Act, 1996 and the Regulations and

Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the

rules and regulations made there under to the extent of

Foreign Direct Investment, Overseas Direct Investment

and External Commercial Borrowings (Not applicable

to the Company during the audit period);

(v) The following Regulations and Guidelines prescribed

under the Securities and Exchange Board of India Act,

1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers)

Regulations, 2011 (Not applicable to the Company

during the audit period);

(b) The Securities and Exchange Board of India

(Prohibition of Insider Trading) Regulations, 1992

and Securities and Exchange Board of India

63


(Prohibition of Insider Trading) Regulations, 2015

(Not applicable to the Company during the audit

period);

(c) The Securities and Exchange Board of India

(Issue of Capital and Disclosure Requirements)

Regulations, 2009 (Not applicable to the Company

during the audit period);

(d) The Securities and Exchange Board of India

(Employee Stock Option Scheme and Employee

Stock Purchase Scheme) Guidelines, 1999 and

The Securities and Exchange Board of India (Share

Based Employee Benefits) Regulations, 2014


period);

(e) The Securities and Exchange Board of India (Issue

and Listing of Debt Securities) Regulations, 2008


period);

(f) The Securities and Exchange Board of India

(Registrars to an Issue and Share Transfer Agents)

Regulations, 1993 regarding the Companies Act

and dealing with client (Not applicable to the

Company during the audit period);

(g) The Securities and Exchange Board of India

(Delisting of Equity Shares) Regulations, 2009


period); and

(h) The Securities and Exchange Board of India

(Buyback of Securities) Regulations, 1998 (Not

applicable to the Company during the audit period).

The other laws and rules, as informed and certified

by the management of the Company which are

specifically applicable to the Company based on their

sector/ industry, are:

1. The Factories Act, 1948;

2. The Trade Mark Act, 1999;

3. The Legal Metrology Act, 2009;

4. The Food Safety and Standards Act, 2009.

(vi) Some of other laws (as represented by the Company)

specifically applicable to the Company namely:-

(a) The Environment [Protection Act, 1986, Read with

the Environment (Protection) Rules, 1986];

(b) The Water (Prevention & Control of Pollution) Act,

1974 [Read with The Water (Prevention & Control

of Pollution] Rules, 1975 & Orissa Water {Prevention

and Control of Pollution] Rules, 1983, ;

(c) The Air (Prevention & Control of Pollution) Act,

1981 (Read with The Air (Prevention & Control of

Pollution) Rules, 1982 & Orissa Air (Prevention and

Control of Pollution) Rules, 1983);

I have also examined compliance with regard to the

Secretarial Standards issued by The Institute of Company

Secretaries of India.

During the period under review, the Company has generally

complied with the provisions of the Act, Rules, Regulations,

Guidelines, Standards, etc. mentioned above.

In respect of other laws specifically applicable to the

Company, I have relied on the information, explanations,

clarifications/records produced by the Company during

the course of my audit and the reporting is limited to that

extent.

I further report that:

The Board of Directors of the Company is duly constituted

with proper balance of Executive Directors, Non-Executive

Directors and Independent Directors. The changes in the

composition of the Board of Directors that took place during

the period under review were carried out in compliance

with the provisions of the Act.

Adequate notice was given to all Directors in advance to

schedule the Board Meetings. Agenda and detailed notes

on agenda were sent in advance, and a system exists for

seeking and obtaining further information and clarifications

on the agenda items before the meeting and for meaningful

participation at the meeting.

All decisions at the Board Meetings and Committee Meetings

are carried out unanimously as recorded in the minutes of

64

meetings of the Board of Directors or Committee/s of the

Board, as the case may be.

I further report that as represented by the Company and

relied upon by me, there are systems and processes in

the company commensurate with the size and operations

of the company to monitor and ensure compliance with

applicable laws, rules, regulations and guidelines.

I further report that during the audit period:

i) Under scheme of an arrangement vide Order dated

03rd March, 2017 passed by Hon’ble National Company

Law Tribunal, Kolkata Bench, M/s. ANMOL BAKERS

PRIVATE LIMITED (CIN - U15419WB1999PTC090628)

and M/s. ANMOL BISCUITS LTD. (CIN -

U15412WB1993PLC060191) (collectively referred as

the Transferor Companies) were amalgamated with the

Company (M/s. ANMOL INDUSTRIES PRIVATE LIMITED)

and then Corporate Management & Treasury Division of

the Company was demerged into M/s. ANANT UDYOG

PRIVATE LIMITED (CIN - U15400WB2010PTC152792).

Post merger and demerger as aforesaid, the Company

vide Special Resolution passed by the Shareholders at

the Extra-Ordinary General Meeting held on 25th March,

2017 and duly approved by Registrar of Companies,

West Bengal, on 30th March, 2017, had converted itself

from a Private Limited to a Public Limited Company;

ii) The Company had also pursuant to the aforesaid

amalgamation, issued 12,357,708 Nos. of Equity Share

of INR 10/- each to the Shareholders of Transferor

Company i.e. Anmol Biscuits Limited;

iii) Before its amalgamation with the Company, M/s. ANMOL

BISCUITS LIMITED (CIN - U15412WB1993PLC060191)

vide Special Resolution passed in the Annual General

Meeting held on 02nd September, 2016, had bought

back 65,38,469 Numbers of Equity Shares of Rs.

10/- each aggregating to Rs. 6,53,84,690.00 from its

Members.

I further report that during the audit period save as aforesaid,

there were no instances, which the Company had entered

into and had a major bearing on the company’s affairs in

pursuance of the above referred laws, rules, regulations,

guidelines, standards, etc. referred to above for example:

i) Public/ Right/ Preferential issue of shares/ debentures/

sweat equity;

ii) Major decisions taken by the members in pursuance to

Section 180 of the Companies Act, 2013;

iii) Foreign technical collaborations.

For, Dash M & Associates,

Company Secretaries

MANOJIT DASH

Proprietor

Place: Kolkata Membership No.: ACS 21948

Date: C. P. No.: 15170

Note: This Report is to be read with my letter of even date

which is annexed as “Annexure 1” and forms an integral part

of this report.

65


ANNEXURE – 1To,

The Members,


Crescent Tower, 3rd Floor,

229, A.J.C. Bose Road, Kolkata - 700020

My report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility

of the management of the Company. My responsibility

is to express an opinion on these secretarial records

based on my audit.

2. I have followed the audit practices and process as were

appropriate to obtain reasonable assurance about the

correctness of the contents of the Secretarial records.

The verification was done on test basis to ensure

that correct facts are reflected in Secretarial records.

I believe that the process and practices I followed

provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness

of financial records and books of accounts of the

Company.

4. Where ever required, I have obtained the representation

of the Management about the compliance of laws,

rules and regulations and happening of events, etc.

5. The compliance of the provisions of corporate and

other applicable laws, rules, regulations, standards is

the responsibility of management. My examination was

limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance

as to the future viability of the Company nor of the

efficacy or effectiveness with which the management

has conducted the affairs of the Company.

For, Dash M & Associates,

Company Secretaries

MANOJIT DASH

Proprietor

Place: Kolkata Membership No.: ACS 21948

Date: C. P. No.: 15170

66

I REGISTRATION & OTHER DETAILS

i) CIN U15412WB2009PLC139597

ii) Registration Date 19/11/2009

iii) Name of the Company Anmol Industries Limited

iv) Category/Sub-category

of the Company

Company Limited by Shares

v) Address of the Registered office &

contact details

229, A.J.C.Bose Road,

Unit 3A, 3B, 3C & 3D,

Crescent Tower,

3rd Floor, Kolkata- 700020

Tel : 033-22801277

email : [email protected]

vi) Whether listed company (Yes/No) No

vii) Name, Address & contact details of the

Registrar & Transfer Agent, if any.

N.A.

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

% to total turnover

of the company

Nic Code Of

Product / Service

% to total turnover

of the company

1 Manufacture of Biscuits, Cakes and Rusks 100% 10712 100%

III PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES - N.A.

SL.

No.

Name & Address of the

Company

CIN/GLN Holding/ Subsidiary/

Associate

% of Shares Held Applicable

Section

NA.

ANNEXURE – DForm No. MGT-9

EXTRACT OF ANNUAL RETURNas on the financial year ended on 31st day of march, 2017

([Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies

(Management and Administration) Rules 2014]

67


IV SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAK UP AS % TO TOTAL EQUITY) (i) Category-wise Share Holding

Category of Shareholders No. of Shares held at beginning of the year No. of Shares held at the end of the year % change

during the

year

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

A. PROMOTERS

(1) Indian

a) Individual / HUF 0 0 0 0.00 0 0 0 0.00 0.00

b) Central Govt. 0 0 0 0.00 0 0 0 0.00 0.00

c) StateGovt. (s) 0 0 0 0.00 0 0 0 0.00 0.00

d) Bodies Corp. 0 4660200 4660200 100.00 0 2131191 2131191 17.25 -2529009.00

e) Banks/ FI 0 0 0 0.00 0 0 0 0.00 0.00

f) Any Other…. 0 0 0 0.00 0 10226517 10226517 82.75 10226517.00

Sub-total 0 4660200 4660200 100.00 0 12357708 12357708 100.00 7697508.00

(2) Foreign

a) NRIs -Individuals 0 0 0 0 0 0 0 0 0

b) Other Individuals 0 0 0 0 0 0 0 0 0

c) Bodies Corp. 0 0 0 0 0 0 0 0

d) Banks / FI 0 0 0 0 0 0 0 0 0

e) Any Other…. 0 0 0 0 0 0 0 0 0

Sub-total 0 0 0 0.00 0 0 0 0.00 0

Total Shareholding of

Promoter (A) = (A)(1)+(A)(2)

0 4660200 4660200 100.00 0 12357708 12357708 100.00 7697508

B. PUBLIC SHAREHOLDING

(1) Institutions

a) Mutual Funds 0 0 0 0 0 0 0 0 0

b) Banks/ FI 0 0 0 0 0 0 0 0 0

c) Central Govt. 0 0 0 0 0 0 0 0 0

d) State Govt(s) 0 0 0 0 0 0 0 0 0

e) Venture Capital Funds 0 0 0 0 0 0 0 0 0

f) Insurance Companies 0 0 0 0 0 0 0 0 0

g) FIIs 0 0 0 0 0 0 0 0 0

h) Foreign Venture

Capital Funds

0 0 0 0 0 0 0 0 0

i) Others(Specify) 0 0 0 0 0 0 0 0 0

Sub-total (B)(1) 0 0 0 0 0 0 0 0 0

68

Category of Shareholders No. of Shares held at beginning of the year No. of Shares held at the end of the year %

change

during

the year

Demat Physical Total % of

Total

Shares

Demat Physical Total % of

Total

Shares

(2) NON INSTITUTIONS

a) Bodies Corporates

i) Indian 0 0 0 0.00 0 0 0 0.00 0

ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individuals

i) Individual shareholders

holding nominal share

capital upto C1 lakhs

0 0 0 0 0 0 0 0 0

ii) Individuals

shareholders holding

nominal share capital

in excess of C 1 lakhs

0 0 0 0 0 0 0 0 0

c) Others (Specify) 0 0 0 0 0 0 0 0 0

Sub-total (B)(2) 0 0 0 0.00 0 0 0 0.00 0

Total Public Shareholding

(B) = (B)(1)+(B)(2)

0 0 0 0.00 0 0 0 0.00 0

C. Shares held by Custodian

for GDRs & ADRs

0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 0 4660200 4660200 100 0 12357708 12357708 100.00 7697508

* Due to merger of Anmol Biscuits Limited and Anmol Bakers Private Limited with the Company, Opening Equity Shares

46,60,200 were cancelled and 12357708 equity shares have been issued and alloted as per the swap ratio in the valuation

report of the merger.

(ii) Share Holding of Promoters

Sl

No

Shareholders Name Shareholding at the

beginning of the year

Shareholding at the

end of the year

No. of

shares

% of total

shares

of the

company

% of shares

pledged/

encumbered

to total shares

No. of

shares

% of total

shares

of the

company

% of shares

pledged/

encumbered

to total shares

1 Anmol Biscuits Limited 4660200 100.00 0 0 0.00 0

2 Anmol Projects Pvt. Ltd. 0 0.00 0 123,199 1.00

3 Delta Nirman LLP 0 0.00 0 55,999 0.45

4 Anmol Hi-Cool LLP 0 0.00 0 35,572 0.29

5 Monarch Shelter Pvt. Ltd. 0 0.00 0 1,560,298 12.63

6 J4F Nutriplus Private Limited 0 0.00 0 28,000 0.23

7 Puneet Mercantiles LLP 0 0.00 0 8,399 0.07

8 SKG Land Developers LLP 0 0.00 0 319,724 2.59

9 Baijnath Choudhary and Family Trust 0 0.00 0 10,226,517 82.75

TOTAL 4660200 100.00 0 12357708 100.00 0

69


(iii) Change in Promoters’ Shareholding (please Specify, if there is no change)

Sl

No

Shareholders Name Shareholding at the beginning of

the year

Cumulative Shareholding during

the year

No. of Shares % of total

shares of the

company


shares of the

company

At the beginning of the Year

Anmol Biscuits Limited 4660200 100 4660200 100

Baijnath Charitable and Family Trust 0 0 0 0

Anmol Projects Pvt. Ltd. 0 0 0 0

Delta Nirman LLP 0 0 0 0

Anmol Hi-Cool LLP 0 0 0 0

Monarch Shelter Pvt. Ltd. 0 0 0 0

J4F Nutriplus Private Limited 0 0 0 0

Puneet Mercantiles LLP 0 0 0 0

SKG Land Developers LLP 0 0 0 0

TOTAL 4660200 100 4660200 100

Change in Shareholding of Promoters

Due to the merger of its holding Company-

Anmol Bisccuits Limited with the Company

the shareholding of the Promoter-Anmol

Biscuits Limited has been reduced to 0.

0 0 0 0

At the end of the year

Baijnath Charitable and Family Trust 10226517 82.75 10226517 82.75

Anmol Projects Pvt. Ltd. 123199 1.00 123199 1.00

Delta Nirman LLP 55999 0.45 55999 0.45

Anmol Hi-Cool LLP 35572 0.29 35572 0.29

Monarch Shelter Pvt. Ltd. 1560298 12.63 1560298 12.63

J4F Nutriplus Private Limited 28000 0.23 28000 0.23

Puneet Mercantiles LLP 8399 0.07 8399 0.07

SKG Land Developers LLP 319724 2.59 319724 2.59

TOTAL 12357708 100 12357708 100

70

(v) Shareholding of Directors and Key Managerial Personnel:- No shareholding of the Directors in the Company

Sl

No

For Each of the

Directors and KMP

Shareholding at the beginning of

the Year

Cumulative Shareholding during

the year


shares of the

company


shares of the

company


TOTAL 0 0.00 0 0.00

Date-wise Increase/ Decrease in

Shareholding during the year specifying

the reasons for increase/ decrease (e.g.

allotment/ transfer/bonus/ sweat equity

etc.)

NO CHANGES DURING THE YEAR

At the end of the year

TOTAL 0 0.00 0 0.00

(iv) Shareholding Pattern of top Ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs): N.A.

Sl

No

For each of the Top 10 Shareholders Shareholding at the beginning of

the year

Shareholding at the

end of the year


shares of the

company


shares of the

company


TOTAL 0 0.00 0 0.00

Date-wise Increase/ Decrease in

Shareholding during the year specifying

the reasons for increase/ decrease (e.g.

allotment/ transfer/bonus/ sweat equity

etc.)

NO CHANGES MADE DURING THE YEAR

Sl

No

At the end of the year or on the date of

separation, if separated during the year

Shareholding at the end

of the year

Cumulative

Shareholding


shares of the

company


shares of the

company

At the end of the Year

TOTAL 0 0.00 0 0.00

71


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

Sl

No

Secured

Loans

excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 3,246 - - 3,246

ii) Interest due but not paid 3 - - 3

iii) Interest accrued but not due 0 0

Total (i+ii+iii) 3,249 3,249

Change in Indebtedness during the financial year

Additions 8,243 3,458 11,702

Reduction

Net Change 3,458 3,458

Indebtedness at the end of the financial year

i) Principal Amount 11,493 3,458 14,951

ii) Interest due but not paid 2 2

iii) Interest accrued but not due 0 0

Total (i+ii+iii) 11,495 3,458 14,954

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Director and/or Manager: Please refer note below

Sl No

Particulars of Remuneration Name of the MD/WTD/Manager Total Amount (Rs.lakhs)

Bimal Kumar Choudhary

Biswanath Choudhary

Dilip Kumar Choudhary

Gobind Ram Choudhary

Baijnath Choudhary

1 Gross Salary

(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961.

