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NOTICE
NOTICE is hereby given that the 94th Annual General Meeting of Anglo-French Drugs & Industries Limited will be held on Thursday, 21st September 2017 at 4.30 pm at Hotel Abhimaani Vasathi, # 2/9, Dr. Rajkumar Road, Rajajinagar,Bengaluru- 560010, to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Financial Statements (including Audited consolidated Financial Statements) of
the Company for the financial year ended 31st March 2017 together with the Report of the Board of Directors and Auditors
thereon.
2. To appoint a Director in place of Shri. Sanatkumar Shirali, (DIN:05260386), who retires by rotation and being eligible, offers
himself for re-appointment.
3. To consider and if thought fit, to pass, with or without modification, the following resolution as an Ordinary Resolution
“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act,
2013 read with the Rules framed thereunder, Messrs. KAMG & Associates, Chartered Accountants (FRN: 311027E), be and
are hereby appointed as the Auditors of the Company in place of the retiring auditors M/s Ray & Ray, Chartered
Accountants, who has completed their term, for the next five years, (subject to ratification of their re-appointment at every
Annual General Meeting) to hold office from the conclusion of this Meeting till the conclusion of the 99th Annual General
Meeting of the Company, on such remuneration and out-of-pocket expenses, as the Board of Directors may fix.”
SPECIAL BUSINESS
4. To consider and approve revision in remuneration payable to Shri. Uddhav Kanoria (DIN 00108909), President
& Whole-time Director.
To consider, and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution.
RESOLVED THAT pursuant to Section II Part II of Schedule V of the Companies Act, 2013 and other applicable laws
and consent of the Members of the Company be and is hereby accorded for revison in remuneration payable to
Shri. Uddhav Kanoria (DIN: 00108909) President & Whole-time Director, w.e.f. 1st February 2017, on the terms of
remuneration as mentioned in the agreement dated 21-09-2017.
FURTHER RESOLVED THAT Shri U.G. Patel, Director, be and is hereby authorized to enter into necessary agreement on
behalf of the Company with Shri. Uddhav Kanoria.
5. To consider and approve Appointment of Shri. Nirbhay Kanoria (DIN: 02558300) as Director.
To Consider and if thought fit, to pass, with or without modification, the following resolution as an Ordinary
resolution.
RESOLVED THAT Shri. Nirbhay Kanoria (DIN: 02558300), who is appointed as an Additional Director of the Company in
the meeting of the Board of Directors held on 30th January 2017, who holds office up to the date of the ensuing Annual
General Meeting under Section 161 of the Companies Act, 2013 and in respect of whom the Company has received his
candidature for the Office of the Director be and is hereby appointed as a Director of the Company with effect from
1st February 2017, for a period of 3 years and be paid a remuneration plus perquisites as mentioned in the agreement dated
21-09-2017
FURTHER RESOLVED THAT Shri. U.G. Patel, Director, be and is hereby authorized to enter into necessary agreement on
behalf of the Company with Shri. Nirbhay Kanoria.
6. To consider and approve revision in salary of Mrs. Pallavi Kanoria, Vice President - HR
To consider and if thought fit, to pass, with or without modification, the following resolution as Special Resolution.
Anglo-French Drugs & Industries LimitedNo.41, 3rd Cross, V Block, Rajajinagar,
Bengaluru – 560 010CIN: L24230KA1923PLC010205
www.afdil.com
1
RESOLVED THAT pursuant to Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meeting of
Board and its Powers) Rules 2014, the Board of Directors in their meeting held on 30th January 2017 revised the salary
payable to Mrs. Pallavi Kanoria, Vice President - HR, of the Company, with effect from 1st February 2017.
7. To consider and approve re-appointment of Shri. Abhay Kanoria (DIN: 00108894) as Chairman & Managing
Director, with effect from 1st April 2017.
To Consider, and if thought fit, to pass, with or without modification, the following resolution as Ordinary
resolution.
RESOLVED THAT pursuant to Part II of Schedule V to the Companies Act, 2013 consent of the Members of the Company
be and is hereby accorded for re-appointment of Shri. Abhay Kanoria (DIN: 00108894), as Chairman & Managing Director of
the Company for a period of three years from 1.4.2017 to 31.3.2020, on the same terms and conditions of his appointment
including remuneration payable to him remaining the same, as approved by the members at the 92nd Annual General
Meeting held on 21st September, 2015 unchanged.
FURTHER RESOLVED THAT the Board of Directors of the Company may revise, amend alter and vary the above terms of
remuneration at any time and the said remuneration is subject to approval of Shareholders of the Company, as
recommended by the Nomination & Remuneration Committee.
FURTHER RESOLVED THAT any one Director be and is hereby authorized to enter into necessary agreement on behalf of
the Company with Shri. Abhay Kanoria.
8. To consider and ratify the Appointment of Cost Auditors for Cost Audit of Formulations and to fix the Remuneration
for the financial year 2017-18.
To Consider, and if thought fit to pass with or without modification the following resolution as an Ordinary
resolution.
“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act,
2013, and the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment
thereof, for the time being in force), Ms.Geetha Santhanagopalan, Practising Cost Accountant, (Membership No.13095) is
appointed as Cost Auditor of the Company, as recommended by the Audit Committee and approved by the Board of
Directors, to conduct the audit of Cost Accounts relating to Formulations for the Financial Year 2017-18 at its meeting held
on 22nd May 2017 and the said appointment be and is hereby ratified and shall be paid a remuneration of Rs.60,000/- per
annum (Rupees Sixty Thousand only), including out of pocket expenses payable to her.
FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to do all such acts and
take all such steps as may be necessary to give effect to this resolution.”
ANNEXURE TO NOTICE
Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013.
ITEM No.4
On recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting
held on 30th January 2017, approved the revision in remuneration payable to Shri. Uddhav Kanoria, President & Whole-time
Director, with effect from 1st February 2017, for the remaining period of his appointment till 9th August 2018, as under, due to
increase in overall responsibilities, subject to the approval of the Members of the Company.
2
By order of the Board
B. SubbarayaluCompliance Officer
Bengaluru 10th August 2017
Registered Office:No.41, 3rd cross, V Block, Rajajinagar, Bengaluru 560 010
3
I. Basic Salary at the rate of Rs.1,78,700/- per month.
II. Perquisities and allowances:
a. Rent free accommodation or House Rent Allowance in lieu thereof, and other perquisites like reimbursement of
expenditure incurred on Gas, Electricity, Power, Water and Furnishings.
b. Use of Company maintained car with driver. Use of the car for personal use to be billed to Shri. Uddhav Kanoria.
c. Contributions to Provident Fund and Superannuation Scheme as per Rules of the Company and contribution to Gratuity
Fund computed at half a month’s salary for every completed year of Service.
d. Personal Accident Insurance, annual premium.
e. Free residential telephone facility excluding long distance personal calls.
f. The reimbursement of Medical expenses for himself and family on domiciliary treatment up to a limit as per Rules of the
Company and coverage under Company’s group MEDICLAIM policy with an Insurance Company for self and family.
g. Leave Travel Concession for self and family once a year, in accordance with the Rule of the Company.
h. Leave as per the rules of the Company; encashment of un-availed earned leave at the end of tenure.
I. The Cost to the Company in respect of all perquisites shall not, together with the salary and commission exceed the
limits, stipulated in Part II of Section II of Schedule V to the Companies Act, 2013 as existing or as may be amended from
time to time.
j. For the purpose of computation of the said ceiling, contributions to the Provident Fund and Superannuation Scheme, to
the extent these either singly or put together, are not taxable under the Income Tax Act, 1961, Gratuity and encashment
of un-availed leave, shall not be included.
k. The perquisites and allowances are to be valued as per the Income Tax Rules, wherever applicable and actual cost to
the Company in other cases.
III. First Class Air or Air-conditioned/Executive Class Rail fares at his option for self to his home-town in India on termination of
the Agreement.
IV. The Agreement may be terminated at any time by either party giving to the other six English Calendar months’ prior notice in
writing or salary in lieu thereof.
Except Shri. Abhay Kanoria, Shri. Uddhav Kanoria and Shri. Nirbhay Kanoria, none of the other Directors of the Company, is
interested in this resolution.
The Board accordingly recommends the resolutions as set out in Item No.4 of the Notice for approval of the Members.
ITEM No. 5
On recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting
held on 30th January 2017, approved the appointment of Shri. Nirbhay Kanoria, as Additional Director, with effect from
1st February 2017, and the remuneration payable to him as under, subject to the approval of the Members of the Company.
Shri. Nirbhay Kanoria, son of Shri. Abhay Kanoria, Chairman & Managing Director of the Company, has graduated in both
Business Administration and Arts with Marketing and Economics as main respectively from the University of Texas at Austin and
as a part of his academic, had attended short term summer course in Economics with University of Warwick, England. Prior to
his return to India, he had served The Recreational Sports Centre, Austin, Texas, as Activity Supervisor.
Shri. Nirbhay Kanoria was working as Director (not on Board) taking care of the Administration and Marketing Departments of
the Company. His rich experience would benefit immensely the Company in taking forward further.
I. Basic Salary of Rs.1,25,000/- per month.
II. Perquisities and allowances:
a. Rent free accommodation or House Rent Allowance in lieu thereof, and other perquisites like reimbursement of
expenditure incurred on Gas, Electricity, Power, Water and Furnishings.
b. Use of Company maintained car with driver. Use of the car for personal use to be billed to Shri. Nirbhay Kanoria.
c. Contributions to Provident Fund and Superannuation Scheme as per Rules of the Company and contribution to Gratuity
Fund computed at half a month’s salary for every completed year of Service.
d. Personal Accident Insurance, annual premium.
e. Free residential telephone facility excluding long distance personal calls.
f. The reimbursement of Medical expenses for himself and family on domiciliary treatment up to a limit as per Rules of the
Company and coverage under Company’s group MEDICLAIM policy with an Insurance Company for self and family.
g. Leave Travel Concession for self and family once a year, in accordance with the Rule of the Company.
h. Leave as per the rules of the Company; encashment of un-availed earned leave at the end of tenure.
i. For the purpose of computation of the said ceiling, contributions to the Provident Fund and Superannuation Scheme, to
the extent these either singly or put together, are not taxable under the Income Tax Act, 1961, Gratuity and encashment
of un-availed leave, shall not be included.
j. The perquisites and allowances are to be valued as per the Income Tax Rules, wherever applicable and actual cost to
the Company in other cases.
III. The total remuneration payable by the Company including salary, Perquisites and allowances and remuneration payable
to him by other companies shall not exceed the limits stipulated in Schedule V to the Companies Act, 2013 as existing or as
may be amended from time to time.
IV. First Class Air or Air-conditioned/Executive Class Rail fares at his option for self to his home-town in India on termination of
the Agreement.
V. The Agreement may be terminated at any time by either party giving to the other six English Calendar months’ prior notice in
writing or salary in lieu thereof.
Except Shri. Abhay Kanoria, Shri. Uddhav Kanoria and Shri. Nirbhay Kanoria, none of the other Directors of the Company, is
interested in this resolution.
The Board accordingly recommends the resolutions as set out in Item No.5 of the Notice for approval of the Members.
ITEM NO. 6
Mrs. Pallavi Kanoria, W/o Shri. Abhay Kanoria, is the Vice President HR of the Company. Taking into account the Company's activities and consequent increase in her responsibilities, the Board of Directors of the Company, in terms of Section 188 of the
thCompanies Act, 2013 read with the Rules framed thereunder, at their meeting held on 30 January 2017, approved the revision stin her salary, with effect from 1 February 2017, subject to the approval of the Members of the Company.
1. Basic Salary of Rs.52,250/-
In addition to the above, Mrs. Pallavi Kanoria will be entitled for perquisites and allowances and other benefits as per the rules of the company. Consent of the Members of the Company be and is hereby accorded for the revision in remuneration payable to her.
Except Shri. Abhay Kanoria, Shri. Uddhav Kanoria and Shri. Nirbhay Kanoria, none of the other Directors of the Company, is interested in this resolution.
The Board accordingly recommends the resolution as set out in Item No.6 of the Notice for approval of the Members.
ITEM NO.7
On recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at their meeting held on 22nd May 2017, approved the re-appointment of Shri. Abhay Kanoria, Chairman & Managing Director, with effect from 1st April 2017, for further period of three years upto 31st March 2020, on the same terms & conditions including the remuneration payable to him remaining the same, subject to the approval of the Members of the Company.
Except Shri. Abhay Kanoria, Shri. Uddhav Kanoria and Shri. Nirbhay Kanoria, none of the other Directors of the Company, is interested in this resolution.
The Board accordingly recommends the resolution as set out in Item No.7 of the Notice for approval of the Members.
ITEM NO.8
ndOn recommendation of the Audit Committee, the Board of Directors of the Company at their meeting held on 22 May 2017 approved the appointment of Ms. Geetha Santhanagopalan, Cost Accountant, as Cost Auditor, of the Company, to conduct the audit of Cost Accounts relating to Formulations for the Financial Year 2017-18, on such remuneration including out of pocket expenses as may be fixed by the Chairman & Managing Director.
In accordance with the provision of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors shall be ratified by the Members of the Company.
4
The Board of Directors have recommended the remuneration of Rs.60,000/- (Rupees sixty thousand only) including out of pocket expenses payable to the said Cost Auditor for conducting cost audit of the Company for the financial year 2017-18. Your Directors recommend the resolution for approval of the Shareholders.
No Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise, are deemed to be interested and concerned in this resolution.
The Board accordingly recommends the resolution as set out in Item No.8 of the Notice for approval of the Members.
5
By order of the Board
Bengaluru 10th August 2017
Registered Office:No.41, 3rd cross, V Block, Rajajinagar, Bengaluru 560 010
B. SubbarayaluCompliance Officer
NOTES:
1. IN TERMS OF SECTION 105 OF THE COMPANIES ACT, 2013 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE
PROXY NEED NOT BE A MEMBER AND THE PROXY FORM, TO BE EFFECTIVE, MUST BE DEPOSITED AT THE
REGISTERED OFFICE OF THE COMPANY AT LEAST 48 HOURS BEFORE THE COMMENCEMENT OF THE
MEETING.
2. The quorum for the Annual General Meeting, as provided in Section 103 of the Companies Act,2013 read with Article 84, is
fifteen members, personally present in the meeting at the commencement of business.
3. The Register of Members and the Share Transfer Books of the Company will remain closed from Friday15th September
2017 to Thursday 21st September 2017(both days inclusive).
4. The Company has established the Electronic Connectivity with NSDL and CDSL to facilitate holding and transfer of shares
in de-materialized form. The International Securities Identification Number (ISIN) allotted to the Company's equity is
INE570E01016. The shareholders may get their holding into de-materialized form.
5. Members, holding shares in physical form, may notify change in their address, by quoting Folio Number, to the Company or
to the Share Transfer Agents. Those who hold shares in de-materialisation form, may notify the change in address to the
Depository Participant, where such shareholder have a demat account.
6. Copies of the Annual Report 2016-17, Notice of the said Meeting, Attendance Slip, Proxy Form and Ballot Form are being
sent by electronic mode to all those members whose e-mail addresses are registered with the Company/RTA or Depository
Participant for communication purposes unless any member has requested for a hard copy of the same. For members
who have not registered their e-mail addresses, physical copies of the Annual Report 2016-17, Notice etc., are being sent
by the permitted mode.
7. An explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 is annexed hereto.
8. Members who have not registered their e-mail addresses so far are requested to register their e-mail addresses for
receiving all communication including Annual Report, Notices, circulars etc., from the Company in electronic mode.
9. Members who wish to claim dividends, which remain unclaimed, are requested to either correspond with the Secretarial
Department at the Company's Registered Office or the Company's Registrars and Share Transfer Agents M/s.Canbank
Computer Services Ltd. Members are requested to note that dividends which are not encashed or claimed within seven
years and 30 days from the date of declaration of the Dividend, will, as per the provisions of Section 125 of the Companies
Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, transfer and Refund) Rules,
2016 (IEPF Rules, 2016), shallbe transferred to the Investor Education and Protection Fund (IEPF) a fund constituted by
the Government of India under Section 125 of the Companies Act, 2013. In view of this, members are advised to send the
entire un-encashed dividend warrants to the Company or our Registrars for revalidation and encash them before the due
dates.
