Anmol Industries Limited Annual report 2017-18 y · Anmol services widening palate preferences...

y

Annual report 2017-18Anmol Industries Limited

taste of

Forward-looking statement In this annual report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take informed investment decisions. This report and other statements, written or oral, that we periodically make, contain forward-looking statements that set out anticipated results based on management’s plans and assumptions. We have tried, wherever possible, to identify such statements by using words such as ‘anticipates’, ‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’ and words of similar substance in connection with any discussion relating to future performance of the Company. We cannot guarantee that these forward-looking statements will be realised, although we believe we have been prudent in our assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contents

8 things that set Anmol Industries apart

Milestones

Business strengths

Chairman’s communique

Our macroeconomic optimism

Anmol. Planning to graduate to the next level

Management discussion and analysis

Secretarial report

Financial section

02

04

06

08

18

20

22

27

75

India is the world’s second most populous country.

Anmol Industries Limited is one of India’s most exciting biscuit companies.

Trusted by consumers of all ages, backgrounds, geographies and in comes.

Because the Anmol brand stands for something distinctive.

Taste of joy.

Annual Report 2017-18 l 01

88things

that set Anmol

Industries apart

things that set Anmol

Industries apart

Anmol Industries Limited is one of India’s leading manufacturers of quality biscuits and cakes marketed under the ‘Anmol’ and ‘Mukkund’ brands. Anmol is India’s fourth-largest biscuit brand and fifth-largest cake label.

Anmol comes with a rich 25-year experience of having survived and grown amidst the odds. The company is headed by Mr. Baijnath Choudhary (Chairman Emeritus), Mr. Biswanath Chaudhary (Chairman), Mr. Dilip Kumar Choudhary (Vice Chairman), WMr. Gobindram Choudhary (Managing Director) and Mr. Bimal Kumar Choudhary (Managing Director). The promoters are, in turn, complemented by experienced professionals.

Pedigree

Experience

02 l Anmol Industries Limited

Anmol services widening palate preferences through a diversified product portfolio. This portfolio comprises more than 60 biscuit varieties (crackers, sweet biscuits, health biscuits, cream biscuits and cookies) and more than 25 cake varieties (bar cakes, tiffin cakes, sandwich cakes and cupcakes) across the premium and mass-market categories.

Anmol exports more than 20 biscuit varieties across a number of countries.

Anmol’s products enjoys a quality-assuring certification like ISO 22000:2005. All the Company’s units comply with GMP, GHP, HACCP and Halal regulations, widening their consumer appeal and international acceptability.

The Company enjoys robust financials. The Company’s long-term debt-equity ratio stood at an attractive 0.03:1, validating its cash comfort while ROCE stood at 19.92% in 2017-18

Anmol is headquartered in Kolkata; two manufacturing units are located in Bengal and Uttar Pradesh each while it has one plant in Bihar and Odisha each. Its distribution channel covers 17 states comprising three depots, more than 200 super-stockists and more than 2,500 local distributors. This wide footprint makes it possible for Anmol’s products to be found in ~1.8 million retail outlets across India.

Anmol was recognised at the ET Bengal Corporate Awards in 2015 for being the fastest-growing company in its category; it was felicitated in 2017 for reporting the best financial performance (among companies with revenues >10 billion).

Range

International Quality Robust

Presence Recognition


Milestones

1994

1998

2001

2004

2005

2008

Established first manufacturing unit at Dankuni, West Bengal

Added a second unit to the Dankuni facility

Set up a third unit at Greater Noida, Uttar Pradesh

Acquired a biscuit manufacturing unit in West Bengal

Forayed into the cupcakes, bar cakes and tiffin cakes segment

Started a biscuit manufacturing facility in Ghaziabad, Uttar Pradesh


2010

2011

2014

2015

2017

2018

Increased volumes by 31,500 metric tonnes by operationalising two new ovens at Ghaziabad

Set up a new state-of-the-art facility at Hajipur, Bihar

Received the ‘Emerging Companies’ award in the ‘Outstanding Capital Management’ category from Yes Bank

Commenced production of cookies

Received the ‘Fastest-growing Company above Rs. 10 billion’ award from Economic Times

Established a biscuits production unit at Sambalpur, Odisha

Formed Anmol Industries Limited by combining Anmol Bakers with Anmol Biscuits

Roped in Akshay Kumar as a brand ambassador

Filed draft red herring prospectus with SEBI


Crunchy and competitive.

4Anmol’s status in size in India’s

biscuit sector

17The number of States of

Anmol’s presence

5Anmol’s status in size in

India’s cake sector

>2,500The number of local distributors

marketing Anmol’s products

Business strengths


That’s Anmol Industries for you

60Number of biscuit varieties developed by the company

~1.8

The number (million) of retail outlets pan-India marketing

Anmol products.

25Number of cake varieties

developed by the company

11.6Rs cr, Anmol’s cash and bank

balance as on 31st March 2018.


Chairman’s communique

I AM PLEASED TO PRESENT THE PERFORMANCE OF THE COMPANY FOR 2017-18.

The year under review was a landmark for India as the much-anticipated Goods & Services Tax was implemented from 1st July 2017, marking the beginning of a ‘one-nation-one-tax’ market.

We believe that the introduction of this tax will not only reduce tax-related complications but also ease inter-state product movement, obviating the need to commission warehouses in different pan-India locations.

The GST implementation came at a temporary price. Offtake slowed during the first half of the year under review as trade partners, unsure of the tax rate that would be applied to the product, liquidated their inventories and selected to wait and watch rather than order afresh. This hesitation affected our offtake, revenues and profits. Besides, the after-effects of demonetization continued to affect our business as small traders and retailers reduced their stocking quantum, affecting our sales.

The performance of our company was also affected by the sluggishness of the Indian economy, which grew at 6.7%. During the course of the year, there was an expectation that GST implementation and economic formalization would add 200 bps to the national GDP over time while narrowing the competitive difference between the large players and small.

Besides, India is laying and increased emphasis on Tier-II and -III locations through policies like Smart Cities and Pradhan Mantri Aawas Yojana. Thanks to foreign direct investment, some of these cities are growing at rates considerably higher than the national average with the potential of growing into key growth hubs across the foreseeable future.

I am pleased to state that this optimism is being reflected in a growth in India’s rank. The country climbed 23 places to 77 among 190 countries surveyed in World Bank’s Ease of Doing Business

Our improvement is the result of process streamlining in obtaining a building permit and improved quality controls.

Dear readers


At Anmol, we believe that the consumer preference for quality will only increase. As the buyer becomes more demanding, there will be a premium on investment in best-in-class factory automation leading to enhanced output, superior economies-of-scale and larger customer value.

2019 survey, making it the only country to figure among the top 10 improvers for the second consecutive year. We believe that this improvement is the result of process streamlining in obtaining a building permit and improved building quality controls. Besides, starting a business is being made easier through the consolidation of multiple application forms and GST introduction, while getting electricity is now faster and cheaper. Other reforms comprise strengthening credit access, making it easier to pay taxes and trading across borders.

Key corporate developmentsAt Anmol, we have no doubt that we serve an increasingly millennial consumer population. Our consumers are demanding and receptive to new products, validated by the enthusiastic response received for our newly-launched varieties.

This aspirational population is consuming prominent brands, making a preference

for trusted labels and judiciously selecting aspirational products around a superior price-value proposition.

At Anmol, we are responding proactively to these realities. We have successfully reduced our time-to-market by commissioning manufacturing facilities in key markets to provide fresh products on demand. As an extension, our products (biscuits and cakes) occupy precious and visible shelf-space across ~1.8 million retail outlets, accelerating our offtake and strengthening brand equity.

Our growth blueprintFor the last number of years, Anmol selected to widen and deepen its presence in Eastern India.

During this period, the company achieved critical mass and we believe that the time has come to expand our reach in Southern and Western India to emerge as a pan-India brand. As a preparation for this, we began to seed our products in Andhra Pradesh and Telangana from August 2017. We intend to seed other contiguous states and widen our presence. Besides, we intend to strengthen our exports, which accounted for a mere 0.65% of our revenues in FY2017-18.

At Anmol, we believe that the consumer preference for quality will only increase. As the buyer becomes more demanding, there will be a premium on investment in best-in-class factory automation leading to enhanced output, superior economies-of-scale and larger customer value.

At Anmol, we are complementing our growing manufacturing scale by continuously enriching our product portfolio. We will continue to research emerging taste preferences; we will continue widening our product portfolio (through a bourbon biscuit version segment and vegetarian cake) to catalyse margins growth.

Besides, we intend to develop our Anmol and Mukkund brands through superior promotion on the one hand and through innovative sales schemes addressing our extensive distribution network.

We believe that a complement of scale, presence, portfolio, visibility and schemes will continue to sustain our growth across the foreseeable future.

ConclusionAt Anmol, we also believe that a convergence of various macroeconomic development has brightened our prospects.

The Indian economy grew at 7.1% in the July-September quarter of the current fiscal. At this pace, the economy grew faster than China and retained its position as the world’s fastest-growing major economy, a feature likely to sustain. The IMF, in its latest World Economic Outlook, estimated India’s growth for the current financial year at 7.3% as the economy rebounds from the impact of demonetisation and GST implementation.

The size of the Indian biscuit sector was US$3.9 billion in 2016 and projected to grow at a CAGR of 11.27% to reach US$7.25 billion by 2022. What provides optimism is that India suffers from a per capita biscuit consumption of only 2 kilograms compared to ~10 kilograms in US and UK, indicating that the Indian market is headed for an attractive multi-year growth opportunity.

A prominent global business executive recently tweeted that ‘It is easy to be different but difficult to be better’. At Anmol, we have reconciled these challenges – we try to differentiate by doing continuously better. In view of this, we believe we are positioned at the beginning of an exciting journey during which we expect to enhance value for our stakeholder family.

Biswanath ChoudharyChairman


Our growth journey is the sum of our rich experience, timely strategic decisions, innovative products and a desire to keep learning.


Anmol. Staying close to customer


EARLIER, BISCUITS WERE PRIMARILY SOLD THROUGH THE CONVENTIONAL GENERAL TRADE CHANNELS. GRADUALLY, MODERN TRADE FORMATS EMERGED AND THE RESULT HAS BEEN A WIDER PRODUCT ALLOCATION.

All premium products marked by a smaller number of SKUs are marketed through the modern trade format while the rest of the biscuit portfolio is marketed through the general trade channel.

Success in this challenging business is derived from the ability to efficiently distribute products and make them available whenever and wherever consumers want. There is also a growing emphasis on sophisticated packaging standards that enhance shelf-life, printability and presentability.

Besides, there is a growing premium on being able to address demand coming out of e-commerce. Companies like Anmol are not only expected to address the growing demand for products coming out of conventional brick-and-mortar stores but also address online marketplaces with the objective to enhance purchase convenience, reduce logistic costs and present a wider products bouquet without being constrained by ‘space’. As a future-facing organisation, Anmol is partnering multi-brand outlets like Big Basket, Spencer’s Retail and Reliance Retail with the objective to enhance accessibility.

We believe that a superior distribution is derived from the ability to commission manufacturing facilities

proximate to key markets - Dankuni and Panchghara in West Bengal, Greater Noida and Ghaziabad in Uttar Pradesh, Hajipur in Bihar and Bhubaneswar in Odisha – with the objective to shrink product turnaround time, enhance the delivery of fresh products, procure raw material at a lower cost, replenish shelves with greater speed, moderate logistics costs and enhance the confidence of our trade partners that the company is ‘just round the corner.’

Anmol will progressively focus on Tier-II and -III markets reporting asymmetrical growth, capitalising on being at the right place at the right time with the right products.

This wider and deeper distribution coverage is likely to deepen our competitive advantage and strengthen business sustainability.

Anmol will progressively focus on Tier-II and-III markets reporting asymmetrical growth, capitalising on being at the right place at the right time with the right products.


Anmol. Focusing on value, variety and taste


UNTIL NOT TOO LONG AGO, BISCUITS WERE SEEN AS UTILITARIAN. ONE CONSUMED A BISCUIT ONLY WHEN SPECIFICALLY NEEDED; FEW BISCUIT VARIANTS SUFFICED; VARIETY WAS CONSIDERED NEEDLESS.

Times have changed significantly since. The new millennial generation has been the driver of a vast preference transformation. The result is that this new consumer class seeks biscuits with different tastes, flavours, spices and addressing different times of day. The result: what millenials and new age consumers need are biscuits that are more than just biscuits - healthier gourmet fare for guilt-free indulgence.

Anmol has been a proactive agent of change. Over the years, we have remained relevant through a complement of biscuits and cakes, providing a portfolio comprising >60 varieties of biscuits (crackers, sweet biscuits, health biscuits, cream biscuits and cookies) and >25 varieties of cakes (bar cakes, tiffin cakes, sandwich cakes and cupcakes). The result is that Anmol provides a biscuit for virtually every need, pocket and occasion.

Anmol has also been a sensitive change agent when it comes to timely brand building. Over the years, we have not only created successful products; we have created enduring brands. We are pleased to state that we have successfully created an identity that has extended beyond ‘Anmol’. The result is that our bestsellers now comprise brands like Dream Lite, Butter Bake, Lemon Mazza, Bakers Bix, Veg Munch, Coconutty and Marie Plus, flourishing under our flagship brand.

At Anmol, this rich complement of brands addresses a wide price range. Our products cater to consumers across the value

chain; our SKUs range from H5 to H185 for biscuits and H3 to H10 for cakes (by price) and from 35 grams to 1,500 grams for biscuits and 15 grams to 50 grams for cakes (by weight). The result is that even as we are positioned as aspirational, we have a product for every preference and price.

At Anmol, success is not an immobile target; it is a moving goalpost. We continuously evaluate the appeal of our existing products across quality, taste, nutrition and cost. The result is that we make timely modifications whenever required based on customer feedback, making Anmol the right, relevant and reasonable choice under all circumstances.

At Anmol, success is not an immobile target; it is a moving goalpost. We continuously evaluate the appeal of our existing products across quality, taste, nutrition and cost.


Anmol. Growing faster, spreading wider and digging deeper


AT ANMOL, CUSTOMER DELIGHT REPRESENTS THE BEATING HEART OF OUR DISTINCTIVE BUSINESS MODEL

At Anmol, our objective is to address the widening needs of customers, reach products with speed and evolve varieties in line with changing palate preferences.

Over the years, we have established a national distribution system to reduce turnaround times and shrink the inventory cycle.

What has this got to do with customer satisfaction, one may ask?

The answer: when we reach products faster to consumers, the product generates the same crunch, taste and aroma for which Anmol is respected.

This delivery speed is the result of a distribution network across 17 states comprising three depots, more than 200

super-stockists and more than 2,500 local distributors. This extensive network makes it possible to distribute products with speed to approximately 1.8 million retail outlets (small shops / petty shops, small grocers, convenience stores, supermarkets, hypermarkets, vending machines and e-tailers). The result is that whenever a consumer seeks to buy, our product range is always available.

We will increasingly utilise modern and online trade channels. We are partnering multi-brand outlets like Big Basket, Spencer’s Retail and Reliance Retail. We enrolled products with IRCTC so that they can be marketed by vendors based out of railway stations. Our 470-person sales force grew >20 % over the

year to address our widening footprint.

Our wide network of super-stockists and distributors is supported by a team of dedicated logistics personnel who manage our distribution network and work collaboratively with modern retail outlets.

This extensive network makes it possible for Anmol to always be present on shelves, validating the conviction that ‘Jo dikhta hai woh bikta hai!’