180.39 180.39 180.42 180.24 120.24 841.68

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

- - - - - -

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

- - - - - -

2 Stock option - - - -

3 Sweat Equity - - - -

4 Commission - -

as % of profit - - - -

others (specify) - - - -

5 Others, please specify - -

Total (A) 180.39 180.39 180.42 180.24 120.24 841.68

Ceiling as per the Act Within the Limit specified under the Companies Act, 2013

72

B. Remuneration to other directors

Sl

No

Particulars of Remuneration Name of the Directors Total Amount

(Rs.lakhs)Pranab Kumar

Maity

Pawan Kumar

Agarwal

1 Independent Directors

Fee for attending Board/ Committee Meetings 0.90 0.90 1.80

Commission - - -

Others, please Specify - - -

Total (1) 0.90 0.90 1.80

2 Other Non- Executive Directors

Fee for attending Board/ Committee Meetings - -

Commission - -

Others, please Specify - -

Total (2) - -

Total Managerial Remuneration 0.90 0.90 1.80

Overall Ceiling as per the Act Within the Limit specified under the Companies Act, 2013

Note:

(i) Since Anmol Biscuits Ltd. And Anmol Bakers Private Limited have been merged with Anmol Industries Limited, the

sitting fees paid to the Independent Directors and remuneration to the Managing Director and Whole Time Director

of both the companies are reflected in the Financial Statements of the Company.

(ii) Anmol Biscuits Ltd.

Independent Directors' sitting fees

Mamta Binani- Rs. 1.80 Lakhs

Sumit Malhotra-Rs 1.80 Lakhs

(iii) Anmol Bakers Private Limited

Independent Directors' sitting fees

Pawan Kumar Agarwal- Rs. 0.675 Lakhs

Pranab Kumar Maity- Rs 0.675 Lakhs

73


VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCE:Sl

No

Type Section of the

Companies Act

Brief

Description

Details of Penalty

/ Punishment/

Compounding

fees imposed

Authority [RD /

NCLT/COURT]

Appeal made,

if any

(give Details)

A. COMPANY

Penalty

NILPunishment

Compounding

B. DIRECTORS

Penalty

NILPunishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

NILPunishment

Compounding

C. Remuneration to Key Managerial Personnel Other than MD/Manager/WTD

Sl

No

Particulars of Remuneration Key Managerial Personnel Total

Amount

(Rs.lakhs)

CEO Company

Secretary

CFO Others, if

Specified

1 Gross Salary

(a) Salary as per provisions contained in

section 17(1) of the Income Tax. 1961.

12.75 42.39 55.13

(b) Value of perquisites u/s 17(2) of the

Income tax Act, 1961

0 0 -

(c ) Profits in lieu of salary under section

17(3) of the Income Tax Act, 1961

0 0 -

2 Stock option 0 0 -

3 Sweat Equity 0 0 -

4 Commission -

as % of profit 0 0 -

others (specify) 0 0 -

5 Others, please specify -

Total 12.75 42.39 55.13

74

ANNEXURE – ECORPORATE SOCIAL RESPONSIBILITY

1. CORPORATE SOCIAL RESPONSIBILITY POLICY OF

ANMOL INDUSTRIES LIMITED (AIL) – OVERVIEW

The Company has its CSR Policy within broad scope

laid down in Schedule VII to the Act, as projects /

programmes / activities, excluding activities in its normal

course of business. The policy is duly approved by the

Board of Directors in its meeting held on 12.09.2017.

AIL’s APPROACH TO CSR:

I. The guiding principles of AIL’s CSR programmes

are “Community” and “Environment”. These guiding

principles shall run through all the approved CSR

projects, within the broad framework of Schedule

VII of the Companies Act, 2013.

II. Existing CSR projects of AIL such as Health Check

up Camp, Eye Check up Camp and other medical

camps are organized at several distinct places in

the state of West Bengal.

III. Provision of Drinking Water program and such

other projects which AIL decides to carry out

through its own internal team shall continue to be

supported by AIL.

IV. Initiatives have been taken to promote tribals and

minority education by providing financial assistance

to Implementing Agency.

OPERATIONAL PROCESS

Budgetary control: As per the CSR policy, a budget for

the approved projects and the projects in the pipeline

shall be placed before the CSR Committee. As and

when required, the actual expenditure vis- à-vis the

budget shall also be placed before the CSR Committee

for review.

Proposal for new CSR activity, as and when received,

shall be evaluated by CSR Committee, in terms of

propriety and social cost benefit in the backdrop of

the CSR policy of AIL. The evaluation may involve

inspection of documents, onsite visit, gathering of past

data on the project partner, profile of beneficiaries etc.

As stated above, report on utilization of funds allocated

for projects shall be prepared and put up to the CSR

Committee at quarterly intervals. This may involve

physical on ground inspection in selected cases.

CSR Philosophy

CSR at AIL is our sense of responsibility towards the

community and environment in which it operates.

The Company believes in conducting its business

responsibly, fairly and in a most transparent manner.

It continually seeks ways to bring about an overall

positive impact on the society and environment where

it operates. The Company is of the opinion that CSR

underlines the objective of bringing about a difference

and adding value in its stakeholders lives.

CSR Vision

a) Develop meaningful and effective strategies for

engaging with all the stakeholders.

b) Consult with local communities to identify effective

and culturally appropriate development goals.

c) Partner with credible organizations like trusts,

foundations etc. including non-governmental

organizations.

d) Take necessary measures for the promotion

of healthcare including preventive health care,

sanitation and making available safe drinking water

for general well being of the people.

e) To donate aids and appliances to the differently-

able persons.

f) To promote education and donate for promotion

of education and setting up related projects.

g) Contribution to Prime Minister’s National Relief

Fund and other funds set up by the Central

Government for socio economic development

and relief and welfare of the Scheduled Castes,

the Scheduled Tribes, other backward classes,

minorities and women.

h) To other activities as mentioned in the Schedule VII

of the Companies Act, 2013.

CSR IMPLEMENTATION:

During the financial year 2016-17, the CSR activities

shall be carried out by the Company through:

a) its own internal CSR team,

b) Various CSR implementing agencies:

75


* Promoting Education

i. Friends for Tribals Society,

ii. Baijnath Chaudhary Charitable Trust

iii. Round Table 34 Trust

iv. Vivekanada Vidyavikash Parisad

v. Manav Mandir Mission Trust

vi. Shri Niwas Sewarth Niyasi

vii. Acme Tech

viii. G.M. Engineering Company

ix. Kasturba Balika Vidyalaya

x. S.D. Balvidya Enclave Khora

xi. Sarda Devi Bidyapith.

** Promoting Healthcare

i. Shree Vishudhanand Hospital & Research Institute.

ii. Lions Club Of Calcutta Kankurgachhi Netralaya &

Research Institute

iii. Dr. Hedgewar Smarak Samiti

*** Social Welfare

i. Kolkata Vastra Vevsai Seva Trust

****Animal Welfare

i. Akhil Bharat Goraksha Sansthan

ii. Rajasthan Gokalyan

***** Eradication of Hunger

i. Vishwa Jagriti Mission

ii. Anand Dham Ashram

iii. Shree Agarsen Foundation - Agrohadha

****** Promoting cultural activities:

i. Alpana

CSR COMMITTEE:

The Committee oversees corporate social

responsibility, corporate governance and other

business related matters referred by the Board or the

Chairman, as and when deemed necessary, for the

consideration and recommendation of the Committee.

This Committee also discharges the role of Corporate

Social Responsibility Committee under Section 135 of

the Companies Act, 2013 which includes formulating

and recommending to the Board, a Corporate Social

Responsibility (CSR) Policy indicating the activities to be

undertaken by the Company.

The Company has formed Corporate Social

Responsibility Committee as per the requirement

of section 135 of the Companies Act, 2013. The

Composition of the CSR committee is as follows:

Composition:

Mrs. Mamta Binani, Independent Director as

Chairperson;

Mr. Sumit Malhotra, Independent Director as Member;

Mr. Bimal Kumar Choudhary, Managing Director as

Member.

2. Average net profit of the Company for last three

financial year:

The average net profits are as detailed below:

Particulars (Rs.)

Net profit for the financial year

2015-16

90,28,95,884.00


2014-15

52,77,71,661.00


2013-14

28,28,82,958.00

Average net profits for last three

financial years

57,11,83,501.00

3. Prescribed CSR Expenditure (Two per cent of the

amount as in item 3 above)

Particulars (Rs.)

Prescribed CSR expenditure 1,14,23,670.00

4. Details of CSR spent during the financial year 2015-16.

Sr.

No.

Particulars (Rs.)

(a) Total amount spent during the

year

1,21,83,614.56

(b) Amount unspent of the last

financial year i.e. 2015-16 which

is to be spent in the current

financial year 2017-2018.

85,89,127.00

Note: Around Rs 85,89,127.00 is unspent during the

financial year 2015-16, a part of which has been spent

by the Company in the financial year 2016-17 and the

remaining portion shall be spent in the current financial

year 2017-2018.

76

Sr. No.

CSR project or activity identified

Sector in which the Project is covered

Projects or programs :

(1) Local area or other

(2) Specify the State and district where projects or

programs were undertaken.

Amount outlay

(budget) project or programs

wise(Rs.)

Amount spent on the projects

or programs Sub-heads:

(1) Direct expenditure

on projects or programs

(2) Overheads(Rs.)

Cumulative Expenditure

up to the reporting

period(Rs.)

Amount Direct or through implementing

agency*

1 Promoting Education

Education Kolkata, West Bengal.

78,96,120 78,96,120 78,96,120 Implementing Agency* and through

internal CSR team

2 Donation for School Bag

Education Kolkata, West Bengal.

1,03,500 1,03,500 79,99,626 Through internal CSR team.

3 Donation to School for Chair, Table

Promoting Education

West Bengal. 1,41,639 1,41,639 81,41,265 Through internal CSR team

4 Donation for School Stationery

Education Patna, Bihar, Hajipur 69,091.20 69,091.20 82,10,356 Through internal CSR team

5 Promoting Health Care (Eye Check up Camp)

Healthcare West Bengal. 2,99,374 2,99,374 85,09,730 By the Internal CSR team.

6 Promoting Health Care

Healthcare West Bengal 18,75,000 18,75,000 1,03,84,730 Through Internal CSR Team and Implementing

Agency**

7 Blood Donation Camp

Healthcare West Bengal 30,615 30,615 1,04,15,345 By the internal CSR Team

8 Eradicating Hunger Healthcare and Hunger Eradication

West Bengal. 2,93,270 2,93,270 1,07,08,615 Implementing Agency*****

9 Promoting Animal Welfare

Animal Welfare

West Bengal 4,50,000 4,50,000 1,11,58,615 Through Internal CSR Team and Implementing Agency****

10. Donation for the repairing of Buildings

Social Welfare

West Bengal. 10,00,000 10,00,000 1,21,58,615 Implementing Agency***

11. Promoting Cultural Activities

Cultural Activities

West Bengal. 25,000 25,000 1,21,83,615 Implementing Agency******

(c) Manner in which the amount spent during the financial year is detailed:

Place : Kolkata BIMAL KUMAR CHOUDHARY MAMTA BINANI

Date : 12-09-2017 Member (CSR Committee) Chairperson (CSR Committee)

5. Responsibility Statement

Pursuant to the provisions of section 135 of the Companies Act, 2013 read with Companies Rules (Corporate Social

Responsibility Policy) Rules, 2014, Mr. Bimal Kumar Choudhary, Member of CSR Committee & Mrs. Mamta Binani,

Chairperson CSR Committee, do confirm that the implementation and monitoring of CSR policy, is in compliance with

the CSR objectives and policy of the Company.

77


ANNEXURE – FNOMINATION AND REMUNERATION COMMITTEE & POLICY:

In terms of Section 178 of the Companies Act, 2013 this

policy on Nomination and Remuneration of Directors,

Key Managerial Personnel (KMP) and Senior Management

of Anmol Industries Limited has been formulated by the

Nomination and Remuneration Committee (NRC) and

approved by the Board of Directors in its meeting held on.

This policy shall act as guidelines on matters relating to

the remuneration, appointment, removal and evaluation

of performance of the Directors, Key Managerial Personnel

and Senior Management.

The Board has the power to constitute / reconstitute the

Committee from time to time and applicable statutory

requirements. At present, the Nomination and Remuneration

Committee of the Company comprises of the following

members:

The Nomination and Remuneration Committee as on 31

March 2017 comprised of the following Directors:

1 Mr. Pawan Kumar Agarwal Chairperson

2 Mr. Pranab Kumar Maity Member

3 Mr. Ankit Choudhary Member

The broad terms of reference of the Nomination and

Remuneration Committee includes:

• Setup and composition of the Board, its Committees

and the leadership team of the Company comprising

Key Managerial Personnel (“KMP” as defined by the

Companies Act, 2013) and Executive Team (as defined by

the Committee);

• Formulationofthecriteriafordeterminingqualifications,

positive attributes and independence of a director and

recommend to the Board of Directors a policy relating

to the remuneration of the Directors, Key Managerial

Personnel and other employees;

• Formulationofcriteriaforevaluationofperformanceof

independent directors and the Board of Directors;

• EvaluationofperformanceoftheBoard,itsCommittees

and individual Directors;

• Remuneration for Directors, KMP, Executive Team and

other employees;

• OversightofthefamiliarisationprogrammeofDirectors;

• OversightoftheHRphilosophy,HRandPeoplestrategy

and key HR practices;

• DevisingapolicyondiversityofBoardofDirectors.

• DealwithsuchmattersasmaybereferredtobytheBoard

of Directors from time to time.

During the year under review, the Nomination and

Remuneration Committee held one (1) Meeting, dated 7th

March 2017 appointing Mr. Gobind Ram Choudhary.

Evaluation of Performance of the Board, its Committees

and Directors:

Pursuant to the provisions of the Companies Act, 2013, the

Board of Directors has carried out an annual evaluation of its

own performance and that of its Committees and individual

Directors. The performance of the Board and individual

Directors was evaluated by the Board seeking inputs from

all the Directors. The performance of the Committees was

evaluated by the Board seeking inputs from the Committee

members. The Nomination and Remuneration Committee

reviewed the performance of the individual Directors. A

separate meeting of independent Directors was also held

to review the performance of the Board, Non Independent

Directors and Chairman of the Company taking into

account the views of Executive Directors and Non-

Executive Directors. The criteria for performance evaluation

of the Board include aspects like Board composition and

structure, effectiveness of Board processes, information and

functioning etc. The criteria for performance evaluation of

78

Committees of the Board include aspects like composition

of Committees, effectiveness of Committee meetings,

committee dynamics etc., The criteria for performance

evaluation of the individual Directors include aspects

like contribution to the Board and Committee meetings,

professional conduct, roles and functions etc., In addition,

the performance of Chairman is also evaluated on the key

aspects of his roles and responsibilities.

Remuneration Policy:

The Company has adopted the Remuneration Policy as

required under the provisions of the Companies Act, 2013.

The broad objectives of the Policy are:

• To evaluate the performance of the members of the

Board and provide necessary report to the Board for

further evaluation of the Board;

• Torecommendto theBoardonRemunerationpayable

to the Directors, Key Managerial Personnel and Senior

Management;

• To provide to Key Managerial Personnel and Senior

Management reward linked directly to their effort,

performance, dedication and achievement relating to the

Company’s operations; and

• To retain, motivate and promote talent and to ensure

long term sustainability of talented managerial persons

and create competitive advantage.

• Toguide theBoard in relation to the appointment and

removal of Directors, Key Managerial Personnel and

Senior Management.

The Board of Directors on its own and/or as per the

recommendations of Nomination and Remuneration

Committee can amend this policy, as deemed fit from time

to time.


Date: 12.09.2017 Chairperson

Regd. Office: 229, A.J.C. Bose Road, Crescent Tower, 3rd

Floor, Kolkata -700020

79


ANNEXURE – G

Disclosure of particulars with respect to conservation of energy:

FORM-A

Power & Fuel Consumption:

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies

(Accounts) Rules, 2014 and forming part of Board’s Report for the year ended 31 March 2017.

Sl.

No

Particulars Current

Year

Previous

Year

1) ELECTRICITY

a) Purchased ( KWH) 14,720,119 2,663,290

Total Amount 115,817,887 17,482,731.00

Rate/ Unit ( Rs.) 7.87 6.56

Own Generation Not

Ascertained

-

II) LPG/ PROPANE

Quantity Used (Kgs) 2,381,907 15,40,663

Total Cost 87,100,831 6,79,53,000

Ave. Rate ( Rs./Kg) 36.57 44.11

A. CONSERVATION OF ENERGY

Environmental sustainability is embedded in the Policy

of your Company. As part of long term sustainability,

your Company ensures that the products, packaging and

operations are safe for employees, consumers and the

environment. Your Company ensures this with a focus on

technologies, processes and improvements that matter for

the environment. Moreover, the Company gives highest

priority to ensure environmental friendly practices at all

factories and Offices. These include reduction in power

consumption, optimal water consumption and eliminating

excess use of paper.