Financial YearUnclaimed amount as on
31.3.2017. (Amount in Rs.)Due date/ date of transfer to Investor
Education and Protection Fund
2009-10
2010-11
2011-12
2012-13
1,50,291
1,44,736
1,62,539
1,68,827
13.12.2017
04.12.2018
16.12.2019
14.12.2020
6
Statement of unclaimed Dividends for the previous years:
10. Remote e-Voting through electronic means:
a. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and
Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015
and Clause 35B of the Listing Agreement, the Company is pleased to provide members facility to exercise their right to vote thon resolutions proposed to be considered at the 94 Annual General Meeting (AGM) by electronic means and the business
may be transacted through Remote e-Voting Services. The facility of casting the votes by the members using Remote
electronic voting system from a place other than venue of the AGM ("remote e-voting") will be provided by National
Securities Depository Limited (NSDL).
thb. The facility for Voting through ballot paper shall be made available at the 94 AGM and the members attending the meeting
who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.
c. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be
entitled to cast their vote again.
d. The remote e-voting period commences on Monday 18th September 2017 (9:00 am) and ends on Wednesday 20th
September 2017 (5:00 pm). During this period members' of the Company, holding shares either in physical form or in
dematerialized form, as on the cut-off date of 14th September 2017, may cast their vote by remote e-voting. The remote
e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the
member shall not be allowed to change it subsequently.
e. The process and manner for remote e-voting are as under:
In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company / Depository
Participants(s)]:
(I) Open email and open PDF file viz; "Anglo-French Drugs & Industries Ltd remote e-voting.pdf" with your Client ID or
Folio No. as password. The said PDF file contains your user ID and password/PIN for remote e-voting. Please note
that the password is an initial password.(ii) Launch internet browser by typing the following URL: (iii) Click on Shareholder - Login(iv) Put user ID and password as initial password/PIN noted in step (i) above. Click Login.(v) Password change menu appears. Change the password/PIN with new password of your choice with minimum 8
digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password
with any other person and take utmost care to keep your password confidential. (vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles. (vii) Select "EVEN" of "Anglo-French Drugs & Industries Ltd". (viii) Now you are ready for remote e-voting as Cast Vote page opens. (ix) Cast your vote by selecting appropriate option and click on "Submit" and also "Confirm" when prompted. (x) Upon confirmation, the message "Vote cast successfully" will be displayed. (xi) Once you have voted on the resolution, you will not be allowed to modify your vote. (xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG
Format) of the relevant Board Resolution/ Authority letter etc., together with attested specimen signature of the duly
authorized signatory (ies) who are authorized to vote, to the Scrutinizer through e-mail to with
a copy marked to
https://www.evoting.nsdl.com/
Further, in accordance with the provisions of Section 124(6) of the Companies Act, 2013 and IEPF Rules, 2016, Shares on which dividend has not been paid or claimed for seven consecutive years or more, are liable to be transferred to IEPF Suspense Account.
7
f. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section of www.evoting.nsdl.com or call on toll free no.:1800-222990.
g. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote.
h. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).
i. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 14th September 2017.
j. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and thholding shares as of the cut-off date i.e. 14 September 2017, may obtain the login ID and password by sending a request
at [email protected] or
However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800222-990.
k. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be thallowed to vote again at the 94 AGM.
l. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.
m. Shri. Swaroop S.,Practising CompanySecretary, Membership No.8977 of M/s Swaroop, Ravishankar and Associates, has been appointed for as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.
thn. The Chairman shall, at the 94 AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of "Polling Paper" for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.
o. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
p. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.afdil.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited, Dissemination Board, Mumbai.
ROUTE MAP TO THE AGM VENUE
8
Address:
Hotel Abhimaani Vasathi, # 2/9, Dr. Rajkumar Road, Rajajinagar,Bengaluru- 560010,
Anglo-French Drugs & Industries LimitedNo.41, 3rd Cross, V Block, Rajajinagar, Bengaluru – 560 010
CIN: L24230KA1923PLC010205www.afdil.com
ATTENDANCE SLIP
I hereby record my presence at the Ninety Fourth Annual General Meeting held on Thursday 21st September 2017 at 4.30 PM at Hotel Abhimaani Vasathi, # 2/9, Dr. Rajkumar Road, Rajajinagar, Bengaluru- 560010,
9
Folio No. / DP ID-Client ID
Full Name of the Shareholder in Block Letters
No. of Shares held
Name of Proxy (if any) in Block Letters
Note : 1. A proxy attending on behalf of Shareholder(s) should write the name of the Shareholder(s) from whom he holds Proxy.
2. Members are requested to bring their copy of the Annual Report to the Meeting as additional copies of the same will not be made available at the Meeting.
Signature of the Shareholder/Proxy/Representative*
*Srike out whichever is not applicable
Anglo-French Drugs & Industries LimitedNo.41, 3rd Cross, V Block, Rajajinagar,
Bengaluru – 560 010CIN: L24230KA1923PLC010205
www.afdil.com
PROXY FORM(Form No.MGT-11)
[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration Rules. 2014)
CIN
Name of the Company
Registered Office:
E-mail:
L24230KA1923PLC010205
Anglo-French Drugs & Industries Ltd.
No.41, 3rd Cross, V Block, Rajajinagar, Bengaluru – 560 010
Tel No.: 080-23156757, Fax No.080-23389963/23306596
[email protected], Website: www.afdil.com
:
:
:
:
Name of the Member(s):
Registered Address:
E-mail ID :
Folio No./Client ID or DP ID :
I/We, being the Member(s) of …………….............................… ........................................hereby appoint:
1) ______________________of _____________ having e-mail ID_____________________or failing him/her
and whose signature(s) are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at
the Annual General Meeting of the Company, to be held on
and at any adjournment thereof in respect of such resolutions as are indicated below:
Hotel Abhimaani Vasathi, # 2/9, Dr. Rajkumar Road, Rajajinagar,
Bengaluru- 560010
10
2) ______________________of _____________ having e-mail ID_____________________or failing him/her
3) ______________________of _____________ having e-mail ID_____________________or failing him/her
Resolution
No.
Notes:
1. This form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
2. Please complete all details including details of Member(s) before submission.
I assent
to the resolution
I dissent
to the resolutionDescription
Signed this …….......................................……………………. Day of ………................................……. 2017.
Signature of Shareholder
Signature of Proxy holder (s)
Affix Revenue
Stamp
To receive, consider and adopt the Audited Financial Statements (including Audited consolidated Financial Statements) of the Company, for the financial year ended 31st March 2017 together with the Report of the Board of Directors and Auditors thereon.
To appoint a Director in place of Shri.Sanatkumar Shirali, (DIN: 05260386), who retires by rotation and being eligible, offers himself for re-appointment.
To Appoint statutory Auditors of the Company to hold office from the thconclusion of this meeting till the conclusion of the 99 Annual General
Meeting of the Company, in place of the retiring Auditors, and to authorize the Board of Directors to fix the remuneration.
To consider and approve revision in remuneration payable to Shri. Uddhav Kanoria (DIN: 00108909), President & Whole-time Director.
To consider and approve Appointment of Shri. Nirbhay Kanoria (DIN: 02558300) as Director.
To consider and approve revision in salary of Mrs. Pallavi Kanoria, Vice President –HR
To consider and approve re-appointment of Shri. Abhay Kanoria st(DIN: 00108894) as Chairman & Managing Director, with effect from 1
April 2017.
To consider and ratify the Appointment of Cost Auditors for Cost Audit of Formulations and fix the Remuneration for the financial year 2017-18.
11
1.
2.
3.
4.
5.
6.
7.
8.
I/We appoint my / our above Proxy to vote in the manner as indicated in the box below:
BOARD OF DIRECTORS
SHRI ABHAY KANORIA, Chairman & Managing Director
SHRI U.G. PATEL
SHRI UDDHAV KANORIA - President & Whole-time Director
SHRI SANAT SHIRALI
SHRI N. AHMEDALI
Ms. NEHA GADA
SHRI N. PAULY SUKUMAR
SHRI NIRBHAY KANORIA
AUDITORS
RAY & RAY
Chartered Accountants
BANKERS
AXIS BANK
HDFC BANK
YES BANK
REGISTRARS & SHARE TRANSFER AGENTS
Canbank Computer Services Ltd.,
# 218, J.P. Royale, 1st Floor,
2nd Main Sampige Road
(Near 14th Cross), Malleswaram
Bengaluru - 560 003
Phone : 080-23469661/62 & 23469664/65
Fax : 080-23469667/68
E-mail : [email protected]
REGISTERED OFFICE
No. 41, 3rd Cross, V Block
Rajajinagar
Bengaluru - 560 010
Karnataka.
MANUFACTURING PLANTS
Plot No.4, Peenya Industrial Area
Phase II, Peenya
Bengaluru - 560 058
Karnataka.
Kharchi - Bilwara
Taluk Jhagadia
District Bharuch
Gujarat.
CONTENTS PAGE
PHARMACEUTICALS
FURNISHING FABRICS
With effect from 12th November 2014
Our Company which is listed with
OTCEI has been moved to
DISSEMINATION BOARD OF BSE
(BSE-DB) as per SEBI circulars.
Board's Report
Auditor's Report - Standalone
Standalone Balance Sheet
Standalone Statement of Profit & Loss
Standalone Notes to Balance Sheet
Standalone Cash Flow Statement
Standalone Notes to Account and Significant Accounting Policies
Auditor's Report - Consolidated
Consolidated Balance Sheet
Consolidated Statement of Profit & Loss
Consolidated Cash Flow Statement
Consolidated Notes to Balance Sheet
Consolidated Notes to Accounts and Significant Accounting Policies
1
15
20
21
22
24
31
40
43
44
45
47
54
3. FINANCIAL HIGHLIGHTS AND OPERATIONS
The consolidated Sales & Operating income during the year ended under review is Rs.12355 lakhs as compared to Rs.11618 lakhs of the previous year, a growth of 6.34%.
In the year under review, your Company launched 5 products in the segments of Systemic Antifungal, Topical Antifungal Probiotic + Vitamins, Cough Suppressant, Multivitamin/ Multimineral. These products are well received by medical profession.
On the Export front your Company is in the process of entering in to new markets in the countries like Kyrgyzstan, Uzbekistan and Lata countries and also in the process of registering the products. Your company is also continuing to get the global
tenders. Your company is also venturing in to new segments like Gummies Suppositories for export market.
Mr. Nirbhay Kanoria was appointed as an Additional Director of the Company on the Board with effect from 1/2/2017. Pursuant to the appointment, Mr. Nirbhay Kanoria holds office up to the date of forthcoming Annual General Meeting. Mr. Nirbhay Kanoria filed with the Company his consent to act as a Director as required under Section 149, 152 and other applicable provisions, if any of the Companies Act, 2013. A resolution seeking his appointment as Director is being placed before the members for approval.
4. DIVIDEND
Your Directors do not propose any dividend for the year under review.
5. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the provisions of Companies Act, 2013, your Directors state, on the basis of information furnished by the Management and Auditors of the Company, that:
i. Applicable accounting standards have been followed in the preparation of the annual accounts.
ii. Appropriate accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as at 31st March 2017, and to the profit of the Company for the year ended on that date.
iii. Proper and sufficient care have been taken for the maintenance of adequate records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The accompanying Annual Accounts have been prepared on a going concern basis.
v. Proper internal financial controls were in place and were adequate and operating effectively; and
vi. Proper systems to ensure compliance with the provisions of applicable laws were in place and were adequate and operating effectively.
6. DIRECTORS
a. Board of Directors
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sanat Shirali will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.
b. Meetings of the Board
Four (4) Board Meetings were held during the financial year ended 31st March 2017 on 30th May 2016, 9th August 2016, 25th October 2016 and 30th January 2017. The time gap
Dear Share owners,
Your Directors have pleasure in presenting their 94th Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2017.
1. DISCLOSURE IN BOARD'S REPORT
Information required to be disclosed as per Section(s) 186, 188, 197(12) etc. of the Companies Act, 2013 read with relevant rules framed there under.
2. FINANCIAL SUMMARY AND RESULTS
The summary of consolidated (Company and its Wholly Owned Subsidiary) operating results for the year and Appropriation of divisible profits is given below:
Sales and other income
Profit/(Loss) for the year before Depreciation
Rs. in Lakhs
PARTICULARS Year Ended
31-3-2017
12355
223
11618
174
31-3-2016
Less: Depreciation
Profit/(Loss) before Tax
Less: Provision for Taxation - Current - DeferredProfit/(Loss) after tax
Add: Balance brought forward from Profit & Loss Account
Amount available for appropriation
Appropriation: Dividend Dividend Tax Transfer to General Reserve Balance carried to Balance Sheet
(196)
27
2 3
22
750
772
- - -
772772
(160)
14
44(53)
803
750
- - -
750750
23
Anglo-French Drugs & Industries Limited
2
between any two meetings was not exceeding one hundred and twenty days.
c. Independent Directors
The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided in sub-section 6 of Section 149 of the Companies Act, 2013.
7. SUBSIDIARIES
There is only one Wholly Owned Subsidiary Viz., Anglo-French Drugs & Industries Pte. Ltd., Singapore. As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Board's Report has been prepared on standalone financial statements and a report on performance and financial position of Wholly Owned Subsidiary included in the consolidated financial statements is included in the financial statements.
In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.afdil.com.
8. FIXED DEPOSITS
Your Company has not invited/accepted any fixed deposits during the year under review, as such; no amount of principal or interest on fixed deposit was outstanding on the date of balance sheet.
9. AUDITORS
a) Statutory Auditors:
b) Cost Auditors:
Ms. Geetha Santhanagopalan, Cost Accountant, Bangalore is appointed as Cost Auditors to conduct cost audit of the accounts maintained by the Company, in respect of the Formulations products for the financial year 2017-18.
c) Internal Auditors:
During the year under review, M/s B Choraria & Mates., Chartered Accountants, Bangalore carried out the internal audit exercise and submitted their report.
In compliance with the provisions of Section 139 and other applicable provisions, if any of Companies Act 2013 read with Rules framed thereunder, M/s KAMG & Associates, Chartered Accountants (FRN311027E) are appointed as the Statutory Auditors of the Company in place of the retiring auditors M/s Ray and Ray, Chartered Accountants, who have completed their term, for the next five years, subject to the approval by Members. (subject to ratification of their re-appointment at every Annual General Meeting) to hold office from the conclusion of this meeting till the
thconclusion of the 99 Annual General meeting of the Company.
10. INTERNAL FINANCIAL CONTROL (IFC) SYSTEM
As per the provisions of the Companies Act, 2013, the Directors have the responsibility for ensuring that the company has implemented robust system / framework for IFCs to provide them with reasonable assurance regarding the adequacy and operating effectiveness of controls to enable the Directors to meet with their responsibility.
The Company has in place a sound financial control system and framework in place to ensure
- The orderly and efficient conduct of its business,
- Safeguarding of its assets,
- The prevention and detection of frauds and errors,
- The accuracy and completeness of the accounting records and
- The timely preparation of reliable financial information.
A formal documented IFC framework has been implemented by the Company. The Board regularly reviews the effectiveness of controls and takes necessary corrective actions where weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud risk controls and Information Technology environment. Based on this evaluation, there is nothing that has come to the attention of the Directors to indicate any material break down in the functioning of these controls, procedures or systems during the year. There have been no significant events during the year that have materially affected, or are reasonably likely to materially affect, our internal financial controls. The management has also come to a conclusion that the IFC and other financial reporting was effective during the year and is adequate considering the business operations of the Company.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure I to the Report and forms a part of this Report.