Jo dikhta hai woh bikta hai! “


Our macro-economic optimism

Over the last century, India’s population has grown 4x; China’s population has grown 1.5x

India’s population is more than cumulative population of ~80% countries

India’s population is expected to continue growing grow at 1.1% over five years

India is adding ~15 million people per annum, the largest global increment

India could surpass China as the world’s most populous country by 2024

India’s per capita income grew 8.3% to Rs. 111,782 in FY2017-18

India’s per capita income is expected to grow >2x from here to 2027

India moved up to the 126th position in global GDP per capita (2017)

Growing population Rising incomes


Social changes Sectoral boom Emerging hubs India’s middle-class households is

estimated to increase >4x to 148 million by 2030 (32 million in 2010)

Smaller cities saw a surge of 79% in terms of FDI compared to just 21% in metropolises

Some Tier-II locations have clocked a growth rate of >40% per annum

Sales of luxury goods have increased steadily in Tier-II and III locations over the past three years

Many Tier-II locations have been brought under the ambit of the Smart Cities initiative

The populations of Tier-II and III locations have grown at a faster pace than metros due to lower costs of living

Processed foods accounted for ~32% of India’s food market

The food processing industry contributes ~14% to India’s GDP

India’s per capita food consumption is ~30% of developed economies

The Indian organised packaged foods market is estimated at H2,450 billion and expected to grow at a CAGR of 12% over five years

70% of the packaged foods market in India is organised


Anmol. Planning to

BY PENETRATING DEEPER IN EXISTING MARKETS WHILE ENTERING NEW ONES

BY FOCUSING ON MANUFACTURING PREMIUM PRODUCTS

The India biscuit market is projected to grow at a CAGR of 11.27% to reach US$7.25 billion by 2022. Compared to other fast-moving consumer goods products, biscuit and cookie penetration in urban and rural India is high (94% and 83% respectively). Keeping this product acceptability in mind, we began to market relevant products in Andhra Pradesh and Telangana from August 2017 before venturing into contiguous states.

We intend to boost exports to countries in Asia, Africa, Middle East, Europe and the Caribbean. Since exports accounted for only 0.65% of our total sales in FY2017-18, we foresee a large headroom and prospects of multi-year growth across a number of countries.

We intend to widen our global sales and distribution networks, increasing our offerings across SKUs and concluding marketing arrangements with large local retailers or wholesalers.

The result is that even as Anmol is largely an Indian brand, we intend to widen our presence and emerge as a respected global label across the foreseeable future.

At Anmol, we intend to widen our product portfolio with the objective to address the widening needs of health-conscious consumers.

As consumer preferences evolve, we will continue to launch new products and diversify our product portfolio by creating new varieties of existing product lines and introducing new ones.

We expect to widen our portfolio through timely bourbon biscuit variant launches and vegetarian cakes.

Even as our portfolio comprises premium products (Mellizo Chequered Cookies, Mellizo Butter Cookies, Mellizo Coconut Cookies) and Romanzo, we intend to introduce more premium varieties across both product lines to enhance visibility, recall, revenues and market share.

Over the years, the company also invested in adequate manufacturing capacity At the end of FY2017-18, capacity utilisation of our biscuits and cakes manufacturing infrastructure provided a large headroom to introduce products without expending sizeable capital.

Besides, we believe that we are adequately capitalised from the perspective of manufacturing infrastructure, making it possible to introduce new varieties with speed and at a lower cost, strengthening overall profitability.


graduate to the next level

ANMOL. ENGAGED IN IMPACTFUL MARKETING

ANMOL. USING TECHNOLOGY AS A DIFFERENTIATOR

At Anmol, we believe that a superior brand recall is the most effective sales driver.

Over the years, we have attempted to strengthen this distinctive recall through focused brand-building directed at raising awareness, visibility and consumer pull.

With the objective to enhance recall, we made a decisive investment: we engaged prominent Hindi film icon Akshay Kumar to endorse our brand. We believe that this decision was prompted by the fact that Akshay Kumar enjoys a youthful image, has been picturised in roles addressing family audiences, has been free from controversies across his long career and has been associated with socially relevant films, strengthening his recall as a community builder. We believe that this engagement has already started yielding benefits. Anmol is recognised as the ‘Akshaywala biscuit company’ among consumers, strengthening offtake.

In addition to utilising an effective brand ambassador, we are leveraging social media platforms to build brand loyalty for our Anmol and Mukkund brands. We believe that a widening social media engagement is critical to connect with the millennial population, which accounts for a growing share of today’s opinion building and offtake. This digital presence is complemented by topical print marketing campaigns and sponsorship of prominent events (sporting and corporate) across India.

The scale and spread of our business allow us to focus on branding and promotion. Going forward, we will continue to develop the Anmol and Mukkund brands through effective brand building on the one hand, making it possible to leverage the fullest value of our extensive distribution and new-age sales channels.

At Anmol, we believe that marketing and technology investments go hand in hand – for an important reason.

As disposable incomes rise, food intake widens, aspirations increase and the company’s geographical footprint grows, there is a corresponding need to scale the business through a prudent investment in cutting-edge technologies.

Over the years, we have strengthened our business through a proactive investment in various technologies - automated manufacturing facilities address the need for a larger quantum, quality consistency, optimised costs and streamlined shopfloor efficiency.

Besides, we have invested in back-end softwares that have enhanced our market understanding, branding, business information and cost management. Our SAP enterprise support software has reinforced our real-time business and capital efficiency. Besides, our cutting-edge technology solution empowers our sales team to receive orders directly from customers, strengthening our organisational responsiveness.

The result is that the Anmol of today possesses a stable, scalable and sustainable business model, empowered to address the growing needs of the future.


After registering a GDP growth of over 7% for the third year in succession in 2016-17, the Indian economy headed for somewhat slower growth, estimated to be 6.7% in 2017-18. Even at this lower growth for 2017-18, GDP growth averaged 7.3% for the period from 2014-15 to 2017-18, the highest among major economies. This was achieved on the back of lower inflation, an improved Current Account balance and a reduction in the fiscal deficit-to-GDP ratio. The year under review was marked by various structural reforms being undertaken

by the Central Government. In addition to GST introduction, the year witnessed significant initiatives towards the resolution of problems associated with NPA levels, FDI liberalisation, bank recapitalisation and the privatisation of coal mines. After remaining in the negative territory for a couple of years, export growth rebounded during 2016-17 and strengthened in 2017-18. Foreign exchange reserves rose to US$ 414 billion as on January 2018. (Source: CSO, Economic Survey 2017-18)

Management discussion and analysis

Indian economic overview


OutlookThe World Bank projected India’s economic growth to accelerate to 7.3% in 2018-19 and 7.5% in 2019-20. Strong private consumption and a growth in the services sector are expected to continue supporting economic activity. Private investments are expected to revive as the corporate sector adjusts to the GST. Over the medium-term, the introduction of the GST is expected

to catalyse economic activity and fiscal sustainability by reducing the cost of tax compliance drawing informal activity into the formal sector and expanding the tax base. The recapitalisation package for public sector banks announced by the Government of India is expected to resolve banking sector balance sheets, enhance credit to the private sector and spur investment inflows. (Source: IMF, World Bank)

After registering a GDP growth of over 7% for the third year in succession in 2016-17, the Indian economy headed for somewhat slower growth, estimated to be 6.7% in 2017-18.

Fast-moving consumer goods (FMCG) sector is the fourth-largest sector in the Indian economy with household and personal care accounting for 50% of FMCG sales in India. Growing awareness, easier access and changing lifestyles have been the key growth drivers for the sector. The urban sector (accounting for a revenue share of ~40%) is the largest contributor to the overall revenue generated by the FMCG sector in India and recorded a market size of around US$ 52.75 billion in FY18. (Source: IBEF)

Indian packaged food marketThe total packaged food market size

was ~Rs. 3,500 billion in 2017 with the

organised sector having a share of ~70%

(Rs. 2,450 billion) and unorganised ~30%

(Rs. 1,050 billion). In the last seven to eight

years, preference for established brands

of packaged food products has increased,

increasing the share of the organised

market as well. India is the third largest

producer of biscuits in the world. However,

the per capita consumption of biscuit

in India is ~2 kilograms per person as

compared to 10 kilograms in the US, the UK

and other European countries. The exports

experienced a gradual increase of about 5%

between FY14 to FY16. However, exports

decreased by about 2% from FY16 to FY17

as demonetisation impacted domestic

manufacturing for a brief period. However,

with manufacturing gaining pace, the

exports are expected to increase in near

future. Key export destinations include the

US, Tanzania, Haiti, Yemen, Congo, Angola,

and the UAE, among others.

(Source: Frost & Sullivan Analysis, IBEF)

Indian fast-moving consumer goods (FMCG) market

GST impact: Before the implementation of GST, biscuits priced below Rs. 100 per kilogram were exempt from paying excise duty and were taxed at a rate of ~14% while the ones priced above Rs. 100 per kilogram had to pay taxes at a rate of 22%-24 %. The GST Council kept biscuits at 18% tax slab under the GST. Advertising strategy: Biscuits, being a

nominal decision-making category, relies heavily on advertising and promotions to drive sales. Material sourcing: With bulk purchasing

models offering only limited benefits, inventory costs were spiraling. Hence, companies have started to opt for buying smaller consignments at frequent intervals, thereby reducing working capital requirements and interest costs. Inventory management: The erstwhile

practice of production planning based on sales forecast analyses resulted in delayed deliveries to retailers. This practice has been replaced with the maintenance of a minimum stock level at warehouses. This has also brought down the working capital

held up in the warehouse in the form of finished goods by reducing warehousing stock by ~30%. Growing premiumisation: Despite

consumers cutting back on most discretionary segments, premium biscuits are growing at a faster pace, although on a small base. The premium biscuit market accounts for ~22% of the overall biscuit market and was valued at about Rs. 50 billion in 2017 and is expected to grow at a CAGR of ~7% to reach 70 billion by 2022. Unorganised players: Lately, many

Emerging trends


unorganised bakers have started baking at their homes and selling products at a profit. However, these bakeries hold sway in particular localities, whereas packaged

cakes have longer shelf lives and find healthy demand across India. E-retailing boom: The rising number of

bakery chains and the steady escalation

in the industry size has led to bakeries offering online portals for selling their bakery products.

Disposable incomes: Per capita personal disposable incomes in India have surged from Rs. 73,476 in FY2011-12 to Rs.119, 296 in FY2016-17 at a CAGR of 10.2%. Consumer expenditure in emerging cities is rising at ~14% thanks to rising affluence and changing lifestyles. Rapid urbanisation: The transition

from rural to urban areas has led to an increase in the demand for goods (owing to higher income and ever-expanding

needs). Organised retailers are ensuring the availability of varied products at various price ranges to match the needs of the ‘common man’. Health consciousness: Introduction of

healthy, sugar-free, digestive and multigrain biscuits is catalysing market growth. Low consumption: Although India is

the third-largest producer of biscuits in the world, the per capita consumption of

biscuit in India is ~2 kilograms compared to 10 kilograms in the US, ~11 kilograms in Italy and ~12 kilograms in the UK. Premium products: Major biscuit brands

are introducing premium categories in the market in order to expand consumer bases and maximise margins. The cakes and pastries segment is one of the fastest-growing in the organised HoReCa (hotels, restaurants and catering) sector.

Increasing costs: Increasing raw material prices serves as a major bottleneck in the growth of the Indian biscuit market. Erratic weather patterns adversely affect wheat production, which, in turn, increases product prices. The recent governmental proposals to revise the MSPs of wheat and sugar are expected to impact the pricing of biscuits. Also, fuel price has a direct correlation with the production cost of the biscuits. Hence, continuous increase in fuel price has a negative impact on the biscuit market growth. GST rollout: The GST Council has kept

biscuits under the 18% tax slab under the GST, forcing manufacturers to increase prices. Manufacturers are demanding a lower GST rate on biscuits and related products saying it is a mass consumption food product and similar products are subject to lower tax rate. For the cake segment, the imposition of an 18% GST rate against the earlier 5%, adversely affected sales. To make matters worse, egg prices jumped by >50% inflating the cost of production of cakes and pastries. Distribution challenges: Lack of

warehousing and transportation facilities especially in the rural areas deters manufacturers to roll out large consignments.

Alternative snacks: Over the last few years, packaged foods have provided a variety of snacking options to consumers, especially among kids and the youth. Stringent regulations: The Central

Government has passed stringent regulations for packaging and labeling of products, increasing costs for manufacturers.

OutlookThe retail market in India is estimated to reach US$ 1.1 trillion by 2020 from US$ 840 billion in 2017, with modern trade expected to grow at 20-25% per annum, which is likely to boost revenues of FMCG companies. Rural consumption has increased, led by a combination of increasing incomes and higher aspiration levels; there is an increased demand for branded products in rural India. The rural FMCG market in India is expected to grow at a CAGR of 14.6%, and reach US$ 220 billion by 2025 from US$ 29.4 billion in 2016. In FY18, FMCG’s rural segment contributed an estimated 10% of the total income and it is forecasted to contribute 15-16% in FY19. On the other hand, with the share of unorganised market in the FMCG sector falling, the organised sector growth is expected to rise with an increased level of brand consciousness, also

augmented by the growth in modern retail. Another major factor propelling the demand for food services in India is the growing youth population, primarily in the country’s urban regions. India has a large base of young consumers who form the majority of the workforce and due to time constraints, barely get time for cooking. Online portals are expected to play a key role for companies trying to enter the hinterlands. The internet has contributed in a big way, facilitating a cheaper and more convenient means to increase a company’s reach. It is estimated that 40% of all FMCG purchases in India will be online by 2020, making it a US$ 5-6 billion business opportunity. By the year 2025, e-commerce would contribute around 10-15% sales of few categories in the FMCG sector. (Source: IBEF)

Demand drivers

Challenges

The retail market in India is estimated to reach US$ 1.1 trillion by 2020 from US$ 840 billion in 2017, with modern trade expected to grow at 20-25% per annum, which is likely to boost revenues of FMCG companies.


Risk management

1

2

3

4

5

The Company’s products are marketed across categories and price

points, creating a compelling value proposition for its consumers.

Moreover, a sizeable portion of the Company’s revenues are

derived from Tier-II and III centres and rural markets.

The Company’s products are marketed across categories and price

points, creating a compelling value proposition for its consumers.

Moreover, a sizeable portion of the Company’s revenues are

derived from Tier-II and III centres and rural markets.

The Company has brought about a 360-degree change in

brand identity, replete with new logos and product packaging.

Moreover, the decision to engage Akshay Kumar as a brand

ambassador has enhanced the Company’s visibility.

The Company has forged strong relationship with its raw material

suppliers. The result: despite an increase in raw material prices,

Anmol’s EBITDA margin stood at 14.44 % during FY2017-18.

The Company has manufacturing facilities located in strategically

advantageous places, allowing it cater to key markets without

incurring high logistics costs and helping deliver fresh stocks

quicker.

Mitigation strategy

Mitigation strategy

Mitigation strategy

Mitigation strategy

Mitigation strategy

A sectoral slowdown might adversely impact the Company.

Deviation from quality standards might hamper the Company’s’ reputation.

An inability to ensure top-of-the-mind recall might prove detrimental.

Rising raw material costs might threaten margins and profitability.

Any underlying inefficiency in manufacturing processes would directly lead to a loss in market share.

Economic risk

Quality risk

Awareness risk

Procurement risk

Strategic risk


Statements in the management discussion and analysis section describing the Company’s objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those

either expressed or implied. Important factors that could make a difference to the Company’s operation include demand-supply dynamics, variation in prices of raw materials, changes in governmental regulations, taxation regimes, macroeconomic developments and other incidental factors.

Disclaimer

The organisation believes that its competitive advantage lies within its people. The Company’s people bring to the table multi-sectoral experience, technological know-how and domain expertise. Anmol Industries Limited’s culture is rooted in its ability to break

age-old sectoral norms to enhance its competitiveness. The Company always takes decisions which are aligned with the professional and personal goals of employees, improving the work-life balance and sense of pride in the organisation.

Industrial relations during FY2017-18 remained cordial. The Board of Directors wish to express its appreciation of the

services rendered by the employees of the Company during the fiscal gone by.

The internal control framework is designed to ensure proper safeguarding of assets, maintaining proper accounting records and providing reliable financial information and other data. This system is supplemented by internal audit, reviews by the management and documented policies, guidelines and procedures. The Company has a well-defined organisational structure, authority levels, internal rules and guidelines for conducting the business transactions. The Company intends to undertake further measures as necessary in line with its intent to adhere to

procedures, guidelines and regulations as applicable in a transparent manner. The internal audit committee evaluates the functioning and quality of internal controls and provides assurance of its adequacy and effectiveness through periodic reporting. Internal audit is carried out as per risk based internal audit plan which is reviewed by the audit committee of the Company. The committee periodically reviews the findings and suggestions for the improvement and is apprised on the implementation status in respect of the actionable items.