(1) Some of the energy conservation measures undertaken

during 2016-17 are:

1. Improved insulation has helped in reducing the

heat requirement of ovens for baking.

2. Fuel combustion efficiency improved by installing

better efficiency and right sized burners in baking

ovens.

3. Variable frequency drives installed in baking to

reduce the power consumption.

4. Roof Top Solar Modules set up at the Bhubaneswar

Unit, which started its Commercial Productions

with effect from 30.03.2017

(2) Additional investments and proposals, if any, being

implemented for reducing energy consumption:

Your Company has already implemented the initiatives

stated above and will extend and expand them wherever

applicable. Additional investments has been planned for

2017-18 in various projects related to further savings in

energy consumption and use of alternate fuels. During

the Financial Year 2016-17, your Company had invested

Rs 2,84,36,921/- towards the roof top Solar Modules set

up at the Bhubaneswar Unit.

(3) Impact of measures at (1) and (2) above:

No remarkable reduction of energy consumption cost

made during the year under review.

80

Sl.

No

Particulars Current

Year

Previous

Year

III) PNG

Quantity Used (SCM) 3,675,496 -

Total Cost 113,725,523 -

Ave. Rate ( Rs./Therms) 30.94 -

IV) COAL TAR / DEHYDRATED COAL TAR

Quantity Used (Kgs) 1,064,303 -

Total Cost 31,144,220 -

Ave. Rate ( Rs./Kg) 29.26 -

V) FURNANCE OIL

Quantity Used (Ltr.) 2,519,292 40,444

Total Cost 68,571,420 20,97,000

Ave. Rate ( Rs./ltr) 27.22 51.84

VI) HSD OIL

Quantity Used (Ltr.) 130,665 -

Total Cost 7,296,010 -

Ave. Rate ( Rs./ltr) 55.84 -

VII) CONSUMPTION PER UNIT OF PRODUCTION

a) Biscuits Produced ( MT) 170,233.07 37,018.69

b) Cake Produced ( MT) 2,558.17 -

c) Cookies Produced ( MT) 160.40 -

d) Electricity per MT(Rs.) 669.64 472.27

e) LPG/PROPANE/COAL GAS/COAL TAR/FURNANCE OIL / HSD OIL - PER MT (Rs.) 1,779.91 1,892.27

Note: Anmol Industries production has been increased due to the merger of M/s. Anmol Biscuits Limited and M/s. Anmol

Bakers Private Limited.

81


Technology absorption, adaptation and innovation

(a) Efforts in brief made towards absorption, adaptation

and innovation:

Various actions were initiated for up-gradation of

technology and automation in specific areas:

(i) Centralization of oven control by installing PLC,

VFD’s and pressure transducers on ovens has

helped with lesser manual interventions as well as

trending of critical parameters for better quality;

(ii) Research in the area of nutrition, analytical

techniques, ingredients, Packaging Materials,

Process Technology and Food Safety;

(iii) Interaction with various institutions and experts

to derive improvements in ingredients, Process

Technologies and Cost effective solution.

(b) Benefits derived as a result of the above:

The above initiatives resulted in improved productivity,

better energy utilization and reduced energy cost and

enhanced process and product quality.

(c) Details of imported technology:

Your Company has plan for importing technology in

future to make unique products which will bring out

an organoleptically superior range of biscuits. This will

help in improving consumer experience at optimum

cost.

B. TECHNOLOGY ABSORPTION

Research and Development (R&D):

Details of efforts made in technology absorption are as

follows:

1. Core areas of Research by the Company:

Your Company’s R&D function continues to focus

on development of organoleptic superior product

innovations, renovation of the current portfolio for

superior product experience, value engineering, new

claims development and validation for healthier product

range, building analytical excellence and regulatory

compliance for the portfolio.

2. Benefits delivered as a result of above R&D initiatives:

Core research areas will enable your Company to

innovate ahead of the market and competition, renovate

the products for superior value and organoleptic

experience, cost reduction while delivering the same

experience for profitable growth, and above all build a

very strong pipeline of innovation and organoleptically

superior products.

3. Future plan of action:

Your Company’s R&D function will continue to focus

on consumer insight based unique, differentiated yet

relevant organoleptic superior innovations, renovation

of the portfolio for better value and organoleptics,

science based healthier products and claim validation,

product portfolio for the new product categories &

adjacencies for the launch in coming years leading to

sustainable profitable share growth for your Company.

4. Expenditure on R&D:

No remarkable expenditure made on R & D during the

year under review.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Activities relating to exports:

(i) The Company actively pursued and secured new

export markets for its core products.

(ii) Total foreign exchange inward/outward, used and

earned: as per note 37(a) of the Financial Statement.

On behalf of the Board

Place: Kolkata Biswanath Choudhary

Date: 12.09.2017 Chairman

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The Members of


Report on the Financial Statements

We have audited the accompanying Financial statements of

Anmol Industries Limited (“the Company”), which comprise

the Balance Sheet as at March 31, 2017, the Statement of

Profit and Loss, the Cash Flow Statement for the year then

ended, and a summary of the 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

generally accepted in India, including the Accounting

Standards specified under Section 133 of the Act. This

responsibility also includes maintenance of adequate

accounting records in accordance with the provisions of

the Act for safeguarding of 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 the 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 thereunder. We conducted our audit in accordance

with the Standards on Auditing, as 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 the disclosures in the

financial statements. The procedures selected depend on

the auditors’ 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 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 the 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 qualified

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 financial

statements read together with notes thereon 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, its profit and its cash

flows for the year ended on that date.

Emphasis of Matter

We draw attention to Note 40 of the financial statements

regarding amalgamation of Anmol Biscuits Limited and

Anmol Bakers Private Limited with the Company and

demerger of Corporate Management & Treasury Division

of the Company to Anant Udyog Private Limited pursuant

to the Scheme of Arrangement (‘the scheme’) sanctioned

INDEPENDENT AUDITOR’S REPORT

85


by the National Company Law Tribunal and accounting

treatment being given effect to in these financial statements

pursuant to the said Scheme.

Our opinion is not modified in this respect.

Other Matter

Financial Statements for the previous year had been audited

by another firm of Chartered Accountants and reliance

has been placed by us on the opening figures and other

information incorporated in these Financial Statements.

Report on Other Legal and Regulatory Requirements

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,

and according to the information and explanations given to

us and also on the basis of such checks as we considered

appropriate, we give in the Annexure “A” a statement on the

matters specified in paragraphs 3 and 4 of the Order.

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 purpose 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 by 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.

e) On the basis of the written representations received

from the directors as on March 31, 2017, taken on

record by the Board of Directors, none of the directors is

disqualified as on March 31, 2017, from being appointed

as a 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 B”.

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. As per representation received from the

management, impact of pending litigations (other

than those already recognized in the accounts) on

the financial position of the Company have been

disclosed in the financial statements as required in

terms of accounting standards and provisions of the

Act (Refer Note 30 of the financial statements);

ii. According to the information and explanations and

representation received, the Company does not

have any long-term contracts for which there were

any material foreseeable losses. As represented to

us, the company did not enter into any derivative

contracts;

iii. There are no amounts which were required to be

transferred to the Investor Education and Protection

Fund by the Company.

iv. The Company has provided requisite disclosures in

the financial statements as to holdings as well as

dealings in Specified Bank Notes (Bank notes of

denominations of five hundred and one thousand

rupees existing on November 08, 2016) (SBN’s)

during the period from November 08, 2016 to

December 30, 2016. Based on audit procedures

and relying on the management representation we

report that the disclosure are in accordance with

books of account maintained by the Company and

as produced to us by the management. (Refer Note

No 43 of the financial statement).

For Lodha& Co.

Chartered Accountants

Firm’s ICAI Registration No.:301051E

R. P. Singh

Place: Kolkata Partner

Date:12.09.2017 Membership No: 052438

86

Annexure ‘A’ referred to in our report of even date

i) (a) The Company has maintained proper records

showing full particulars including quantitative details

and situation of fixed assets.

(b) The fixed assets are physically verified by the

management according to a phased programme

designed to cover all the items over a period of

three years, which in our opinion, is reasonable

having regard to the size of the Company and

nature of its assets. In respect of physical verification

of fixed assets so far carried out and reconciled with

the records, as explained discrepancies were not

material.

(c) According to the information and explanations

given to us, the title deeds of immovable property

are held in the name of the company except in

respect of the following which have been acquired

on amalgamation of various companies and are

pending transfer in favour of the Company:

(Rs. In lacs)

No. of

cases

Gross

Block

Net

Block

Land – Freehold 111 4,848.91 4,848.91

Land- Leasehold 9 1,912.55 1,844.31

Building 26 12,736.50 11,507.32

For the aforesaid purpose, land deed/ lease deed

has been taken as the basis for verification of self-

constructed building thereon.

ii) As informed, inventories except those lying with

converters have been physically verified by the

management at the end of the year. In case of

inventories lying with converters and third parties,

these have been considered based on the confirmation

received from them. In our opinion and according to

the information and explanations given to us, frequency

of such verification is reasonable. As far as ascertained,

discrepancies noticed on physical verification of

inventory were not material as compared to the book

records and these have been properly dealt with in the

books of account.

iii) According to the information and explanations given to

us, the Company has not granted any loans, secured

or unsecured, to any company, firms, limited liability

partnership or other parties covered in the register

maintained under section 189 of the Act. Accordingly,

the provisions of Clause 3 (iii) of the Order are not

applicable to the Company.

iv) According to the information and explanations given to

us, the Company has complied with the provisions of

Section 185 and 186 of the Act with respect to loans and

guarantee given and investments made.

v) The Company has not accepted any deposits from

public and accordingly, the provisions of Clause 3 (v) of

the Order are not applicable to the Company.

vi) According to the information and explanation given

to us, the Central Government has not prescribed for

maintenance of cost records under section 148(1) of

the Act and therefore clause 3(vi) of the Order is not


vii) (a) According to the information and explanations given

to us,the Company is generally regular in depositing

with the appropriate authorities undisputed statutory

dues including Provident Fund, Employee’s State

Insurance, Sales Tax, Service Tax, Value added Tax,

Customs Duty, Excise Duty, Cess and other material

statutory dues applicable to it. According to the

information and explanations given to us, there

are no undisputed amounts payable in respect of

aforesaid dues for a period of more than six months

from the date they become payable.

(b) According to the information and explanations

ANNEXURE ‘A’ TO INDEPENDENT AUDITOR’S REPORT

87


given to us, there are no dues of Income tax, Sales Tax, Value added Tax, Service Tax, Customs Duty, Excise Duty and

Cess which have not been deposited on account of dispute except as given below:

Name of the Statute Nature of the

Dues

Amount *

(In Lacs)

Period to which the

amount relates

Forum where dispute is

pending

The Central Excise Act,

1944

Excise Duty 63.58 2006-07 Appellate (Tribunal)

CENVAT Credit 99.66 March 2007 to May

2007

Commissioner of Central

Excise

CENVAT Credit 8.16 2008-09 Commissioner of Central

Excise

CENVAT Credit 58.96 2013-14 & 2014-15 Assistant Commissioner

Service Tax

Credit

27.51 Jan 2005 to Sep 2007 CESTAT

Excise Duty 187.28 2010-11 CESTAT, Allahabad

The West Bengal Value

Added Tax Act 2003

Value Added Tax 9.10 2011-13 Revisional Board

Bihar Value Added Tax

Act, 2005

Value Added Tax 2.20 2014-15 Joint Commissioner, Appeals

(Office of the Commercial Tax)

UP Sales Tax Sales tax

(including

penalty)

383.81 2006-07,

2007-08

Hon’ble Supreme Court of

India

Sales tax 0.80 2008-09 Tribunal (Appeals) Commercial

Tax, Noida

Sales tax 173.95 2014-15 Additional Commissioner

(Appeals) Commercial Tax,

Noida

Punjab Value Added

Tax Act, 2005

Sales Tax

including penalty

221.07 2005-06 Excise & Taxation

Commissioner, Patiala (since

set aside) (Note)

Income Tax Act, 1961 Income Tax 5.59 2002-2003, 2003-2004

and 2006-2007 to

2008-2009

Deputy Commissioner of

Income Tax

* excluding interest and penalty amount in respect of which amount is not ascertainable.

viii) In our opinion and according to the information and

explanations given to us, the company has not defaulted

in repayment of borrowings from banks. The Company

has no loans or borrowings from financial institutions,

government or debenture holders during the year.

ix) The Company, during the year has raised term loans

from banks and according to the information and

explanations given to us, these have been applied for

the purpose for which the same were obtained. The

Company has not raised monies by way of public offer.

x) During the course of our examination of the books of

account carried out in accordance with the generally

accepted auditing practices in India, we have neither

come across any incidence of fraud on or by the

Company, nor have we been informed of any such case

by the management.

88

xi) According to the information and explanations given

to us, the managerial remuneration paid or provided

during the year was in accordance with 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 and accordingly, the provision of Clause 3(xii)

of the Order is not applicable to the Company.

xiii) According to the information and explanations given

to us, the Company is in compliance with Section 188

and 177 of the Act, where applicable, for all transactions

with the related parties and the details of related party

transactions have been disclosed in the financial

statements as required in terms of the applicable

accounting standards.

xiv) During the year, the Company has not made any

preferential allotment or private placement of shares or

fully or partly convertible debentures and accordingly,

the provision of Clause 3(xiv) of the Order is not


xv) According to the information and explanations given to

us and based on our examination of the records, during

the year, the Company has not entered into any non-

cash transactions with directors or persons connected

with the directors.

xvi) According to the information and explanations given to

us, the Company is not required to be registered under

section 45-IA of the Reserve Bank of India Act, 1934.

For Lodha& Co.



R. P. Singh



‘Annexure B’ referred to in our report of even date

ANNEXURE ‘B’ TO INDEPENDENT AUDITOR’S 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 Anmol Industries Limited (“the Company”) as at

March 31, 2017 in conjunction with our audit of the 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 Act.

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

89


on Auditing, issued by ICAI and deemed to be prescribed

under section 143(10) of the Act, 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

ICAI. 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

overfinancial reporting.

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 authorizations of

management and directors of the company; and (3) provide

reasonable assurance regarding prevention or timely

detection of unauthorized 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 March 31, 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.

For Lodha& Co.



R. P. Singh



90

(I in Lakhs)

NoteAs at

31.03.2017As at

31.03.2016 I. EQUITY AND LIABILITIES Shareholders' Funds

Share Capital 2 1,235.77 466.02 Reserves and Surplus 3 67,387.66 13,654.65 Non-Current LiabilitiesLong-term borrowings 4 5,486.70 736.44 Deferred tax liabilities (Net) 5 458.63 411.41 Other Long term liabilities 6 19.21 Long term provisions 7 292.28 16.11 Current LiabilitiesShort-term borrowings 8 7,075.16 2,082.02 Trade Payables 9(i) Dues of micro enterprises and small enterprises 144.60 - (ii) Dues of creditors other than micro enterprises and small enterprises 3,926.13 648.34 Other current liabilities 10 5,877.04 719.74 Short-term provisions 11 1,005.17 640.11 Total 92,908.35 19,374.84

II. ASSETS:Non-current AssetsFixed assets 12A

Tangible assets 35,106.60 5,882.75 Intangible assets 13.68 0.00 Capital work-in-progress 12A 970.18 - Goodwill on Amalgamation 12B 47,600.54 -

Non-current investments 13A 360.92 372.50 Long-term loans and advances 14 464.52 148.35 Other non-current assets 15 982.47 413.00 Current AssetsCurrent Investment 13B - 7,946.26 Inventories 16 3,355.17 583.79 Trade receivables 17 305.82 71.02 Cash and Bank Balances 18 1,444.51 2,619.08 Short-term loans and advances 19 1,629.55 631.58 Other current assets 20 674.39 706.51 Total 92,908.35 19,374.84

Balance Sheet as at 31st March, 2017

Significant Accounting policies [Note No 1] and other notes form an integral part of the Financial Statements.

This is the Balance Sheet referred to in our report of even date.