12.EXTRACTS OF ANNUAL RETURN
As required under the provisions of sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of annual return in Form No. MGT-9 forms part of this report as Annexure II
13.RELATED PARTY TRANSACTIONS
Related party transactions that were entered into during the financial year were on arm's length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company.
3
There are no material related party transactions which are not in ordinary course of business or which are not on arm's length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.
Pursuant to the provisions of Section 188(1) of the companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of contracts and arrangements entered between the Company and the Related Parties, in the prescribed Form AOC-2, are as per Annexure III.
14.AWARDS AND RECOGNITION
Your Company has received the “The HR Practice Award (SME) in recognition of the innovative HR Practices and thus setting bench marks for other organizations to follow, awarded
thby the HR Club, Mumbai at the 7 National conference and game changers Awards.
15. APPROVALS
Your Company's WHO- GMP approval has been renewed for further periods in respect of its Tablet manufacturing plant at Peenya.
16. ACKNOWLEDGEMENTS
Your Directors acknowledges with gratitude the continued support, patronage and co-operation received from the Medical Profession, Trade, Banks, other Business Associates, the Central and State Governments and the Shareholders.
Your Directors also place on record their appreciation of all the employees of the company for their valuable contribution and dedicated service.
Bengaluru10th August 2017
On behalf of the Board
ABHAY KANORIAChairman & Managing Director
The Company is constantly concerned about energy conservation, but having regard to the present level of consumption and the nature of activities, which are not energy intensive, the need for taking special energy conservation measures has above not been immediately felt.
Please refer Form A hereunder.
ANNEXURE I TO THE DIRECTORS’ REPORT
The Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors’ Report for the year ended 31st March 2017.
a) Energy conservation measures taken
b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy.
c) Impact of the measures at (a) and (b) for
reduction of energy consumption and consequent impact on the cost of production of goods.
d) Total energy consumption and energy consumption per unit of production.
FORM A[See Rule 2]
Form for disclosure of particulars with respect to conservation of energy.
A. Power and Fuel consumption:
1. Electricity a) Purchased : Units Total Amount [ in lacs] Rate/Unit [ ]
b) Own Generation : i) Through Diesel Generator Units Units per Ltr.of Diesel Oil Cost/Unit [ ]
ii) Through Steam Turbine/Generator Units Units per Ltr. of Fuel Oil/Gas Cost/Unit
2. Coal Quantity (tonnes) Total Cost [ ]
Current Year Previous year
1637200120 7.36
166562.30
24.77
Nil
Nil
1835879129
7.038
45407 3.58
13.66
Nil
Nil
Anglo-French Drugs & Industries Limited
4
A. CONSERVATION OF ENERGY :
3. Furnace Oil
Quantity (K.Ltrs) Total Amount [ in lacs] Average Rate [ per Ltrs]
4. Others/internal generation Quantity Total Cost Rate/Unit
B. Consumption per unit of Production : Particulars
Products (with details) Units Electricity Furnace Oil Coal Others
B. TECHNOLOGY ABSORPTION:
e) Efforts made in technology absorption. Please refer Form B hereunder.
Current Year Previous year
NilNilNil
Nil
Standard [if any]
NilNilNil
Nil
Taking into account the number of formulations and furnishing fabrics manufactured by the Company and having regard to the records and other books maintained, it is not possible to apportion the consumption of utilities unit wise at this stage.
FORM B[See Rule 2]
Form for disclosure of particulars with respect to Technology Absorption:
Research and Development [R&D].
1. Specific areas in which R&D carried out by the Company.
:
2. Benefits derived as a result of the above R & D :
a) Formulations :Development of new formulations,new dosage forms, substitution ofimports by indigenous materials,improvement in process and stability of products.
b) Furnishing Fabrics : Nil
Launching of new products, increase in shelf life and reduction in costs.
Continuous development of new formulations.
3. Future plan of action :
5
4. Expenditure on R & D Current Year Previous year
Nil
28 28
0.23%
Nil2525
0.22%
a) Capital [ in lacs] b) Recurring [ in lacs]c) Total [ in lacs] d) Total R&D expenditure as a percentage of total turnover
1. Efforts in brief made towards technology absorption, adaptation and innovation.
2. Benefits derived as a result of the above efforts e .g. product improvement, cost reduction, product development, import substitution, etc.,
3. In case of imported technology (imports during the last 5 years reckoned from the beginning of the financial year) following information may be furnished.
a) Technology imported b) Year of Import c) Has technology been fully absorbedd) If not fully absorbed, areas where this has
not taken place, reasons therefore and future plans of action.
Regular absorption of updatedtechnical information.
Improved processes and operatingefficiencies, cost reduction.
Not Applicable
Technology absorption, adaptation and innovation
:
:
:
:
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
a. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans.
b. Total foreign exchange used ( in lacs)Total foreign exchange earned ( in lacs)
Continuous efforts are made to increase exports and developnew export markets.
Current Year Previous year
170705
103989
On behalf of the Board
ABHAY KANORIAChairman & Managing Director
Bengaluru10th August 2017
Anglo-French Drugs & Industries Limited
6
1 Manufacturing of Pharmaceutical Formulations 21002 99.86%
2 Furnishing Fabrics 13921 0.14%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -
1 Anglo-French Drugs & Industries Pte Ltd, Singapore
Subsidiary 2(87)
2 Abhay Kanoria Family Trust Associate 2(6)
201309075E 100%
NA 60.37
7
Form No. MGT - 9
EXTRACT OF ANNUAL RETURN as on the financial year ended on 31.3.2017
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
i) L24230KA1923PLC010205
ii) 01/02/1923
CIN
Registration Date
iii) Anglo-French Drugs & Industries Ltd.Name of the Company
iv) Company having Share Capital Category / Sub-Category of the Company
v) No 41, 3rd Cross, V Block, Rajajinagar,Bengaluru – 560 010Tel No.2315 6757 Fax No.2338 9963
Address of the Registered office and contact details
vi) YesCompany Shifted to BSE – Dissemination Board from OTC Exchange of India with effect from 12.11.2014
Whether listed company
vii) Canbank Computer Services Limited, J.P. Royale, 1st Floor, # 218, 2nd MainSampige Road, Malleswaram,Bengaluru - 560 003Tel No.080-23469661/62
Name, Address and Contact details of Registrar and Transfer Agent, if any
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-
Sl. No.
Name and Description of main products / services
NIC Code of the Product/ service
% to total turnover of the company
Sl. No.
Name and address of the CompanyHolding / Subsidiary/
Associate Applicable
SectionCIN/GLN % of
shares held
ANNEXURE II TO THE BOARD'S REPORT
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
Category of Shareholders
No. of Shares held at the beginning of the Year 1.4.2016
No. of Shares held at the end of the year 31.3.2017 % Change
during the Year
Demat Total % of total
Demat Physical Total % of Total
A. Promoters
(1) Indian
a) Individual / HUF
b) Central Government
c) State Government
d) Bodies Corp
e) Banks /FI
f) Any other
Sub-total (A) (1):-
701695 3650 705395 60.679 -
(2) Foreign
b) Other- Individuals
c) Bodies Corp
d) Banks /FI
e) Any other
705395 60.679 701745
- - - - - - - -
Total Shareholding of Promoter(A) = (A) (1) + (A) (2)
701695 705395 60.679 701745 705395 60.679 -
B. Public Shareholding
1. Institutions
Sub-total (A) (2)
a) Mutual Funds
b) Banks / FI
c) Central Government
d) State Government (s)
e) Venture Capital funds
- 150 0.013 - 150 150 0.013 -
f) Insurance Companies 210000 210000 18.065 210000 - 210000 18.065 -
g) FIIs
h) Foreign Venture Capital funds
i) Others (specify)
Sub-total (B)(1):- 21000018.078210000 150 210150 18.078 -210150
Anglo-French Drugs & Industries Limited
8
Physical
3650 3650 0.314 3650 0.314 --
701745701695 701745 60.365 - 701745 60.365 -50
3700
-
3700
150
-
150
a) NRIs - Individuals
2. Non-Institutions
54900 5.094 55250
125950 184360
5.12259200
57670 15.889 58410
4300 59550
15.858184720127050
4300
0.031
0.002620 0.225 2620 - 2620 0.225
415
2620
0.035 425 - 425 0.036
-
-
a) Bodies Corp.
i) Indian
ii) Overseas
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.2 lakh
ii) Individual shareholders holding nominal share capital in excess of Rs.2 lakhc) Others (specify)
Resident Indians HUF
NRI non repatriable
115605 21.245 116705 21.245 0.00
415
Nil NilC. Shares held by Custodian For GDRs & ADRs
Nil Nil Nil Nil Nil Nil -
39.325 326705 457105 39.325 0.00325605 457105Total public Shareholding (B) = (B) (1) + (B) (2)
Grand Total (A+B+C) 100 1028450 1001027300 1162500 1162500
Sub-total (B) (2) :-
- - -- - - - -- - - -- - - - --
- - -- - - - --
- - -- - - - --
246955
- 3650
- - -- - - - --
- - -- - - - --
- - -- - - - --
- - -- - - - --
- - -- - - - --
3650
- - - - - - - --
- - - - - - - --
- - - - - - - --
- - - - - - - --
- - - - - - - --
- - - - - - - --
- - - - - - - --
131350 130250
131500 130400
135200 134050
- - - - - - - --
- - - - - - - --
0.03
0.001
246955
0SINo
Shareholder’s Name No. of Shares
Shareholding at the beginning of the year 1.4.2016
Shareholding at the end ofthe year 31.3.2017
0.017
% of Shares
Pledged/encumbered
to totalShares
No. ofShares
% of total
Sharesof the
company
% Change in shareholdingduring
the year
% of Shares
Pledged/encumbered
to total Shares
1 Binod Kumar Kanoria 200
% of total
Sharesof the
company
200 0.017 -
0.0523 Prabhadevi Kanoria 600 600 0.052 -
0.0172 Binod Kumar Kanoria (HUF) 200 200 0.017 -
0.0045 Abhay Kanoria Family Trust 50 00 0.00
30.0836 Abhay Kanoria Trustee
349725 701745 60.365 30.282
30.2777 Pallavi Kanoria 351970 0.00 0.00 -
(ii) Shareholding of Promoters
-
-
-
-
-
-
-
-
-
-
-
-
0.2284 Binod Kumar Kanoria 2650 2650 0.228 ---
0
SI.No.
Shareholding at the beginning of the year
Cumulative Shareholdingduring the year
No. of Shares
No. ofShares
% of total Sharesof the company
% of total Sharesof the company
(iii) Change in Promoters' Shareholding (please specify, if there is no change)
Particulars
9
-
60.679Total 705395 705395 60.679 --
At the beginning ofthe year 1.4.2016 705395 705395
Date wise Increase/ Decrease in Promoters Share holding during the year specifying The reasons for increase / decrease (e.g allotment/transfer/ bonus/sweat equity etc):
60.679 60.679
At the End of the year 31/3/2016
Abhay Kanoria Family Trust
30.282
705395 70539560.679 60.679
SI.No.
Shareholding at the beginning of the year
Cumulative Shareholdingduring the year
0For Each of the Top 10 Shareholders No. of
Shares% of totalShares of
the company
% of totalShares of the
company
No. of Shares
0At the beginning of the year 1.4.2016
Life Insurance Corporation of India 7.7490000
Reliance Net Limited
3.8745000General Insurance Corporation Of India
3.23
37500
National Insurance Company Ltd 37500
3.23
3950
Padmanabh Trading (P) Ltd
0.34
3650
Jyotsna Jitendra Desai
0.31
2350
Thakkar Bina J
0.20Trendsetter Investments Pvt. Ltd
Date wise Increase /Decrease in Shareholding during the yearspecifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):
4200
The New India Assurance Company Limited
0.36
2050 0.18
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Anglo-French Drugs & Industries Limited
10
4.1047650
(v) Shareholding of Directors and Key Managerial Personnel:
SI.No.
Shareholding at the beginning of the year
Cumulative Shareholdingduring the year ended
0
For Each of the Directors and KMP No. ofShares
% of total Shares of the company
Mr. U.G Patel
Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g.allotment / transfer / bonus / sweat equity etc):
No. ofShares
% of total Shares of the company
Mr. B. Subbarayalu 200 0.02 200 0.02
At the beginning of the Year 01.04.2016
200 0.02 200 0.02
At the End of the year 31.3.2017
200 0.02 200 0.02
Mr. B. Subbarayalu 200 0.02 390 0.03
Mr. U.G Patel
- -
At the End of the Year ( or on the date of separation, ifseparated during the year 31.3.2017)
1
3
4
5
7
8
9
10
6
2
- - - -
1
2
2
1
7.74
3.87
3.23
3.23
0.34
0.31
0.20
0.36
0.18
4.10
Reliance Capital Fin. Trust
90000
45000
37500
37500
3950
3650
2350
4200
2050
47650
Life Insurance Corporation of India 7.7490000
Reliance Net Limited
3.8745000General Insurance Corporation Of India
3.23
37500
National Insurance Company Ltd 37500
3.23
3950
Padmanabh Trading (P) Ltd
0.34
3650
Jyotsna Jitendra Desai
0.31
2350
Thakkar Bina J
0.20Trendsetter Investments Pvt. Ltd
4200
The New India Assurance Company Limited
0.36
2050 0.18
4.1047650
1
3
4
5
7
8
9
10
6
2
7.74
3.87
3.23
3.23
0.34
0.31
0.20
0.36
0.18
4.10
Reliance Capital Fin. Trust
90000
45000
37500
37500
3950
3650
2350
4200
2050
47650
Transfer Date of Transfer:13.10.2016No. of Shares:190
(V) INDEBTEDNESS
Indebtedness of the Company including interest outstanding/ accrued but not due for payment
Deposits TotalIndebtedness
UnsecuredLoans
Secured Loansexcludingdeposits
i) Principal Amount
Indebtedness at the beginning of the financial Year - CC/TL1.4.16 to 31.3.17
1769 Nil653 2422
ii) Interest due but not paid Nil Nil15 15
iii) Interest accrued but not due 2 NilNil 2
Total (i+ii+ iii) 1771 668 Nil 2439
Change in Indebtednessduring the financial year
Addition 1178 137 Nil 1315
Reduction
Net Change 171 85 Nil 256
Indebtedness at the end of the financial Year
i) Principal Amount 1942 Nil753 2695
ii) Interest due but not paid Nil Nil20 20
(VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and /or Manager: (April 2016 to March 2017)
0
Total Amount
Name of MD/WTD/ Manager
Particulars of RemunerationSI.No.
Mr. Uddhav KanoriaMr. Abhay Kanoria
( in Lacs)
11
Total (i+ii+iii) 1959 Nil774 2733
iii) Interest accrued but not due 17 Nil0.11 17
( in lacs)
1 Gross salary(a) Salary as per Provisions contained in section 17 (1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17 (2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17 (3) Income tax Act, 1961
9.00 8.32 22.19
2 Stock Option Nil Nil Nil
3 Sweat Equity Nil Nil Nil
4 Commission - as % of profit others, specify Nil Nil Nil
5 Others, Please specify Nil Nil Nil
Total (A) 42.00 21.05 70.43
Ceiling as per the Act, Per Annum 42.00 42.00
33.00 12.74 48.24
- - -
1007 Nil52 1059
Mr. Nirbhay Kanoria1.2.2017
4.88
Nil
Nil
Nil
Nil
7.38
42.00
2.50
-
( in Lacs)
B. Remuneration to other Directors:
Total Amount
(Rs)
Name of Directors
Particulars of RemunerationSI.No.