Human resources

Industrial relations

Internal control systems and their adequacy


SecretarialReport



NOTICENotice is hereby given that the 9th Annual General Meeting of Anmol Industries Limited will be held at its registered office at 229, A.J.C. Bose Road, Crescent Tower, 3rd Floor, Unit 3A, 3B, 3C & 3D, Kolkata- 700020, West Bengal, on Monday, the 10th day of September, 2018 at 11:00 a.m. to transact the following business:

ORDINARY BUSINESS:1. To receive, consider and adopt the Audited Financial

Statements of the Company for the financial year ended March

31, 2018 and the Reports of the Board of Directors and Auditors’

thereon.

2. To declare a dividend on equity shares for the financial year

ended March 31, 2018 and in this regard, pass the following

resolution as an Ordinary Resolution:

“RESOLVED THAT a dividend at the rate of H1.25 per equity

share on the face value of H10/- each be and is hereby declared

for the financial year ended March 31, 2018 and the same

be paid as recommended by the Board of Directors of the

Company, out of the profits of the Company for the financial

year ended March 31, 2018.”

3. To appoint Mr. Dilip Kumar Choudhary (DIN-00331211), who

retires by rotation and being eligible, offers himself for re-

appointment as a Director and in this regard, to pass the

following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152

of the Companies Act, 2013, Mr. Dilip Kumar Choudhary (DIN-

00331211), who retires by rotation at this meeting and being

eligible has offered himself for re-appointment, be and is

hereby reappointed as a Director of the Company, liable to

retire by rotation.”

4. To appoint Mr. Biswanath Choudhary (DIN-00331136), who

retires by rotation and being eligible, offers himself for re-

appointment as a Director and in this regard, to pass the

following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152

of the Companies Act, 2013, Mr. Biswanath Choudhary (DIN-

00331136), who retires by rotation at this meeting and being

eligible has offered himself for re-appointment, be and is

hereby reappointed as a Director of the Company, liable to

retire by rotation.”

SPECIAL BUSINESS:5. To regularise the appointment of Mr. Debanjan Mandal as an

Independent 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 the provisions of Sections 149,

152, 160, Schedule IV of the Companies Act, 2013 (“the Act”)

and the Rules made thereunder read with Schedule IV to the

Act and other applicable provisions, if any and the Articles

of Association of the Company, Mr. Debanjan Mandal (DIN:

00469622), who was appointed as an Additional Director by the

Board of Directors of the Company w.e.f. 23.04.2018, be and is

hereby appointed as an Independent Director of the Company,

not liable to retire by rotation, for a period of five years.”

6. To approve payment of Commission to the Independent

Directors:

To consider and if thought fit to pass with or without

modification(s) the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of section 197

and other applicable provisions, if any, of the Companies Act,

2013 (Act), as amended from time to time, a sum not exceeding

one percent per annum of the net profits of the Company

calculated in accordance with the provisions of section 198 of

the Act, be paid to and distributed amongst the Independent

Directors of the Company or some or any of them (other than

the Managing Director and Whole-time Directors) in such

amounts or proportions and in such manner as described in

the explanatory statement to this notice and in all respects as

may be directed by the Board of Directors and such payments

shall be made in respect of the profits of the Company for each

financial year, for a period of five years, commencing April 1,

2018.”

By Order of the Board

For Anmol Industries LimitedDate : 17.08.2018

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

Crescent Tower, 3rd Floor, Brundaban BeheraUnit No.3A, 3B, 3C & 3D Company Secretary

Kolkata - 700020 Membership No. A22294


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

2013 (the “Act”) relating to the special business to be transacted

at the Annual General Meeting (the “AGM”) is annexed hereto.

2. A member entitled to attend and vote is entitled to appoint

a proxy, or, where that is allowed, one or more proxies, to

attend and vote instead of himself, and that a proxy need not

be a member. Proxies, to be effective, must be received by the

Company not less than 48 hours before the meeting.

3. Pursuant to provisions of Section 105 of the Companies Act,

2013, read with the applicable rules thereon, a person can act as

a proxy on behalf of members not exceeding fifty and holding

in the aggregate not more than ten percent of the total share

capital of the Company carrying voting rights, may appoint a

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

member.

4. Corporate members intending to send their authorized

representatives to attend the meeting are requested to send

to the Company a certified copy of the Board resolution

authorizing their representative to attend and vote on their

behalf at the meeting.

5. Only bona-fide members of the Company whose names appear

on the Register of Members/Proxy holders, in possession of

valid attendance slips duly filled and signed will be permitted

to attend the meeting. The Company reserves its right to take

all steps as may be deemed necessary to restrict non-members

from attending the meeting.

6. Members are requested to bring their copies of Annual Report

to the Meeting. In order to enable us to register your attendance

at the venue of the Annual General Meeting, members are

requested to please bring their folio number to enable us to

provide a duly filled attendance slip for your signature and

participation at the meeting.

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

holder who is higher in the order of names will be entitled to

vote.

8. Pursuant to Section 101 and Section 136 of the Companies

Act, 2013 read with relevant Companies (Management and

Administration Rules), 2014, companies can serve Annual

Reports and other communications through electronic mode to

those members who have registered their e-mail address with

the Company. Members of the Company, who have registered

their email-address, are entitled to receive such communication

in physical form upon request.

9. All documents referred to in the accompanying Notice and

the Explanatory Statement shall be open for inspection at the

registered office of the Company during business hours except

on holidays, up to and including the date of the Annual General

Meeting of the Company.

10. Details of Directors seeking appointment/re-appointment at

the Annual General Meeting of the Company to be held on

10.09.2018 and are provided in the Ordinary Business of this

Notice.

11. The Register of Members will remain close from 06.09.2018 to

10.09.2018 (both dates inclusive).

12. The dividend on equity shares as recommended by the Board

of Directors, if declared at the meeting, will be paid after the

meeting to:

i. all those equity shareholders, whose names appear in the

Register of Members as on September 5, 2018; and

ii. those whose names appear as beneficial owners as on

September 5, 2018 as furnished by the National Securities

Depository Limited and Central Depository Services (India)

Limited for the purpose.

13. The Explanatory Statement pursuant to Section 102 of the

Companies Act, 2013 setting out material facts is annexed

hereto.

NOTES:


ITEM NO.5:

APPOINTMENT OF MR. DEBANJAN MANDAL:In accordance with the provisions of Section 149 read with Schedule

IV to the Act, appointment of an Independent Director requires

approval of members. Based on the recommendation of the

Nomination and Remuneration Committee, the Board of Directors

has proposed that Mr. Debanjan Mandal, be appointed as an

Independent Director on the Board of the Company. Mr. Debanjan

Mandal was appointed as the Additional Director (independent

Category) of the Company vide the Board of Directors meeting

held on 23.04.2018 whose tenure will be ended at the 9th Annual

General Meeting. The appointment of Mr. Debanjan Mandal, shall

be effective upon approval by the members in the Meeting. The

Company has received a notice in writing from a member along

with the deposit of requisite amount under Section 160 of the Act

proposing the candidature of Mr. Debanjan Mandal for the office of

Director of the Company. Mr. Debanjan Mandal is not disqualified

from being appointed as a Director in terms of Section 164 of the

Act and has given his consent to act as a Director. The Company has

received a declaration from Mr. Debanjan Mandal that he meets the

criteria of independence as prescribed both under sub-section (6)

of Section 149 of the Act. In the opinion of the Board, Mr. Debanjan

Mandal fulfils the conditions for his appointment as an Independent

Director as specified in the Act. Mr. Debanjan Mandal is independent

of the management and possesses appropriate skills, experience

and knowledge. The details of the proposed director is as under:

Name of the Director Debanjan Mandal

Age 45 years

Qualification He holds a bachelor’s degree in law from the University of Burdwan and was enrolled

as an advocate with the Bar Council of West Bengal in 1999.

Brief Profile & Management He has over 18 years of experience in the field of corporate and commercial laws,

banking and finance, real estate, infrastructure, succession and trusts, dispute

resolution, mergers and acquisitions, private equity and venture capital. He is a Lawyer

and Partner of Fox & Mandal, Kolkata.

Relationship with other Directors and KMPs Not related to the Directors and KMPs.

Board Membership of other companies 1. Century Plywoods (India) Limited

2. Industrial and Prudential Investment Company Limited

3. Keventer Agro Limited

4. Edward Food Research & Analysis Centre Limited

5. Fox & Mandal Consultancy Solutions Private Limited

6. Apeejay Surrendra Park Hotels Limited

7. Indian Chamber of Commerce Calcutta

8. Apeejay Tea Limited

Number of shares held in the Company Nil

Copy of draft letter of appointment of Mr. Debanjan Mandal setting

out the terms and conditions of appointment is available for

inspection by the members at the registered office of the Company.

Interest of Directors and KMP:None of the other Directors and Key Managerial Personnel of the

Company and their relatives are concerned or interested, financially

or otherwise, in the passing of the resolution, except Mr. Debanjan

Mandal.

The Board commends the Ordinary Resolution set out at Item No. 5

of the Notice for approval by the members.

ITEM NO.6:

PAYMENT OF COMMISSION TO THE INDEPENDENT DIRECTORSThe Non-Executive, Independent Directors of the company bring

with them significant professional expertise and experience across

areas such as in Banking, Finance, Taxation, legal, sales & marketing,

corporate strategy etc. The Board is of the view that it is necessary

that adequate compensation be given to the Independent

Directors so as to compensate them for their time and efforts. As

per the provisions of Section 197 (1) (ii) of the Companies Act, 2013,

remuneration by way of commission upto 1% of the net profits of

the company in any financial year may be paid to Directors other

EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013

The following explanatory statement, as required under Section 102 of the Companies Act, 2013, sets out all material facts

relating to special businesses mentioned in the accompanying notice for convening the AGM of the Company.


than Wholetime Directors and Managing Director with the approval

of shareholders. Hence, the Board of Directors of your Company

proposed that, the Independent Directors be individually paid, from

the financial years commencing April 1, 2018, a commission not

exceeding H2,50,000/- per annum (all together not exceeding 1%

of the Net profit calculated as per the section 198 of the Companies

Act, 2013) apart from the sitting fees payable to them for attending

the Board Meeting and Committee Meeting. This remuneration will

be distributed amongst all or some of the Independent Directors in

accordance with the directions given by the Board.

Interest of Directors and KMP:All the Independent Directors of the Company are concerned or

interested financially in the resolution. Except them, none of the

other Directors and Key Managerial Personnel of the Company and

their relatives are concerned or interested, financially or otherwise.

The Board recommends the Resolution set forth in Item No. 6 above

for approval of the shareholders.

By Order of the Board

For Anmol Industries LimitedDate : 17.08.2018

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

Crescent Tower, 3rd Floor, Brundaban BeheraUnit No.3A, 3B, 3C & 3D Company Secretary

Kolkata - 700020 Membership No. A22294


During the year under review, your Company recorded net

operational revenues of H1,13,413.04 Lakhs compared to

H1,23,633.04 Lakhs in 2016-17. The decline in operational revenue

was mainly due to the effect of the implementation of the GST and

the lingering impact of the demonetisation initiative undertaken

by the Government of India. However, your Board of Directors is

hopeful of demand surging for its products in the current financial

year. Operational profit i.e., EBIDTA is H16,318.59 Lakhs during the FY

2017-18 as compared to the H14,005.98 Lakhs in the previous year.

Your Company has achieved a profit before tax of H12,529.19 Lakhs

as compared to H10,995.67 Lakhs in previous year and a net profit of

H8,235.55 Lakhs compared to H7,168.96 Lakhs in FY 2016-17.

During the year under review, India Ratings & Research (IND-Ra)

maintained your Company’s long-term issuer rating at IND A+/

Stable.

With a strengthening economy, increasing disposable incomes and

deeper penetration of biscuits and other bakery products in the

rural markets, your Company is well-positioned to capitalise on the

opportunities thanks to its robust product portfolio and logistical

strengths.

First Time Adoption of IND ASThe Ministry of Corporate Affairs vide its notification dated 16th

February 2015, had notified the Indian Accounting Standards (Ind

AS) applicable for certain classes of Companies. Ind AS has replaced

the existing Indian GAAP prescribed under section 133 of the

Companies Act, 2013 (“the Act”) read with rule 7 of the Companies

(Accounts) Rules, 2014, as amended. Accordingly the Financial

Statements for the year ended 31st March 2018 and 31st March

2017 including the balance sheet as at the transition date of 1st

April 2016 have been presented in accordance with Ind AS. The

reconciliations and descriptions of the effect of the transition from

previous GAAP to Ind AS have been set out in the note 59 of the

financial statements.

DIRECTORS’ REPORT

To

The members,

Your Directors have the pleasure of presenting the 9th Annual Report together with the audited financial statements of your Company for

the financial year ended 31st March, 2018.

(A) FINANCIAL RESULTS AND PERFORMANCE REVIEWFinancial results Amount (H Lakhs)

Particulars F. Y. 2017-2018 F. Y. 2016-2017

Revenue from operations 1,13,413.04 1,23,633.04

Other income 361.66 446.96

Total revenue 1,13,774.70 1,24,080.00

Profit before finance charges, tax, depreciation/amortization (EBITDA) 16,318.59 14,005.98

Less: depreciation and amortization expenses 2,875.98 2,194.37

Less: finance cost 913.42 815.94

PBT from Continuing Operation 12,529.19 10,995.67

Less: Exceptional Items - 2,041.88

Less: provisions for tax 4,293.64 2,908.07

PAT from Continuing Operation 8,235.55 6,045.72

Profit from discontinued Operation - 1,123.24

Profit for the Year 8,235.55 7,168.96

Other Comprehensive Income 23.18 23.34

Total Comprehensive Income for the Year 8,258.73 7,192.30


Industry OutlookWith changing lifestyles and rising disposable incomes, the food

products market in India has seen substantial investments being

made. According to the Ministry of Commerce and Industry, the

Indian organised packaged foods market is estimated at H2,450

billion and is expected to grow at CAGR of 12% in the next five year.

According to the Department of Industrial Policies and Promotion,

the food processing sector in India received around US$ 727 million

worth of FDI during FY2016-17. This is expected to increase in the

coming year with the FDI policies being liberalized.

India’s population is expected to continue to grow at a stable rate of

1.1% over the next five year. The share of young people in the total

population — 63% in 2016 — is of crucial importance and highlights

an enormous potential for growth as the youth population is the

primary demand driver for food items in general and packaged food

items in particular.

The Indian bakery industry is one of the most important segments in

the country’s processed food industry. The bakery market is mainly

segmented into various categories like bread, biscuits, pastries,

cakes, buns and rusks.

Biscuits are one of the dominant segments of the Indian bakery

market, accounting for a 35% market share. The market was valued

at H230 billion in 2017, growing at a CAGR of 9% between 2010 and

2017. Looking ahead, it is expected to reach H340 billion by 2022,

growing at a CAGR of 8.2% between 2019 and 2022.

The cakes and pastries segment has the third-highest share in the

overall bakery market in India with 12.2% share in 2017. The cakes

and pastries market has grown at a CAGR of 16.8% from 2010 to

2017 to reach H51,285 million from H17,420 million. Furthermore, it

is expected to reach H106,800 million by 2022 growing at a CAGR of

15.1% between 2019 and 2022.

Your Company’s diversified product portfolio contains more than

60 varieties of biscuits under categories such as cracker, sweet

biscuits, health biscuits, cream biscuits and cookies; and more than

25 varieties of cakes under bar cakes, tiffin cakes, sandwich cakes

and cupcakes. Such a wide portfolio ensures your Company is able

to cater to a wide range of taste preferences across premium and

mass segments.

The Company has established an extensive distribution network

across 17 states in India comprising three depots, more than 200

super-stockists, who in turn sell our products to more than 2,500

local distributors. Your Company’s products are sold in more than

1.8 million retail outlets across the country.

The convergence of the aforementioned factor has brightened the

Company’s long-term prospects already.