For Lodha & Co. For and on behalf of the BoardChartered Accountants

R.P.Singh Biswanath Choudhary Bimal Kumar Choudhary Dilip Kumar ChoudharyPartner (Chairman) (Managing Director) (Vice Chairman)

Place: Kolkata Poonam Chandra Tibrewal Brundaban BeheraDate: 12.09.2017 (Chief Financial Officer) (Company Secretary)

91


(I in Lakhs)

Particulars NoteYear ended 31.03.2017

Year ended 31.03.2016

I. Revenue:

Revenue from operations (Gross) 123,679.54 29,293.16

Less: Excise Duty 950.15 51.47

Revenue from operations (Net) 21 122,729.39 29,241.69

Other Income 22 368.76 80.56

Total 123,098.15 29,322.25

II. Expenses:

Cost of Materials Consumed 23 84,653.00 15,950.20

Purchases of Stock-in-trade 24 50.49 307.08

Changes in Inventories of Finished Goods, Work in progress and Stock-in-trade - (Increase)/ Decrease

25 35.40 (67.76)

Employee benefits expense 26 5,246.45 347.91

Finance Costs 27 814.32 259.30

Depreciation and Amortization expenses 28 2,097.18 622.08

Other Expenses 29 19,159.67 3,022.39

Total 112,056.51 20,441.19

III. Profit before Tax and Exceptional Items 11,041.64 8,881.06

Exceptional Items 41 2,041.88 -

IV. Profit before tax from Continuing operations 8,999.75 8,881.06

V. Tax expense:

Current Tax 3,179.96 3,183.38

Tax Related to Earlier Years 9.41 0.41

MAT Credit Entitlement - (2.08)

Deferred Tax - Charge / (Credit) 5 (587.70) 16.26

2,601.67 3,197.95

VI. Profit for the year from Continuing operations 6,398.08 5,683.11

VII. Profit from discontinuing operations 42 1,353.79 147.93

VIII. Tax expense of discontinuing operations 42 229.43 (83.31)

IX. Profit after Tax from discontinuing operations 1,124.35 231.24

X. Profit for the year 7,522.43 5,914.35

XI. EARNING PER EQUITY SHARE: 34

Equity Share of par value of I 10/- each

Basic and Diluted (From Continuing Operations) 51.77 121.95

Basic and Diluted (Total) 60.87 126.91

Statement of Profit and Loss for the year ended 31st March, 2017

Significant Accounting policies [Note No 1] and other notes form an integral part of the Financial Statements.

This is the Balance Sheet referred to in our report of even date.

For Lodha & Co. For and on behalf of the BoardChartered Accountants

R.P.Singh Biswanath Choudhary Bimal Kumar Choudhary Dilip Kumar ChoudharyPartner (Chairman) (Managing Director) (Vice Chairman)

Place: Kolkata Poonam Chandra Tibrewal Brundaban BeheraDate: 12.09.2017 (Chief Financial Officer) (Company Secretary)

92

(I in Lakhs)

Particulars Year ended 31.03.2017 Year ended 31.03.2016

A. CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit before taxes 10,353.54 9,028.99

Adjustments for:

Depreciation and amortisation expenses 2,110.04 622.08

Provision for Doubtful Debt 12.03 -

Provision for Slow Moving Materials 12.75 -

Provision For Doubtful Advances 22.00 -

Provision for Diminution in value of Current Investmment - 285.88

Provision for Indirect taxes 897.91

Provision written back on current investment (285.88) -

Bad Debt 2.63 -

(Profit) / Loss on Sale / Discard of Fixed Assets 0.14 0.01

Interest Credited (661.90) (127.00)

Finance Costs 825.30 259.30

Profit on sale of Investment (694.64) (41.74)

Liabilities no longer required written back (2.96) (2.06)

Dividend Income (102.34) 2,135.09 (70.89) 925.58

Operating Profit before Working Capital Changes 12,488.62 9,954.57

Adjustments for Changes in Working Capital:

(Increase)/ Decrease in Trade and Other Receivables (19.04) 109.00

(Increase)/ Decrease in Inventories 124.86 73.61

Increase/ (Decrease) in Other Current Liabilities 1,541.23 112.51

Increase/ (Decrease) in Trade Payables and Provisions (407.00) 1,240.05 (41.92) 253.19

Cash Generated from Operations 13,728.67 10,207.76

Taxes paid (net) (3,881.74) (1,895.31)

Net Cash from Operating Activities 9,846.93 8,312.45

B. CASH FLOW FROM INVESTING ACTIVITIES:

Purchase of Fixed Assets/ movements in Capital work-in-progress/

Capital Advances (4,555.30) (208.15)

Sale of Fixed Assets 88.88 1.36

(Purchase)/ Sale of Investments (6,958.51) (7,711.72)

Loan (given) / Recovered to / from body Corporate (1,872.29) 50.00

Fixed Deposit Matured / (Taken) 3,335.98 (2,010.00)

Interest Received 819.94 127.00

Dividend Received 102.34 (9,038.95) 70.89 (9,680.63)

Net Cash Used in Investing Activities (9,038.95) (9,680.63)

Cash Flow Statement Statement for the year ended 31st March, 2017

93


(I in Lakhs)

Particulars Year ended 31.03.2017 Year ended 31.03.2016

C. CASH FLOW FROM FINANCING ACTIVITIES:

Proceeds from Borrowings 156.46 2,484.04

Buyback of shares (653.85)

Interest Paid (845.43) (260.82)

Dividend Paid - (466.02)

Tax on Dividend - (1,342.81) (94.87) 1,662.33

Net Cash from / (Used) in Financing Activities (1,342.81) 1,662.33

Net Increase / (Decrease) in Cash and Cash Equivalents (A+B+C) (534.83) 294.15

Opening Balance of Cash and Cash Equivalents (Refer Note 18) 609.08 314.93

Opening Balance of Cash and Cash Equivalents acquired on account

of Scheme of arrangement ( Refer Note : 40A(a)) 222.08

Closing Balance of Cash and Cash Equivalents (Refer Note.18) 296.33 609.08

Cash Flow Statement Statement for the year ended 31st March, 2017

Note:

i) The Cash Flow Statement has been prepared under the “Indirect Method” set out in Accounting Standard - 3 on “Cash

Flow Statement”.

ii) Cash Flow from discontinue operation has been given in note 42 (c).

This is the Cash Flow statement referred to in our report of even date.

For Lodha & Co. For and on behalf of the Board


R.P.Singh Biswanath Choudhary Bimal Kumar Choudhary Dilip Kumar Choudhary

Partner (Chairman) (Managing Director) (Vice Chairman)

Place: Kolkata Poonam Chandra Tibrewal Brundaban Behera

Date: 12.09.2017 (Chief Financial Officer) (Company Secretary)

94

Notes on financial statements for the year ended 31st March, 2017

1. SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Preparation of Financial Statements

The financial statements are prepared under historical cost convention in accordance with the provisions of Companies

Act, 2013 (‘the Act’) and accounting standards as prescribed under Section 133 of the Act. Accounting policies, unless

specifically stated to be otherwise, are consistent and are in consonance with generally accepted accounting principles.

b. Use of Estimates

The preparation of the financial statements require management to make estimates and assumptions that affect the

reported amount of assets and liabilities and disclosures relating to contingent liabilities as at the Balance Sheet date

and the reported amounts of income and expenses for the relevant year. Differences between the actual results and

estimates are recognized in the year in which the results are known / materialized.

c. Fixed Assets (Property, Plant & Equipment) (PPE)

PPE are stated at cost or at fair value in respect of assets acquired as per Scheme of arrangement less accumulated

depreciation thereon. Cost comprises cost of acquisition or construction and subsequent improvements thereto

including non-refundable taxes and duties, freight and other incidental expenses relating to acquisition/ installation.

As per revised Accounting Standard (AS-10) on PPE effective from 01.04.2016, the Company has opted to adopt the Cost

Model as prescribed therein for all class of assets.

Capital work in progress includes pre-operative expenses, cost of assets to be installed, construction and erection

materials etc.

d. Intangible Assets

Cost incurred for acquiring intangible assets including computer software are capitalized and stated at cost of acquisition

less accumulated amortization thereon.

d. Depreciation

Depreciation is provided, on assets having been put into use, in the following manner:

Tangible Assets:

i. Premium on leasehold land is amortized over the period of respective lease.

ii. Except as stated in (i) above, depreciation on PPE is provided on Straight Line Method at the rates determined with

reference to the useful life as specified in Schedule II of the Companies Act’ 2013.

iii. For the purpose of (ii) above, residual value of tangible assets, where considered, has been considered to be equivalent

to five percent of the original cost of respective assets.

Intangible Assets

Computer software is amortized over a period of 3 years, using straight line method.

e. Impairment

PPE are reviewed at each balance sheet date for impairment. In case events and circumstances indicate any impairment,

recoverable amount of PPE is determined. An impairment loss is recognised, whenever the carrying amounts of assets

either belonging to Cash Generating Unit (CGU) or otherwise exceeds recoverable amount. The impairment loss so

recognized is reversed if there has been change in the recoverable amount and such loss either no longer exists or has

decreased. Impairment loss / reversal thereof is adjusted to the carrying value of the respective assets, which in case of

CGU, are allocated to its assets on a pro-rata basis.

95



f. Investments

Non-current investments are stated at cost less provision, if any for diminution in value other than temporary in nature.

Current Investments are valued at lower of cost and fair value.

g. Inventories

Inventories are valued at cost or net realisable value whichever is lower.

Cost for the purpose of raw materials, packing materials and stores and spares and consumables comprise of the

respective purchase costs including inward freight and non-reimbursable duties and taxes.

Cost in respect of finished goods represent material, labour, other direct cost and appropriate overheads and excise duty,

where applicable.

For the above purposes, Cost of inventories are determined on Weighted Average basis.

Provision for inventory obsolescence is made wherever considered necessary and the same is assessed regularly.

h. Borrowing Cost

Borrowing costs incurred in relation to the acquisition/construction of qualifying assets are capitalised as the part of the

cost of such assets. Capitalisation of borrowing costs are ceased when substantially all the activities necessary to prepare

the qualifying asset for its intended use or sale are complete. Other borrowing costs are charged as an expense in the

year in which these are incurred.

i. Foreign Currency Transactions

Transactions in foreign currencies are accounted for at the exchange rate prevailing as on the date of the transaction.

Foreign currency monetary assets and liabilities at the year end are translated using closing rates. The loss or gain thereon

and also on the exchange differences on settlement of the foreign currency transaction during the year are recognized

as income or expenses in the Statement of Profit and Loss.

j. Revenue Recognition

Revenue from sales of goods are recognised on transfer of significant risk and rewards of ownership on delivery to the

buyers in terms of agreement with them.

Sales are net of sales tax and sales returns thereagainst.

Dividend income is accounted for in the year in which the right to receive the same is established.

Interest on investments and deposits is booked on a time-proportion basis taking into account the amounts invested and

the rate of interest.

k. Government Grants

Government grants are recognised when there is reasonable assurance of compliance of related conditions and

realizability thereof are established.

Capital Grants are credited to Capital Investment Subsidy Reserve and the amount equivalent to the depreciation provided

against the relevant assets is transferred therefrom to the Statement of Profit and Loss.

Revenue grants are either credited to other Income or deducted from the related expenses.

l. Employee Benefit

Employee benefits are accrued in the year services are rendered by the employees.

96


Contribution to the defined contribution schemes such as Provident Fund etc are recognized as and when incurred.

Long term employee benefits under defined benefit schemes such as contribution to gratuity, leave etc are determined

at close of the year at present value of the amount payable using actuarial valuation techniques.

Actuarial gain and losses are recognized in the year when they arise.

m. Taxation

Provision for current income tax is made on taxable income using the applicable tax rates and tax laws. Deferred tax

arising on account of timing differences and which are capable of reversal in one or more subsequent periods, is

recognised using the tax rates and tax laws that have been enacted or substantively enacted. Deferred tax assets are not

recognised unless there is a reasonable certainty that sufficient future taxable income will be available against which such

deferred tax asset will be realized. In case of carried forward unabsorbed depreciation and tax losses, deferred tax assets

are recognized only if there is virtual certainty that such deferred tax assets can be realized against future taxable profits.

n. Leases

Lease rentals incurred/earned in respect of operating leases are recognised as expense/income in the statement of profit

and loss as per the terms and conditions of the respective agreements.

o. Provision, Contingencies and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation

as a result of past events, and it is probable that there will be an outflow of resources and a reliable estimate can be made

of the amount of the obligation. Contingent liabilities are not provided for and are disclosed by way of notes. Contingent

Assets are neither recognized nor disclosed in the financial statement.

97



2(b) The Company has only one class of Equity Share having par value of I10/- per share. Each holder of Equity Share is

entitled to one vote per share. In the event of liquidation of the Company, the holders of the Equity Shares will be

entitled to receive remaining assets of the Company, after distribution of all preferential amounts, in proportion to the

number of equity shares held by them.

2(e) Authorised Capital has increased pursuant to Scheme of arrangement referred to in note no. 40 (A)

2(f) In terms of the resolution dated 2nd September,2016 passed by the shareholders of erstwhile ABL, 65,38,469 equity

shares have been bought back at Rs. 10 each and I 653.85 lakhs payable in this respect have been considered as a

liability and impact thereof including resultant capital redemption reserve etc has been given effect to on recognition of

amalagamation of ABL with the Company in terms of the relevant accounting standard and the scheme of arrangement

dealt hereunder in Note 40.

2(g) The Board of Directors has recommended payment of dividend @ 50% (I 5 per equity share) on the paid-up share

capital of the company for the financial year 2016-2017 subject to approval of members at the ensuing Annual General

Meeting.

2(a) (I in Lakhs)

ParticularsNote As at

31st March 2017

As at

31st March 2016

Authorised Capital:

43,000,000 (Previous Year 5,000,000) Equity Shares of

I10/- each 4,300 500

Issued, Subscribed and Paid up:

1,23,57,708 Equity Shares of I10/- each fully paid up

(Previous Year 46,60,200 Equity Shares) 40(A)(b) 1,235.77 466.02

2. ShARE CAPITAL

2(c) Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period

Sl

No.Particulars

Note As at

31st March 2017

As at

31st March 2016

Number of Shares Number of Shares

a Shares outstanding at the beginning of the year 4,660,200 4,660,200

b Shares Issued during the year * 40(A)(b) 12,357,708 -

c Shares adjusted on account of Scheme of

arrangement 40(A)(c) 4,660,200 -

d Shares outstanding at the end of the year 12,357,708 4,660,200

* Shares issued for consideration other than Cash.

2(d) Details in respect of shares in the company held by each shareholder holding more than 5 percent shares :

Sl

No.Particulars

Note As at

31st March 2017

As at

31st March 2016

Number of Shares Number of Shares

1 Anmol Biscuits Limited (ABL) - 4,660,200

2 Baijnath Choudhary & Family Trust 10,226,517 -

3 Monarch Shelter Private Limited 1,560,298 -

98


3. RESERVES AND SURPLUS (I in Lakhs)


31st March 2017

As at

31st March 2016

Securities Premium Reserve

At the beginning of the Year 255.00 255.00

Add: Shares Issued in terms of Scheme of arrangement 40(A)(b) 136,944.23 -

Less: Cancellation of Shares in terms of Scheme of

arrangement 40(A)(c) 51,723.98 -

Less: Adjustment on account of De-merger of CMT

division in terms of Scheme of arrangement 40(B)(ii) 27,099.80 -

Less: Amortization of goodwill 12B 11,900.13 -

At the End of the Year 46,475.32 255.00

Capital Investment Subsidy Reserve

At the beginning of the Year 682.50 782.50

Add: Transfer on Scheme of arrangement 40(A)(a) 30.00 -

Add: Addition during the year 3.1 200.00 -

Less : Transferred to Statement of Profit and Loss 28 239.70 100.00

At the End of the Year 672.80 682.50

General Reserve

At the beginning of the Year - -

Add: Transferred from Surplus 1,000.00 -

At the End of the Year 1,000.00 -

Surplus:

At the beginning of the Year 12,717.12 7,363.69

Add: Profit for the Year as per the Statement of Profit

and Loss 7,522.43 5,914.35

Amount available for Appropriation 20,239.55 13,278.04

Appropriations:

Less: Dividend Paid - I Nil/- per equity share (Previous

year 1/- per equity share) - 466.02

Less: Dividend Distribution Tax on Dividend Paid - 94.87

Less: Amount transferred to General Reserve 1,000.00 -

1,000.00 560.89

At the End of the Year 19,239.55 12,717.15

TOTAL 67,387.66 13,654.65

3.1 Capital Investment Subsidy pertaining to Company’s plant at Anapatna amounting to I 200.00 lakhs ( Previous year Nil)

has been accured, pending filing for application.

99



4. LONG TERM BORROWINGS (I in Lakhs)


31st March 2017

As at

31st March 2016

Secured

Term Loan

From Banks

Gross Outstanding Amount 4 (a to h) 7,526.12 1,163.94

Less: Current Maturities of Long Term Debt 10 2,039.42 5,486.70 427.50 736.44

Unsecured

From Banks

Gross Outstanding Amount 4 (i) 350.00 -

Less: Current Maturities of Long Term Debt 10 350.00 - - -

Sub Total I 5,486.70 736.44

TOTAL 5,486.70 736.44

4 (a) Rupee Term loan from Hongkong and Sanghai Banking Corporation Ltd. (HSBC) amounting to I 6297.50 lakhs (I1470.00

lakhs as on 31.03.2017 being current maturities of the loan included under other current liabilities) outstanding at the

end of the Year, has been secured by way of first pari passu charge on the entire moveable plant and machinery,

tools and accessories and other moveable fixed assets both present and future pertaining to Dankuni, West Bengal

, second pari passu charge on the entire stocks of raw materials, semi finished goods and book debts both present

and future pertaining to Dankuni, West Bengal , charge on immovable property at Dankuni, West Bengal, charge on

entire moveable plant and machinery, tools and accessories and other moveable fixed assets both present and future

of Anlapatna (Orissa) Plant, leasehold immovable properties both present and future of Anlapatna (Orissa) Plant and

personal guarantee of three directors of the Company. The applicable Rate of Interest in respect of above Rupee Term

Loan is 8.50% - 9.45% per annum.