80000 30000
Mr. N. AhmedaliMr. Sanat Shirali
Independent Directors
Mr. U.G Patel Mr. V.B.Haribhakti
50000 40000 250000
Total (2)
Total Managerial Remuneration
Total (1) 80000 30000 50000 40000 250000
Anglo-French Drugs & Industries Limited
12
30000 30000
30000 30000
- - - - 280000
Overall Ceiling as per the Act Per Meeting
Rs. 1 Lakh Rs. 1 Lakh Rs. 1 Lakh Rs. 1 Lakh
C) REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/ MANAGER/WTD (April 16 to March 17)
Key Managerial personnel
Particulars of RemunerationSI.No. Company
SecretaryMr. Naveen Gupta,
CFO 20.4.2016
Total
CEO
1
2
Fee for attending board committee meetings
- Commission - Others, - Please Specify
Other Non-Executive Directors
Mr. N. Pauly Sukumar
Fee for attending board Committee meetings
- Commission - Others, - Please specify
- - - -
- - -
- - -
Total (B) = (1+2) 110000 30000 50000 40000 280000
1. Gross salary
Nil
13.00- 13.00
2. Stock Option Nil Nil Nil
Nil3 Sweat Equity Nil Nil Nil
Nil4. Commission - as % of profit - others, specify.....
Nil Nil Nil
Nil5 Others, please specify Nil Nil Nil
Total Nil 29.60
None
-
Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
(a)
Value of perquisites u/s 17(2) Income Tax Act, 1961
(b)
Profits in lieu of salary under section 17(3) Income-Tax Act, 1961
(c)
Ms. NehaGada
50000
50000
-
-
-
50000
-
Rs. 1 Lakh
16.6016.60
29.60
Penalty
Punishment
Compounding
Penalty
Punishment
Compounding
Penalty
Punishment
Compounding
(VII) PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:
Authority (RD / NCLT /
COURT
Appeal made, if any (give
details)
Details of Penalty/Punishment/
Compounding fees imposed
Brief Description
13
Section of the Companies ActType
B. DIRECTORS
A. COMPANY
C. OTHER OFFICERS IN DEFAULT
NIL
ANNEXURE III TO THE BOARD'S REPORT
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
FORM NO. AOC -2
Form for Disclosure of particulars of contracts/ arrangements entered into by the company with related parties referred to in sub section(1) of section 188 of the Companies Act, 2013 including certain Arm's length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arm’s length basis.
2. Details of contracts or arrangements or transactions at Arm’s length basis.
SL. No. Particulars Details
1 Name (s) of the related party &nature of relationship
a. Sudarshan Services Ltdb. Shri. Abhay Kanoria/Mrs Pallavi Kanoriac. Shri. Abhay Kanoria
2 Nature of contracts/ arrangements/transaction a. Rent & Administrative Chargesb. Payment of monthly rent for the Flat at Bangalore leased to the Companyc
located
. Payment of monthly rent for the Flat located at Gurgaon, leased to the Company
3 Duration of the contracts/ arrangements/transaction
a. Agreement renewed from 1.4.2016b. Agreement renewed from 2.2.2016c. Agreement entered into on 18.10.2016
4 Salient terms of the contracts orarrangements or transactionincluding the value, if any
a. Rent - Rs.11,40,000/- per annum Administrative Charges- Rs.2,39,223/- per annumb. Rent - Rs.9,13,674/- per annum Rs.9,13,674/-
(1.4.2016 to 30.3.2017)per annum
c. Rent - Rs.1,54,375/-
5 Date of approval by the Board a. 30.05.2016b. 15.11.2015c. 25.05.2015
6 Amount paid as advances, if any Nil
Bengaluru10th August 2017
On behalf of the Board
ABHAY KANORIAChairman & Managing Director
14
Anglo-French Drugs & Industries Limited
There were no contracts or arrangements or transactions entered into during the year ended March 31, 2017, which were not at arm's length basis.
control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017, and its profit / loss and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2016,
('the Order') issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure A , a statement on the matters specified in paragraphs 3 and 4 of the said Order.
2. As required by section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with in this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of written representations received from the Directors as on 31st March 2017 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March 2017 from being appointed as director in terms of Section 164(2) of the Act.
INDEPENDENT AUDITORS' REPORT ON STANDALONE FINANCIAL STATEMENT
Report on the Financial Statements
We have audited the accompanying standalone financial statements of Anglo-French Drugs & Industries Limited(“the Company”) which comprise the Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles accepted in India, including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent, and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial
TO THE MEMBERS OF ANGLO-FRENCH DRUGS & INDUSTRIES LIMITED.
15
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and
g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
I. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements – Refer Note 27(2) to the standalone financial statements;
II. The Company has no material foreseeable losses, if any, on long-term contracts including derivative contracts.
III. The Company is not required to transfer any amount to the Investor Education and Protection Fund.
IV. The company had provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance with the books of accounts maintained by the company.
Other Matter
The closing inventory as on 31st March 2017 have not been verified by us & the same have been verified & certified by the Management. The Company owes a sum of Rs.131.66 Lacs as on 31st March 2017 from Viva Remedies, which in the opinion of the Company the amount is good and recoverable from Viva Remedies. In the process of recovery, Viva Remedies has given a sum of Rs.6 Lacs, during the financial year 2017-2018. The Company is in the process of taking Professional Tax Registration for the States of Kerala, Madhya Pradesh and Tamil Nadu. The Professional Tax registration has already been obtained in the State of Madhya Pradesh and the entire amount due towards the Profession Tax Registration is paid in the month of July 2017, in compliance of the law.
RAY & RAYChartered Accountants
Firm's Registration No.301072E
Mrinal Kanti BandyopadhyayPartner
Membership No.051472Place of Signature: BengaluruDate: 10th August 2017
16
Anglo-French Drugs & Industries Limited
For and on behalf of
(b) According to the information and explanation given to us, the following are the disputed statutory dues which have not been deposited.
Service Tax demand amounting to Rs.137 Lacs against which appeal is pending before appropriate authority.
Sales tax/Vat demands amounting to Rs.186 Lacs against which the Company has preferred appeals.
viii. According to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowing to a financial institution, bank, Government or dues to debenture holders.
ix. The company has not money raised by way of initial public offer or further public offer (including debt instruments) and term loans were applied for the purposes for which those are raised.
x. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.
xi. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in
ANNEXURE TO THE AUDITORS' REPORT
The Annexure referred to in our report to the members of Anglo-French Drugs & Industries Limited for the year ended March 31, 2017.
We report that:
i. a) The Company has maintained proper records showing full particulars including quantitative details and situations of fixed assets.
b) According to the information and explanation given to us, most of the fixed assets have been physically verified by the Management during the year in a phased program and no material discrepancies were noted on such verification. In our opinion, the frequency of such verification is reasonable having regard to the size of the company and the nature of its assets.
c) The title deeds of immovable properties are held in the name of the company.
ii. As explained to us & on the basis of certificate given to us, all the inventory of the Company has been physically verified during the year by the management. In our opinion and according to the information and explanations given to us, the frequency of the verification is reasonable having regard to the size of the Company and the nature of its business.
iii. According to the information and explanation given to us, the Company has neither granted nor taken any loans to and from the companies, firms or other parties as listed in the register maintained under section 189 of the Companies Act, 2013. Accordingly, provisions of Clause 3 (iii) (b) & (c) of the Order are not applicable to the Company.
iv. According to the information and explanation given to us, company has not given any loans, made any investments, given any guarantees & security, so provisions of section 185 and 186 of the Companies Act, 2013 are not applicable.
v. The Company has not accepted any deposits during the year and so the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 are not applicable.
vi. The Central Government has prescribed for the maintenance of the cost records under section 148(1) of the Companies Act, 2013 in respect of the products of the Company and according to the information and explanations given to us such accounts and records have been made and maintained.
vii. (a) According to the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident fund, Employees State Insurance, Investor Education and Protection Fund, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Cess, Custom Duty and other statutory dues applicable to it.
17
PeriodAmount(Rs. in Lacs)
Name of the Assessing Authority
April 2006 to August 2008 82 CESTAT-Bengaluru
Sept 2008 to March 2009 34 CESTAT-Bengaluru
2011-2012 to 2013-2014 21 CESTAT-Bengaluru
Total 137
PeriodAmount(Rs. in Lacs)
Name of the Assessing Authority
2002-2003 1 JCCT-Appeals-Patna
8
3 DCCT-Appeals-Lucknow
2004-2005
2005-2006
JCCT-Appeals-Patna
3 JCCT-Appeals-Dhar Pithampur
6 JCCT-Appeals-Dhar Pithampur
2006-2007
44
2007-2008
15
2008-2009
16 ACCT-Mumbai & Pithampur
2009-2010
54 ACCT-Mumbai
2010-2011
36 DCCT-Bengaluru
2011-2012
2014-2015
JCCT-Appeals-Dhar Pithampur
JCCT-Appeals-Dhar Pithampur
186Total
18
Anglo-French Drugs & Industries Limited
accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.
xiii. All transactions with the related parties are in compliance with sections 177 and 188 of Companies Act,2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards.
xiv. The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.
xv. The company has not entered into any non-cash transactions with directors or persons connected with him.
xvi. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
For RAY & RAYChartered Accountants
Firm's Registration No.301072E
Mrinal Kanti BandyopadhyayPartner
Membership No.: 051472Place of Signature: BengaluruDate: 10th August 2017
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India .
ANNEXURE - B TO THE AUDITORS' REPORT
REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (i)
OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 ("THE ACT")
We have audited the internal financial controls over financial reporting of Anglo-French Drugs & Industries Limited (“the Company”) as of 31st March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. Management's Responsibility for Internal Financial Controls The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors' Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.
19
For RAY & RAYChartered Accountants
Firm's Registration No.301072E
Mrinal Kanti BandyopadhyayPartner
Membership No.: 051472Place of Signature: BengaluruDate: 10th August 2017
0Particulars Notes
As at March 201731st
As at March 201631st
I. EQUITY AND LIABILITIES
(i) Shareholder’s Funds(a) Share Capital(b) Reserves and Surplus
1 116 1162 1576 1571
(ii) Non-Current Liabilities(a) Long-Term Borrowings(b) Deferred Tax Liabilities (Net)(c) Other Long Term Liabilities(d) Long Term Provisions
3456
1092166312
41
716163324
41
(iii)789
10
163421781042
218
8003 TotalII. ASSETS
(i) Non-Current Assets(a) Fixed Assets (i) Tangible Assets
(b) Non- Current Investments(c) Long Term Loans and Advances(d) Other Non-Current Assets
111841
4778
1213
14
(ii) Current Assets
(a) Inventories(b) Trade Receivables(c) Cash & Bank Balances(d) Short-Term Loans and Advances(e) Other Current Assets
1516171819
18772876
981092
94
Total 8003
The Notes referred to above are an integral part of Balance Sheet. Significant Accounting Policies and Notes on Accounts as Note “27”
For and on behalf of the Board of DirectorsAs per Our report of even date,For RAY & RAYChartered AccountantsFirm Registration Number 301072E
MRINAL KANTI BANDYOPADHYAYPartnerMembership No. 051472 Place: BengaluruDate: 10th August 2017
U.G. PATELDirector
ABHAY KANORIAChairman & Managing Director
171130041419
285
9722
1742
8931
35602999
511066
184
9722
Current Liabilities(a) Short-Term Borrowings(b) Trade Payables(c) Other Current Liabilities(d) Short-Term Provisions
STANDALONE BALANCE SHEET AS AT 31st MARCH 2017 ( In lacs)
B. SUBBARAYALUCompliance Officer
20
--
NAVEEN KUMAR GUPTAChief Financial Officer
Anglo-French Drugs & Industries Limited
Year ended31st March 2017
Particulars Year ended31st March 2016
Notes
(551)
2415
333
196
3379
12316
IV. Expenses :Cost of Materials Consumed
Purchase of Stock-in-TradeChanges in Inventories of FinishedGoods, Work-in Progress and Stock-in Trade
Employee Benefits Expense
Finance Costs
Depreciation and Amortization Expense
Other expenses
Total Expenses
22
23
24
25
11
26
3657
2887
3520
2361
(73)
2065
201
160
3256
11490
I. Revenue From Operations Less: Excise Duty
II. Other Income
III. Total Revenue (I+II)
2011480
123
11603
11821341
12840552
21
1228838
12326
V. Profit Before Exceptional and Extraordinary items and Tax ( III - IV) 10 113
VI. Exceptional Items
VII. Profit Before Extraordinary Items and Tax (V - VI) 10 113
VIII.Extraordinary Items
IX. Profit Before Tax ( VII - VIII) 10
23
113
X Tax Expenses:(1) Current Tax(2) Deferred Tax
Prior period Expenses
XI Profit / (Loss) For The period from Continuing Operations (IX-X)
44
5 46
XII. Profit / (Loss) from Discontinuing Operations
XIII.Tax Expenses of Discounting Operations
XIV. Profit / (Loss) from Discontinuing Operations (XII - XIII)
XV. Profit/ (Loss) for the period (XI + XIV) 5 46
XVI.Earning per Equity Share
(1) Basic
(2) Diluted
0.43 4
The Notes referred to above are an integral part of Statement of Profit & Loss Significant Accounting Policies and Notes on Accounts as Note “27”
STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH 2017 ( In lacs)
23
21
As per Our report of even date,For RAY & RAYChartered AccountantsFirm Registration Number 301072E
For and on behalf of the Board of Directors
MRINAL KANTI BANDYOPADHYAYPartnerMembership No. 051472 Place: BengaluruDate: 10th August 2017
U.G. PATELDirector
ABHAY KANORIAChairman & Managing Director
B. SUBBARAYALUCompliance Officer
NAVEEN KUMAR GUPTAChief Financial Officer
0.43 4
B. CASH FLOW ARISING FROM INVESTING ACTIVITIES Outflow
( lacs)in
Year ended 31st March 2017
Year ended 31st March 2016
A. CASH FLOW ARISING FROM OPERATING ACTIVITIES
a) Increase / Decrease in inventories
b) Increase / Decrease in Short Term Loans & Advances
c) Increase in Trade receivables
d) Increase in Short Term Provisions
e) Increase in Other Current Assets
f) Increase in Other Current Liabilities
g) Increase in Trade Payables
Cash Generated From Operations
Net income tax ( Paid) / refunds
Net cash flow from operating Activities (A)
STANDALONE CASH FLOW STATEMENT FOR THE FOR PERIOD ENDED 31st MARCH 2017
113
-113
10
-10
1962
33234
- 564
1606
201-
17 384
(11)(-)(-) (11)
(7)(-)
(32) (39)
563
(1682)
27
(123)
66
(90)
376
826 (600)
(37)
(2)
(39)
66
(253)
(537)
5
(15)
290
471
458
27
485(23)
462
a) Acquisition of fixed Assets
b) Investment in Fixed Deposits
Inflow
a) Sale of fixed assets
b) Dividend Received
c) Interest Received
d) Increase in other Long Term Current Assets
Outflow
a) Increase / (Decrease) in Long Term Loans & Advances
Net Cash (Outflow) in course of Investing Activities
(100) (758)(2)
(142) (760)
1
-
11
- 12
150
-
7
- 157
47 47 135 135
(468)(83)
Profit / (Loss) Before TaxExtraordinary itemsNet Realisation towards sale of AssetProfit / (Loss) Before Tax but after extraordinary item
Add Back
a) Depreciationb) Bad debts written offc) Interest expensesd) Loss arising from changes in foreign currencye) Loss/(Profit) on sale of Fixed Assets / Assets written off Deduct:
a) Interest income b) Dividend income c) Gain arising from changes in foreign currency exchange rates of cash equivalent Cash operating Profit/ (Loss) before Working Capital Changes
Adjustments for Changes in Working Capital
22
(42)
Anglo-French Drugs & Industries Limited
( in lacs)
Year ended 31st March 2017
Year ended 31st March 2016
C. CASH FLOW ARISING FROM FINANCING ACTIVITIES
Unrealised gains arising from changes in foreign currency exchange rates of cash equivalents
STANDALONE CASH FLOW STATEMENT THE FOR PERIOD ENDED 31st MARCH 2017
120
78
441
-
- 639
110
(34) 32
20
Inflow
Net Cash used in Financing Activities
a) Inter-Corporate Deposits taken
b) Proceeds from Short Term Borrowings
c) Increase in other long term Borrowings
d) Increase in Car Loan
e) Increase in Long Term Provisions
222
150
(37)
85
(3) 418
(12)(332)
-(143)
-(42)
(529)
Outflow
a) Repayments of Long Term Liabilities b) Interest Paid c) Repayments of Short Term Loans / borrowingsd) Repayments of Inter-Corporate Deposits e) Dividends Paid (Incl. Dividend Tax) f) Repayment of Car Loan
16(201)
-(247)
-35
(397)
D. OTHERS
Equivalents (A + B + C + D) Cash and Cash equivalents at the begining of the year Cash and Cash equivalents at the close of year
(46)98
51
4652
98
Note :1. The above Cash Flow Statement has been prepared under the indirect method Cash Flow Statement issued by the 2. Previous year figures has been rearranged/regrouped wherever necessary.
as set out in Accounting Standard - 3 on Institute of the Chartered Accounts of India.