Goods and Service Tax (GST)The Goods and Services Tax (GST) is a landmark reform which is

expected to have a lasting impact on the economy. Implementation

of a well-designed GST model that applies to the widest possible

base at a low rate can provide stimulus to the business and

contribute to the Hon'ble Prime Minister's mission of 'Make in India”.

Your Company has successfully implemented and migrated to GST

with effect from 1 July 2017. Changes have been made across IT

systems and supply chain operations, keeping in mind the sweeping

changes that GST has brought about.

Transfer to Reserves:The Company has transferred H1,000.00 Lakhs to the General

Reserve out of amount available for appropriations.

Dividend:Your Board recommended a final dividend of H1.25 per share for

the financial year ended on 31.03.2018. The said recommendation

is subject to the approval of the shareholders in the ensuing Annual

General Meeting. During the year under review the Board of Director

of the Company had not declared any interim dividend.

Initial Public Offer:Your Company has filed the Draft Red Herring Prospectus (DRHP)

dated 19.06.2018 with the Securities Exchange Board of India (SEBI),

National Stock Exchange (NSE) and Bombay Stock Exchange (BSE).

Your Company is waiting for the necessary approvals from the

aforementioned statutory authorities.

Share Capital:a. Authorizsed share capitalThe authorised share capital of the Company has been changed

from H43,00,00,000/- (Rupees Forty three crore only) divided into

4,30,00,000 equity shares @ H10/- each to H70,00,00,000/- (Rupees

seventy crore only) divided into 7,00,00,000 equity shares @ H10/-

each. The increase of authorised share capital was made due to the

issue of bonus shares to the existing shareholders of the Company

as on 24.02.2018.

b. Paid-up share capitalSimilarly, the paid-up equity share capital of the Company has

been changed from H12,35,77,080/- (Rupees Twelve crore thirty five

lakhs seventy seven thousand eighty only) divided into 1,23,57,708

equity shares @ H10/- each to H61,78,85,400/- (Rupees Sixty one

crore seventy eight lakhs eighty five thousand and four hundred

only) divided into 6,17,88,540 equity shares @ H10/- each due to

the allotment of Bonus shares to the existing shareholders of the

Company at a ratio of 4:1.


Deposit from publicYour Company has not accepted any deposits under Chapter V of

the Companies Act, 2013.

Subsidiaries, associates and joint venturesYour Company has no subsidiaries, associates and joint ventures.

Operational review and the state of the Company’s affairsThe details on operational review and the state of Company’s affairs

are provided in the Management’s Discussion and Analysis report

forming part of this Annual Report as ‘Annexure B.’

(B) CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:Details of energy conservation, technology absorption, foreign

exchange earnings and outgo in accordance with the provisions of

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

the Companies (Accounts) Rules, 2014 are given as ‘Annexure A’ to

this Report.

(C) DIRECTORS AND KEY MANAGERIAL PERSONNEL

DirectorsMr. Biswanath Choudhary and Mr. Dilip Kumar Choudhary, retiring

by rotation at the ensuing Annual General Meeting, are eligible for

reappointment.

During the year under review, Mr. Bimal Kumar Choudhary, Mr.

Gobind Ram Choudhary were appointed as Managing Director and

Mr. Biswanath Choudhary and Mr. Dilip Kumar Choudhary were

appointed as Whole-Time Director with effect from 19.05.2017. Mrs.

Mamta Binani, Mr. Sumit Malhotra, Mr. Sunil Kumar Agarwal and Mr.

Debanjan Mandal are the Independent Directors of the Company.

The brief profiles of all the directors of the Company are given in the

Corporate Governance report and marked as ‘Annexure C’.

Mr. Debanjan Mandal had been appointed as the Additional Director

(independent category) of the Company with effect from 23rd

April 2018 and will hold the office till the ensuing Annual General

Meeting of the Company. However, he has conveyed his willingness

to be one of the Director of the Company, if re-appointed. Hence

the Board request the members to pass the resolution for his re-

appointment as an Independent Director for a period of five year at

the ensuing Annual General Meeting.

During the year under review, Mr. Vikash Choudhary, Mr. Deepak

Choudhary, Mr. Ankit Choudhary, Mr. Pawan Kumar Agarwal and

Mr. Pranab Kumar Maity resigned from being Directors of the

Company.

The Board of Directors places on record its appreciation for their

valuable contribution during their tenure with the Company.

Declaration from Independent DirectorsAll Independent Directors have given declarations under the Section

149(7) of the Companies Act, 2013, indicating that they meet the

criteria of Independence as laid down under Section 149(6) of the

Companies Act.

Annual board evaluation and familiarization programmeAt the time of appointing a Director, an appointment letter is

given to him/her, which inter alia, explains the roles, functions,

duties and responsibilities expected from him/her as a Director of

the Company. The Director is also explained in detail the various

compliances required from him/her as a Director under the various

provisions of the Companies Act, 2013 and such other rules and

regulations. The Directors are also updated about the financials of

the Company and new product launches. During the financial year

under review, your Company organised familiarisation programmes

for the directors. The details of such familiarisation programmes for

Independent Directors may be accessed on the Company’s website:

http://www.anmolindustries.com/wp-content/uploads/2018/05/

Familiarization_Programme.pdf

Board EvaluationPursuant to the provisions of Section 178 of the Companies Act, 2013,

the Board has carried out an evaluation of its own performance, the

performance of the individual Directors as well as the workings of

its Audit, Nomination and Remuneration Committees. The manner

in which the evaluation has been carried out has been explained in

Nomination & Remuneration Policy of the Corporate Governance

Report. Further the Independent Directors of the Company met

on 17.08.2018 to review the performance of the Board as a whole,

details of the separate meetings of Independent Directors are given

in the Corporate Governance report.

Remuneration policyThe Board has framed a policy for selection and appointment

of Directors Senior Management and their remuneration. The

remuneration policy is stated in the Corporate Governance report

and also has been posted on the Company’s website: http://www.

anmolindustries.com/wp-content/uploads/2018/05/NRC_Policy.

pdf

MeetingsDuring the year under review, eight Board Meetings and Six Audit

Committee Meetings were convened and held. Details of the

meetings convened are given in the Corporate Governance Report.


The intervening gap between the meetings was within the period

prescribed under the Companies Act, 2013 and such Other Rules

and regulations.

Board DiversityThe company recognizes and embraces the importance of a

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

will leverage differences in thoughts, prospective, knowledge,

skill, regional and industry experience, cultural and geographical

background, age, ethnicity, race and gender, which will help us

retain our competitive advantage. The Board has adopted the Board

Diversity System which sets out the approach to diversity of the

Board of Directors.

Key managerial personnelDuring the year under review, Mr. Poonam Chandra Tibrewal and

Mr. Brundaban Behera were appointed on 21.04.2017 as Chief

Financial Officer and Company Secretary, respectively. Furthermore,

the Board of Directors re-designated the Company Secretary as the

Compliance Officer of the Company with effect from 24.02.2018.

PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES:The particulars of remuneration under Rule 5(2) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules,

2014 are as under:

(a) If employed throughout the Financial year, was in receipt of

remuneration for that year which, in the aggregate, was not

less than sixty lakh rupees: (a) Mr. Bimal Kumar Choudhary,

Managing Director; Mr. Biswanath Choudhary, Whole-time

Director; Mr. Dilip Kumar Choudhary, Whole-time Directors,

Mr. Gobind Ram Choudhary, Managing Director and (b) Mr.

Deepak Choudhary, Mr. Sunil Choudhary, Mr. Ankit Choudhary

and Mr. Vikash Choudhary, Mr. Aman Choudhary.

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

remuneration for any part of that year, at a rate which, in the

aggregate, was not less than five lakh rupees per month: Mr.

Baijnath Choudhary – Chairman Emeritus,

(c) If employed throughout the financial year or part thereof, was

in receipt of remuneration in that year which, in the aggregate,

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

excess of that drawn by the Managing Director or Whole Time

Director or Manager and holds by himself or along-with his

spouse and dependent children, not less than two percent of

the equity share of the Company: NIL

Pursuant to the Rule 5(3) of the Companies (Appointment

and Remuneration) Rules, 2014, the details of the above-said

employees are mentioned below in the Annexure D.

(D) AUDITORS AND AUDITOR’S REPORT:

Statutory AuditorsDuring the year under review, M/s. S. Poddar & Co., Chartered

Accountants, the Statutory Auditors of the Company, had resigned

w-e-f 05.05.2017 due to their pre-occupation. Pursuant such

resignation, M/s. Lodha & Co., Chartered Accountants had been

appointed as the Statutory Auditors of the Company by the

Shareholders of the Company on 19.05.2017 till the completion

8th Annual General Meeting. Further, M/s. Lodha & Co., Chartered

Accountants have been appointed as the statutory auditors of the

Company by the members at its 8th Annual General Meeting held

on 25.09.2017 till the completion of 13th Annual General Meeting.

Statutory Auditors’ ReportThe Board of Directors of your Company have duly examined the

Statutory Auditor’s Report for Standalone Financial Statement for

the Financial Year 2017-18 which are self Explanatory and does not

call for any further comment. The Auditors’ Report on the financial

statement of the Company for the year forms part of the Annual

Report. There has been no qualification, reservation, adverse remark

or disclaimer by the Auditors in their Audit Report.

Secretarial AuditPursuant to the provisions of Section 204 of the Companies Act,

2013 read with the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014, the Company had appointed

Mr. Vinod Kothari & Co., Practicing Company Secretaries, to

undertake the Secretarial Audit of the Company for the Financial

Year 2017-18. The Secretarial Audit Report is annexed as Annexure

– E. The Secretarial Audit Report does not contain any qualification,

reservation, adverse remark or disclaimer.

Cost AuditThe MCA had notified the Companies (Cost records and Audit)

Rules, 2014 and Companies (Cost records and Audit) Amendment

Rules, 2014 specifying the Industry/Sector/Product/Service for

maintaining and auditing of Cost Records. As the above Rules were

not applicable to your Company, the audit of the Cost Records

was not carried out for the Financial Year 2017-18 and the Board of

Directors have decided not to appoint Cost Auditors for Financial

Year 2018-19.


(E) HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

EmployeesAs on 31st March 2018, total number of permanent employees on

the records of your Company was 2,232 and 1, 859 nos of the Contract

employees. Your Directors place on record their appreciation for the

significant contribution made by all employees, who through their

competence, dedication, hard work, co-operation and support,

have enabled the Company to grow on a continual basis.

Training and developmentYour Company places significant emphasis on training its personnel,

increasing their skill levels and fostering ongoing engagement.

Anmol organises in-house training for its employees through skill-

building programmes and professional development programmes,

across levels and functions. The Company engages professional

experts for running its operation excellence programmes.

Your Company is committed to create an environment of

learning and development, which promotes talent and builds

a meritocratic culture. Your Company has created platforms for

recognising and motivating employees for the good work they

do for the organisation. Your Company considers people as its

biggest assets and ‘Believing in People’ is at the heart of its human

resource strategy. It has made concerted efforts in the realms of

talent management and succession planning, strong performance

management and training initiatives to ensure that your Company

consistently develops inspiring, strong and credible leadership. It

actively engages with employees to increase awareness about the

need for protecting the environment.

The Company’s health and safety policy aims to provide a healthy

and safe work environment for all employees. The Company’s

progressive HR policies, welfare initiatives and employee

engagement programmes, have helped achieve a holistic work-life

balance.

Industrial relationsDuring the year under review, industrial relations remained cordial

and stable. The Directors wish to place on record their appreciation

for the cooperation received from the employees at all levels.

Prevention of sexual harassment at the workplaceYour Company has zero tolerance for sexual harassment at the

workplace and has adopted a policy on prevention, prohibition

and redressal of sexual harassment at workplace in line with

the provisions of Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013 and the rules

framed thereunder. Your Company is committed to provide a work

environment which ensures that every employee is treated with

dignity, respect and equality. The Company has set up an Internal

Complaints Committee for providing a redressal mechanism

pertaining to sexual harassment of woman employees at work

place. Any act of sexual harassment invites serious disciplinary

action. The policy allows any employee to freely report any such act

and prompt action will be taken thereon. There were no cases of

sexual harassment reported during the year under review.

Vigil mechanismThe Company has put in place a vigil mechanism and whistle blower

policy, which allows employees to report violations of applicable

laws and regulations and the Code of Conduct. Employees may also

report to the Chairman of the Audit Committee.

(F) COMPLIANCES AND GOVERNANCES

Extract of annual returnPursuant to the amendment in Companies Act, 2013 provisions,

the extract of Annual Return in MGT -9 is annexed herewith as

‘Annexure- F’.

Corporate social responsibilityPursuant to the provisions of Section 135 of the Companies Act,

2013 read with Companies (Corporate Social Responsibility Policy)

Rules, 2014, your Directors have constituted a Corporate Social

Responsibility (CSR) Committee. As a part of its initiatives under CSR,

the Company has contributed funds for the schemes relating to

eradicating hunger and poverty, promoting education, animal and

social welfare and medical aid. The contributions in this regard have

been made to the registered trusts, NGOs which are undertaking

such schemes. The CSR policy may be accessed on the Company’s

website at the link:


CSR_Policy_5-7.pdf

The Annual Report on CSR activities is annexed herewith as

‘Annexure G’

Significant and material orderThere were no significant and material order passed by the

regulators or Courts or Tribunals impacting the going concern

status and Company’s operations in the future.

Particulars of loans, guarantees and investmentsLoan, guarantees and investments covered under section 186 of

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

statements provided in the Annual Report.

Contracts and agreements with related partiesAll contracts/arrangements/transactions entered by the Company

during the financial year with related parties were in the normal


course of business and on an arm’s length basis and has also

complied the provisions of Section 188 of the Companies Act,

2013 during the year under review. For details please refer the

Form AOC-2 as ‘Annexure H’ attached to this Report. The policy on

materiality of related party transactions and dealing with related

party transactions as approved by the Board may be accessed on

the Company’s website at the link: -


RPT_Policy.pdf

Your Directors draw attention of the members to Note 49 to the

financial statements set out in related party disclosures.

(G) BUSINESS RISK MANAGEMENTThe Board of your Company realises that risk evaluation and risk

mitigation is a vital responsibility. Pursuant to Section 134(3) (n)

of the Companies Act, 2013, the Company has constituted a Risk

Management Committee. The details of the Committee and its

Terms of reference are set out in the Corporate Governance Report

forming part of the Board’s Report. Identifying critical risks and their

mitigation in various departments of the Company is an ongoing

process. The Company has not identified any material risks that

might threaten its existence.

(H) ENVIRONMENT AND SAFETYYour Company has introduced various accident prevention

programmes at the workplace as a part of its desire to continually

improve in the field of health and safety. Employee participation

is a vital factor in strengthening the proactive safety culture at the

Company through campaigns and competitions.

Your Company continues to show its commitment towards the

sustainable use of natural and non-renewal resources for the

improvement of all the aspects of the environment. Your Company

pays special emphasis for plantation of trees and preserving the

trees in its working campuses. It ensures that state-of-the-art

technology along with consistent efforts to reduce wastes and

emissions. Your Company uses ‘green’ fuels for its manufacturing

activities, substantially reducing emission levels of the air pollutants.

Energy conservation and the use of green fuels continue to be a

priority area for your Company. A focused energy programme has

been established with a view to carry out specific initiatives in the

field of energy efficiency and conservation. Centralisation of oven

controls led to substantial savings in energy.

Environment, health and safety are treated as core values at your

Company. Your Company has strengthened its workplace systems

and practices as a part of zero accident culture through several

accident prevention programmes and has introduced site-level

performance indicators to promote a positive and proactive culture

at the workplace. Your Company initiated continual improvement

programmes and safety improvement initiatives at units. Your

Company also extended safety programmes at depots covering

fire, electrical and operational safety. Your Company initiated several

activities as part of employee engagement in safety management

including:

a. Imparting hands-on training to workers for following safe work

practices;

b. Mock drills as part of the emergency response system;

c. Safety inspection programme to identify unsafe conditions and

eliminate them;

d. Hazard and risk study at factories to capture process-related

hazards and the risks associated with them;

e. Safety in project management as part of contractor safety

programme;

f. Visitor safety guidelines at factories.