Repayment schedule of above Term Loans from HSBC is as follows:

(i) Rupee Term Loan of I1930.00 lakhs is repayable in 16 quarterly installments of I 120.62 lakhs each starting from

25.06.2016.

(ii) Rupee Term Loan of I 800.00 lakhs is repayable in 16 equal quarterly installments of I 50.00 lakhs each starting

from 22.09.2016.

(iii) Rupee Term Loan of I 500.00 lakhs is repayable in 16 equal quarterly installments of I 31.25 lakhs each starting

from 30.11.2016.

(iv) Rupee Term Loan of I 500.00 lakhs is repayable in 16 equal quarterly installments of I 31.25 lakhs each starting

from 17.12.2016.

(v) Rupee Term Loan of I 1000.00 lakhs is repayable in 16 equal quarterly installments of I 62.50 lakhs each starting

from 21.12.2016.

(vi) Rupee Term Loan of I 1000.00 lakhs is repayable in 16 equal quarterly installments of I 62.50 lakhs each starting

from 01.02.2018.

100


vii) Rupee Term Loan of I 1200.00 lakhs is repayable in 16 equal quarterly installments of I 75.00 lakhs each starting

from 23.08.2017.

viii) Rupee Term Loan of I 250.00 lakhs is repayable in 16 equal quarterly installments of I 15.625 lakhs each starting

from 13.04.2018.

The above Term Loans from HSBC is repayable on demand, after 12 months from date of disbursement, whenever

such option is exercised during the tenure of repayment specified as above.

(b) Rupee term loan from Yes Bank Limited amounting to I 333.33 lakhs ( including I 111.11 lakhs being the current

maturities of the loan included under other current liabilities) outstanding at the end of the Year is secured by way of

exclusive charge on the moveable fixed assets of the Rusk manufacturing unit at Sambalpur, Orissa ( under construction

as at the balance sheet date).

The above term loan is repayable in 18 equal quarterly installments of I 27.77 lakhs each from 29.10.2015. The

applicable rate of interest in respect of the aforesaid loan is Base rate (YBLBR) plus 0.25% per annum. The current

YBLBR is 10.35% per annum. The above loan is repayable on demand, whenever such option is exercised during the

tenure of repayment specified as above.

(c) Term Loan from Yes Bank Limited amounting to I 444.44 lakhs (Previous Year I 722.22 lakhs) outstanding at the end

of the Year (including I 277.78 lakhs included under other current liabilities) are secured by way of :

1) First Charge on all the Fixed Assets (both Present & Future) of the Cake Plant situated at Hajipur, Bihar.

2) Second Charge on all the Current Assets (both present & future).

3) Personal Guarantee of two erstwhile Directors of the Company.

The above term loan from Yes Bank is repayable in 18 equal quarterly installment of I 55.55 lakhs each starting from

29.06.2015.

(d) Term Loan from Yes Bank Limited. amounting to I 222.22 lakhs (Previous Year I 333.33 lakhs) outstanding at the end

of the Year (including I 111.11 lakhs included under other current liabilities) are secured by way of :

1) First Charge on all the Fixed Assets (both Present & Future) of the Cake Plant situated at Hajipur, Bihar.

2) Second Charge on all the Current Assets (both present & future).

3) Personal Guarantee of two erstwhile Directors of the Company.

The above term loan from Yes Bank is repayable in 18 equal quarterly installment of I 27.77 lakhs each starting from

31.12.2014.

(e) Auto/Vehicle loans from BMW Financial Services Private Limited amounting to I Nil (Previous Year I 8.38 lakhs)

outstanding at the end of the year are secured by way of hypothecation of vehicles financed therefrom and are

repayable in instalment of I 1.43 lakhs (including interest) each.

(f) Car Loan from ICICI Bank Limited amounting to I 69.78 lakhs outstanding at the end of the Year (including I 33.23

lakhs included under other current liabilities) are secured by way of hypothecation of vehicles financed therefrom.

The aforesaid loan is repayable in 36 equal monthly instalment of I 3.20 lakhs (including interest) each, starting form

01.04.2016.

(g) Car Loan from HDFC Bank Limited amounting to I 103.68 lakhs outstanding at the end of the Year (including I 18.30

lakhs included under other current liabilities) are secured by way of hypothecation of vehicles financed therefrom.

101



The aforesaid loan is repayable in 60 equal monthly instalment of I2.24 lakhs (including interest) each, starting from

07.01.2017.

(h) Car Loan from HDFC Bank Limited amounting to I 55.17 lakhs outstanding at the end of the Year (including I 17.88

lakhs included under other current liabilities) are secured by first charge by way of hypothecation of vehicles financed

therefrom.

The aforesaid loan is repayable in 34 equal monthly instalment of I1.85 lakhs (including interest) each, starting from

06.02.2017.

(i) Rupee term loan from Yes Bank Limited amounting to I 350.00 lakhs ( including I 350.00 lakhs being the current

maturities of the loan included under other current liabilities) outstanding at the end of the Year is secured against the

personal guarantee of three directors of the company.

The above term loan from Yes Bank is repayable in 16 equal monthly installments of I 87.5 lakhs each starting from

April, 2016. The applicable rate of interest in respect of the aforesaid loan is at base rate (YBLBR)i.e. 9.85% as at

31.03.2017 which is subject to reset as and when the base rate is changed. The above loan is repayable on demand,

whenever such option is exercised during the tenure of repayment specified as above.

4.4 Current maturities of long term borrowings have been disclosed under the head “Other Current Liabilities”. [Refer note 10]

5. DEFERRED TAX LIABILITIES (NET)

The break up of Deferred Tax Assets and Deferred Tax Liabilities are as given below: (I in Lakhs)

Particulars

As at

31.03.2016

Pursuant to

Scheme of

Arrangement

Charge or

(Credit)

during the

Year

As at

31.03.2017

Deferred Tax Liabilities

Depreciation difference 518.22 694.58 32.17 1,244.96

Deferred Tax Assets

Expenses allowable on payment basis under Income Tax

Act, 1961

(7.87) (137.05) (558.17) (703.10)

Provision for Assets (98.94) (21.54) 87.42 (33.05)

Expenses allowable U/s 35DD of Income Tax Act, 1961 - - (36.28) (36.28)

Others - - (13.89) (13.89)

Total (106.81) (158.59) (520.93) (786.32)

Net Deferred Tax Liabilities/(Assets) 411.41 535.99 (488.75) 458.63

For Continuing operations 510.35 535.99 (587.70) 458.63

For Dis-continuing operations (98.94) - 98.94 -

Previous year 494.09 (82.68) 411.41

For Continuing operations 494.09 - 16.26 510.35

For Dis-continuing operations - - (98.94) (98.94)

102

7. LONG TERM PROVISIONS: (I in Lakhs)


31st March 2017

As at

31st March 2016

Provision for Employee Benefits 292.28 16.11

292.28 16.11


8. ShORT TERM BORROWINGS (I in Lakhs)


31st March 2017

As at

31st March 2016

Loans repayable on demand

Secured

From Banks

-Short Term Loan facility 8 (a to c) 2,100.00 -

-Cash Credit facility / Overdraft facility 8 (d to f) 1,866.75 2,082.02

Unsecured

From Banks - Short Term Loan facility 750.00 -

From Related Parties ( includes Interest paybales) 33 2,358.41 -

7,075.16 2,082.02

8. (a) Working Capital Demand Loan from Kotak Mahindra Bank Limited amounting to I 1000.00 lakhs outstanding at

the year end is secured by way of first pari passu charge on the present and future plant and machinery located

at Dankuni, West Bengal , current assets both present and future and first pari passu charge by way of equitable

mortgage on immovable properties lying and situated at Dankuni, West Bengal together with all building structures,

plant and machinery etc affixed thereto.

(b) Working Capital Demand Loan from CITI Bank Limited amounting to I 500.00 lakhs outstanding at the year end

is secured by way of first pari passu charge on the present and future plant and machinery located at Dankuni ,

West Bengal , current assets both present and future and first pari passu charge by way of equitable mortgage on

immovable properties lying and situated at Dankuni , West Bengal ( Cookies plant) together with all building structures,

plant and machinery etc affixed thereto and Personal Guarantee of the Directors.

(c) Working Capital Demand Loan from Development Bank of Singapore Limited amounting to I 600.00 lakhs outstanding

at the year end is secured by way of first pari passu oncurrent assets both present and future.

(d) Cash credit facilities amounting to I 384.44 lakhs outstanding at the year end ( previous year I 2,082.02 lakhs ) from

6. OThER LONG TERM LIABILITIES: (I in Lakhs)


31st March 2017

As at

31st March 2016

Security Deposit 19.21 -

19.21 -

103



9. TRADE PAYABLES (I in Lakhs)


31st March 2017

As at

31st March 2016

For Goods and Services

- dues of micro enterprises and small enterprises 9.1 144.60 -

- dues of creditors other than micro enterprises and

small enterprises

3,926.13 648.34

4,070.73 648.34

Yes Bank is secured by 1) First Charge on all the Current Assets (both Present & Future) 2) Second Charge on all the

fixed assets of the Cake Plant situated at Hajipur, Bihar 3) Personal Guarantee of the Directors .

(e) Cash credit facilities amounting to I 1068.10 lakhs outstanding at the year end from Yes Bank is secured by 1) First

charge on current and movable fixed assets (excluding those which are exclusively charge to other lenders) 2) Equitable

mortgage of the immovable property located at Greater Noida. 3) Unconditional and Irrevocable personal Guarantee

of directors.

(f) Cash Credit Facility from Kotak Mahindra Bank Limited amounting to I 414.21 lakhs outstanding at the year end is

secured by way of first pari passu charge on the present and future plant and machinery located at Dankuni, West

Bengal , current assets both present and future and first pari passu charge by way of equitable mortgage on immovable

properties lying and situated at Dankuni, West Bengal together with all building structures, plant and machinery etc

affixed thereto.

(I in Lakhs)


31st March 2017

As at

31st March 2016

(i) Principal amount remaining unpaid at the end of

the accounting year

144.60 -

(ii) Interest due on above - -

(iii) Interest paid by the Company in terms of Section 16

of MSMED Act

- -

(iv) The amount of interest accrued and remaining

unpaid at the end of financial year

- -

(v) Payment made to supplier beyond the appointed

day during the year - -

9.1 The details of amounts outstanding under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED

Act) to the extent of information available with the Company are as under:

104


11. ShORT TERM PROVISIONS: (I in Lakhs)


31st March 2017

As at

31st March 2016

Provision for Employee benefits 31 29.50 0.47

Provision for Income Tax ( Net of Advance Tax ) 77.76 639.64

Provision for Indirect Taxes 11.1 897.91 -

1,005.17 640.11

11.1 Provision for Indirect taxes as stated in note 41(b) has been made during the year. Deposit of I514.10 lakhs made in

earlier years has been shown under Balances with government authorities (refer note 19). No utilization of the provision,

pending decision of the court has been done.

10. TRADE PAYABLES (I in Lakhs)


31st March 2017

As at

31st March 2016

Current maturities of Long Term Debts -

Secured Loans 4.1 (a) (b),

4.2, 4.3

2,039.42 427.50

Unsecured Loans 4.1 (c) 350.00 -

Interest Accrued but not due on borrowings 0.34 0.06

Interest Accrued and due on borrowings 2.17 2.95

Advance from Customers 845.27 153.75

Other Payables:

Other Liabilities 625.42 -

Statutory Dues-Tax Deducted at source, Service Tax,

Sales Tax, Provident Fund etc.

1,614.24 113.39

Excise Duty on Closing Stock 33.53 0.51

Security Deposit 38.97 1.50

Retention Money 1.42 1.42

Capital Expenditures 326.25 2,639.83 18.66 135.48

5,877.04 719.74

105


No

tes

on

fin

anc

ial s

tate

me

nts

for

the y

ear

en

ded

31s

t M

arch

, 20

17

12A

. FI

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(I in

Lak

hs)

Des

crip

tion

Ref.

Not

e

Gro

ss C

arry

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ntD

epre

ciat

ion

/ Am

ortis

atio

nN

et C

arry

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Amou

nt

As

at

31.0

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16

Add

ition

s

in te

rms

of

sche

me

of

Arra

ngem

ent

(Not

e 40

(A))

Add

ition

s /

Adju

stm

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Adju

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Tra

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rms

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me

of

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(Not

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(B))

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at

31.0

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upt

o

31.0

3.20

16

Add

ition

s

in te

rms

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the

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(Not

e 40

(B))

As

at

31.0

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As

at

31.0

3.20

17

As

at

31.0

3.20

16

(A)

TAN

GIB

LE A

SSET

S:

Land

(Fre

ehol

d) -

6

,665

.07

5.7

3 2

2.90

1

,798

.98

4,8

48.9

2 -

-

-

-

-

-

4

,848

.92

-

Land

(Lea

seho

ld)

291

.62

2,8

49.9

1 2

.21

-

939

.57

2,2

04.1

7 1

3.97

8

3.46

3

8.43

-

5

0.36

8

5.51

2

,118

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277

.65

Build

ings

2,7

89.7

5 7

,228

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5,6

74.6

4 1

2.73

1

53.5

7 1

5,52

6.26

2

61.0

7 9

58.8

0

364

.67

5.7

2 5

.76

1,5

73.0

7 1

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3.19

2

,528

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Plan

t and

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12.1

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78.2

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5

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.11

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-

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1,5

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1 1

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1 -

9

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11,4

52.1

3 2

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and

Fix

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s 9

6.75

5

68.8

5 6

2.08

-

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7

27.6

7 2

8.25

1

56.4

3 6

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-

-

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51.3

1 4

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Mot

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106

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-

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37.7

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89.2

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(B)

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Com

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-

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Nil

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om

pan

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106


12B. GOODWILL ON AMALGAMATION (I in Lakhs)


31st March 2017

As at

31st March 2016

Opening Balance

Add: Adjustments due to amalgamation 40 59,500.67 -

Less: Amount amortised through Securities Premium 3 11,900.13 -

Closing Balance 47,600.54 -

47,600.54 -

13A. NON CURRENT INVESTMENTS (LONG-TERM)

(At Cost and fully paid up unless stated otherwise)

Particulars

Note As at

31st March 2017

As at

31st March 2016

Number Amount (I) Number Amount (I)

(Other than trade)

Quoted

Equity Shares:

Multiples private equity fund II LLP - 372.50

In Bond :

Rural Electrification Bond 50.00

TOTAL (A) 50.00 372.50

Unquoted

In Other Companies:

Equity Shares

Bengal Anmol South City Infrastructure Limited 28,200 2.82 -

Baid Holding Private Limited 375,000 308.10 -

TOTAL (B) 310.92 -

TOTAL (A+B) 360.92 372.50

Additional Information

Agreegate Amount of Quoted Investments 50.00 372.50

Agreegate Amount of Unquoted Investments 310.92 -

Agreegate Amount of Market Value of Quoted

Investments 50.00 -

107



13B. CURRENT INVESTMENTS

(At Cost or Market Price whichever is lower)

Particulars

Note As at

31st March 2017

As at

31st March 2016

Units /

Numbers

Amount (I) Units /

Numbers

Amount (I)

Quoted

Investment in mutual funds

Birla Sun Life Frontline Equity Fund -Growth- Direct

Plan

- - 1.27 208.06

HDFC Balanced Fund -Direct Plan - Growth Option - - 1.39 152.08

HDFC Mid Cap Opportunities Fund -Direct Plan -

Growth Option

- - 5.83 217.55

HDFC Prudence Fund - Growth Option - - 0.07 25.00

ICICI Prudential Balanced Plan-Growth Option - - 1.41 126.30

ICICI Prudential Balanced Fund - Direct Plan - Growth - - 0.49 45.00

ICICI Prudential Flexible Income Plan Premium-Growth - - 0.12 35.40

ICICI Prudential Focused Equity Fund - Retail Growth

Plan

- - 8.14 233.65

ICICI Prudential Discovery Fund-Growth Option - - 2.51 278.48

Reliance Money Manager Fund-Institutional Plan

Growth Option

- - 0.01 11.50

Tata Balanced Fund - Growth - - 1.02 170.20

Tata Treasury Manager Fund High Investment Plan

Growth

- - 0.01 10.44

UTI - Equity Fund-Growth Option - Direct - - 1.07 108.80

Sundaram Bnp Paribas Growth Fund-Growth - - 0.43 50.00

ICICI Prudential MIDCAP FUND Growth - - 0.75 50.00

ICICI Prudential Equity & Derivatives Fund-Wealth

Optimiser Plan-Retail Growth Option

- - 0.60 15.00

Reliance Top 200 Fund - Growth Plan Growth Option - - 4.54 105.00

SBI Premier Liquid Fund - Super Institutional - Growth - - 0.01 25.52

Birla Sun Life Cash Plus-Institutional Premium Plan

(Growth)