For RAY & RAYChartered AccountantsFirm Registration Number 301072E
For and on behalf of the Board of Directors
23
MRINAL KANTI BANDYOPADHYAYPartnerMembership No. 051472 Place: BengaluruDate: 10th August 2017
U.G. PATELDirector
ABHAY KANORIAChairman & Managing Director
B. SUBBARAYALUCompliance Officer
NAVEEN KUMAR GUPTAChief Financial Officer
Issued Subscribed & Paid Up Capital :11,62,500 Equity Shares of Rs. 10 eachfully paid up (previous Year 11,62,500 Equity shares ofRs.10/- each)Of the above 704000 Shares are Issued by way ofBonus Shares by Capitalisation of General Reserve
As at 201731st March
As at 31st March 2016
STANDALONE NOTES TO BALANCE SHEET
200 200
B)
A)
At the beginning of the periodIssued during the periodShare Suspense Account
Outstanding at the end of the period
116 116
C) Reconciliation of the number of Shares Outstanding at the beginning and at the end of the reporting period
Current Year Previous Year
D)
No. Of Share
11,62,500
-
11,62,500
Value( in lacs)
116
116
No. of Share
11,62,500
11,62,500
116
116
Note: 1 Share Capital
Authorised Share Capital :20,00,000 Equity Shares of Rs. 10/- each(Previous Year 20,00,000 Equity Share of Rs.10/- each)
116 116
E) Share In the Company held by each Shareholder holding more than 5 percent shares;
Current Year Previous Year
7,01,745
-
90,000
3,49,725
3,51,970
90,000
60
-
8
1 Abhay Kanoria Family Trust represented by Mr. Abhay Kanoria
2 Smt. Pallavi Kanoria
3 Life Insurance Corporation of India
30
30
8
Note : 2 Reserves & Surplus
A) Capital Reserve As at Commencement of the Year Add: Transferred from Statement of Profit & Loss
4343- 43
B) Security Premium Reserve As at Commencement of the year Add: Received on further issue of shares
70-
7070
C) General Reserve As at Commencement of the Year Add: Transferred from Statement of Profit & Loss
549--
549549
D) Surplus/(Deficit) in the Statement of Profit and Loss As at Commencement of the year Add: Profit for the year
Less: Proposed Dividend
Less : Tax on Proposed Dividend
Less : Transfer to General Reserve
As at end of the Year
Total Reserves and Surplus
9095
86346
1576
909
1571
-
No. of Share % Held No. of Share % Held
-
24
( In lacs)
( In lacs)
-
- -
- -
- -
43
70
549
-
-
-914
-
-
-
Value( in lacs)
The Company is having only one class of shares i.e Equity carrying a nominal value of Rs. 10/- per share Every holder of the equity share of the Company is entitled to one vote per share held in the event of liquidation of the Company, the equity shareholders will be entitled to receive remaining assets of the Company after the distribution/repayment of all creditors. The distribution to the equity shareholders will be in proportion of the number of shares held by each shareholder
Anglo-French Drugs & Industries Limited
Note : 3 Long-Term BorrowingsTerm LoanFrom Banks (Secured)
Car Finance Loans from Banks(Secured by hypothecation of vehicles financed out of Proceeds of loans)
(Term Loan repayment are in form of EMI which are exceeding 12 months)
YES Bank Term Loan
(Term Loan repayment are in quarterly installments for four years)
From Others
Inter Corporate Deposits
50 92
135
725 347
1092 716
Deferred Tax Liabilities
Note : 4 Deferred Tax Liability
166
166
163
163Note: 5 Other Long Term Liabilities
Trade Payables
Deposits from C&F Agents
4
320
324
5
307
312
Note: 6 Long Term Provisions
Provision for Leave Encashment 41
41 41
Note: 7 Short Term Borrowings Loans payable on demand from Banks
Working Capital facilities (Secured) Secured against first hypothecation on Stocks and Book Debts ranking pari passu Cash Credit
-1711
1711
-1634
1634
Note: 10. Short-Term Provisions
A) Provision for employee benefits Gratuity Leave Encashment
3004
3004
2178
2178Note : 9 Other Current Liabilites
Statuatory Liabilities Accrued Liabilities (Medical Benefits, Travel, Insurance
Documentation Charges) Unpaid Dividends Advance from Customers Employee Related (Bonus, Commission, Exgratia and Salary Payable) Creditors-Capital Goods Other Payables (Other payables consists of amount payable to service providers)
117434
64167
-
754
1419
99108
6223159
57390
1042
26322
-
285 218
- -
Note: 8 Trade Payable
Creditors - Trade payable
-
25
HDFC Bank Term Loan
National Small Industries Corporation Ltd
27
41
- -
20312
-
B) Others - 3
( In lacs)
(Secured by hypothecation of Land, Buildings & Plant & Machinery)
-
-146
142144
- -
- -
-
Expenses
26
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01
7
8
10
33
13
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2
23
3
84
22
73
39
03
32
3 6
33
96
33
28
-
25
4
65
9
32
2
10
3
50
96
14
85
18
05 2
14
87
18
07
-
32
45
58
22
12
28
19
61
59 1
19
6
15
9
- -2
9
47
9
3
16
54
14
87
8
74
7
59
9
12
3
10
7
23
13
21
73
81
83
8 4
17
42
18
41
- 1
39 9
44 3 2
99
75
6 2
10
0
75
8
- - - - - -
32
32
65
1 -
32
65
1
- - - - - -
29
29
47
9
-
28
6
70
4
37
9
12
5
62
95
16
52
14
85
As
on
3
1-0
3-2
01
6
8
77
7
60
4
17
1
86
31
16
11
83
81
41
5 3
18
41
( In
lacs
)
Anglo-French Drugs & Industries Limited
Investment in Equity Instruments
5
2
24
58
89
5
2
24
16
47
Deposits Advance for Capital Assets
31-
31
304878
Trade receivables Less: Provision on doubtful debtors
129129
129129
Raw Materials
Packing Materials
Work-in-Process
Finished Goods
Stores and spare parts (Raw materials & Packing materials are valued at weighted Average method WIP & Finished Goods at Standard price and Store and spares at cost)
673
268
89
846
228
(227)
1877
1213
331
108
1379
529
3560
Debtors outstanding for a period exceeding six months
Unsecured, Considered Good
Others
367
2632
2999
a) Cash in Hand
c) Stamps c) Balance with Scheduled Banks: in Current Accounts
Other Bank Balances
-
-
10
-
41
51
3
1
20
-
74
98
Note : 12 Non -Current Investmentsothers
Note : 13 Long - Term Loans & Advances Unsecured Considered Good
Note : 14 Other Non Current Assets Unsecured Advances
Note :15 Inventories
Note : 16 Trade Receivables
350
2526
2876Note : 17 Cash & Bank Balances Cash and Cash Equivalents
27
As at31st March 2017
As at31st March 2016
QUOTED - AT - COSTShares in Industrial Development Bank of India Limited5760 shares of 10 eachShares in Vijaya Bank19400 Shares of 10 each Shares in Singapore wholly owned SubsidiaryInvestment in Fixed Deposits
i) In Margin Money Accountsii) In Fixed Deposit Accounts
- -
- -
- -
Considered Good
( In lacs)
b) Cheques in Hand - -
28
in Cash or in kind or for value to be received
(CENVAT, Service Tax, Gratuity Fund & Other Advances)Income Tax (Net of Provision)
Deposits(Leave License & Earnest money Deposits)
Advance to Suppliers & Others
Advance to Employees
1066 1092
Note 19 Other Current Assets
Prepaid Expenses
94
94
184
184
Note : 18 Short-term Loans & Advances Others Unsecurred, Considered Goods
As at31st March 2017
As at31st March 2016
12746
13
11
50
18
12840
11601
14
19
155
31
11821
123
19
17 -
-
38
Note : 20 Revenue from operation
a) Sale of Products- Pharmaceutical/ Fabrics
b) Other Operating IncomeSale of Scrap
Excise duty recovered on operating income
Conversion Charges/ Income from Job Work
Export Duty Credit/ Duty Drawback
Insurance Claim Local Miscellaneous Income - Non Operating Liabilities Written Back Profit/(Loss) on sale of Assets Exchange Rate (Loss)/Gain
Note : 21 Other Income
Note : 22 Cost of Materials Consumed
1284012840
1182111821
Opening Stock Purchases Freight & Carriage Inward
6733329
-4002
8202481
-3301
Less : SalesLess: Closing Stock
Raw Material Consumed 2786 2625
A) Raw Material Consumed
Opening Stock
Purchases
261
902
1163
-
8953520
Less :Sales
Consumption
268
933
1201
1
8703657
B) Packing Material Consumed
638
83
172
134
39
549
63
146
282
52
1 -Commission Recevied
11 Interest on Others
1 22
60 1
32 7
31213
3673
( In lacs)
NOTES TO PROFIT & LOSS STATEMENT (STANDALONE)
1 1Miscellaneous-operating Income
268 Less :Closing Stock 331
Anglo-French Drugs & Industries Limited
As at31st March 2017
As at31st March 2016
1379
108
1487
Closing Stock of:
Finished Goods
Work in Process
Total (A)
847
89
936
847
89
936
(551)
Opening Stock of :
Finished Goods
work in Process
Total (B)
Increase /(Decrease) in Work In Progress, Finished Goods and Stock in trade (A-B)
Total (B)
775
88
863
(73)
2095 1786
5695
19
-
17
133
2415
3181
15
1
19
132
2065
Total (A)
Note: 23 Increase / ( Decrease) In Work in Progress, Finished Goods and Stock-in Trade
Note : 24 Employees Remuneration & benefits A) Salary, Wages, Allowances & Other Benefits
Contribution to Gratuity Fund Contribution to PF ESI Contribution
C) Staff Welfare Expenses
Group Insurance
Others Staff Welfare Expenses
B) Contribution to PF and other funds
29
Note: 25. Finance Cost
Term Loan
Working Capital Loans
Vehicle Loan
Others
(Interest on Inter-Corporate Deposits and C&F Deposits net off Interest on Bank Deposits)
B) Other Borrowing Cost Processing Charges 2
333
(72)
180
15
71
13
196
17
105
7
201
A) Interest Expenses:
Selling Expenses
Advertisement & Publicity
Business Promotion Expenses
Bad Debts written off
Provision for Doubtful Debts
Clearing, Forwarding & Freight
Rebates & Discount Allowed
Insurance Expenses-Goods-in Transit
Handing Expenses
Clearing & Forwarding Agents Commission
9
1
393
1
1
185
212
4
10
419
Note: 26 Other Expenses
A) Selling & Distribution Expenses
18
3
282
5
1
164
329
5
8
276
( In lacs)
7 4
4
1
4
4
1
5
Charity & Donations
Conveyance Expenses
Electricity & Water
Festival & Celebration Expenses
Factory Power & Fuel
Insurance Charges
Job-work Charges-Manufacturing Service charges
Legal & Professional Fee
Loss on Sale of Fixed Assets
Membership Fee & Subscription
Office & General Expenses
Postage, telegram
Bank Charges
Printing & Stationary
Rent
Rates & Taxes
84
36
64
4
887
46
8
43
49
3
4
3379
9
1
42
2
181
10
125
62
17
68
89
22
15
101
125
29
6
63
15
10
2
25
24
2
158
10
114
89
-
44
100
15
45
74
138
22
84
29
63
5
924
45
2
42
36
2
3
3256
B) Operating, Administrative & Other expenses
Consumption of Stores and SparesAuditors Remuneration
Statutory Audit Fees
Tax Audit Fee
Certification and other matters
Repairs & Maintenance
Building
Plant & Machinery
Others
Security Expenses
Telephone & Telex Charge
Laboratory Expenses
Tour & Travelling Expenses
Vehicle Running & Maintenance
ERP Expenses
Sales Tax
Excise Duty
Directors Fee
Trade Marks
30
3
71
10
( In lacs)
Foreign Exchange Rate Fluctuation on Exp.
28
34 -
- -Research & Development
- 0Sundry balance Written off
Anglo-French Drugs & Industries Limited
NOTE 27
STANDALONE NOTES TO ACCOUNT AND SIGNIFICANT ACCOUNTING POLICIES
1. Significant Accounting Policies forming part of the Balance Sheet as at 31st March 2017 and Statement of Profit & Loss for the Year ended 31st March 2017.
a) Basis of accounting
i) Basis for presentation of Financial Statements
The financial statements have been prepared and presented under the historical cost convention on an accrual basis of accounting and in compliance with the Accounting Standards as specified under Sec.133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules 2014, other pronouncements of the Institute of Chartered Accountants of India and guidelines issued by the Securities and Exchange Board of India, to the extent applicable and as consistently applied by the company.
ii) Use of Estimates
The Presentation of financial statements requires the management of the company to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to the contingent liabilities as at the date of financial statements and the reported amount of income and expenses during the year. Examples of such estimates include provisions for doubtful debts, employee benefits, provisions for income taxes, useful life of depreciable assets and provisions for impairments if any.
b) Fixed Assets
(a) Fixed assets are stated at cost less depreciation. Capital work in progress includes pre-operative expenses.
(b) Expenditure incurred on projects / expansion during implementation is capitalized and apportioned to various assets on commissioning / completion of the same.
c) Depreciation
Depreciation on fixed assets is provided on straight- line method on the basis of useful life of the assets prescribed in the schedule II of the Companies Act, 2013.
d) Investments
Investments are stated at cost. Provision is made, where, there is a permanent fall in the value of investment.
e) Inventories
Inventories are valued at the lower of cost (Weighted average basis) and the net realisable value after providing for obsolescence and other losses, where considered necessary. Cost includes all charges in bringing the goods to the point of sale, including octroi and other levies, transit insurance and receiving charges. Work-in-progress and finished goods include appropriate proportion of overheads.
f) Retirement Benefits
The Companies contribution in respect of Provident Fund is charged to the statement of Profit & Loss account each year. The same is deposited with Employee's Provident Fund Organization.
With respect to Gratuity liability the contribution is made to Gratuity Fund established as Trust maintained by the company. Gratuity Liability is determined on actuarial basis by the independent valuer & the same is charged to the statement of Profit & Loss account.
With respect to Superannuation Fund, which is maintained for few employees is contributed Life Insurance Corporation of India under LIC Superannuation Policy.
The liability for earned leave on retirement has been provided on the basis of actuarial valuation at the end of the accounting period.
g) Research & Development
Capital expenditure on Research & Development is treated in the same way as expenditure on fixed assets. The revenue expenditure on Research & Development is written off in the year in which it is accrued.
31
h) Foreign Currency Translations
The foreign currency balances receivable/payable as at the year end are converted at the closing rate, and the exchange difference has been recognized in the Statement of Profit and Loss or adjusted in the value of fixed assets, as applicable.
i) Income Recognition
a) Sales are stated net of returns, excise duty and VAT, CST etc.b) Dividend income is accounted on receipt basis. c) Interest on fixed deposits is recognized on earned basis.
j) Taxes on Income
Current tax is determined as the amount of tax payable in respect of taxable income for the period. Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax assets and deferred tax liabilities, on timing differences, being the temporary difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.