(I) DIRECTOR’S RESPONSIBILITY STATEMENTPursuant to the requirements of Section 134(5) of the Act, and

based on the representations received from the management, the

Directors hereby confirm that:

a. in the preparation of the annual accounts for the financial

year 2017-18, the applicable accounting standards have been

followed and there are no material departures; if any;

b. the Directors have selected such accounting policies as

mentioned in the notes to annual accounts and applied them

consistently and made judgments and estimates that are

reasonable and prudent so as to give a true and fair view of the

state of affairs of the Company at 31st March 2018 and of the

profit of the Company for that period;

c. the Directors have taken proper and sufficient care to the best

of their knowledge and ability for the maintenance of adequate

accounting records in accordance with the provisions of the Act

for safeguarding the assets of the Company and for preventing

and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts on a going

concern basis;

e. proper internal financial controls are in place and that the

financial controls are operating effectively; and

f. the Directors have devised proper systems to ensure

compliance with the provisions of all applicable laws and that

such systems were adequate and operating effectively.


(J) ACKNOWLEDGEMENTS

Your Board wishes to place on record its sincere appreciation for

the continued assistance and support extended to the Company

by its customers, vendors, business associates, banks, government

authorities, employees and other stakeholders.

Cautionary statementStatements in this Board’s Report describing the Company’s

objectives, expectations or predictions may be forward looking

within the meaning of applicable laws and regulations. Actual results

could differ materially from those expressed or implied. Important

factors that could make a difference to your Company’s operations

include raw material availability and prices, cyclical demand and

pricing in the Company’s principal markets, competitive actions,

changes in government regulations, tax regimes, economic

developments in India and in countries in which the Company

conducts business and other incidental factors.

On behalf of the Board of Directors

Biswanath Choudhary Place: Kolkata Chairman

Date: 17.08.2018 DIN: 00331136


THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:The information under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 and forming part of Board’s Report for the year ended 31 March 2018.

A. CONSERVATION OF ENERGY i) The steps taken or impact on conservation of Energy: - The

Company continuously identifies the areas to conserve

energy. The maintenance and up-gradation of machines

and equipments is done from time to time keeping energy

conservation in mind.

ii) The steps taken by the Company for utilizing alternate

source of energy: Some of the energy conservation

measures undertaken during 2017-18 are as under:

• Alternate clean fuels like LPG and PNG were used

which increase thermal efficiency while drastically

reducing emissions;

• First in-house 400 KW Solar power plant

commissioned in Bhubaneswar Factory.

iii) The Capital Investment on energy conservation

equipments:- In BBSR Unit, your Company has invested

H28.44 Millions towards the investments in rooftop

solar panel. Apart from the above, no direct identifiable

investment pertaining to conservation of energy was

done during the year, other than maintenance and up-

gradation of machines and equipments. Hence the

amount of investment cannot be directly measured.

B. TECHNOLOGY ABSORPTION i) The efforts made towards technology absorption: Your

Company keeps close watch on the technological

developments pertaining to its Industry. Up-gradation

and replacement of Old machines is done as and when

required in order to maintain high quality of output.

Also your Company uses the latest technology at its new

plants/ units.

ii) The benefits derived through use of the machines: By

using new technology, your Company is able to produce

the finest quality of Biscuits and Cakes. It has enabled

to reduce wastage, expedite production process and

launching new products.

iii) In case of imported technology (imported during the last

three years reckoned from the beginning of the Financial

year): -

a) Your Company commissioned the imported Cookies

line at Maity Para, Dankuni, Hooghly in September

2014.

iv) Research and Development (R&D):

a) Core areas of Research by the Company:

Your Company’s R&D function continues to focus

on development of superior product innovations,

renovation of the current portfolio for superior

product experience, value engineering, new claims

development and validation for healthier product

range, building analytical excellence and regulatory

compliance for the portfolio. Presently the Research

is focused in Bakery segment especially in Biscuits,

Cookies and Cakes. The research is being done in

following areas in the said products:

• New Products;

• Improvement in Existing products in terms of

quality or cost optimization;

• Alternate use of new functional ingredients to

improve the quality;

• Development of new systems in production

leading to better productivity/ efficiency.

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

Core research areas will enable your Company to

innovate ahead of the market and competition,

renovate the products for superior value and

organoleptic experience, cost reduction while

delivering the same experience for profitable

growth, and above all build a very strong pipeline of

innovation and organoleptically superior products.

Due to this during the Financial Year 2017-2018, your

Company has launched the followings products:

• Biscuits : Twinz (Sugar Sprinkled Cracker)

• Cookies – Romanzo (Centre Chocolate Filled

Cookie)

c. Future plan of action:

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

on consumer insight based unique, differentiated

ANNEXURE - A


yet relevant organoleptic superior innovations,

renovation of the portfolio for better value and

organoleptics, science based healthier products

and claim validation, product portfolio for the new

product categories & adjacencies for the launch in

coming years leading to sustainable profitable share

growth for your Company.

d. Expenditure on R&D:

(i) Expenses made towards Revenue nature: H10.45

millions;

(ii) Expenses made towards Capital nature: No

remarkable expenditure made on R & D during

the year under review for Capital Nature.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

i) Activities relating to exports, initiatives taken to increase

exports, development of new export market for products

and export plans: During the year, your Company exported

its products to Middle-East Countries, Cambodia, African

Countries, Carribeans etc.

ii) Information in respect of Foreign Exchange Earnings and

outgo is provide in the Note 45 of the Financial Statement.

On behalf of the Board of Directors

Place: Kolkata Biswanath ChoudharyDate: 17.08.2018 Chairman


(A) INDUSTRY STRUCTURE AND DEVELOPMENTYour Company operates in the packaged food segment, especially in the bakery product categories, which includes Biscuits, Cakes and Cookies.

(1) Indian Packaged Biscuits Market:Biscuit is one of the dominant segments of the Indian bakery

market, accounting for 35% market share. The market is valued at

H230 Bn in 2017 grew at a CAGR of 9.0% from 2010 to 2017. Further,

it is expected to reach H340 Bn by 2022 growing at a CAGR of 8.2%

between 2019 and 2022. The biscuit market can be segregated

into several parts including cookies, cream, glucose, Marie, non-salt

cracker, salt cracker, milk biscuits, Health biscuits and rusks. Cookies

represent the most popular biscuit type accounting for 25% of the

Indian packaged biscuit arket in 2017. It was followed by cream

(18%), glucose (15%), Marie (11%), non-salt cracker (10%), Rusk (8%),

salt cracker (6%), milk (5%) and health biscuit (2%). Cream biscuit,

Health-based digestive biscuit, Non-salt cracker and Marie biscuits

are the most attractive sub-segments that are expected to grow

rapidly (CAGR 9-11%) in the next five years.

Demand for Health and Marie biscuits are mainly driven by growing

health awareness among the consumers whereas cream biscuits

are popular among kids and teenagers Demand for Glucose and

Milk based biscuits are saturated as consumers are looking for new

variants and flavours over the traditional biscuits subtype. Hence,

this biscuit subtype is expected to have considerably slower growth

rate (CAGR 4-6%) in the next five years.

CookiesThe Cookies market was worth H57,330 million in 2017 and is

expected to have a growth rate of 7.7% percent over the forecast

period 2017 to 2022 to touch H83,100 million. A cookie is a sweet

chunky product baked at low moisture content. It is made in a

variety of styles with sugar, flour, spices, butter or cooking oil as

primary ingredients and often including nuts, oats, resins, dry fruits,

chocolate chips, etc. Cookies are mostly Preferred by kids, often

accompanied by a glass of milk, ice-cream or chocolate dessert.

Cream BiscuitThe Cream Biscuit market, valued at H41,145 Million in 2017, is

expected to grow at a CAGR of 8.6% from 2017 to 2022 to reach

H62,100 million by 2022. Cream biscuits are available with cream

filling in between the biscuit layer. In India, cream biscuits are

available in a variety of flavours such as chocolate, elaichi, orange,

strawberry, mango, custard, vanilla, etc. Chocolate is typically the

dominant flavour in the Indian market, as reflected in the brand

share.

Glucose BiscuitsThe Glucose Biscuits market was pegged at H34,060 million in

2017and is expected to have a steady growth by 2022 to reach

H45,400 million, at a CAGR of 5.9% from 2017 to 2022. Glucose

biscuits are made up of quality flour, glucose, and sugar, milk

solids, partially hydrogenated edible vegetable oils, invert sugar

syrup, dough conditioners, emulsifiers, leavening agent and added

flavours. The flavours are delicately balanced that glucose biscuits

are liked by both the adults as well as children. They are extremely

nutritious and provide instant energy and relief from hunger.

Marie BiscuitThe Marie biscuit market, valued at H25,350 million in 2017, is

expected to reach H42,200 million by 2022, growing rapidly at a

CAGR of 10.7% from 2017 to 2022. Marie biscuits are crisp and light

with low fat and zero cholesterol. They were introduced in India

under the British rule as a tea biscuit. They are packed with vitamins

and minerals and liked by people of all age groups. Due to their

low calorie, sugar and flour content, dieticians recommend Marie

biscuits to fitness-conscious consumers and diabetics.

Non-salt CrackersThe non-salt cracker market, valued at H23,660 million in 2017, is

expected to reach H39,600 million by 2022, growing at a CAGR of

10.9% from 2017 to 2022 thus being one of the fastest growing

biscuit subtypes. Non-salt crackers are crispy crackers with a small

amount of salt, great texture and taste. They are made with flour,

vegetable oil and contain 2% or less of salt, sodium bicarbonate,

wheat gluten, malted barley flour and yeast. These crispy crackers

offer sodium-conscious consumers a great option for snacking and

are typically positioned as healthy snacking options in order to drive

growth.

Salt CrackerThe Salt Crackers market, valued at H15,195 million in 2017, is


ANNEXURE - B

Management discussionand analysis


7.4% from 2017 to 2022. Salt cracker is a light and crunchy biscuit,

sprinkled with coarse salt. It is made from yeast, white flour, baking

soda and several additional flavours such as cheese, bacon, etc. It is a

low-calorie bakery item made with a small amount of fat ingredient.

It has a distinctively dry and crisp texture with perforations over its

surface.

Milk BiscuitsThe milk biscuits market, valued at H11,260 million in 2017, is


4.3% from 2017 to 2022, and probably is the slowest growing biscuit

subtype.

Health BiscuitsThe Health Biscuits market was valued at H4,000 Million in 2017 and

is expected to reach H7,000 Million by 2022, growing at a CAGR of

11.7% from 2017 to 2022 and probably is the fastest growing biscuit

subtype.

(2) Indian Cakes and Pastries MarketThe Indian bakery industry is one of the biggest sections in the

country’s processed food industry. The bakery market is mainly

segmented into various product categories like bread, biscuits,

pastries, cakes, buns and rusks. The cakes and pastries segment has

the third highest share in the overall bakery market in India with

12.2% share in 2017. The cakes and pastries market has grown at

a CAGR of 16.8% from 2010 to 2017 to reach H51,285 million from

H17,420 million. Further, it is expected to reach H106,800 million by

2022 growing at a CAGR of 15.1% between 2019 and 2022.

Artisanal CakesAbout 62% of cakes and pastries are sold in unpacked/artisanal

form. The market valued at H11,700 million in 2010 grew at a CAGR of

15.4% during 2010 to 2017 to reach H31,980 million. The influence of

western culture and competition in the global market has increased

the market share of this segment. Lately, there has been a new

trend of custom made designer cakes for various occasions such

as weddings, anniversaries, birthday parties and other parties and

occasions. As a result, the Artisan cakes market may touch H62,700

million in 2022 at a CAGR of 14.4% between 2017 and 2022.

Instore BakeriesIn-store cakes and pastries have been gaining popularity recently

due to convenience and ready availability. It accounts for 25% of

the market share of cakes and pastries. In 2010, instore bakeries

were not so popular and had a market of only H3,835 million, but

its market value jumped almost three times to H13,065 million in

2017 at a CAGR of 19.1%. Since the popularity has been growing,

the market is expected to show an upward trend reaching H30,200

million by 2022, growing at CAGR of 18.2% during 2017 and 2022

Packaged and Industrial CakesPackaged cupcakes, muffins, pound cakes and sponge cakes are

produced in bulk quantity and hence are called industrial cakes.

These cakes are in constant demand mostly in urban areas due

to its variety, easy availability and the recent trend of ready-to-eat

packaged food. In 2017, the market value for industrial cakes is

H6,240 million, which was 18.6% CAGR over the 2010 market value

of H1,885 million. The estimated market value for industrial cakes in

2022 is H13,900 million growing at a CAGR of 17.3% between 2017

and 2022.

(Source – FS Report dated 15.04.2018)

(B) VISION & BUSINESS STRATEGYYour Company continues its strategy of adopting a measured

approach towards growth that captures consumer spend from a

growing set of Indian consumers and at the same time ensuring

that this growth is sustainable, profitable and value accretive in the

longer run. A key focus for the Company is to increase its velocity

of sales for existing business and on the other hand it would also

increase its overall retail space and presence. The objective has

been to enhance assortment relevance, improve quality standards,

shopping experience and reinvent ourselves for higher customer

conversion ratio, better ticket sizes, better same store sales growth

and focus on higher margin products. Your Company has instituted

a sense of thrift throughout the organization which will help it

perform swim against the present economic tide. The Business

prospects of the Company tends to grow more and the Company is

strategizing accordingly to accomplish this vision.

Your Company has undertaken a major rebranding initiative to

cater a wider market in India. Already present in the eastern and

northern parts of the country offering a variety of products, it has

started expanding to western and southern markets. Anmol has

increased its investment in brand building and has revamped the

logo and the packaging to gain increased consumer attention in

new geographies. The new idea for Anmol has ‘taste’ as its core idea,

which has been incorporated in the core brand campaign.

Your Company has formerly made its presence felt in the eastern

and northern region and in the year under review it started it’s

depot at Vijaywada to cater the whole of state of Andhra Pradesh, at

Hyderabad to cater the state of Telengana. Now, your company has

also taken interest to extend the business across the Country and

therefore, it is entering the Western region and unfolding it in the

state of Maharashtra.

Apart from focusing on its expansion plans in domestic market, your

Company is also focusing in strengthen its scope globally by way of

exports to foreign countries. Your Company’s focus areas continue

to be the large and growing Export markets.


Modern Trade, new indigenous geographical territories are the new

area of your Company to generate profits and market capitalization.

As a part of our growth strategy, your company will continue to

expand its product portfolio and strive to provide differentiated

offerings to its customers, including products for health-conscious

consumers. As consumer preferences evolve, your company will

continue to launch new products and diversify its product portfolio

by creating new varieties of existing product lines and introducing

new products.

Your company propose to introduce a wide range of biscuits and

cakes as a part of its service offerings in order to increase its market

share and margins. We currently have certain premium varieties

of biscuits and cakes including “Mellizo Chequered cookies”, “Mellizo

butter cookies” and “Mellizo coconut cookies” and “Romanzo” and we

also intend to introduce premium varieties of biscuits and cakes in

order to increase our average selling price and gross margins.

As at March 31, 2018, the capacity utilisation for biscuits was 48.84%

of the actual installed capacity for biscuits and the capacity utilisation

for cakes was 30.5% of the actual installed capacity. Accordingly, we

have the headroom to introduce new products and expand without

any substantial requirements to increase our production capacity or

capital expenditure.

Your Company is continuing its strategy to identify and explore

profitable growth opportunities by increasing the consumer

presence and consumption of Anmol brands of products by

constant and continued process of maintaining the quality and taste

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

products where your Company has a relative advantage, through

renovations and quality consistency. Every Anmol Brand product is

the symbol of commitment and values to the consumers.

(C) SEGMENT INFORMATIONThe primary business segment of your Company is Foods.

(D) OUTLOOKIndia was one of the few countries that continued to see brisk

growth despite the global economic slowdown during 2014-2016.

According to Reserve Bank of India (RBI), a 6.5% growth in real GDP

and an improvement in the Gross Value Added (GVA) growth in FY-

2018 is expected as crucial sectors are poised to revive from the

disruptions caused by GST implementation and demonetisation.