- - 0.10 25.33

Templeton India Treasury Management Account-Super

Institutional Plan - Growth

- - 0.01 12.67

Sundaram Bnp Paribas Money Fund Super Institutional

Growth

- - 0.40 12.66

Kotak Floater Long-Term-Growth - - 1.06 25.48

108


Particulars

Note As at

31st March 2017

As at

31st March 2016

Units /

Numbers

Amount (I) Units /

Numbers

Amount (I)

Birla Sun Life Savings Fund-Growth - - 0.05 15.23

UTI - Floating Rate Stp-Growth - - 0.00 7.52

HDFC Cash Management Fund Treasury Advantage

-Retail Plan Growth Option

- - 0.75 23.78

Birla Sun Life Frontline Equity Fund-Plan A (Growth) - - 0.20 30.00

HDFC Balanced Fund - Growth Option - - 0.27 27.00

HDFC Mid-Cap Opportunities Fund - Growth Option - - 0.58 20.00

UTI - Equity Fund-Growth Option - - 0.16 15.00

SBI Blue Chip Fund-Growth - - 4.59 125.00

Franklin India Smaller Companies Fund - Direct -

Growth

- - 1.51 60.00

Sundaram S.M.I.L.E.Fund-Growth - - 0.96 62.50

Kotak Emerging Equity Scheme - Growth (Regular Plan) - - 5.04 125.00

Birla Sun Life Top 100 Fund -Growth Option - - 3.10 125.13

Franklin India Smaller Companies Fund-Growth - - 1.68 62.50

Kotak Select Focus Fund - Growth - - 2.26 50.00

Reliance Equity Opportunities Fund-Growth Plan-

Growth Option

- - 0.70 50.00

HDFC Equity Fund - Growth Option - - 0.11 50.00

ICICI Prudential Mutual Fund Collection - - 36.27 500.00

Investment in Equity Share 4,939.36

Less:Provision for diminution in value of Investment 285.88

Total - 7,946.26

Additional Information

AGREEGATE AMOUNT OF QUOTED INVESTMENTS - 8,232.14

AGREEGATE AMOUNT OF MARKET VALUE OF

QUOTED INVESTMENTS - 7,957.77

109



14. LONG TERM LOANS AND ADVANCES: (I in Lakhs)


31st March 2017

As at

31st March 2016

Considered Good

Unsecured

Capital Advances 59.64 119.96

Security Deposits 330.88 24.36

Loans and Advances to Employees 14.1 13.84 -

Prepaid Expense - -

Advance against Lease Rent 23.86 -

Others

Balances with Government Authorities 36.30 -

Income tax refundable - 4.03

464.52 148.35

Considered Doubtful

Capital Advances 36.50 -

Less: Provision For Doubtful Advances 36.50 - - -

464.52 148.35

14.1 Loans and advances to employees have been granted for personal purposes as per the company’s policy in this respect.

15.1 Fixed Deposits with banks have been kept as margin money against Bank guarantees issued by banks on behalf of the

company to third parties.

15. OThER NON- CURRENT ASSET (I in Lakhs)


31st March 2017

As at

31st March 2016

Fixed Deposit with Banks 15.1 334.61 63.00

(Including Interest accrued thereon)

Incentive and Subsidy Receivable 647.86 350.00

982.47 413.00

110


16. INVENTORIES

(At cost or net Realisable value whichever is lower) (I in Lakhs)


31st March 2017

As at

31st March 2016

(As valued and certified by the Management)

Raw Materials 1,242.63 229.84

Packing Materials 564.82 111.87

Work in Progress 16.1 7.81 0.16

Finished Goods 16.1 1,182.53 168.33

Goods in Transit 16.1 - 17.82

Stock-in-trade (in respect of Goods acquired for trading) 16.1 - 10.80

Stores and Spares & others 370.13 44.97 -

Less: Provision for Slow Moving Materials 12.75 357.38 - 44.97

3,355.17 583.79

16.1 Details of Inventories: (I in Lakhs)


31st March 2017

As at

31st March 2016

Work in Progress:

Biscuits 7.63 0.08

Cakes 0.18 7.81 0.08 0.16

Finished Goods:

Biscuits 1,163.90 161.81

Kookies 4.31 -

Cakes 14.32 1,182.53 6.52 168.33

Goods in Transit

Biscuits - 5.00

Cakes - 0.14

Raw Materials - - 12.68 17.82

Stock-in-trade (In respect of Goods acquired for

trading)

Biscuits - 7.89

Cakes - 0.14

Kookies - - 2.77 10.80

111



17. TRADE RECEIVABLES

(Unsecured, Considered Good, Unless Stated Otherwise) (I in Lakhs)


31st March 2017

As at

31st March 2016

Considered good

Outstanding for period exceeding six months from the

date they are due for payment

32.90 0.84

Others 272.92 305.82 70.18 71.02

Considered Doubtful

Outstanding for period exceeding six months from the

date they are due for payment

46.25 -

Less: Provision for Doubtful Debts 46.25 - - -

305.82 71.02

18. CASh AND BANK BALANCES (I in Lakhs)


31st March 2017

As at

31st March 2016

Cash and Cash Equivalents

In Current Accounts with Banks 283.68 604.40

Cash Balance on hand 12.65 296.33 4.68 609.08

Other Balances with Banks

Fixed Deposits having original maturity of more than 3

months and remaining maturity of less than 12 months

from the reporting date (Including Interest accrued

thereon)

18.1

1,148.18 2,010.00

1,444.51 2,619.08

18.1 Fixed Deposits have been kept as margin money against Bank guarantees and as security deposits with other parties.

19. ShORT-TERM LOANS AND ADVANCES

(Unsecured, Considered Good) (I in Lakhs)


31st March 2017

As at

31st March 2016

Other Loans and Advances

Balances with Government Authorities 30.1 & 11.1 1,305.55 115.09

Loans and Advances to Employees 19.1 25.62 2.34

Advances to Suppliers and Others 259.47 34.62

Loans to Body Corporates 38 - 475.00

Prepaid Expenses 38.91 1,629.55 4.53 631.58

1,629.55 631.58

19.1 Loans and advances to employees have been granted for personal purposes as per the company’s policy in this respect.

112


20. OThER CURRENT ASSETS: (I in Lakhs)


31st March 2017

As at

31st March 2016

Incentive Receivable 651.90 631.07

Insurance claim receivable 6.65 1.22

Interest Accrued on Fixed Deposits 3.92 -

Interest Receivable 11.86 74.22

Others 0.06 -

674.39 706.51

21.1 Details of Sale of Products (I in Lakhs)

ParticularsNote For the year ended

31st March 2017

For the year ended

31st March 2016

Finished Goods:

Biscuits 116,548.36 25,688.36

Cakes 3,784.22 908.27

Kookies 240.61 -

120,573.20 26,596.63

Traded Goods:

Biscuits - 310.38

Cakes - 14.79

Kookies - 50.16

Rusk 62.09 62.09 375.33

120,635.29 26,971.96

21. REVENUE FROM OPERATIONS (NET) (I in Lakhs)


31st March 2017

For the year ended

31st March 2016

Sale of Products 21.1 120,635.29 26,971.96

Other Operating Revenue 21.2 3,044.25 2,321.20

123,679.54 29,293.16

Less: Excise Duty 950.15 51.47

122,729.39 29,241.69

113



21.2 Details of Other Operating Revenue (I in Lakhs)


31st March 2017

For the year ended

31st March 2016

Sale of Scrap and Rejected Materials 435.59 74.43

Export Incentives 55.60 -

Subsidy from Government 39 2,553.06 2,237.83

Other Income - 8.94

3,044.25 2,321.20

3,044.25 2,321.20

22. OThER INCOME (I in Lakhs)


31st March 2017

For the year ended

31st March 2016

Interest Income on:-

Income Tax Refund 0.21 -

Fixed Deposits with Banks 285.00 60.60

Non current Investment 10.20

Others 9.07 304.48 4.86 65.46

Liabilities no longer required written back 2.96 -

Net Gain on sale of Fixed Assets - 0.01

Miscellaneous Income 61.32 64.28 15.08 15.09

368.76 80.55

23. COST OF MATERIALS CONSUMED (I in Lakhs)


31st March 2017

For the year ended

31st March 2016

Opening stock:

As per last Balance Sheet 354.39 482.72

Add: Raw Materials & Packing Materials transferred as

per Scheme of arrangement

40(A)(a) 1,532.29 -

1,886.68 482.72

Add: Purchases 84,586.23 15,863.87

86,472.91 16,346.59

Less: Used for Trial Run and Research Purpose 12.45 4.86

Less: Cost of Sales of Raw/ Packing Materials - 37.14

Less: Closing Stock 1,807.46 84,653.00 354.39 15,950.20

TOTAL 23.1 84,653.00 15,950.20

114


23.1 Details of Material Consumed (I in Lakhs)


31st March 2017

For the year ended

31st March 2016

Flour 23,081.33 4,345.60

Sugar 11,733.01 1,257.94

Fats and Oil 23,706.80 5,037.88

Packing Materials 12,785.31 2,781.63

Others 13,346.55 84,653.00 2,527.15 15,950.20

84,653.00 15,950.20

24. PURChASE OF STOCK-IN- TRADE (I in Lakhs)


31st March 2017

For the year ended

31st March 2016

Finished Goods:

Biscuits - 250.29

Cake - 13.45

Kookies - 43.34

Rusks 50.49 -

50.49 307.08

24. ChANGES IN INVENTORIES OF FINIShED GOODS ,WORK IN PROGRESS AND STOCK-IN-TRADE -

(INCREASE)/DECREASE (I in Lakhs)


31st March 2017

For the year ended

31st March 2016

Closing Stock

Finished Goods 1,182.53 173.47

Work In Progress 7.81 0.16

Stock-in-Trade 1,190.34 10.80 184.43

Less: Opening Stock

Finished Goods 25.1 184.27 116.46

Work In Progress 0.16 0.21

Stock-in-Trade 184.43 - 116.67

Less: Stock transferred as per Scheme of arrangement 40(A)(a)

Finished Goods 1,030.70 -

Work In Progress 10.61 -

1,041.31 -

35.40 (67.76)

25.1 Opening stock in trade brought forward excludes I 10.80 lakhs in respect of stock purchased from amalgamating

companies and the same has been included under finished goods.

115



26. EMPLOYEE BENEFITS EXPENSE (I in Lakhs)


31st March 2017

For the year ended

31st March 2016

Salaries, Wages and Bonus 31 4,623.35 273.58

Contribution to provident and other Funds 31 360.70 19.97

Staff Welfare Expenses 262.40 54.36

5,246.45 347.91

28. DEPRECIATION AND AMORTISATION EXPENSE (I in Lakhs)


31st March 2017

For the year ended

31st March 2016

Depreciation and Amortisation 12A 2,349.74 722.08

Less: Transferred from: -

Capital Investment Subsidy Reserve 3 239.70 100.00

2,110.04 622.08

For Continuing operations 2,097.19 622.08

For Dis-continuing operations 12.86 -

27. FINANCE COSTS (I in Lakhs)


31st March 2017

For the year ended

31st March 2016

Interest Expense:

Term Loans 335.68 150.26

Others 27.1 470.05 805.72 109.04 259.30

Other Borrowing Costs

Loan Processing Charges 1.72 -

Net Loss on foreign currency transactions &

translations

6.88 -

814.32 259.30

27.1 Interest Expense (Others) includes I 13.65 lakhs (Previous year year I 100.00 lakhs) in respect to Interest on Income Tax.

116

29.1 Auditors’ Remuneration(Exclusive of service tax amount): (I in Lakhs)

Particulars Note 2016-17 2015-16

Audit Fees 15.50 1.50

For other Services - Tax Audit Fees 3.25 0.50

- Certification and Other services 0.80 -

19.55 2.00

29. OThER EXPENSES (I in Lakhs)


31st March 2017

For the year ended

31st March 2016

Conversion and Job Work Charges 2,337.04 323.01

Consumption of Stores and Spares 238.70 1.08

Power and Fuel 4,344.43 875.99

Excise duty on Stock 26.92 (0.14)

Auditors' Remuneration 29.1 19.55 2.00

Directors Sitting Fees 6.12 1.00

Rent 29.2 185.76 5.09

Repairs to Machinery 319.91 71.00

Repairs to Buildings 47.28 13.30

Repairs - Others 115.24 21.50

Sales Promotion and Advertisement 4,265.65 752.26

Carriage outward, distribution 4,417.10 521.97

Other selling expenditures 819.96 16.62

Insurance 60.01 10.75

Rates and Taxes 29.3 81.00 2.46

Research & Development 19.60 4.86

Travelling and Conveyance 488.30 23.90

Legal and Professional Charges 300.69 32.27

Loss on sale of Raw material and Packing material - 1.22

Loss on sale and discard of Fixed Assets (Net) 0.14 -

Foreign Exchange Loss (Net) 14.43 1.56

Bad Debts 2.63 -

Provision for doubtful debts 12.03 -

Provision for Slow Moving Materials 12.75 -

Provision For Doubtful Advances 22.00 -

Provision for Diminution in value of Current Investment - 285.88

Donation and Corporate Social Responsibility Expenses 130.80 -

Miscellaneous Expenses 29.4 871.63 54.80

19,159.67 3,022.39


29.2 The company has certain operating lease arrangements for storage of goods and other commercial purposes with

tenure ranging from 11 months to 3 years. Terms of some of these lease arrangements include escalation clause for

117


30. CONTINGENT LIABILITIES AND COMMITMENT ( TO ThE EXTENT NOT PROVIDED FOR) : (I in Lakhs)

Particulars 31st March 2017 31st March 2016

a) Guarantees issued by Banks on behalf of the Company to third parties 1,016.68 143.38

b) Corporate Guarantee given by the company on behalf of body corporate (Refer

Note 38)

Limit : I1,800.00 lakhs 868.00 -

Others

c) Certain demands (excluding interest and penalty - to the extent amount not

ascertained) relating to income tax, Excise Duty, Entry Tax, Service Tax and vat/sales

tax matters pending with various authorities to the extent acertainable from the

records and details available are as follows:

(i) Disputed income tax matters pending under appeal 20.06 -

(ii) Excise Duty - including various show cause/ Demand Notices pending under

appeal

462.16 -

(iii) Entry Tax - Claimed by Assessing Authorities pending under appeal 24.39 -

(iv) Disputed VAT/sales tax matters under appeal. 255.82 2.20

(v) Service Tax 27.51 -

Total 2,674.62 145.58


rent and deposit/refund of security deposit etc. Expenditure incurred on account of rent has been recognized in the

Statement of profit and loss amounting to I 185.76 lakhs (Previous year I 5.09 lakhs).

29.3 Rates and Taxes includes Tax on buyback of shares amounting to I 61.75 lakhs (Previous year Nil).

29.4 Miscellaneous Expenses includes Sale tax I 1 lakhs (Previous year: Rs. Nil), Cenvat I 163.84 lakhs (Previous year: Rs.1.50

lakhs).

30.1 During the year 2005-06, the Company had sold wheat (received against supplies made under the World Food

Programme of United Nations) amounting to I 2,535.20 lakhs in Punjab. The Company’s net VAT Liability (after setting of

VAT input credit) stood at Nil and hence, the Company did not deposit VAT on the said wheat sales. The Punjab Sales Tax

Department has disallowed the VAT Input credit and thereby raised a demand of I 607.50 lakhs (including penalty and

interest). The Company has contested the demand in VAT Tribunal and also before the Honourable Punjab & Haryana

High Court. However, the Honourable Punjab & Haryana High Court referred back the case to the Excise and Taxation

Commissioner, Patiala. Further vide Order dated 31.10.11 passed by Excise and Taxation officer, the stated demand has

been reduced to I 328.43 lakhs, against which the Company had deposited I 107.36 lakhs in earlier years which is shown

under Balances with Government Authorities (Note no. 19). Subsequent to the balance sheet date, Deputy Excise and

Taxation Commissioner (Appeals) has set aside the Order and passed the order in favour of the Company by rendering

the assessment as barred by limitation.