Minimum Alternate Tax (MAT) under the provisions of the Income tax Act, 1961 is recognised as current tax in the Statement of Profit and Loss. The credit available under the Income Tax Act, 1961 in respect of MAT paid is recognised as an asset only when and to the extent there is convincing evidence that the company will pay normal tax during the period for which the MAT credit can be carried forward for set-off against the normal tax liability. MAT credit recognised as an asset is reviewed at each Balance Sheet Date and written down to the extent the aforesaid convincing evidence no longer exists.
k) Impairment of Fixed Assets
At each Balance Sheet date management assesses, using external and internal sources, whether there is an indication that an asset may be impaired. An impairment occurs when carrying value of an asset exceeds the present value of future cash flows expected to arise from the continuing use of the asset and its eventual disposal. The impairment loss to be expensed is determined as the excess of the carrying amount over the present value.
l) Earnings per share
Basic earnings per share is computed using the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of shares and dilutive equity equivalent shares outstanding during the period, except when results would be anti dilutive.
2. Contingent Liabilities not provided for in respect of:
a) Service Tax demand amounting to 137 Lacs against which appeal is pending before appropriate authority
b) Sales Tax / Value Added Tax demand amounting to 186 Lacs against which the Company has preferred appeals.
32
Period Amount (Rs. in Lacs)April 2006 to August 2008
Sept. 2008 to March 2009
Total
82
34
137
2011-2012 to 2013-2014 21
Period Amount (Rs. in Lacs)2002-2003
2004-2005
Total
1
8
186
2005-2006 32006-2007 3
2007-2008 62008-2009 44
2009-2010 15
2010-2011 16
Name of the Assessing AuthorityCESTAT - Bengaluru
CESTAT - Bengaluru
CESTAT - Bengaluru
Name of the Assessing Authority
2011-20122014-2015
JCCT-Appeals-Patna
JCCT-Appeals-PatnaDCCT-Appeals-Lucknow
JCCT-Appeals-Dhar Pithampur
JCCT-Appeals-Dhar Pithampur
JCCT-Appeals-Dhar Pithampur
JCCT-Appeals-Dhar Pithampur
ACCT-Mumbai & Pithampur
ACCT-MumbaiDCCT-Bengaluru
54
36
Anglo-French Drugs & Industries Limited
d) Counter Guarantees given to the Banks against guarantees given by them on Company's behalf 565 Lacs (previous
year 514 Lacs).
e) Letters of Credit opened and outstanding is 9 Lacs (previous year NIL)
3. Estimated amount of contracts remaining to be executed on Capital Commitments and not provided for 5 lacs (Previous year 14 lacs).
4. The provision for leave encashment as on 31.03.2017 is detailed as under
5. Investments other than in subsidiary have been accounted as per Accounting Standard (AS) 13 on “Accounting for Investments”. Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long term investments are carried at cost. However, provision for diminution in value, if any, is made to recognize a decline other than temporary in the value of the investments.
6. Closing stock of Finished goods includes samples amounting to 45 Lacs, which are not meant for sale.
7. The Company has not received any memorandum ( as required to be filed by the suppliers with notified authority under the Micro, Small and Medium Enterprise Development Act, 2006) Claiming their status as Micro, Small and Medium Enterprises. Consequently, the amount paid / payable to these parties during the period is Rs. Nil.
8. Managerial remuneration
9. Employee Benefits
Disclosure as required by Accounting Standard on Employee Benefits (AS 15) Revised 2005 issued by the Institute of Chartered Accountants of India.
a) (i) Defined Contribution Plans
The Company has recognized the following amounts in the Statement of Profit and Loss for Defined Contribution Plans:
(ii) State Plans
The Company has recognized the following amounts in the Statement of Profit and Loss for the Contribution to State Plans :Current Year Previous Year
in lacs
1946
in lacs
1540
Employee's State Insurance Employee's Pension Scheme
Current Year Previous Year
in lacs
5319
3428
62
in lacs
5122
2924
53
Balance as at the beginning of the yearLess paid during the year
Add provisions made for the year
Balance at the end of the year
33
(a) Salary
Contributions to Provident Fund & Other Funds Perquisites
(b) Directors' Fees
Current Year Previous Year in lacs
70
85
833
86
? in lacs
43
71565
267
Current Year Previous Year
in lacs 7
in lacs 7Superannuation Fund
Commission - -
34
(iii) Defined Benefit Plans
Salaries, Wages & Bonus Includes 28 Lacs (Previous Year 24 Lacs ) towards provision made as per actuarial valuation in respect of accumulated leave encashment / compensated absences.
The details of the Company's Gratuity Fund for its employees including the Chairman & Managing Director are given below which is certified by the actuary and relied upon by the auditors:
Current Year Previous Year
in lacs in lacs
42 35(a) Provident Fund
(b) Leave Encashment / Compensated Absences ( In lacs)
(c) Contribution to Gratuity Funds
in lacs
Change in the Benefit Obligations: Liability at the beginning of the year – CurrentLiability at the beginning of the year – Non-CurrentInterest CostCurrent Service CostBenefits PaidActuarial Loss / (Gain) Amount Due for resigned employees but not paidLiability at the end of the yearFair Value of plan assets:Fair Value of Plans assets at year beginning of the yearExpected Return on Plan AssetsSpecial deposit with the BankContributionsBenefits PaidActuarial Gain/ (Loss) on Plan AssetsAmount Receivable from the companyBalance payable by the companyFair Value of Plans assets at the end of the yearTotal Actuarial Loss / (Gain) to be recognizedActual Return on Plan Assets:Expected return on Plan AssetsActuarial (Gain) / Loss on Plan AssetsActual return on Plan AssetsAmount Recognized in the Balance Sheet:Liability at end of the yearFair value of Plan Assets at the end of the yearAmount recognized in the balance sheet under” Current Assets, loans and Advances” / (“Current Liabilities & Provisions”)
Expenses recognized in the Statement of Profit & Loss :Interest costCurrent Service costExpected return on plan assetsNet Actuarial (gain) / loss to be recognizedExpenses recognized in the Statement of Profit & Loss under “Employee Emoluments"
20316291227
-263
19814
-5
1214
-
Nil219
-
141428
263219
5
1629
141455
-
March 2017 March 16
-205
152029
9-
203
21316
- 5
297-
Nil198
-
161633
203198
5
1520
1616
3
-
Anglo-French Drugs & Industries Limited
The long term estimate of the expected rate of return on fund assets has been arrived based on the above allocation and the prevailing yields on these assets. The investments in gratuity fund has been permitted to invest as per Insurance Regulatory and Development Authority
Defined benefit plans - Gratuity( In Lacs)
Particulars
Defined benefit obligation
Plan assets
Surplus/(deficit)
2016-17
263
219
(44)
2015-16
203
198
(5)
2014-15
205
213
8
2013-14
186
207
21
2012-13
(209)
204
(5)
2011-12
(203)
199
(4)
Note : No reported experience adjustments on plan liabilities and plan assets.
Principal Assumptions
Particulars Current Year (%) Previous Year (%)
Discount RateReturn on Plan Assets
7.437.43
7.918.00
Investment Pattern
Particulars Current Year Previous Year
Central Government Securities / State Government Securities / Securities guarantee by state/ central government
- -
Public Sector / Financial Institutions Bonds - -
Portfolio with mutual Funds
Others
TOTAL
97.79
2.21
100.00
97.69
2.31
100.00
10. Major components of deferred tax assets and liabilities arising on account of temporary timing differences are:
Depreciation
Provision for Doubtful Debts
Provision for leave Encashment
Bonus
Carry forward Loss
Total
Net
Current Year Previous Year
Assets in Lacs
Liabilities in Lacs
Assets in Lacs
Liabilities in Lacs
219 230
43
4
20
-
67
43
4
20
0
67219
152
230
163
35
The deferred tax asset on the carry forward losses have been recognized only to the extent that there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax asset can be realized.
11. Segment information for year ended 31st March 2017
1. Information about Primarily Business Segments
Revenue
a. Pharmaceuticals
b. Furnishing
c. Unallocated
Total
Less: inter segment revenue
Net Sales/Income from operations
12311
14
-
12325
-
12325
Current Year Previous Year
11567
34
1
11602
-
11602
Result
a. Pharmaceuticals
b. Furnishing
Total
Less:
i) Interest (net)
ii) Unallocable expenditure net of unallocable income
Profit before Tax
386
(23)
363
(332)
(21)
10
334
(5)
329
(201)
(15)
113
Pharmaceuticals Furnishing Fabrics Unallocated Total
Current Year
PreviousYear
Current Year
PreviousYear
Current Year
PreviousYear
Current Year
PreviousYear
Other Information
Segment assets
Segment liabilities
Capital Expenditure
Depreciation
9525
8033
100
195
7842
5997
758
152
30
8
-
1
51
14
-
7
83
166
-
-
63
163
-
-
9638
8207
100
196
7956
6174
758
160
2. Information about Secondary Business Segments
India Outside India Total
Current Year
PreviousYear
Current Year
PreviousYear
Current Year
PreviousYear
Revenue by geographical market External
Inter-segment
Total
Carrying amount of segment assets
Additions to fixed assets
12325
-
12325
9638
100
10353
-
10353
7956
758
705
-
705
-
-
1249
-
1249
-
-
13030
-
13030
9638
100
11602
-
11602
7956
758
36
( in Lacs)
Anglo-French Drugs & Industries Limited
3. Notes:(i) The Company is organized into two main business segments, namely:
- Pharmaceuticals - Furnishing Fabrics
Segments have been identified and reported taking into account, the nature of products and services, the differing risks and returns, the organization structure and the internal financial reporting systems.
(ii) Segment Revenue in each of the above domestic business segments primarily includes sales, processing charges and exports incentives in the respective segments.
Segment revenue comprises of: Current Year Previous Year
in Lacs in Lacs
- Sales
- Other Income
12288
38
12326
11479
123
11602
(iii) The Segment Revenue in the geographical segments considered for disclosure is comprised of:(a) revenue within India includes sales to customers located within India and earnings in India.(b) revenue outside India includes sales to customers located outside India and earnings outside India.
(iv) Segment revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.
12. Related Parties disclosure
A. Associate Companies/Enterprises
Aakruti Investments Ltd.Abhay Kanoria Family TrustBroach Textile Mills Ltd.
Ekta Tie-up Pvt. Ltd.GBK Charitable TrustRadha Kesari Spinning Mills Ltd.
Sudarshan Exports Ltd.Sudarshan Services Ltd.
B. Key Management Person Mr. Abhay Kanoria
Mr. Uddhav KanoriaMr. Naveen Kumar Gupta
C. Relative of Key Management Person
Mrs.Pallavi Kanoria
Details of the transactions with related parties referred to in item (A) aboveCurrent Year Previous Year
in Lacs in Lacs
Associates/Companies/Enterprises1. Rent paid Sudarshan Services Ltd.
2. Receiving of Services – Administrative, Commercial & Accounting service Sudarshan Services Ltd.
Sudarshan Exports Ltd.
Interest Paid
Relatives of Key Management personnel
A Remuneration
Key Management personnel
Remuneration
11
2
5
4
37
Broach Textile Mills Ltd Sale of Land, Building, Plant & Machinery
4.
Nil 2
Nil 150
17 16
83 65
3.
13. Details of Raw Materials Consumed
Current Year Previous Year
in LacsQuantity Value
in LacsQuantity ValueDescription Unit
PHARMACEUTICALS
Calcium D Pantohenate IP
Miscellaneous (None individually account for more than 10% of total consumption)
Kgs 30881 843
1409
- -
2179
FURNISHING FABRICS
Yarn Kgs 6218 12
2786
2591 5
2624
14. Value of Raw Materials Stores and Spare Parts consumed:
Current Year Previous Year
in LacsValue
in LacsValueDescription
a) Raw & Packing Materials: Imported
Indigenous
-
100
100
154
2470
2624
6
94
100
% %
-
2786
2786
b) Stores and Spare Parts Imported Indigenous
-100
100
-4
4
-7
7
-100
100
15. Purchases of Finished Goods
Current Year Previous Year
in LacsValue
in LacsValueDescription
Formulations:
a) Tablets
b) Liquids
c) Injections
d) Capsules
e) Granules
f) Powder
g) Ointment
h) Raw Materials
I) Packing Materials
j) Others
k) Fabrics
921
672
155
624
3
50
387
-
-
71
-
2883
159
3458710
59598
35
-
217325
39936
-
399680
220
1126
390
187
270
-
190
179
-
18
1
2361
139
5804438
63863
56
1622
40985
63445
-
-
579528
-
Qty. Qty.Units
Million
Bottles
Litres
Million
Kgs
Kgs
Kgs
Kgs
Kgs
No’s
Mtrs
38
- -
Ascorbic Acid Kgs 101686 522 84690 440
Anglo-French Drugs & Industries Limited
Current Year Previous Year
in Lacs in Lacs
i) Raw Materials
ii) Components and Spare Parts
b) Expenditure in Foreign Currency
c) F.O.B. Value of Exports
i) In Foreign Currency
ii) In Indian Rupees
---
---
170
705
218
923
—
---
103
989
234
1223
16. a) Value of Imports on CIF basis
17. The company has mortgaged its land at Peenya and first charge on Plant and Machinery of the company on the term loan taken from HDFC Bank and Paripassu charge with Yes Bank. The company has charge on land, building and Plant & Machinery for the cash credit facility availed from HDFC Bank and Yes Bank.
18. The figures in respect of previous period have been regrouped /recast where ever necessary.
19. The figures in the statement profit & loss of the current year represent the amount for a period of twelve months as against a period of nine months of the previous year and hence are not comparable.
Signatures to Notes 1 to 27
For and on behalf of the Board of Directors
39
MRINAL KANTI BANDYOPADHYAYPartnerMembership No. 051472 Place: BengaluruDate: 10th August 2017
U.G. PATELDirector
ABHAY KANORIAChairman & Managing Director
B. SUBBARAYALUCompliance Officer
NAVEEN KUMAR GUPTAChief Financial Officer
statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017, and its profit / loss and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2016, ('the Order') issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, , a statement on the matters specified in paragraphs 3 and 4 of the said Order is not applicable for consolidated financial statements.
2. As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with in this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of written representations received from the Directors as on 31st March, 2017 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 2017 from being appointed as director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure A”; and
INDEPENDENT AUDITORS' REPORT ON CONSOLIDATED FINANCIAL STATEMENT
Report on the Consolidated Financial Statements
We have audited the accompanying Consolidated Financial Statements of ANGLO-FRENCH DRUGS & INDUSTRIES LIMITED (the “Company”), and its subsidiary (the Company and its subsidiary constitute “the Group”), which comprise the Consolidated Balance Sheet as at 31st March 2017, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the period ended, and a summary of the significant accounting policies and other explanatory information.
Management's Responsibility for the Consolidated Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles accepted in India, including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent, and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial
TO THE MEMBERS OF ANGLO-FRENCH DRUGS & INDUSTRIES LIMITED.
40
Anglo-French Drugs & Industries Limited
41
g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
I) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements – 27 to the standalone financial statements;
II) The Company has no material foreseeable losses, if any, on long-term contracts including derivative contracts.
III) The Company is not required to transfer any amount to the Investor Education and Protection Fund.
IV) The company had provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 and these are in accordance with the books of accounts maintained by the company.
Other Matter
1. We did not audit the financial statements of one subsidiary, whose financial statements reflect total assets of Rs.99,87,129.76 as at 31st March, 2017, total revenues of Rs.91,51,450.21 for the period ended on that date, as considered in the consolidated financial statements. This financial statements have been audited by other auditor whose report has been furnished to us by the Management and our opinion, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, is based solely on the report of the other auditor.