According to RBI, lower-than-expected inflation in 2017-18 pulled

down the nominal GDP growth to about 9.5% as against the

budgeted 11%-11.5% while the estimated GVA growth at 6.7% also

fell short of expectation. The recovery in India’s GDP growth will be

relatively gradual, preventing price pressures from rebounding and

allowing the RBI to keep rates on hold. With changing lifestyle and

rising disposable income, the food market in India sees substantial

investments. According to Ministry of Commerce and Industry,

Indian organized packaged foods market is estimated at H2,450

Billion and is expected to grow at Compound Annual Growth Rate

(CAGR) of 12% in the next five years. According to the Department

of Industrial Policies and Promotion (DIPP), the food processing

sector in India received around US$ 727 million worth of Foreign

Direct Investment (FDI) during FY 2016-17. This is expected to

increase in the coming years with FDI policy and procedure having

been simplified and liberalized in Key sectors like Food Processing,

Defence Manufacturing, Telecommunications, Agriculture,

Pharmaceuticals, Civil Aviation, Space, Private Security Agencies,

Railways, and Insurance etc. Of the total food market in India, the

share of food processing industry is about 32%. Contribution of

food processing industry to the GDP is about 14%. This sector also

accounts for about 6% of the total industrial investment. The per

capita food consumption in India is almost one-third of developed

economies. The low per capita consumption and shortage of

food in particular pockets offer tremendous opportunities for

food companies. This has been recognized by many companies,

including the global multinationals increasingly investing in India.

Hence, as the overall economic environment is looking good and

your company will be able to tide over it better than the Industry

Average.

(E) OPPORTUNITIES AND THREATS

1. Biscuit Market

OpportunitiesIncreasing disposable income:India’s income levels expected to triple by 2025 favour an alteration

in the consumption pattern, away from the basic necessities

such as food and apparel. A consistent increase in income levels

and disposable incomes will fuel consumption expenditure.

Consequently, the demand will increase for premium products

cookies and home-made customized biscuits in key Indian cities.

Changing lifestyle:The purchasing pattern reflects a rapid change in consumer

preferences. With the increasing economic growth and changing

the lifestyle of urban Indians, anytime snacks like biscuits are

becoming indispensable these days. Convenience has emerged

as the primary requisite among people. The mindset of Indian

consumers has shifted from ‘saving’ to ‘spending’ with a ‘value for

money’ outlook.

Changing consumer behaviorThe recent trend of consumers looking for healthy snacking options

has impacted even the biscuits segment; companies have been

introducing healthy variants like digestive biscuits or fortifying its

biscuits with iron, vitamins and other nutrients in order to target


such consumers. Similarly, young consumers are demanding new

flavours instead of traditional flavours, and hence all the major

biscuit companies do offer a number of variants in terms of flavours

and biscuit type. Keeping up with these changing trends will be one

of the key drivers for biscuits industry.

Low per capita consumptionIndia is the third largest producer of biscuits in the world; however,

the per capita consumption of biscuit in India is very less about 2

kg per person as compared to 10 kg in USA, about 11 kg in Italy,

and about 12 kg in UK. Considering this India provides a huge

opportunity and scope for biscuit manufacturers to target the

untapped market thus increasing the per capita consumption

Premiumization:Premiumization in the Biscuits industry has been one of the

major factors driving growth. Major Biscuit brands are introducing

premium categories in the market in order to create differentiation,

expand their target consumer base and maximize their margins.

Threats:

Increasing Raw Material Cost:Increasing raw material prices serves as a major bottleneck in the

growth of the Indian biscuit market. Due to erratic weather pattern

production of wheat gets negatively affected which in turn increase

the price of the product. Moreover, the recent proposals from the

government to revise the minimum purchase price of wheat, sugar

in order to relieve the farmers will ultimately affect the pricing of

biscuits.

Increasing fuel prices: Fuel price has a direct correlation with the

production cost of the biscuits. Hence, continuous increase in fuel

price has a negative impact on the biscuit market growth.

GST rollout:The recently rolled out GST is the biggest hurdle biscuit industry is

currently facing. The GST Council has kept biscuits at 18 percent tax

slab under the Goods and Services Tax. To comply with high GST

slab, manufacturers will be forced to increase the product price to

the consumer.

Distribution challengesLack of warehousing and transportation facilities mainly to rural

market act as a deterrent for biscuit manufacturers to undertake

larger consignments.

Availability of alternative snacking items:Over the last few years, the packaged foods have provided a variety

of snacking options to the consumers, especially the kids and

younger consumers demand new variety in snacking. This changing

trend in consumer behaviour has become one of the key challenges

for biscuit companies maintain themselves as a preferred snacking

option in the minds of the consumer.

2. Cakes market

OpportunitiesIndulgence and affordability:Demand for pastries and cakes are driven by indulgence and flavour

innovation, with affordability as a key concern.

Increasing gifting trend:The trend of gifting a combination of cakes and flowers in

metropolitan cities has been driving the sales of cakes and pastries,

especially artisanal cakes. Cakes and pastries segment is one of the

fastest growing food segments in the organized HoReCa (hotels/

restaurants /catering) sector.

Cafés/Hangout:The demand for hang-out options has inflated with the new

generation’s increasing need for socializing. There has been a rise

in the number of new café formats like bakery cafés, which reverse

the concept of cafés by extending existing bakeries and chocolate

retailers to offer complementary beverage items. Further, this

bakery café menu includes a wide selection of cakes and pastries,

encompassing exotic variants such as brioches, croissants, cookies,

muffins, cakes, scones, strudels, brownies, pies and puffs.

Experimentation with flavours:Experimentation to create interest among the younger consumers,

in particular, has become a key driver in the pastry market. The cakes

and pastry market has been experimenting with unusual flavour

combinations. Globally, such innovations have been attracting

consumers demanding newer options.

Health conscious consumers: The recent trend of healthy gluten-free

food has caught up on the younger generation, further forcing the

cakes and pastry makers to manufacture calorie controlled pastry

and cake items. Hence healthy options such as preservative-free,

cholesterol free, soy-free, GMO-free, low-sodium and 'suitable for

diabetics' have been made available in the market. Such diet option

items are a bit costly, but the consumers are also ready to pay the

cost in order to satisfy their craving without adding to the calories.

Threats

Stringent Government regulations:The government has made stringent regulations for packaging

and labelling of the products, including other food safety norms

which have increased the production cost for the manufacturing

companies.


Implementation of GST: the imposition of 18% GST against the

earlier 5% tax adversely affected sales in the past few months, and

to make matters worse, egg prices jumped by over 50% inflating the

cost of production of cakes and pastries, where eggs and egg-based

ingredients are key ingredients.

Rising demand for customized cakes:The rising demand for customized cakes and pastries has impacted

the business of the organized sector packaged cake companies,

which follow a set cake production process. The unorganized cake

industry, on the other hand, has been flourishing as small home

bakers provide both variety and customization.

Consumption of packaged cakes:The challenge for cakes market would be to expand the consumption

of packaged cakes. In fact, this challenge also presents a significant

opportunity for this particular segment.

(F) RISKThe growth of individual categories of our portfolio is linked to the

overall economic growth. Primary risk to the business will be on

account of adverse changes to the economy. Volatility in commodity

prices is the other significant risk. Your Directors continually evaluate

the risks (both Internal & External Risk factors) faced by the Company

which could affect its business operations.

(G) FINANCIAL AND OPERATIONAL PERFORMANCEThe key financials are as under:

(H in Lakhs)

Particulars 2017-18 2016-17

Sale of Goods 1,11,184.14 1,20,588.79

EBIDTA 16,318.59 14,005.98

Profit Before Tax 12,529.19 10,995.67

Net Profit 8,235.55 7,168.96

(H) EXPORTYour Company is currently exporting its products to various

countries in Asia, Africa, Middle East, Europe and Caribbean

Islands. We intend to increase our exports and seek to expand the

market for our products in these regions by expanding our sales

and distribution networks, by increasing our product offerings in

various SKUs and increasing our customer base through marketing

arrangements with local retail or wholesale establishments. We

expect that increasing our presence in these markets will continue

to fuel sales growth of our Company and expand our product reach

across India and overseas. Increased sales would allow us to achieve

further economies of scale. We seek to be one of the leading

organised players in the biscuits and cakes industry and venturing

into these markets will provide us with a platform to establish a well-

known presence in India and overseas.

(I) USE OF TECHNOLOGY AS A DIFFERENTIATORAs an integral part of our continuing efforts targeted at ensuring

cost efficiencies, we continue to undertake initiatives to introduce

advanced technologies in order to improve our quality assurance

procedures, operational efficiencies and work processes in our

operations. We have introduced automation of sales force and

tracking of distribution network which increases transparency. Our

Company has entered into a SAP software license agreement with

SAP India Private Limited for the provision of SAP Enterprise Support

to the Company. This helps us to follow data driven approach where

we have an opportunity to revisit the growth achieved against the

level and the effectiveness of the expenditure. We also make use

of other technology through which our sales team can take orders

directly from the customers.

(J) SUPPLY CHAIN STRATEGY AND RETAIL TOUCH POINTSA well-established supply chain and distribution network is very

useful to achieve the last mile connectivity and ensuring availability

of the product on the shelves. Over the years Anmol has also focussed

on strengthening its distributor-retailer network and currently has

3 Depots, more than 200 Super Stockists, 2500+ Distributors and

a reach to about 1.8 million Retail Outlets thus providing strong

competition to major biscuit brands at the national level.

(K) INTERNAL CONTROL SYSTEMS AND ADEQUACYYour Company’s Internal Control Systems are commensurate with

the nature, size and complexity of its business and ensure proper

safeguarding of assets, maintaining proper accounting records

and providing reliable financial information. Further, the Internal

Control Framework for financial reporting, organization structure,

documented authorities and procedures and internal controls are

being reviewed by internal audit team on continuous basis and any

issues arising out of the said audit are addressed appropriately. The

Company is continuously upgrading its internal control systems

by measuring state of controls at various locations. Controls in SAP,

an ERP system have been strengthened. The Audit Committee,

comprising of maximum Independent Directors is involved in

regular review of financial and risk management policies, significant

audit findings, the adequacy of internal controls and compliance

with the applicable accounting standards. Further the external


independent firms carry out the internal audit of the Company

operations and reports its findings to the Audit Committee on a

regular basis.

During the year under review, the Internal Financial Control (IFC)

Audit was carried out by the Statutory Auditors, the Report of which

is forming part of the Annual Report.

(L) CAUTIONARY STATEMENTStatements in this Management Discussion and Analysis describing

the Company’s objectives, expectations or predictions may be

forward looking within the meaning of applicable laws and

regulations. Actual results could differ materially from those

expressed or implied. Important factors that could make a difference

to your Company’s operations include raw material availability and

prices, cyclical demand and pricing in the Company’s principal

markets, competitive actions, changes in Government regulations,

tax regimes, economic developments in India and in countries in

which the Company conducts business and other incidental factors.


Company’s Philosophy on Corporate GovernanceAnmol’s philosophy of Corporate Governance is based on

adherence to adopted corporate values and objectives and

continuously ensuring ethical and responsible leadership at all levels

in the Company in discharging social responsibilities as a corporate

citizen. The business strategies and operations of the Company are

governed by these principles to ensure fiscal accountability, ethical

corporate behavior and fairness to all stakeholders. Our corporate

structure, business and disclosure practices have been aligned to

our Corporate Governance philosophy.

Board of Directors

a) Composition As on March 31, 2018, our Board has three Non-Executive

Independent Directors including 1 Woman Director and 4

Executive Directors. The Chairman is an Executive Director. Out

of the four Executive Directors, one Director is the Chairman,

another is the Vice chairman and Wholetime Director,

remaining two are the managing Directors. On 23.04.2018,

Mr. Debanjan Mandal had been appointed as an Additional

Director in Independent category, hence the composition of

the Board has 4 Executive and 4 Independent Directors. The

Board is well diversified and its composition is in conformity

with the provisions of Companies Act, 2013. The detail Profile

of the Directors of the Company is as under:

(i) Mr. Biswanath Choudhary is the Chairman and Whole-

Time Director of our Company. He holds a Higher

Secondary Examination certificate from West Bengal

Board of Secondary Education. He has served as a joint

managing director of the erstwhile ABL. He was appointed

as a Whole-Time Director of our Company with effect from

May 19, 2017 and as a Chairman of our Board with effect

from May 31, 2017. He has been associated with the Anmol

group for over 18 years. He is responsible for procurement

in the eastern parts of India, finance and investment and

has experience in the field of procurement, finance and

investment.

(ii) Mr. Dilip Kumar Choudhary is the Vice-Chairman and

Whole-Time Director of our Company. He holds a Higher

Secondary Examination certificate from West Bengal

Council of Higher Secondary Education. He has served as a

managing director of the erstwhile ABL and the erstwhile

Mukund Foods Limited. He was appointed as a Whole-

Time Director of our Company with effect from May 19,

2017. He has been associated with the Anmol group. He is

responsible for the plant operations at our manufacturing

facilities located at Dankuni and Panchghara in West

Bengal for over 20 years and has experience in the field of

factory operations and general management.

(iii) Mr. Bimal Kumar Choudhary is the Managing Director of

our Company. He holds a bachelor’s degree in commerce

with honours from the University of Calcutta. He has served

as the managing director and chief executive officer of

the erstwhile ABL. He was appointed as a Managing

Director of our Company with effect from May 19, 2017.

He has been associated with the Anmol group for over 20

years. He is responsible for the sales, marketing and new

projects as well as the up-gradation cum modernisation

of the existing manufacturing facilities of our Company

in eastern, western and southern parts of India and has

experience in the field of sales, marketing and new

projects as well as the up-gradation cum modernisation

of manufacturing facilities.

(iv) Mr. Gobind Ram Choudhary is the Managing Director of

our Company. He holds a bachelor’s degree in commerce

with honours from the University of Calcutta. He has

served as the managing director of the erstwhile ABPL. He

was appointed as a Managing Director of our Company

with effect from May 19, 2017. He has been associated with

the Anmol group for over 18 years. He is responsible for

sales, marketing and procurement and factory operations

of our Company in the northern parts of India and has

experience in the field of sales, marketing, and factory

operations.

(v) Mrs. Mamta Binani is a Non-Executive, Independent

Director of our Company. She holds a bachelor’s degree

in commerce from the University of Calcutta. She has also

received the certificate of practice from the ICSI in 1997.

She has over 21 years of experience in the field of corporate

law, banking and finance and legal work. She has served

as an independent director in the erstwhile Anmol Biscuits

Limited. She received a certificate of doctor of excellence

ANNEXURE - C

Report on Corporate Governance


in the field of management in the 3rd Intelligentsia

Summit in 2017. She has been the Chairperson of the

Eastern India Regional Council of the ICSI in 2010 and the

President of the ICSI in 2016-2017. She was appointed as

a Non-Executive, Independent Director of our Company

with effect from July 10, 2017.

(vi) Mr. Sumit Malhotra is a Non-Executive, Independent

Director of our Company. He holds a bachelor’s degree

in pharmacy with honours from Banaras Hindu University

and a post-graduate diploma in management from

the Indian Institute of Management, Ahmedabad. He

has several years of experience in the consumer goods

sector. He has served as an independent director in the

erstwhile ABL. He is currently the managing director of

Bajaj Corp Limited. He was appointed as a Non-Executive,

Independent Director of our Company with effect from

July 10, 2017.

(vii) Mr. Sunil Kumar Agarwal is a Non-Executive, Independent

Director of our Company. He is a fellow member of the

ICAI. He has over 22 years of experience is the field of

auditing, taxation, company law matters, corporate and

management advisors and compliance audit. He is a

practicing chartered accountant and is currently the

senior managing partner of R Gopal and Associates. He

was appointed as a Non-Executive, Independent Director

with effect from February 24, 2018.