30.2 The Company’s pending litigation comprises of claims against the Company and proceeding pending with tax / statutory

/ government authorities. The Company has reviewed all its pending litigations and proceedings and disclosed the

contingent liabilities, where applicable, in its financial statement. The Company does not expect the outcome of these

proceedings to have a material impact on its financial position. Future cashflows of the matters outlined in 30(c) above

are determinable only on receipt of judgement / decisions pending with various forum / authorities.

118

Defined Benefit Scheme:

The employee’s Gratuity scheme are defined benefit plans. The present value of obligations are determined based on

acturial valuation using projected unit credit method which recognises each period of services as giving rise to additional

unit of employee benifit entitlement and measures each unit seperately to build up the final obligation. The obligation

for compensated absence is recognised in the same manner as gratuity.

Disclosures for Defined Benefit Plans based on acturial report as on 31.03.2017

30.4 Consequent to a survey conducted in the earlier years under Section 133A of the Income Tax Act, 1961, copies of

certain books and records have been retained by Income Tax Authorities. However, this does not have any impact on

the compilation of these financial statements. Further, even though no communication has so far been received from

the authorities in the matter, no liability in this respect is expected by the management.

30.3 Capital Commitment (I in Lakhs)


Estimated amount of Contracts remaining to be executed on capital account

and not provided for (Net of Advances of I156.61 lakhs (previous year I Nil))

568.37 -

31 The disclosures required under Accounting Standard 15 “Employee Benefits” notified in the Companies (Accounting

Standards) Rules, 2006 are given below:

Defined Contribution Scheme:

Contribution to defined contribution schemes, recognised for the year are as under: (I in Lakhs)


Employer's contribution to Provident Fund 60.94 3.85

Employer's contribution to Pension Fund 138.33 8.73

Total 199.27 12.58

A Change in Defined Benefit obligation: (I in Lakhs)

Particulars

2016-17 2015-16

Gratuity

(Funded)

Gratuity

(Unfunded)

Leave

(Unfunded)

Gratuity

(Funded)

Leave

(Unfunded)

Present value of defined benefit obligation as at

the beginning of the year

- 11.54 5.03 7.55 3.31

Transfer in terms of Scheme of Arrangement (refer

note :40(A))

589.44 - 91.11 - -

Current Service Cost 72.16 4.24 29.18 3.94 2.02

Interest Cost 44.21 0.87 7.21 0.60 0.26

Benefits Paid (44.10) (2.45) (37.46) - (0.41)

Acturial (gain)/loss (36.23) 1.13 19.26 (0.55) (0.15)

Present value of defined benefit obligation as at

the end of the year 625.47 15.33 114.33 11.54 5.03


119


B Change in the Fair Value of Assets: (I in Lakhs)

Particulars

2016-17 2015-16

Gratuity (Funded)

Gratuity (Unfunded)

Leave (Unfunded)

Gratuity (Funded)

Leave (Unfunded)

Fair value of plan assets at beginning of the year - - - - -

Transfer in terms of Scheme of Arrangement (refer note :40(A))

400.33 - - - -

Expected return on plan assets 30.02 - - - -

Contributions by the Employer 29.85 - - - -

Benefits Paid (27.47) - - - -

Acturial gains /(losses) 0.59 - - - -

Fair Value of plan assets as at the year end 433.33 - - - -

Actual return on Plan Assets 30.62 - - - -

C Reconciliation of present value of Defined Benefit Obligation and the Fair Value of assets: (I in Lakhs)

Particulars

2016-17 2015-16

Gratuity (Funded)

Gratuity (Unfunded)

Leave (Unfunded)

Gratuity (Funded)

Leave (Unfunded)

Present value of defined benefit obligation as at the end of the year

625.47 15.33 114.33 11.54 5.03

Fair Value of plan assets as at the year end 433.33 - - - -

Liability/(Assets) recognised in the Balance Sheet 192.14 15.33 114.33 11.54 5.03

D Expenses recognised in statement of Profit and Loss: (I in Lakhs)

Particulars

2016-17 2015-16

Gratuity (Funded)

Gratuity (Unfunded)

Leave (Unfunded)

Gratuity (Funded)

Leave (Unfunded)

Current Service Cost 72.16 4.24 29.18 3.94 2.02

Interest Cost 44.21 0.87 7.21 0.60 0.26

Expected Return on Plan Assets (30.02) - - - -

Acturial (gains)/loss (36.82) 1.13 19.26 (0.55) (0.15)

Total Expense recognised in Statement of Profit and Loss 49.53 6.24 55.65 3.99 2.13


E Principal Acturial Assumptions used: (I in Lakhs)

Particulars

2016-17 2015-16

Gratuity (Funded)

Gratuity (Unfunded)

Leave (Unfunded)

Gratuity (Funded)

Leave (Unfunded)

Mortality Table IALM (PREVIOUSLY LIC) 2006-08 Ultimate

2006-08 Ultimate

2006-08 Ultimate

2006-08 Ultimate

2006-08 Ultimate

Discounted rate (per annum) 7.50% 7.50% 7.50% 8.00% 8.00%

Expected Return on plan assets (per anum) 7.50%

Rate of escalation in salary (per anum) 5.00% 5.00% 5.00% 5.00% 5.00%

Withdrawl Rate 5.00% 5.00% 5.00% 2.00% 2.00%

120

F (I in Lakhs)

Particulars

2016-17 2015-16 2014-15 2013-14 2012-13

Gratuity

(Funded)

Gratuity

(Funded)

Gratuity

(Funded)

Gratuity

(Funded)

Gratuity

(Funded)

Present Value of Defined Benefit Obligation 625.47 - - - -

Fair Value of Plan Assets 433.33 - - - -

Surplus/(deficit) 192.14 - - - -

Experience adjustment of Plan Assets [gain/(loss)] 0.59 - - - -

Experience adjustment of Obligation [gain/(loss)] 36.23 - - - -

F (I in Lakhs)

Particulars

2016-17 2015-16 2014-15 2013-14 2012-13

Gratuity

(Unfunded)

Gratuity

(Unfunded)

Gratuity

(Unfunded)

Gratuity

(Unfunded)

Gratuity

(Unfunded)

Present Value of Defined Benefit Obligation 15.33 11.54 7.55 4.26 2.00

Surplus/(deficit) 15.33 11.54 7.55 4.26 2.00

Experience adjustment of Obligation [gain/(loss)] - - - - -

F (I in Lakhs)

Particulars

2016-17 2015-16 2014-15 2013-14 2012-13

Leave

(Unfunded)

Leave

(Unfunded)

Leave

(Unfunded)

Leave

(Unfunded)

Leave

(Unfunded)

Present Value of Defined Benefit Obligation 114.33 5.03 3.31 3.15 1.39

Surplus/(deficit) (114.33) (5.03) (3.31) (3.15) (1.39)

Experience adjustment of Obligation [gain/(loss)] - - - - -

Notes:

1 Assumptions relating to future salary increases, attrition, interest rate for discount and overall expected rate of return

on assets have been considered based on relevant economic factors such as inflation, seniority, promotion, market

growth and other factors as applicable to the period over which the obligation is expected to be settled.

2 The expected return on Plan assets is based on market expectation at the beginning of the year. The rate of return

on long term Government Bonds is taken as reference for this purpose.

3 In respect of Funded Gratuity, the funds are managed by the insurer and therefore the percentage or amount that

each major category constitutes the fair value of total plan assets and effect thereof on overall expected rate of

return on asset is not ascetainable.

32 The company operates in one business segment of food products comprising of Biscuits and other Bakery Products

and requirements of segmental disclosure information is not applicable to the company.


121


33 RELATED PARTY DISCLOSURE

Related Party disclosures as per Accounting Standard 18 on “Related Parties Disclosures” as notified under

Companies(Accounting Standard) Rules 2006 are as follow:

A Name of the Related Parties and description of relationship

i) Erstwhile Holding Company

1 Anmol Biscuits Limited (Amalgamated with the Company w.e.f. 01-04-2016 pursuant to Scheme of

Arrangement as given in Note 40(A))

ii) Key Management Personnel (KMP)

1 Mr. Vikash Choudhary - Managing Director

2 Mr. Deepak Choudhary - Whole time Director

3 Mr. Mool Chand Choudhary - Director ( upto 30.4.2015)

iii) Relatives of the KMP

1 Baijnath Choudhary ( Grandfather of KMP)

2 Biswanath Choudhary ( Father of KMP)

3 Bimal Kumar Choudhary ( Uncle of KMP)

4 Dilip Kumar Choudhary ( Uncle of KMP)

5 Gobind Ram Choudhary ( Uncle of KMP)

6 Sunita Choudhary ( Aunt of KMP)

7 Sunil Choudhary ( Brother of KMP)

8 Ankit Choudhary ( Brother of KMP)

9 Aman Choudhary ( Brother of KMP)

10 Surabhi Choudhary ( Sister of KMP)

11 Keshav Choudhary ( Brother of KMP)

iv) Enterprises where KMP / Relatives of KMP have significant influence or control

1 Anmol Hi-Cool LLP

2 Tip Top Nirman LLP

3 Urban Nirman LLP

4 Anumati Consultancy & Services Private Limited

5 Baid Holdings Private Limited

6 Baijnath Choudhary Charitable Trust

7 Shangrilla Commercial Company LLP

8 Bansal Cement Private Limited

9 Choudhary Realtors LLP

10 Delta Nirman LLP


122

iv) Enterprises where KMP / Relatives of KMP have significant influence or control

11 Devesh Management Services Private Limited

12 Gangaur Properties Private Limited

13 Investors Nirman LLP

14 J4F Nutriplus Private Limited

15 Neelkanth Enterprises

16 Mukund Nirman LLP

17 Monarch Shelter LLP

18 Puneet Mercantiles LLP

19 Radhey Realtors LLP

20 Raj Mandir Estate Private Limited

21 Anmol Agrofarm LLP ( Formerly Known as Rani Mercantile LLP )

22 Satyam Financial Advisory Private Limited

23 Anant Udyog LLP

24 Wonderland Realtors LLP

25 Jyotim Constructions LLP

26 Juhi Garments Suppliers Private Limited

27 Jamboodweep Finance Private Limited

B The Company’s related party transactions during the year and outstanding balance as at the close of the year are

as follows: (I in Lakhs)

Sl.

No.

Nature of Transaction Erstwhile Holding

Company

KMP and Relatives of

KMP

Enterprises where

KMP/relatives of

KMP have significant

influence or control

i) REVENUE FROM OPERATIONS*

Sale of Finished Goods and Others

Anmol Biscuits Limited -

(218.82)

Neelkanth Enterprises 120.18

-

Sub Total - 120.18

(218.82) -

* Figures given are exclusive of taxes


123



as follows: (contd...) (I in Lakhs)

Sl.

No.


Company


KMP

Enterprises where

KMP/relatives of



ii) OTHER INCOME

a) Rent Received

Jyotim Constructions LLP 0.12

-

Tip Top Nirman LLP 0.12

-

Urban Nirman LLP 0.12

-

Mukund Nirman LLP 0.12

-

Wonderland Realtors LLP 0.12

-

Bansal Cement Private Limited 6.00

-

Sub Total - 6.60

- -

iii) EMPLOYEE BENEFIT EXPENSES

Mr. Bimal Kumar Choudhary 180.39

-

Mr. Dilip Kumar Choudhary 180.42

-

Mr. Biswanath Choudhary 180.39

-

Mr. Baijnath Choudhary 120.24

-

Mr. Gobind Ram Choudhary 180.24

-

Mr. Sunil Choudhary 60.39

-

Mr. Ankit Choudhary 60.39

-

Mr. Vikash Choudhary 60.39

(30.18)


124


(I in Lakhs)

Sl.

No.


Company


KMP

Enterprises where

KMP/relatives of



iii) EMPLOYEE BENEFIT EXPENSES (contd...)

Mr. Deepak Choudhary 60.39

(48.37)

Mr. Aman Choudhary 11.01

-

Sub Total 1,094.25

(78.55)

iv) FINANCE COST

Interest Expense

Anmol Hi-Cool LLP 6.03

-

Anumati Consultancy and Services Private

Limited

32.44

-

Baid Holdings LLP 19.54

-

Delta Nirman LLP 9.64

-

Devesh Management Services Private

Limited

9.70

-

Jamboodweep Finance Private Limited 4.07

-

Juhi Garment Suppliers Private Limited 2.74

-

Investors Nirman LLP 7.43

-

J4F Nutriplus Private Limited 2.76

-

Choudhary Realtors LLP 19.34

-

Monarch Shelter LLP 1.35

-


as follows: (contd...)

125



(I in Lakhs)

Sl.

No.


Company


KMP

Enterprises where

KMP/relatives of



iv) FINANCE COST (contd...)


-

Puneet Mercantiles LLP 1.88

-

Anmol Agrofarm LLP ( Formerly Known as

Rani Mercantile LLP )

0.01

-

Raj Mandir Estates Private Limited 53.87

(1.15)

Radhey Realtors LLP 7.39

-

Satyam Financial Advisory Private Limited 2.88

-


-

Gangaur Properties Private Limited 17.93

(1.75)

Sub Total 204.13

(2.90)

v) OTHER EXPENSES

a) Rent

Shangrilla Commercial Co. LLP 0.72

-


(0.36)

b) Employee Training and education Expense

Keshav Choudhary 58.32

-

Surabhi Choudhary 32.70

-

c) Corporate Social Resposibility Expense

Baijnath Choudhary Charitable Trust 15.00

-



126


(I in Lakhs)

Sl.

No.


Company


KMP

Enterprises where

KMP/relatives of



v) OTHER EXPENSES (contd...)

d) Sale Promotion Expenses


-

e) Royalty


(13.68)

f) Repairs expense


-

Sub Total - 91.02 24.84

(14.04) - -

vi) LOANS TAKEN


Limited

665.00

-

Baid Holdings Private Limited. 330.00

-


-

Raj Mandir Estate Private Limited 530.00

-


-

Sub Total 1,970.00

-

vii) REPAYMENT OF LOANS


Limited

406.00

-

Anmol Agrofarm LLP ( Formerly Known as

Rani Mercantile LLP )

1.09

-

J4F Nutriplus Pvt.Ltd. 1.00

-



127



(I in Lakhs)

Sl.

No.


Company


KMP

Enterprises where

KMP/relatives of



v) REPAYMENT OF LOANS (contd...)

Raj Mandir Estates Private Limited 330.00

(38.93)


-


(55.76)

Baid Holdings Private Limited 25.00

-


-

Monarch Shelter Private Limited 2.00

-


-


-

Sub Total 1,255.09

(94.68)

viii) Purchases of Materials


(1,226.22)

Sub Total -

(1,226.22)

ix) Purchase of Investment

Baijnath Choudhary 0.50

-

Gobind Ram Choudhary 0.50

-

Sunita Choudhary 0.50

-

Sub Total - 1.50 -

- -



128


(I in Lakhs)

Sl.

No.


Company


KMP

Enterprises where

KMP/relatives of



xi) Sale of Investments

Biswanath Choudhary 0.375 -

-

Gobind Ram Choudhary 0.375

-

Dilip Kumar Choudhary 0.375

-

Bimal Kumar Choudhary 0.375

-

Sub Total 1.50

-

xii) Buyback of Shares


-

Anumati Consultancy & Services Private

Limited

215.83

-

Shangrilla Commercial Co. LLP 83.73

-

SKG Land Developers LLP 16.92

-

Baid Holdings Private Limited 80.00

-

Rani Mercantiles Private Limited 25.51

-


-


-


-

Zen Health Care Product LLP 34.67

-


-

Sub Total 653.85

-



129



OUTSTANDING BALANCES WITH RELATED PARTIES: (I in Lakhs)

Sl.

No.


Company


KMP

Enterprises where

KMP/relatives of



(i) SHORT TERM BORROWINGS


-


Limited

305.89

-

Baid Holdings Private Limited. 350.93

-

Devesh Management Services Private

Limited

103.11

-


-

Juhi Garment Suppliers Private Limited 29.08

-


-

Investors Nirman LLP 78.99

-


-


-

Puneet Mercantiles LLP 19.98

-

Radhey Realtors LLP 78.47

-

Raj Mandir Estate Private Limited 661.88

-


-


-

Choudhary Realtors LLP 205.46

-


-

J4F Nutriplus Private Limited 29.03

-

Sub Total 2,358.40

-

130


OUTSTANDING BALANCES WITH RELATED PARTIES: (contd...) (I in Lakhs)

Sl.

No.


Company


KMP

Enterprises where

KMP/relatives of



(ii) TRADE RECEIVABLES


-


-

Wonderland Realtors LLP 0.14

-


-

Urban Nirman LLP 0.12

-


-


-

Sub Total 17.30

-

(iii) CORPORATE GUARANTEES GIVEN

Anmol Stainless Private Limited (Limit

I1800.00 lakhs; Outstanding balance of

loan I868.00 lakhs)

868.00

-

Sub Total 868.00

-

(iv) OTHER CURRENT LIABILITIES

Anant Udyog LLP 501.44

-

Sub Total 501.44

-

33.1 The above related party information have been disclosed to the extent such parties have been identified by the

management on the basis of the information available. This has been relied upon by the auditors.