2. We draw attention to Note 2.2 in the consolidated financial statements. The subsidiary of the Company ANGLO- FRENCH DRUGS & INDUSTRIES PTE. LTD. incurred a net loss of Rs.17,10,261.18 during the year ended March 31, 2017 and, as of that date, the Company's current liabilities exceeded its current assets by Rs. 1,11,18,887.52. These factors, along with other matters as set forth in Note 2.2 raise substantial doubt that the said subsidiary Company will be able to continue as a going concern. However, as per the views of auditors of the subsidiary company ANGLO- FRENCH DRUGS & INDUSTRIES PTE. LTD., material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. However, as per note 2.2, the Company's financial statements have been prepared on a going concern basis assuming that the Company will generate sufficient cash from its operations to pay its debts as and when they fall due and written confirmation have been obtained from the directors and Shareholders of the Company to provide continued financial support by way of additional support as and when required.
Our opinion is not modified in respect of the above matter.
For RAY & RAYChartered Accountants
Firm's Registration No.301072E
Mrinal Kanti BandyopadhyayPartner
Membership No.: 05147210th August 2017Bengaluru
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Holding Company have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
ANNEXURE - A TO THE AUDITORS' REPORT
REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (i)
OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 ("THE ACT")
We have audited the consolidated internal financial controls over financial reporting of ANGLO-FRENCH DRUGS & INDUSTRIES LIMITED (“the Holding company”) as of 31 March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditors' Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.
42
For RAY & RAYChartered Accountants
Firm's Registration No.301072E
Mrinal Kanti BandyopadhyayPartner
Membership No.: 051472Place of Signature: BengaluruDate: 10th August 2017
Anglo-French Drugs & Industries Limited
I. EQUITY AND LIABILITIES
(i) Shareholder's Funds
CONSOLIDATED BALANCE SHEET AS AT 31st MARCH 2017
As at 31st March 2017
As at 31st March 2016
NotesParticulars
(a) Share Capital (b) Reserve and Surplus
12
1161434
1161411
(ii) Non-Current Liabilities
(a) Long-Term Borrowings (b) Deferred Tax Liabilities (Net)(c) Other Long Term Liabilities (d) Long Term Provisions
3456
1092166312
41
716163324
41
(iii) Current Liabilites
(a) Short-Term Borrowings(b) Trade Payables (c) Other Current Liabilities (d) Short-Term Provisions
789
10
171130101431
284
9597
163421591103218
7885II. ASSETS
(i) Non-Current Assets
(a) Fixed Assets 11
1742--
1841--
(i) Tangible Assets (ii) Intangible Assets (iii) Capital Work-in-Progress
(b) Non-Current Investments (c) Long Term Loans and Advances (d) Other Non-Current Assets
121314
6531
-
2378
-
(ii) Current Assets
(a) Inventories (b) Trade Receivables (c) Cash & Bank Balances (d) Short Term Loans and Advances (e) Other Current Assets
1516171819
35592898
531065
184
9597
18772777
1031092
94
7885
The Notes referred to above are an integral part of Balance Sheet Significant Accounting Policies and Notes on Accounts as Note “27”
( in Lacs)
Total
43
For and on behalf of the Board of DirectorsAs per Our report of even date,For RAY & RAYChartered AccountantsFirm Registration Number 301072E
MRINAL KANTI BANDYOPADHYAYPartnerMembership No. 051472 Place: BengaluruDate: 10th August 2017
U.G. PATELDirector
ABHAY KANORIAChairman & Managing Director
B. SUBBARAYALUCompliance Officer
NAVEEN KUMAR GUPTAChief Financial Officer
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH 2017
Particulars NotesYear ended
31st March 2017Year ended
31st March 2016
1. Revenue From Operations Less: Excise Duty
II. Other IncomeIII Total Revenue ( I+II)
IV. Expenses :
20
21
22
23
24
25
11
12867552 12315
4012355
11837341 11495
123
11618
(73)
2065
201
160
11604
3520
2361
3657
2887
(551)
2415
333
196
12328
V. Profit Before Exceptional and Extraordinary items and Tax (III - IV) 27 14
VI. Exceptional items
VII. Profit Before Extraordinary items and Tax (V-VI) 27 14
27 14IX. Profit Before Tax (VII - VIII)
X. Tax Expense :
(1) Current Tax
(2) Deferred Tax
2
3
22
44
23
(53)
Prior Period Expenses
XI . Profit /( Loss) for the period fromContinuing Operations (IX-X)
XII Profit /(Loss) from Discontinuing Operations
XIII. Tax Expense of OperationsDiscontinuing
XIV. Profit/(Loss) from DiscontinuingOperations (XII-XIII)
XV. Profit/(Loss) for the period (XI + XIV)
XVI. Earning per Equity Share:
(1) Basic
(2) Diluted
22 (53)
2 (5)
The Notes referred to above are an integral part of Statement of Profit & Loss Significant Accounting Policies and Notes on Accounts as Note ‘27’
Cost of Materials Consumed
Purchase of Stock-in-Trade
Changes in Inventories of FinishedGoods, Works-in-Progress and Stock- in
Trade
Employee Benefits Expense
Finance Costs
Depreciation and Amortization Expense
Other Expenses
Total Expenses
VIII. Extraordinary Items
44
For and on behalf of the Board of DirectorsAs per Our report of even date,For RAY & RAYChartered AccountantsFirm Registration Number 301072E
( in Lacs)
MRINAL KANTI BANDYOPADHYAYPartnerMembership No. 051472 Place: BengaluruDate: 10th August 2017
U.G. PATELDirector
ABHAY KANORIAChairman & Managing Director
B. SUBBARAYALUCompliance Officer
NAVEEN KUMAR GUPTAChief Financial Officer
- (5)
26 33703391
Anglo-French Drugs & Industries Limited
CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD ENDED 31st MARCH 2017( in Lacs)
Year ended 31st March 2017
Year ended 31st March 2016
A. CASH FLOW ARISING FROM OPERATING ACTIVITIES
Profit / (Loss) Before TaxExtraordinary items Net Realisation towards sale of Asset Profit / (Loss) Before Tax but after extraordinary item
Add Back : a) Depreciation b) Bad debts written off c) Interest expense d) Loss arising from changes in foreign currency e) Loss / (Profit) on sale of Fixed assets / Assets written off Deduct: a) Interest Income b) Dividend income c) Gain arising from changes in foreign currency exchange rates of cash equivalent
Cash Operating Profit / (Loss) Before Working Capital Changes Adjustments for Changes in Working Capitala) Increase / (Decrease) in Inventoriesb) in Short Term Loans & Advances c) in Trade receivables d) in Short Term Provisions e) in Other Current Assets f) in Other Current Liabilities g) in Trade Payables
Cash generated from Operations Net Income Tax (paid) / refund
Net cash flow from operating Activities (A)
Increase / (Decrease)Increase Increase Increase Increase Increase
27
-27
563
(11)
580
(622)
(42)(2)
(44)
14
-14
390
(39)
365
137
502(23)
479
1962
33234(0)
(11)--
(1682)27
(121)66
(90)328850
1606
2016
17
(7)(-)
(32)
146(253)(547)
5(5)
347444
B. CASH FLOW ARISING FROM INVESTING ACTIVITIES Outflow
a) Acquisition of Fixed Assets b) Investment in FD
Inflow
a) Sale of fixed assets b) Dividend Received c) Interest Received d) Increase in other Long Term Current Assets
Outflow
a) Increase/(Decrease) in Long Term Loans & Advances
Net Cash (Outflow) in course of Investing Activities
(100)(42)
2-
11-
47
(142)
13
47
(82)
(758)(4)
150-7-
135
(762)
157
135
(470)
45
CONSOLIDATED CASH FLOW STATEMENT THE PERIOD ENDED 31st MARCH 2017
Year ended 31st March 2017
Year ended 31st March 2016
C. CASH FLOW ARISING FROM FINANCING ACTIVITIES Inflow
Net Cash used in Financing Activities
D. OTHERS
Unrealised gains arising from changes in foreign currency exchage rates of Cash equivalents
Equivalents ------- (A+B+C+D)
Cash and Cash equivalents at the beginning of the year
Cash and cash equivalents at the close of year
12078
441--
222145(37)
85(3)639 412
(12)
(332)
-
(143)
(42)
(529)
110
(34)
(50)
103
53
16
(201)
-
(247)
-
35
(397)
15
(6)32
50
53
103
Note :1. The above Cash Flow Statement has been prepared under the indirect method Cash Flow Statement issued by the 2. Previous year figures has been rearranged/regrouped wherever necessary.
as set out in Accounting Standard-3 on Institute of the Chartered Accountants of India
a) Inter-Corporate Deposits takenb) Proceeds from Short Term Borrowingsc) Increase in other long term Borrowings d) Increase in Car Loane) Increase in Long Term Provisions
Outflowa) Repayments of Long Term Liabilities
b) Interest paid
c) Repayments of Short Term Loans/borrowings
d) Repayments of Inter-Corporate Deposits
e) Dividends Paid (Incl. Dividend Tax)
f) Repayments of Car Loan
( in Lacs)
46
-
For and on behalf of the Board of DirectorsAs per Our report of even date,For RAY & RAYChartered AccountantsFirm Registration Number 301072E
MRINAL KANTI BANDYOPADHYAYPartnerMembership No. 051472 Place: BengaluruDate: 10th August 2017
U.G. PATELDirector
ABHAY KANORIAChairman & Managing Director
B. SUBBARAYALUCompliance Officer
NAVEEN KUMAR GUPTAChief Financial Officer
Anglo-French Drugs & Industries Limited
( in Lacs)
CONSOLIDATED NOTES TO BALANCE SHEET
20 00 000 Equity Shares of Rs. 10/- each (Previous Year 20,00,000 Equity Shares of 10/- each)
As at 31st March 2016
As at 201731st March
200 200
1162500 Equity Shares of Rs. 10 eachfully paid up (Previous Year 1162500 Equity Shares ofRs. 10/- each)
Of the above 704000 Shares are Issued by way ofBonus Shares by Capitalisation of General Reserve
116
116 116
116
C) Reconciliation of the number of shares outstanding at the beginning & at the end of the reporting period
Current Year
Previous Year
No. of Share Value (Rs. )in Lacs No. of Share Value (Rs.in Lacs)
At the beginning of the periodIssued during the periodShare Suspense AccountOutstanding at the end of the period
11,62,500--
11,62,500
116 11,62,500
116 11,62,500
The Company is having only one class of Shares i.e Equity carrying nominal value of Rs. 10/- Per Share Every holder of the equity Share the Company is entitled to one vote per Share held in the event of of the Company, the equity Shareholders will be remaining assets of the Company after the distribution / creditors. The distribution to the equity shareholders will be in p the number of Shares held by each shareholder.
a of liquidation
entitled to receive repayment of all roportion of
E) Shares in the company held by each Shareholder Holding more than 5 percent Shares:
1 Abhay Kanoria Family Trust represented by Mr. Abhay Kanoria
2
3
Smt Pallavi Kanoria
Life Insurance Corporation of India
Note : 2 Reserves & Surplus
A) Capital Reserve As at Commencement of the Year Add: Transferred from Statement of Profit & Loss
No. of Share
Current Year
% Held
701745
-
90000
30
30
8
Previous Year
No. of Share % Held
349725
351970
90000
60
-
8
43 - 43
43 - 43
B ) Security Premium Reserve As at Commencement of the Year Add: Received on further issue of shares
70 - 70
70 - 70
C) General Reserve As at Commencement of the Year Add : Transferred from Statement of Profit & Loss
549 - 549
549 -
D Surplus/(Deficit) In The Statement of Profit and Loss As at Commencement of the Year Add: Profit for the year As at End of the year
Total Reserves and Surplus
750 22
-
802(53)
-
772
1434
749
1411
549
Note: I Share CapitalA) Authorised Share Capital:
B) Issued, Subscribed & Paid Up Capital:
D)
47
--
116
116
--
- -
Car Finance Loans from Banks(Secured by hypothecation of vehicles financed outof Proceeds of loans)(Term Loan repayment are in form of EMI which are exceeding 12 months)
HDFC Term LoanYES Term LoanNational Small Industries Corporation Ltd.
From OthersInter Corporate Deposits
50 92
27 135-
142--
725
1092
347
716Note : 4 Deferred Tax Liability
Deferred Tax Liabilities 166166
163163
Trade Payables Deposits from C & F Agents
5
307
312
4
320
324Note : 6 Long Term provisions
Provision for Leave Encashment 41
41 41
Note: 8 Trade Payable
Creditors - Trade payable
Working Capital facilities (Secured)
Secured against first hypothecation on Stocks and Book Debts ranking pari passu
Cash Credit
Others
1711
-
1711
-
1634
-
1634
117446
-
64167
--
754-
1431
2159
2159
Statutory Liabilities Accrued Liabilities (Medical Benefits, Travel, Insurance, Documentation Charges) Unpaid Dividends Advance from Customers Employee Related (Bonus, Commission, Exgratia and Salary Payable)
3010
3010
99168
-
6223
57391
-
1103
Gratuity Leave Encashment
26322
285
20312
218
Note : 3 Long-Term Borrowings
Term LoanFrom Banks (Secured)
Note: 5 Other Long Term Liabilities
Note: 7 Short Term Borrowings Loans payable on demand From Banks
Note:9 Other Current Liabilities
Creditors - Capital Goods Other Payables (Other payable consists of amount payable to service providers)
Note:10 Short-Term ProvisionsA) Provision for employee benefits
48
144
41
-
- -
159-
B) Others - 3
( in Lacs)
(Secured by Mortgage of Land, Buildings & Plant & Machinery)(Term Loan repayment are in Monthly Installment for Four years)
146
Anglo-French Drugs & Industries Limited
49
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87
8
74
7
59
9
12
3
10
7
23
13
21
73
91
83
8 4
17
42
18
41
-
28
6
70
4
37
9
12
5
62
95
16
51
14
85
- 1
39 9
44 3 2
98
75
6 2
10
0
75
8
- - - - - -
32
32
65
1 -
32
.00
65
1
- - - - - -
29
29
47
9
-
CO
NS
OL
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IXE
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--
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ill
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3
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01
6 8
77
7
60
4
17
1
86
31
16
11
83
8 3
18
41
( In
La
cs)
-
Advance for Capital Assets
5
2-
65
5
2-
23
OthersInvestment In Equity Instruments
QUOTED-AT COSTShares in Industrial Development Bank of India Limited5760 Shares of Rs.10/- eachShares in Vijaya Bank19400 shares of Rs.10/- each Share in Singapore wholly owned SubsidiaryInvestment in Fixed Deposits
31-
31
3048
78
129129 -
-
129129 -
-
Trade receivables less : Provision on doubtful debtors
Raw MaterialsPacking MaterialsWork-in ProcessFinished GoodsStores and Spare Parts(Raw materials & Packing materials are valued at weighted average method WIP & Finished Goods at Standard Price and stores and spares at cost)Less:Provision for Inventories(Promotional, Stores and spares & chemicals)
1213331108
1379529
-
-
3559
673268
89846228
-
(227)
1877
Debtors Outstanding for a period exceeding six Months Unsecured, Considered Good Others Considered Good
173 -
2898
220-
2777
a) Cash in Hand
c) Stamps d) Balance with Scheduled Banks: In Current Account
Other Bank Balances i) In Margin Money Accounts ii) In Fixed Deposit Accounts
-
-
11
-4253
3
-
25
-74
103
in Cash or in kind or for value to be received (CENVAT, Service Tax, Gratuity Fund & Other Advances) Income Tax (Net of Provision) Deposits (Leave License & Earnest money Deposits) Advance to Suppliers & Others Advance to Employees
638-
83172
39
1065
184
184
549-
63146
28252
1092
94
94
Note: 12: Non-Current Investments
Note: 13 Long-Term Loans & Advances Unsecured Considered Good
Deposits
Note: 14 Other Non Current Assets Unsecured Advances
Note:15 Inventories
Note: 16 Trade Receivables
Note: 17 Cash & Bank BalancesCash and Cash Equivalents
Note: 18 Short-term Loans & Advances Others Unsecured, Considered Good
Note : 19 Other Current Assets
Prepaid Expenses
50
58 16
2725 2557
134
b) Cheque in Hand - 1
Anglo-French Drugs & Industries Limited
CONSOLIDATED NOTES TO PROFIT & LOSS STATEMENT Year ended 31st March 2017
Year ended 31st March 2016
a) Sale of Products - Pharmaceutical /Fabrics
b) Other Operating Income Sale of Scrap Excise duty recovered on Operating income Conversion Charges/Income from Job work
Miscellaneous - Operating Income
11618
1419
155
-
11837
12773
131150
1
12867 1286712867
1183711837
Insurance Claim LocalMiscellaneous Income-Non OperatingLiabilities Written BackProfit/(loss) on Sale of AssetsExchange Rate (Loss) / GainInterest on Others
19
17-2
11
40
12260
132
7
123
Opening Stock Purchases
6733329
4002
8202481
3301
3Less: SalesLess : Closing Stock
Raw Material Consumed
1213
2786
673
2625
Increase /(Decrease) in work in progress, and Stock in trade (A-B)
Finished Goods
1379108
1487Total (A) Total (A)
84789
936
Total (B)
84789
936
(551)
Total (B)
77588
863
(73)
Note : 20 Revenue from Operation
Note :21 Other Income
Note :22 Cost of Materials ConsumedA) Raw Material Consumed
3
Note : 23 Increase /(Decrease) in work in progress, Finished Goods and Stock - in -Trade
Closing Stock of:Finished GoodsWork in Process
Opening Stock of:Finished GoodsWork in Process
51
( in Lacs)
Commission Received -1 Export Duty Credit/Duty Drawback 3118
B) Packing Material Consumed
Opening StockPurchases
Less : Sales Less : Closing StockConsumption
268933
1201
1331
870
3657
261902
1163
-268
895
3520
Note : 25 Finance Cost
A) interest Expenses : Term Loan Working Capital Loans
Vehicle Loan Others (Interest on Inter Corporate Deposits and C&F Deposits net off interest on Bank Deposits)
196
17105
180
1571
B) Other Borrowing Cost Processing Charges 2
333
7
201
Note : 26 Other Expenses
A) Selling & distribution Expenses
29
3
370
5
1
164
329
9
1
393
1
1
185
212
Selling expenses
Advertisement & Publicity-
Business Promotion expenses
Bad Debts written off
Provision for Doubtful Debts
Clearing Forwarding & Freight
Rebates & Discount Allowed
52
B) Contribution to PF and other funds
Contribution to Gratuity Fund
Contribution to PF
ESI Contribution
C) Staff Welfare Expenses
Group Insurance
Other Staff Welfare Expenses
2095
56
95
19
-
17
133
2415
1786
31
81
15
1
19
132
2065
Note : 24 Employees Remuneration & benefitsA) Salary, Wages, Allowances & other Benefits
13 (72)
54Insurance Expenses-Goods- in- Transit
810Handing Expenses
276419Clearing & Forwarding Agents Commission
( in Lacs)
Year ended 31st March 2017
Year ended 31st March 2016
Anglo-French Drugs & Industries Limited
53
Repairs & Maintenance
Building
Plant & Machinery
Others
6
63
15
Security Expenses
Telephone & Telex Charges
Laboratory expenses
Tour & Travelling Expenses
Vehicle Running & Maintenance
ERP Expenses
Sales Tax
Excise Duty
Directors Fee
Trade Marks
84
36
64
4
887
46
8
43
49
3
4
3391
84
29
63
5
924
45
2
42
36
2
3
3370
B) Operating, Administrative & Other expenses
Consumption of Stores and Spares 7 4
Auditors Remuneration
Statutory Audit Fees
Tax Audit Fee
Certification and other matters
10
1
5 16
10
1
4
Charity & Donations
Conveyance Exp.