(viii) Mr. Debanjan Mandal is an Additional Non-Executive,

Independent Director of our Company. He holds a

bachelor’s degree in law from the University of Burdwan

and was enrolled as an advocate with the Bar Council of

West Bengal in 1999. He has over 18 years of experience in

the field of corporate and commercial laws, banking and

finance, real estate, infrastructure, succession and trusts,

dispute resolution, mergers and acquisitions, private

equity and venture capital. He is a Lawyer and Partner at

Fox & Mandal, Kolkata. He was appointed as an Additional

Non-Executive, Independent Director with effect from

April 23, 2018 until the ensuing Annual General Meeting.

b) Meetings and Attendance The names and categories of the Directors on the Board,

their attendance at Board Meetings and the Annual General

Meeting held during the year and the number of Directorships

and Committee Chairmanships /Memberships held by them in

other companies as on March 31, 2018 are given below:

Name of the Director DIN Category of Directorship No. of Board Meetings Attended

Attendance at last AGM held on September

25, 2017

No. of directorships

in other Public Companies

No. of Committee Position held in Other Public Companies

Chairman Member

Mr. Biswanath Choudhary *1 00331136 Promoter, Chairman-cum-Wholetime Director

5 Yes 1 - -

Mr. Dilip Kumar Choudhary*2 00331211 Promoter, Wholetime Director 5 Yes - - -

Mr. Bimal Kumar Choudhary*3 00331194 Promoter, Managing Director 5 Yes 1 - -

Mr. Gobind Ram Choudhary*4 01104704 Promoter, Managing Director 6 Yes - - -

Mr. Sumit Malhotra*5 02183825 Independent Director 4 No 1 - 2

Mrs. Mamta Binani*6 00462925 Independent Woman Director 4 Yes 7 1 6

Mr. Sunil Kumar Agarwal*7 02223525 Independent Director 1 N.A. - - -

Mr. Ankit Choudhary*8 00332677 Executive Director 3 N.A. - - -

Mr. Vikash Choudhary*9 00332819 Executive Director 0 N.A. - - -

Mr. Pawan Kumar Agarwal*10 00242524 Independent Director 3 N.A. - - -

Mr. Pranab Kumar Maity*11 06462167 Independent Director 3 N.A. 3 - -

Notes:1. Mr. Biswanath Choudhary was appointed as a whole time Director w.e.f May 19, 2017;

2. Mr. Dilip Kumar Choudhary was appointed as a whole time Director w.e.f May 19, 2017;

3. Mr. Bimal Kumar Choudhary was appointed as the Managing Director w.e.f May 19, 2017;

4. Mr. Gobind Ram Choudhary was appointed as the Managing Director w.e.f May 19, 2017;

5. Mr. Sumit Malhotra was appointed as an Independent Director w.e.f July 10, 2017;

6. Mrs. Mamta Binani was appointed as an Independent Director w.e.f July 10, 2017;

7. Mr. Sunil Kumar Agarwal was appointed as an Independent Director w.e.f February 24, 2018;

8. Mr. Vikash Choudhary ceased to be the Director w.e.f. April 19, 2017;

9. Mr. Ankit Choudhary ceased to be the Director w.e.f. May 31, 2017;

10. Mr. Pawan Kumar Agarwal ceased to be the Director w.e.f. May 31, 2017;

11. Mr. Pranab Kumar Maity ceased to be the Director w.e.f. May 31, 2017;


c) Details of Board Meetings during the year ended March 31, 2018

The Board of Directors of the Company met eight times during

the period from April 1, 2017 to March 31, 2018 on April 21,

2017; April27, 2017; May 11, 2017; May 31, 2017, September 12,

2017, December 23, 2017, February 23, 2018 and February 24,

2018. The Independent Directors met on April 15, 2017.

d) Details of Familiarisation & Training Programmes for Directors

At the time of induction of a new Director, a welcome letter is

addressed to him along with details of duties and responsibilities

required to be performed as a Director in addition to the

compliances required from him under the Companies Act,

2013 and other applicable regulations. Relevant Disclosures are

taken from the Director and the management of the Company

familiarises the new Director about the Company, its operations,

various policies and processes of the company, various

divisions of the Company and their role and responsibilities,

the governance and internal control processes and other

relevant important information concerning the Company.

Directors are also regularly encouraged and sponsored for

attending important training programmes relating to Board

related practices and orientation programmes etc. conducted

by various institutes of repute.

Committees of the BoardThe Board of Directors decides the composition and terms of

reference of the Board Committees. Currently the Board has the

following 6 (Six) Committees i.e:

• Audit Committee;

• Nomination & Remuneration Committee;

• Risk Management Committee;

• Stakeholders Relationship Committee;

• Corporate Social Responsibility Committee and

• IPO Committee

The composition, terms of reference and details of Committee

meetings held during the financial year 2017-18 are as under:

Audit Committee:

a) Composition, meetings and attendance: The Audit Committee comprises of four members, of which

three members are Independent Directors. All the members

of the Audit Committee possess adequate accounting and

financial knowledge. The Committee was reconstituted

thrice, first on April 4, .2017, where Mr. Ankit Choudhary was

appointed as a member of the Committee replacing Mr.

Vikash Choudhary, who had resigned from Directorship of

the company. Again the committee was reconstituted on

September 12, 2017 where Mrs. Mamta Binani was appointed

as the Chairperson of the Committee and Mr. Sumit Malhotra,

Mr. Sunil Kumar Agarwal and Mr. Bimal Kumar Choudhary as

members in place of Mr. Pawan Kumar Agarwal, Mr Pranab

Kumar Maity and Mr. Ankit Choudhary. Further the committee

was reconstituted on February, 24, 2018 where Mr. Sunil Kumar

Agarwal was also inducted as a member. Company Secretary of

the company acts as Secretary to the Committee.

The Committee met 6 (Six) times during the year i.e. on 21 April

2017, 27 April 2017, 11 May 2017 and 12 September 2017, 23

December 2017 and 23 February, 2018.The composition and

the details of meetings attended by each of the members are

given below:

Sl. No.

Name of Member Category (Chairperson/Executive/Non- Executive/ independent/ Nominee)

No. of Meetings held

Meetings attended

1 Mrs. Mamta Binani Chairperson, Non Executive- Independent Director 6 3

2 Mr. Sumit Malhotra Non Executive- Independent Director 6 3

3 Mr. Sunil Kumar Agarwal Non Executive- Independent Director 6 0

4 Mr. Bimal Kumar Choudhary Managing Director 6 3

5 Mr. Pawan Kumar Agarwal*1 Non Executive- Independent Director 6 3

6 Mr. Pranab Kumar Maity*2 Non Executive- Independent Director 6 3

7 Mr. Ankit Choudhary*3 Executive Director 6 2

8 Mr. Vikash Choudhary*4 Executive Director 6 0

Note:1. Mr. Pawan Kumar Agarwal ceased to be a member of the Committee w.e.f. 23 May, 2017 consequent to resignation from the company.

2. Mr. Pranab Kumar Maity ceased to be a member of the Committee w.e.f. 23 May, 2017 consequent to resignation from the company.

3. Mr. Ankit Choudhary ceased to be a member of the committee w.e.f. w.e.f. 23 May, 2017 consequent to resignation from directorship

of Mr. Vikash Choudhary as a Director and Member of the Committee. Further he ceased to be a member of the Committee after

resignation from Directorship.

4. Mr. Vikash Choudhary Ceased to be a member of the committee w.e.f. 19 April, 2017 consequent to resignation from directorship.


b) Terms of reference: The functioning and terms of reference of the Audit Committee

have been devised keeping in view the requirements of the

Companies Act 2013. The terms of reference of the Audit

Committee shall include the following:

1. Oversight of the Company’s financial reporting process

and the disclosure of its financial information to ensure that

the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-

appointment and, if required, the replacement or removal

of the statutory auditor and the remuneration and terms of

appointment of auditors.

3. Review and monitor the auditor’s independence and

performance and effectiveness of audit process.

4. Reviewing and examining, with the management, the

quarterly/annual financial statements and the auditors’

report thereon before submission to the Board for approval.

5. To ensure that the vigil mechanism provides for adequate

safeguards against victimization of persons who use such

mechanism and have direct access to the Chairperson of

the Audit Committee in appropriate/exceptional cases.

6. Reviewing, with the management, performance of

statutory and internal auditors, and adequacy of the

internal audit function, internal financial control systems

and risk management systems etc. etc.

Nomination & Remuneration Committee:

a) Composition, meetings and attendance: The Nomination & Remuneration Committee of the company

comprises of three members, all of whom are non-executive,

Independent Director, in line with Section 178 of the Companies

Act 2013. The Committee was reconstituted on 23 February

2018 consequent to resignation of Mr. Ankit Choudhary, Mr.

Pawan Kumar Agarwal and Mr. Pranab Kumar Maity from the

Directorship of the company. Mrs. Mamta Binani was appointed

as the Chairperson of the Committee and Mr. Sumit Malhotra

and Mr. Sunil Kumar Agarwal as members of the Committee.

Company Secretary of the company acts as Secretary to the

Committee. The Committee met once during the year i.e. on

21 April 2017 and no further meeting has been held since the

reconstitution of the committee. The composition and the

details of meetings attended by each of the members are given

below:

Name of Member Category (Chairperson/Executive/Non- Executive/ independent/ Nominee)

No. of Meetings held

Meetings attended

Mrs. Mamta Binani Chairperson (Non- Executive, Independent Director) 1 0

Mr. Sumit Malhotra Non- Executive, Independent Director 1 0

Mr. Sunil Kumar Agarwal Non- Executive, Independent Director 1 0

Mr. Pawan Kumar Agarwal*1 Non- Executive, Independent Director 1 1

Mr. Pranab Kumar Maity*2 Non- Executive, Independent Director 1 1

Mr. Ankit Choudhary*3 Executive Director 1 1

Note:

1. Mr. Pawan Kumar Agarwal ceased to be a member of the Committee w.e.f. 23 May, 2017 consequent to resignation from the company.

2. Mr. Pranab Kumar Maity ceased to be a member of the Committee w.e.f. 23 May, 2017 consequent to resignation from the company.

3 Mr. Ankit Choudhary ceased to be a member of the committee w.e.f. w.e.f. 23 May, 2017 consequent to resignation from directorship.

b) Terms of reference: The Nomination & Remuneration Committee of the Board of

Directors meets the criteria laid down under Section 178 of the

Companies Act, 2013. The terms of reference to the Nomination

& Remuneration Committee are as given below:

i. Formulation of the criteria for determining qualifications,

positive attributes and independence of a director

and recommend to the Board a policy, relating to the

remuneration of the directors, key managerial personnel

and other employees;

ii. Devising a policy on Board diversity;

iii. Evaluation of every directors’ performance.

iv. Determining the Company’s policy on all elements of

remuneration packages of all the Directors including

salary, benefits, bonuses, stock options, pension rights and

compensation payment, etc.

c) Performance Evaluation Criteria for Independent Directors:

The key areas of evaluation of individual directors, including


Independent Directors are Knowledge of business, Diligence

and preparedness, Effective interaction with others,

Constructive contribution to discussion and strategy, Concern

for stakeholders, attentive to the internal controls mechanism

and ethical conduct issues. http://www.anmolindustries.

com/wp-content/uploads/2018/05/Criteria_performance_

evaluation_director_Policy.pdf

d) Nomination & Remuneration Policy: The Nomination & Remuneration policy of the company

can be referred to at the company’s website at: http://www.

anmolindustries.com/wp-content/uploads/2018/05/NRC_

Policy.pdf%22

e) Remuneration of Key Managerial Personnel and Directors: The remuneration to Executive Director includes fixed salary

and variable compensation as commission as determined

by the Nomination & Remuneration Committee based on

achieving of various parameters set out in the agreed annual

goals. The details of remuneration paid to the Directors and Key

Managerial Personnel are given in Form MGT–9 forming part of

the Directors Report.

Risk Management Committee:

a) Composition The Board of Directors constituted the Risk Management

Committee of the Board at its meeting held on 24 February,

2018 to frame, implement and monitor the risk management

plan for the company. The risk management function was

earlier being taken care by the Audit Committee.

Mr. Bimal Kumar Choudhary is the chairman of the committee

and Mr. Gobindram Choudhary, Mr. Biswanath Choudhary

and Mr. Dilip Kumar Choudhary are other members of the

committee. The Company Secretary acts as the secretary to the

committee.The committee is responsible for reviewing the risk

management plan and ensuring its effectiveness. Major risks

identified by the businesses and functions are systematically

addressed through mitigating actions on a continuing basis.

The committee had not held any meeting during the year

under review.

Stakeholders Relationship Committee:

a) Composition, meetings and attendance: The Board of Directors constituted the Stakeholders

Relationship Committee of the Company at its meeting held

on 24 February, 2018. Mr. Sunil Kumar Agarwal, Independent

Director is the Chairman of the committee, Mr. Bimal Kumar

Choudhary and Mr. Dilip Kumar Choudhary are other members

of the committee. The Company Secretary acts as the secretary

to the committee. The committee had not held any meeting

during the year under review.

b) Terms of reference: The functioning and terms of reference of the Committee

are in conformity with the requirements of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015

and the Companies Act, 2013.

• Redressing/Resolving of security holders complaints/

grievances;

• Monitor and review the performance and service

standards of the Registrar and Transfer Agents (RTA) of the

Company and provides continuous guidance to improve

the service levels for investors;

• Formulate policies and procedures in line with the

statutory and regulatory requirements to ensure speedy

disposal of various requests received from security

holders/other stakeholders from time to time;

• Oversee the Investor relations function in the Company

and suggest appropriate means to strengthen Investor

relations of the Company.

c) Name, Designation and address of the compliance officer: Mr. Brundaban Behera, Company Secretary

Anmol Industries Limited

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

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

Kolkata- 700020

Tel: 033 – 2280-1277/78

Email: [email protected]

d) Investor Grievance Redressal The number of complaints received and resolved to the

satisfaction of investor during the year 2017-18:

No. of Shareholder complaints received: Nil

No. of complaints not resolved to the satisfaction of investor: Nil

No. of pending Complaints Nil

Corporate Social Responsibility Committee:

a) Composition, meetings and attendance The Corporate Social Responsibility Committee (C.S.R.) of the

Company comprises of four members, constituted in line with

the provisions of Section 135 of the Companies Act, 2013. Mrs.

Mamta Binani, Non-Executive, Independent Director is the

Chairman of the Committee. Mr. Sumit Malhotra, Mr. Bimal


Kumar Choudhary and Mr. Sunil Kumar Agarwal are other

members of the committee. The Committee was reconstituted

on 24th February, 2018 where Mr. Sunil Kumar Agarwal was

appointed as a member of the committee. During the year

under review, the committee met once on September, 12, 2017

which was attended by all the Committee members as on that

date.

b) Terms of reference: The role and terms of reference of the CSR Committee shall

include the following:

1. Formulate and recommend to the Board, a CSR policy

indicating the activities from the specified list of activities

in Schedule VII of the Act;

2. Recommend the amount of expenditure to be incurred

on the activities to be undertaken as per the CSR Policy.

3. Approve the list of CSR projects/programmes which the

Company plans to undertake during the year, specifying

modalities of execution in the areas/sectors chosen and

implementation schedules for the same.

4. Monitor the implementation of the projects/programmes/

activities proposed to be undertaken by the Company.

IPO Committee:

a) Composition, meetings and attendance: The IPO Committee of the Company was constituted on

12.09.2017, to overview and monitor the Proposed Initial Public

Offer of the Company. Mr. Bimal Kumar Choudhary, Managing

Director of the company is the Chairman of the committee. Mr.

Biswanath Choudhary (WTD), Mr. Dilip Kumar Choudhary(WTD)

are other members of the committee. During the year under

review, the Committee met once on 24 February, 2018 which

was attended by all the committee members. Company

Secretary of the compant acts as secretary to the committee.