33.2 During the year no amounts have been written off or written back in respect of debts due from or to related parties.

33.3 Figures in brackets represents previous year figures.

131



35 Certain debit and credit balances are are in the process of confirmation as on the Balance Sheet date.

36 (a) Capital Work in Progress (CWIP) includes Plant and Equipments, Contruction of Building and other assets under

installation & contruction and other expenditure incurred pending completion thereof.

(b) The plant at Anlapatna, Orissa has been commissioned on 29.03.2017 and accordingly, the pre-operative expenses

have been allocated proportionately to the cost of fixed assets on commencement of commercial operation.

(c) The Expenses incurred for Projects/ Assets during the construction period are classified as “ Pre-Operative Expenses”

pending capitalisation and are included under capitalwork in progress and will be allocated to the assets on

completion of the Projects/ assets. Consequently, expenses disclosed under the respective head are net of amount

so classified and details of these are as follows:

34. DETAILS OF EARNING PER ShARE (I in Lakhs)


a) Profit after Tax 7,522.41 5,914.32

b) Weighted average number of Equity Shares 12,357,708 4,660,200

c) Earnings per share Basic and Diluted

Continuing Operations 51.77 121.95

Total Operations 60.87 126.91

d) Face value per Equity Share 10.00 10.00

(I in Lakhs)


Amount Transferred as per Scheme of Arrangement ( refer note: 40(A)) 847.99 -

Add: Expense incurred during the year

Interest Expenses 539.52 -

Salary 61.00 -

Manpower Supply 23.44 -

Rates & taxes 19.52 -

Legal & Professional Charges 18.48 -

Security Expenses 12.72 -

Rent Charges 9.70 -

Travelling & Conveneyance 7.56 -

Installation & Commissioning Expenses 7.17 -

Power & Fuel Expense 4.84 -

Vehicle Hiring & Running Exp 4.14 -

Insurance Expenses 3.47 -

Staff Welfare Expenses 2.69 -

Consumption of Stores and Spares 2.61 -

Trainee Stipned 1.16 -

Telephone & Internet Exp 0.64 -

Printing & Stationery 0.24 -

Retainership Fees 0.20 -

Miscellaneous Expenses 58.31 -

Sub Total 1,625.40 -

Less: Amount Capitalised during the year (as per Note 36 (b) above) 1,474.96 -

Total 150.44 -

132


37. (a) Information regarding Exports, Imports and other matters (I in Lakhs)


1. C.I.F Value of Imports

Components and Spare parts 0.34 -

Capital Goods 189.12 189.46 - -

2. Expenditure in Foreign currency

Travelling and Conveyance 10.50 1.02

Interest Cost 3.27 17.95

Export Expense 35.46 -

Meeting & Conference 23.86 -

Advertisement 1.15 -

Employee Training and education Expense 159.03 233.27 - 18.97

3. Earnings in Foreign exchange

F.O.B value of exports 346.50 346.50 11.71 11.71

(b) Value of imported and indigenous raw materials, stores and spare parts consumed (I in Lakhs)


Amount % of total

consumption

Amount % of total

consumption

Raw Materials

Imported - - - -

Indigenous 84,653.00 100.00% 15,950.20 100.00%

Store and Spare parts

Imported 0.34 0.36% - -

Indigenous 92.18 99.64% 96.14 100.00%

(c) Particulars of Unhedged Foreign Exposures as at the Balance Sheet date:


Foreign

Currency

INR

Value

Foreign

Currency

INR

Value

Advance receive against exports

USD 0.04 2.61 - -

Trade receivables against exports

USD 0.20 13.05 - -

Capital Expenditures

EURO 0.09 6.12 - -

133



38 Disclosure of loans, Investments and Guarantees covered under section 186(4) of the Companies Act’2013

i) Details of Investment are given under note 13

ii) Details of Loans & Corporate guarantees are as follows: (I in Lakhs)

Name of the company Period Security Purpose As at 31st

March, 2017

( Maximum

Outstandig

amount)

As at 31st

March, 2016

(Maximum

Outstandig

amount)

Loans

ATS Infrastructure Limited Jan'16-Jan'18 Secured against

residential flats

Real estate

business

- -

(312.15) -

Mani Square Limited Sep'16-Jan'17 Unsecured Buisness

Purpose

- -

(104.35) -

Sanjay Danchand Ghodawat Aug'16-Aug'18 Unsecured Buisness

Purpose

- -

(100.92) -

Tirupati Viniyoge Privated Limited Jan'17-Jan'18 Unsecured Buisness

Purpose

- -

(1,019.65) -

Uflex Limited Aug'16-Mar'17 Unsecured Buisness

Purpose

- -

(613.09) -

Chhindwara Plus Developer

Limited

Jan'15-Mar'17 Unsecured Buisness

Purpose

- 475.00

(608.52) (549.20)

Leading Hotels Limited Sep'16-Mar'17 Unsecured Buisness

Purpose

- -

(103.77) -

Shristi Infrastructure

Development

Aug'16-Feb'17 Unsecured Buisness

Purpose

- -

(303.88) -

Sri Bhagawan Mahaveer Jain

Educational andd Cultural Trust

Aug'16-Dec'16 Unsecured Buisness

Purpose

- -

(202.80) -

Wearit Global Limited Sep'16-Mar'17 Unsecured Buisness

Purpose

- -

(207.26) -

SMPL Infra Limited Sep'16-Mar'17 Unsecured Buisness

Purpose

- -

(102.72) -

Ficus Mercantile Limited June'16-Oct'16 Unsecured Buisness

Purpose

- -

(101.35) -

Corporate guarantees

Anmol Stainless Private Limited

(Outstanding Balance of loan)

From

19.11.2012 until

repayment of

loan

- Term Loan

Facility

sanctioned for

I 1800.00 lakhs

868.00 -

(1,330.00) -

*Figures in brackets represents Maximum Outstanding amounts.

134

39. DETAILS OF GOVERNMENT SUBSIDY: (I in Lakhs)

ParticularsFor the year ended

31 March, 2017

For the year ended

31 March, 2016

- Capital Subsidy (recognised under Reserve & Surplus) 200.0 -

- Subsidy from Bihar State Electricity Board (recognised as Income) 8.55 13.40

- VAT Subsidy (recognised as Income) 2,544.51 2,224.43

2,753.06 2,237.83

(I in Lakhs)

ParticularsAnmol Biscuits

Limited

Anmol Biscuits

Limited

Anmol Biscuits

Limited

Assets

Fixed assets 24,018.97 6,081.50 30,100.47

Non-Current Investments 86,186.66 3,601.63 89,788.29

Long-Term Loans and advances 1,158.69 559.36 1,718.05

Other Non-Current Assets 161.05 1.53 162.58

Current Investment 1,242.69 - 1,242.69

Inventories 1,989.55 919.36 2,908.91

Trade receivables 280.08 13.57 293.65

Cash and Bank Balances 209.28 2,689.22 2,898.50

Short-Term Loans & Advances 596.10 1,166.13 1,762.23

Other current assets 24.57 103.10 127.67

115,867.64 15,135.40 131,003.04


40 SChEME OF ARRANGEMENT

(A) Amalgamation

Pursuant to the Scheme of Arrangement sanctioned by the National Company Law Tribunal (Kolkata Bench) (NCLT)

vide its order dated 3rd March, 2017 (“the Scheme”), Anmol Biscuits Limited (ABL)(Erstwhile Holding Company of AIL)

and Anmol Bakers Private Limited (ABPL) (Erstwhile wholly owned subsidiary of ABL) being the transferor companies,

have been amalgamated with the Company with effect from 1st April, 2016 and 2nd April, 2016 respectively, being

the appointed dates specified in the Scheme. The transferor companies were engaged in the business of food

products comprising of biscuits and other bakery products.

The Scheme has become effective on filing thereof to Registrar of Companies on 22nd March, 2017 and thereby

impact of the aforesaid amalgamation with effect from the appointed dates as mentioned above has been given

effect to in these financial statements under Purchase Method of accounting as prescribed under Accounting

Standard on “Accounting for Amalgamation (AS- 14)”.

In terms of the said Scheme:

(a) All Asset and Liabilities of the Transferor Companies have been transferred to and vested in the Company on

going concern basis at fair values on the Appointed Dates and these have been incorporated in these financial

statements at their respective fair value as determined by independent professionals as detailed below:

135


(I in Lakhs)

ParticularsAnmol Biscuits

Limited

Anmol Biscuits

Limited

Anmol Biscuits

Limited

Liabilities

Long-Term Borrowings 4,530.83 156.97 4,687.80

Deferred tax Liabilities / (Asset)(Net) 431.57 104.42 535.99

Other Long-Term Liabilities - 11.27 11.27

Long-Term Provisions 184.78 44.48 229.26

Short-Term Borrowings 2,739.36 2,097.92 4,837.28

Trade Payables 2,673.03 864.45 3,537.48

Other Current Liabilities 3,066.42 1,037.55 4,103.97

Short-Term Provisions 163.49 3.32 166.81

Capital Investment Subsidy Reserve 30.00 30.00

13,789.48 4,350.38 18,139.86

Net assets transferred on amalgamation 102,078.16 10,785.02 112,863.18

Less: Amount payable towards Buy back of equity

shares (Refer Note 2(f))

653.85 653.85

Less: Consideration in terms of the Scheme:

a) Consideration on amalgamation of ABL

(As per Note (b) below)

138,180.00 - 138,180.00

b) Cancellation of investment in wholly

owned subsidiary on amalgamation of

ABPL (As per Note (c ) below)

33,530.00 33,530.00

Goodwill on amalgamation (As per Note (e) below) (36,755.69) (22,744.98) (59,500.67)


(b) The equity shareholders of ABL received 63 equity shares of AIL for every 100 equity shares held in ABL and

accordingly, the Company has issued 1,23,57,708 equity shares of face value of Rs. 10 each and differential of

I 1,108.17 per share with respect to fair value thereof as determined by an independent professional has been

transferred to Securities Premium Account.

(c) The fair value of investments as held by ABL (I 52,190.00 lakhs)in respect of its holding in AIL and the issued

capital of AIL (I 721.02 lakhs including share premium of I 255 lakhs) stands cancelled and differential of I

51,468.98 lakhs thereof has been adjusted against Securities Premium Account.

(d) Subsequent to amagamation of ABL as above, the fair value of investments in ABPL as determined by an

independent professional amounting to Rs 33530 being wholly owned subsidiary of the Company has been

cancelled and adjusted against the net assets of the amalgamating Company.

(e) I 59,500.67 lakhs being differential with respect to net assets transferred on amalgamation and consideration

issued/cancelled as above has been considered as goodwill on amalgamation (as detailed in (a) above) and the

same has been amortised over a period of five years against the Securities Premium Account.

136


(B) Demerger

Subsequent to the above amalgamation becoming effective, pursuant to the said Scheme, Corporate Management

& Treasury Division (CMT Division) (“Demerged Undertaking”) including the assets and liabilities pertaining to the said

Division amalgamated as above, has been segregated from the Company (“Demerged Company”) and transferred to

Anant Udyog Private Limited (AUPL) (“Resulting Company”) with effect from 22nd March, 2017 (“Demerger Appointed

Date”). CMT Division is the undertaking engaged in treasury operations. The Scheme has become effective on filing

thereof to Registrar of Companies on 22nd March, 2017 and thereby impact of the aforesaid demerger with effect

from the appointed date as mentioned above has been given effect to in these financial statements.

(i) In terms of the Scheme:

(a) All Asset and Liabilities of the Demerged Undertaking have been transferred to and vested in AUPL on going

concern basis at their respective book values as on Demerger Appointed Date as detailed below:

(ii) The shareholders of the Resulting Company and their shareholding pattern are similar to the Company and as

required in terms of the scheme, no shares or any other consideration has been given to the shareholders of

the Demerged Company on demerger of CMT DIvision and thereby I 27,099.80 lakhs being differential between

Assets and Liabilities of CMT Division transferred pursuant to said demerger has been adjusted with Securities

Premium Account, in terms of the said Scheme.

(C) Title deeds, conveyence and other legal documents including those relating to charges etc against loan pertaining

to the amalgamating companies and those transferred under demerger are in the process of being registered/ re-

organised in favour of the Company and/or demerged company, as the case may be.

(D) Expenses incurred in connection with the Scheme being non operational in nature has been recognised and

disclosed in the Statement of Profit and Loss under Exceptional items.

41 EXCEPTIONAL ITEMS INCLUDE:

(a) Expenses incurred in connection with the Scheme including stamp duty of I 1,009.80 lakhs, professional fees of I

131.04 lakhs and other charges I 3.14 lakhs (Note 40(D)).

(b) Provision made in respect of sales tax demand raised by Uttar Pradesh Sales Tax Department of I 897.91 lakhs

(including interest I 383.81 lakhs) pertaining to the years from 2006-07 to 2007-08 for availment of sale tax benefit

under Incentive Scheme, pending final decision of the review petition before the Honourable Supreme Court.

(I in Lakhs)

Particulars CMT Division

Assets

Fixed Assets -Land and Building 2,836.01

Investments 21,207.93

Long Term Loans and Advances 3,216.50

27,260.44

Liabilities

Other Liabilities 160.64

Net assets transferred on demerger 27,099.80

137



42 DISCONTINUING OPERATIONS

In view of the demerger of CMT Division as given in Note 40(B) above,the operations thereof have been considered as

discontinued operations and disclosures as required as per Accounting Standard - 24 are as follow:

(a) Revenue and Expenses (I in Lakhs)

ParticularsFor the year ended

31 March, 2017

For the year ended

31 March, 2016

Other Income

(i) Interest Income on:-

Loan to Body Corporate 299.49 61.54

Current Investment 16.26 -

Non- current investments 41.66 -

(ii) Provision written back on current investment 285.88 -

(iii) Dividend Income

- Current investments - 70.89

- Non- current investments 102.34 -

(iv) Net Gain on Sale of Investments

- Current investments 564.72 41.74

- Non- current investments 129.91 -

Total Revenue 1,440.27 174.17

Expenses

Employee Benefit Expenses 5.92 5.32

Finance Costs 19.58 -

Depreciation and Amortization expenses 12.86 -

Other Expenses 48.12 20.92

Total Expenses 86.48 26.24

Exceptional Items - -

Profit from discontinuing operations 1,353.79 147.93

Current Tax Expense of discontinuing operations 130.50 15.62

Deferred Tax Expense of discontinuing operations 98.94 (98.94)

PROFIT FOR THE YEAR FROM DISCONTINUING OPERATIONS 1,124.35 231.24

(b) Assets and Liabilities (I in Lakhs)

Particulars As at

31st March, 2017

As at

31st March, 2016

Total Assets - 8,986.93

Total Liabilities - 0.44

Net Assets - 8,986.49

(c) Cash Flows (I in Lakhs)

Particulars As at

31st March, 2017

As at

31st March, 2016

Net Cash Flow from Investing Activities (discontinuing Operations) (4,877.01) (9,473.84)

138


43 DISCLOSURE ON SPECIFIED BANK NOTES(SBNS):

During the year, the Company had specified bank notes or other denomination note as defined in the MCA notification

G.S.R. 308(E) dated 31 March, 2017 on the details of Specified Bank Notes (SBN) held and transacted during the period

from 9 November 2016 to 30 December 2016, the denomination wise SBNs and other notes as per the notification is

given below:

44 Due to the impact of Scheme of Arrangement as given in note 40, being given effect to in the current year, corresponding

figures of the previous year are not comparable.However, previous year’s figures have been regrouped/ re-arranged/

reclassified, wherever considered necessary.

(I in Lakhs)

Particulars

SBNs * Other

Denomination

Notes

Total

Closing cash in hand as on 08.11.2016 30.47 6.94 37.41

Add:

Permitted receipts 0.34 21.95 22.29

Withdraw from bank - 23.02 23.02

Less:

Permitted payments - 43.16 43.16

Amount deposited in Banks 30.81 1.18 31.99

Closing cash in hand as on 30.12.2016 - 7.57 7.57

*For the purposes of this clause, the term ‘Specified bank notes’ shall have the same meaning provided in the notification

of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O.3407(E), dated 8

November 2016.

As per our Report of even date

For Lodha & Co. For and on behalf of the Board


R.P.Singh Biswanath Choudhary Bimal Kumar Choudhary Dilip Kumar Choudhary

Partner (Chairman) (Managing Director) (Vice Chairman)

Place: Kolkata Poonam Chandra Tibrewal Brundaban Behera

Date: 12.09.2017 (Chief Financial Officer) (Company Secretary)

139


NOTES

140

Notes

A [email protected]

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