Electricity & Water
Foreign Exchange Rate Fluctuation on Exp.
Festival & Celebration Expenses
Factory Power & Fuel
Insurance Charges
Job-Work Charges-Manufacturing Service charges
Legal & Professional Fee
Loss on Sale of Fixed Assets
Membership Fee & Subscription
Office & General Exp.
Postage, telegram
Bank Charges
Printing & Stationary
Rent
25
24
34
2
158
10
114
95
-
44
100
15
46
74
138
1
42
28
6
2
181
10
125
63
17
68
89
22
17
101
125
15
2
Rates & Taxes 22 29
3
71
10
( in Lacs)
Year ended 31st March 2017
Year ended 31st March 2016
Sundry balance Written off - -
1. Company overview
Anglo-French Drugs & Industries Ltd was incorporated on 1923. Together with its subsidiary Anglo-French Drugs & Industries Pte Ltd are hereinafter collectively referred to as 'the Group'. The Group is drug manufacturer engaged in the business of development, sale, management and operation of all or any part of Pharmaceutical Products.
2. Significant accounting policies
The accounting policies set out below have been applied consistently to the periods presented in these financial statements.
2.1 Basis of preparation of financial statements
The consolidated financial statements of the Group have been prepared and presented on accrual basis of accounting and complied with the Accounting Standards (“AS”) prescribed under the relevant provisions of the Companies Act, 2013 and other accounting principles generally accepted in India, to the extent applicable.
The consolidated financial statements have been prepared under the historical cost convention on an accrual basis. The accounting policies have been consistently applied by the Group and are consistent with those used in the previous year, except for the change in accounting policy explained below.
All assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013.
2.2 Principles of consolidation
?In accordance with Accounting Standard (AS) 21 - “Consolidated Financial Statements”, the financial statements of the parent company and the subsidiaries have been consolidated, on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses after eliminating intra-group balances / transactions and resulting unrealized profits in full. Unrealized losses resulting from intra-group transactions have also been eliminated in full. The amounts shown in respect of reserves comprise the amount of the relevant reserves as per the balance sheet of the parent company and its share in the post-acquisition increase in the relevant reserves of the subsidiaries.
?The difference between the cost of investment to the holding company, in the subsidiaries, over the net assets at the time of acquisition of shares in the subsidiaries is recognized in the financial statements as Goodwill or Capital Reserve, as the case may be. The holding company's portion of equity in such entities is determined on the basis of the book values of assets and liabilities as per the financial statements of such entities as on the date of investment and if not available, the financial statements for the immediately preceding period adjusted for the effects of significant transactions, up to the date of investment.
?The consolidated financial statements are presented, to the extent possible, in the same format as that adopted by the parent company for its separate financial statements.
?The consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances.
2.3 Going concern
The Company's financial statements have been prepared on a going concern basis which assumes that the company will generate sufficient cash from its operations to pay its debts as and when they fall due and written confirmation have been obtained from the directors and shareholders of the company to provide continued financial support by way of additional support as and when required.
2.4 Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles in India requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities on the date of the financial statements and the reported amounts of income and expenditure during the year reported. Actual results could differ from those estimates. Any revision to accounting estimates is recognized prospectively in the current and future periods.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
54
Anglo-French Drugs & Industries Limited
2.5 Revenue recognition
Revenue from sales of pharmaceutical products is recognized upon passage of title to the customer, which generally coincides with the delivery and acceptance. Revenue represents net invoices value.
2.6 Investments
Investments other than in subsidiary have been accounted as per Accounting Standard (AS) 13 on “Accounting for Investments”. Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long term investments are carried at cost. However, provision for
diminution in value, if any, is made to recognize a decline other than temporary in the value of the investments.
2.7 Fixed assets and depreciation
Tangible fixed assets
Fixed assets are carried at cost of acquisition or construction less accumulated depreciation. The cost of fixed assets includes freight, duties, taxes and other incidental expenses related to the acquisition or construction of the respective assets.
Borrowing costs directly attributable to acquisition or construction of those fixed assets which necessarily take a substantial period of time to get ready for their intended use are capitalised. Other borrowing costs are expensed as incurred.
Depreciation
Depreciation on Tangible Fixed assets is provided on the useful life computed as per Schedule II of the Companies Act, 2013. Pro-rata depreciation is provided on all fixed assets purchased or sold during the year.
Intangible Fixed Assets
Computer software is amortised using straight line method over a period of 5 years, which is estimated by the management to be the useful life of the asset.
2.8 Employee benefits
Defined benefit plan
The Company's gratuity plan is a defined benefit plan. The present value of gratuity obligation under such defined benefit plans is determined based on actuarial valuation carried out by an independent actuary using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measure each unit separately to build up the final obligation. The obligation is measured at the present value of estimated future cash flows. The discount rates used for determining the present value of obligation under defined benefit plans, is based on the market yields on Government securities as at the balance sheet date, having maturity periods approximating to the terms of related obligations. Actuarial gains and losses are recognized immediately in the profit and loss account. Gains or losses on the curtailment or settlement of any defined benefit plan are recognized when the curtailment or settlement occurs.
Other long term benefit
Cost of long term benefits by way of accumulating compensated absences arising during the tenure of service is calculated taking into account the pattern of availment of leave. The present value of obligations towards availment under such long term benefit is determined based on actuarial valuation carried out by an independent actuary using Projected Unit Credit Method as at the year end.The obligation is measured at the present value of estimated future cash flows. The discount rates used for determining the present value of obligation under defined benefit plans, is based on the market yields on Government securities as at the balance sheet date, having maturity periods approximating to the terms of related obligations. Actuarial gains and losses are recognized immediately in the profit and loss account. Gains or losses on the curtailment or settlement of any defined benefit plan are recognized when the curtailment or settlement occurs.
Defined contribution plan
Contributions to the recognized provident fund and approved superannuation schemes, which are defined contribution schemes, are charged to the profit and loss account.
55
2.9 Leases
Leases under which the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Such assets acquired are capitalised at fair value of the asset or present value of the minimum lease payments at the inception of the lease, whichever is lower.
For operating leases, lease payments (excluding cost for services, such as insurance and maintenance) are recognized as an expense in the statement of profit and loss on a straight line basis over the lease term. The lease term is the non- cancellable period for which the lessee has agreed to take on lease the asset together with any further periods for which the lessee has the option to continue the lease of the asset, with or without further payment, which option at the inception of the lease it is reasonably certain that the lessee will exercise.
2.10 Earnings / (loss) per share
The basic earnings / (loss) per share is computed by dividing the net profit / (loss) attributable to equity shareholders for the year by the weighted average number of equity shares outstanding during the year. The number of shares used in computing diluted earnings/ (loss) per share comprises the weighted average shares considered for deriving basic earnings/ (loss) per share and also the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the year, unless they have been issued at a later date. In computing diluted earnings per share, only potential equity shares that are dilutive and which either reduces earnings per share or increase loss per share are included.
2.11 Provisions and contingent liabilities
The Company recognizes a provision when there is a present obligation as a result of a past obligating event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow is remote, no provision or disclosure is made.
Provisions for onerous contracts, i.e. contracts where the expected unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it, are recognized when it is probable that an outflow of resources embodying economic benefits will be required to settle a present obligation as a result of an obligating event, based on a reliable estimate of such obligation.
2.12 Impairment of assets
The Company periodically assesses whether there is any indication that an asset or a group of assets comprising a cash generating unit may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. For an asset or group of assets that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the profit and loss account. If at the balance sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost. An impairment loss is reversed only to the extent that the carrying amount of asset does not exceed the net book value that would have been determined if no impairment loss had been recognized.
2.13 Taxation
Income-tax expense comprises current tax (i.e. amount of tax for the year determined in accordance with the income-tax law) and deferred tax charge or credit (reflecting the tax effects of timing differences between accounting income and taxable income for the year). Deferred tax assets are recognized only to the extent there is reasonable certainty that the assets can be realized in future; however, where there is unabsorbed depreciation or carried forward business loss under taxation laws, deferred tax assets are recognized only if there is a virtual certainty of realisation of such assets. Deferred tax assets/liabilities are reviewed as at each balance sheet date and written down or written-up to reflect the amount that is reasonably/virtually certain (as the case may be) to be realized.
The Company offsets, the current tax assets and liabilities (on a year on year basis), where it has a legally enforceable right and where it intends to settle such assets and liabilities on a net basis.
56
Anglo-French Drugs & Industries Limited
2.14 Inventories
Inventories are carried at the lower of cost and net realisable value. Cost includes all applicable costs incurred in bringing the properties to their present location and condition.
2.15 Foreign exchange transactions
Translation of non integral foreign operation
The company classifies all its foreign operations as “non integral foreign operations”.
The assets and liabilities of an non-integral foreign operation are translated into the reporting currency at the exchange rate prevailing at the reporting date and their statement of profit and loss are translated at the average exchange rates prevailing during the reporting year.
The exchange difference arising on translation are accumulated in the foreign currency translation reserve. On disposal of a non-integral foreign operation, the accumulated foreign currency translation reserve relating to that foreign operation is recognized in the statement of profit and loss.
2.16 Borrowing Cost
Borrowing cost attributable to the acquisition of qualifying assets (ie. The assets that necessarily takes substantial period of time to get ready for the intended use) are added to the cost upto the date when such assets are ready for their intended use. Other borrowing costs are recognized as expenses in the period in which these are incurred. Interest has been apportioned over various projects on the basis of loan amount utilize for each.
2.17 Segment reporting
The Company's operating businesses are organized and managed separately according to the nature of business and services provided, with each segment representing a strategic business unit that offers different products and serves different markets. Common allocable costs are allocated to each segment according to the relative contribution of each segment to the total common costs. General corporate income and expense items are not allocated to any business segment.
2.18 Cash flow statement
Cash flows are prepared using indirect method, whereby net profits/(losses) before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals of accruals of past of future cash receipt or payments. The cash flows from regular operating, investing and financing activities of the Company are segregated.
2.19 Cash and cash equivalents
Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short term investments with an original maturity of three months or less.
2.20
The subsidiary of the Company Anglo-French Drugs & Industries Pte. Ltd. incurred a net loss of Rs.17 Lacs during the year ended March 31, 2017 and, as of that date, the Company's current liabilities exceeded its current assets by Rs. 111 Lacs and its total liabilities exceeded its total assets by Rs.117 Lacs. These factors raises substantial doubt that the said subsidiary Company will be able to continue as a going concern. However, as per the views of auditors of the subsidiary company Anglo- French Drugs & Industries Pte. Ltd.,the Company's financial statements have been prepared on a going concern basis assuming that the Company will generate sufficient cash from its operations to pay its debts as and when they fall due and written confirmation have been obtained from the Directors and Shareholders of the Company to provide continued financial support by way of additional support as and when required.
57
Statement containing salient features of the financial statement of
subsidiaries/associate companies/joint ventures
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of
Companies (Accounts) Rules, 2014)
Part "A": Subsidiaries
FORM NO. AOC - 1
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
58
Sl. No.
Name of the subsidiary
Reporting period for the subsidiary
company's reporting periodConcerned, if different from the holding
Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.
Share capital
Reserves & surplus
Total assets
Total Liabilities
Investments
Turnover
Profit before taxation
Provision for taxation
Profit after taxation
Proposed Dividend
% of shareholding
1
Anglo French Drugs & Industries Pte Ltd
01-04-2016 to 31-03-2017
Exchange Rate 64.84Rs.
2488309
(1,41,90,744)
99,87,130
2,16,89,565
-
94,04,021
17,10,261
-
-
100
:
:
:
:
:
:
:
:
:
:
:
:
:
:
:
-
(Information in respect of each Susidiary presented with amounts in Rs.)
Anglo-French Drugs & Industries Limited
Additional Disclosure as per Schedule III of the Companies Act, 2013
(Amount in lacs)
Name of the entity in the
Net Assets, i.e., total assets minus total liabilities
Share in profit or loss
As % of consolidated net assets
Amount As % of consolidated profit or loss
Amount
ParentAnglo-French Drugs & Industries Ltd.
Subsidiaries
Indian
Foreign - Anglo-French Drugs & Industries Pte Ltd.
1 2 3 4 5
108
Nil
(8)
1667
Nil
(117)
23
Nil
77
5
Nil
17
59