Terms of reference: The role and terms of reference of the IPO Committee shall

include the following:

1. To decide on the size, timing, pricing, discount (if any)

and all the terms and conditions of the transfer of equity

shares including the number of the equity shares to be

offered pursuant to the offer (including any reservation,

green shoe option and any rounding off in the event of

any oversubscription) and to accept any amendments,

modifications, variations or alterations thereto;

2. To appoint and enter into arrangements with the book

running lead managers for the offer

General Meetings:The last three Annual General Meetings of the Company were held

at registered office of the Company at 229, A.J.C Bose Road, Crescent

Tower, Kolkata -700 020. Details of the Meetings and the Special

Resolutions passed thereat are given as under:

Year Date Time Special Resolution

2017 25 September, 2017 11.00 A.M. None

2016 24 August, 2016 11.00 A.M. None

2015 28 September, 2015 11.15 A.M. None

Other Disclosures:

a) Disclosures regarding Board of Directors The Company has received the declarations from all the

Independent Directors of the Company confirming that they

meet with the criteria of Independence as prescribed under

the Companies Act, 2013.

b) Means Of Communication: Since the Equity Shares of the Company is not yet listed on any

Stock Exchanges, this provision is not applicable during the

year. However a separate section under Investors tab has been

created on the Company’s website (www.anmolindustries.

com) which gives information on various announcements

made by the Company, if any.

c) Related Party Transactions All material transactions entered into with related parties as

defined under the Act and Regulation financial year were in

the ordinary course of business. These have been approved by

the audit committee. The Board has a policy for related party

transactions which has been uploaded on the Company’s

Website at the following link: http://www.anmolindustries.

com/wp-content/uploads/2018/05/RPT_Policy.pdf

d) Whistle Blower Policy and Vigil Mechanism The Company has formulated a Whistle Blower Policy and

Vigil Mechanism, with an aim to deter and detect misconduct

and to ensure that genuine concerns of misconduct/unlawful

conduct, which an individual believes may be taking place,

are raised at an early stage in a responsible and confidential

manner. The Whistle Blower Policy has also been posted at

the website of the Company which can be accessed through

the link: http://www.anmolindustries.com/wp-content/

uploads/2018/05/Vigil_Mechanism_Policy.pdf


e) Code of Conduct The Board of Directors has adopted a Code of Conduct for

Directors and Senior Management of the Company. An annual

affirmation of compliance with the Code of Conduct is taken

from all the Directors and Senior Management members

of the Company to whom the Code applies. The Code of

Conduct has also been posted at the website of the Company

with the link: http://www.anmolindustries.com/wp-content/

uploads/2018/05/Code_Conduct.pdf

General Shareholder Information

i. Annual General Meeting for FY 2017-2018 Date: 10.09.2018

Day: Monday

Time: 11.00 A.M.

Place: Crescent Tower, 3rd Floor, 229 A.J.C. Bose Road,

Kolkata – 700020

ii. Financial Calendar: The financial year of the Company covers the financial period

April 1 to March 31.

iii. Date of Book Closure: 06.09.2018 to 10.09.2018 (both days

inclusive)

iv. Record Date: 05.09.2018

v. Dividend Policy: The declaration and payment of dividend will be recommended

by the Board of Directors and approved by the Shareholders,

at their discretion, subject to the provisions of the Articles of

Association and the Companies Act.

vi. Registrar and Share Transfer Agents Share transfer, dividend payment and all other investor related

matters are attended to and processed by our Registrar

and Transfer Agents, i.e. Link Intime India Private Limited,

any Shareholder complaint / queries in this regard may be

addressed to:

Link Intime India Private Limited

Address: C-101, 1st Floor, 247 Park

L.B.S. Marg

Vikhroli (West), Mumbai 400 083

Tel: (91 22) 4918 6200

Fax: (91 22) 4918 6195

E-mail: [email protected]

Investor grievance e-mail: [email protected]

Website: www.linkintime.co.in

vii. Address for members’ correspondence Members are requested to correspond with the Registrars and

Share Transfer Agents at the below given address on all matters

relating to transfer/ dematerialisation of shares, payment of

dividend and any other query relating to Equity Shares of the

Company.

Link Intime India Private Limited

Address: C-101, 1st Floor, 247 Park

L.B.S. Marg

Vikhroli (West), Mumbai 400 083

Tel: (91 22) 4918 6200

Fax: (91 22) 4918 6195

E-mail: [email protected]

Investor grievance e-mail: [email protected]

Website: www.linkintime.co.in

Members are required to note that, in respect of shares held

in dematerialized form, they will have to correspond with their

respective Depository Participants (DPs) for related matters.

Members may contact the Compliance Officer at the following

address:

Mr. Brundaban Behera, Company Secretary and Compliance Officer


229, AJC Bose Road, Crescent Tower,

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

Kolkata- 700020

Tel: 033 – 22801277/78

Email: [email protected]

viii. Shareholding as on March 31, 2018:

Sl. No

Name of the Shareholder Number of Equity Shares % of Holding

1 Baijnath Choudhary & Family Trust 5,11,32,585 82.75 2 Monarch Shelter Private Limited 78,01,490 12.63 3 SKG Land Developers LLP 15,98,620 2.59 4 Anmol Projects Private Limited 6,15,995 1.00 5 Delta Nirman LLP 2,79,995 0.45 6 Anmol Hi-Cool LLP 1,77,860 0.29 7 J4F Nutriplus Private Limited 1,40,000 0.23 8 Puneet Mercantiles LLP 41,995 0.07

Total 6,17,88,540 100.00


ix. Top ten equity shareholders of the Company as on March 31, 2018:

Sl. No

Name of the Shareholder Number of Equity Shares % of Holding

1 Baijnath Choudhary & Family Trust 5,11,32,585 82.75

2 Monarch Shelter Private Limited 78,01,490 12.63

3 SKG Land Developers LLP 15,98,620 2.59

4 Anmol Projects Private Limited 6,15,995 1.00

5 Delta Nirman LLP 2,79,995 0.45

6 Anmol Hi-Cool LLP 1,77,860 0.29

7 J4F Nutriplus Private Limited 1,40,000 0.23

8 Puneet Mercantiles LLP 41,995 0.07

Total 6,17,88,540 100.00

x. Plant Locations

Sl No.

Plant Location Address

1 Bhubaneshwar, Odisha Anmol Industries Limited, Anlapatna Industrial Area, Chandaka, Dist: Khorda, Bhubaneshwar

– 754012, Odisha.

2 Begampur, Wet Bengal Anmol Industries Limited, Panchghora, Durgapur Expressway, Begampur, Hooghly-712306,

West Bengal

3 Dankuni, West Bengal Anmol Industries Limited, Maity Para, Delhi Road, PS-Dankuni, Dist-Hooghly -712331, West

Bengal.

4 Ghaziabad, Uttar Pradesh Anmol Industries Limited, C-107, Site-1, Bulandsahar Road Industrial Area, Ghaziabad –

201009, Uttar Pradesh.

5 Greater Noida, Uttar Pradesh Anmol Industries Limited, 38-A & F, Udyog Vihar, Greater Noida – 201306, Uttar Pradesh.

6 Hazipur, Bihar Anmol Industries Limited EPIP, Near Hajipur Industrial Area, Dist : Vaishali, PIN – 844101, Bihar.


AN

NEX

URE

- D

Part

icul

ars

of th

e em

ploy

ees

Purs

uant

to th

e Ru

le 5

(2) o

f the

Com

pani

es (A

ppoi

ntm

ent a

nd R

emun

erat

ion)

Rul

es, 2

014:

Nam

e of

the

empl

oyee

Des

igna

tion

of

Empl

oyee

Rem

uner

atio

n Re

ceiv

ed

(H in

Lak

hs)

Nat

ure

of e

mpl

oym

ent,

whe

ther

Con

trac

tual

or

Oth

erw

ise

Dat

e of

co

mm

ence

men

t of

empl

oym

ent

Age

of t

he

empl

oyee

The

last

em

ploy

men

t hel

d by

suc

h em

ploy

ee

befo

re jo

inin

g th

e Co

mpa

ny

Perc

enta

ge o

f Eq

uity

Sha

res

held

by

suc

h em

ploy

ee

as p

rovi

ded

Clau

se

(iii)

of S

ub ru

le 2

Whe

ther

any

suc

h em

ploy

ee is

a re

lativ

e of

an

y D

irect

or o

r Man

ager

of

the

Com

pany

and

if

so, n

ame

of s

uch

dire

ctor

or m

anag

er

Mr.

Bim

al K

umar

C

houd

hary

Man

agin

g D

irect

or23

2.50

App

oint

ed a

s th

e M

anag

ing

Dire

ctor

of t

he C

ompa

ny

for a

term

of 5

yea

rs w

.e.f.

19

.05.

2017

19.0

5.20

1751

Yea

rsFa

mily

Bus

ines

sN

ilYe

s, (B

roth

er- B

isw

anat

h C

houd

hary

, Mr.

Dili

p Ku

mar

Cho

udha

ry, G

obin

d Ra

m C

houd

hary

)

Mr.

Dili

p Ku

mar

C

houd

hary

Who

le T

ime

Dire

ctor

&

Vice

Cha

irman

232.

50A

ppoi

nted

as

the

Who

le-

Tim

e D

irect

or o

f the

Co

mpa

ny fo

r a te

rm o

f 5

year

s w

.e.f.

19.

05.2

017

19.0

5.20

1757

Yea

rsFa

mily

Bus

ines

sN

ilYe

s (B

roth

er- B

imal

Kum

ar

Cho

udha

ry, M

r. Bi

swan

ath

Cho

udha

ry, M

r. G

obin

d Ra

m C

houd

hary

)

Mr.

Bisw

anat

h C

houd

hary

Who

le ti

me

Dire

ctor

&

Cha

irman

232.

50A

ppoi

nted

as

the

Who

le-

Tim

e D

irect

or o

f the

Co

mpa

ny fo

r a te

rm o

f 5

year

s w

.e.f.

19.

05.2

017

19.0

5.20

1759

Yea

rsFa

mily

Bus

ines

sN

ilYe

s (B

roth

er- B

imal

Kum

ar

Cho

udha

ry ,M

r. D

ilip

Kum

ar C

houd

hary

, Mr.

Gob

ind

Ram

Cho

udha

ry)

Mr.

Gob

ind

Ram

C

houd

hary

Man

agin

g D

irect

or23

5.20

App

oint

ed a

s th

e M

anag

ing

Dire

ctor

for a

term

of 5

yea

rs

w.e

.f. 1

9.05

.201

7

19.0

5.20

1752

Yea

rsFa

mily

Bus

ines

sN

ilYe

s (B

roth

er- B

imal

Kum

ar

Cho

udha

ry, M

r. D

ilip

Kum

ar C

houd

hary

, Mr.

Bisw

anat

h C

houd

hary

.)

Mr.

Suni

l C

houd

hary

Empl

oyee

11

2.26

App

oint

ed a

s th

e Se

nior

M

anag

eria

l Per

sonn

el-

‘Dire

ctor

–Pr

ocur

emen

t’

36

Yea

rsFa

mily

Bus

ines

sN

ilYe

s (F

athe

r- M

r. Bi

swan

ath

Cho

udha

ry)

Mr.

Ank

it C

houd

hary

Empl

oyee

112.

76A

ppoi

nted

as

the

Seni

or

Man

ager

ial P

erso

nnel

- ‘D

irect

or-In

tern

atio

nal &

M

oder

n Tr

ade

’

01.0

5.20

1733

Yea

rsFa

mily

Bus

ines

sN

ilYe

s (F

athe

r-M

r. D

ilip

Kum

ar

Cho

udha

ry)

Mr.

Vika

sh

Cho

udha

ryEm

ploy

ee11

2.48

App

oint

ed a

s th

e Se

nior

M

anag

eria

l Per

sonn

el-

‘Dire

ctor

–O

pera

tion’

22.0

4.20

1739

Yea

rsFa

mily

Bus

ines

sN

ilYe

s (F

athe

r- M

r. Bi

swan

ath

Cho

udha

ry)

Mr.

Dee

pak

Cho

udha

ryEm

ploy

ee11

2.30

App

oint

ed a

s th

e Se

nior

M

anag

eria

l Per

sonn

el-

‘Dire

ctor

–O

pera

tion’

21.0

4.20

1838

Yea

rsFa

mily

Bus

ines

sN

ilYe

s (F

athe

r- M

r. Bi

swan

ath

Cho

udha

ry)

Mr.

Am

an

Cho

udha

ryEm

ploy

ee82

.70

App

oint

ed a

s th

e Se

nior

M

anag

eria

l Per

sonn

el-

‘Dire

ctor

–O

pera

tion’

21.0

4.20

1827

Yea

rsFa

mily

Bus

ines

s FR

EESC

ALE

SE

MIC

ON

DU

CTO

R IN

C

Yes

(Fat

her-

Mr.

Bisw

anat

h C

houd

hary

)

On

beha

lf of

the

Boar

d of

Dire

ctor

s

Dat

e: 1

7.08

.201

8 Bi

swan

ath

Chou

dhar

y Pl

ace:

Kol

kata

C

hairm

an


We have conducted the secretarial audit of the compliance

of applicable statutory provisions and the adherence to good

corporate practices by Anmol Industries Limited (hereinafter called

the 'Company'). Secretarial Audit was conducted in a manner that

provided us a reasonable basis for evaluating the corporate conduct/

statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute

books, forms and returns filed and other records maintained by the

Company and also the information provided by the Company, its

officers, agents and authorized representatives during the conduct

of secretarial audit, we hereby report that in our opinion, the

Company has, during the period covered by our audit, that is to

say, from April 01, 2017 to March 31, 2018 (hereinafter referred to as

‘Audit Period’ or 'Period under Review’), complied with the statutory

provisions listed hereunder and also that the Company has proper

Board- processes and compliance-mechanism in place to the extent,

in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and

returns filed and other records maintained by the Company till

March 31, 2018, according to the provisions of:

1. The Companies Act, 2013 (the 'Act') and the Rules made

thereunder;

2. The Depositories Act, 1996 and the Regulations and Bye-laws

framed thereunder;

3. The Foreign Exchange Management Act, 1999 and the Rules

and Regulations made thereunder to the extent of Foreign

Direct Investment, Overseas Direct Investment and External

Commercial Borrowings, as may be applicable;

4. Laws specifically applicable to the industry to which the

Company belongs, as identified by the management, that is to

say:

a) The Air (Prevention and Control of Pollution) Act, 1981;

b) The Water (Prevention and Control of Pollution) Act, 1974;

c) The Environment (Protection) Act, 1986;

d) The Hazardous Wastes (Management, Handling and

Transboundary Movement) Rules, 2008;

e) The Food Safety Act, 1990 and Rules and Regulations

made thereunder;

f ) The Legal Metrology Act, 2009 and rules made thereunder.

We have also examined compliance with the applicable

clauses of the Secretarial Standards 1 and 2 issued by the

Institute of Company Secretaries of India.

Management Responsibility1. Maintenance of secretarial record is the responsibility of the

management of the Company. Our responsibility is to express

an opinion on these secretarial records based on our audit;

2. We have followed the audit practices and the processes as

were appropriate to obtain reasonable assurance about the

correctness of the contents of the secretarial records. The

verification was done on test basis to ensure that correct

facts are reflected in secretarial records. We believe that the

processes and practices, we followed provide a reasonable

basis for our opinion;

3. We have not verified the correctness and appropriateness of

financial records and Books of Accounts of the Company or

examined any books, information or statements other than

Books and Papers;

4. Where ever required, we have obtained the Management

Representation about the compliance of laws, rules and

regulation and happening of events etc;

ANNEXURE - E

FORM NO. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies

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

To

The Members

Anmol Industries Limited229, A.J.C Bose Road Crescent Tower, 3rd Floor Kolkata 700 020


5. The compliance of the provisions of Corporate and other

applicable laws, rules, regulations, standards is the responsibility

of management. Our examination was limited to the verification

of procedure on test basis;

6. The Secretarial Audit Report is neither an assurance as to

the future viability of the Company nor of the efficacy or

effectiveness with which the management has conducted the

affairs of the Company.

We report that during the Period under Review, the Company

has complied with the provisions of the Laws, Rules, Regulations,

Guidelines, Standards etc. mentioned above read with the following

observations contained herewith.

We report that:

The Board of Directors of the Company is duly constituted with

proper balance of Executive Directors, Non-Executive Directors

and Independent Directors. The changes in the composition of the

Board of Directors that took place during the Period under Review

were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board

Meetings, agenda and detailed notes on agenda were sent at least

seven days in advance, and a system exists for seeking and obtaining

further information and clarifications on the agenda items before

the meeting and for meaningful participation at the meeting.

Dissenting members' views were not required to be captured and

recorded as part of the minutes as there was no such instance.

We further report that the Company has submitted all the returns,

reports, forms as required under the specific laws applicable to the

Company and has timely applied for renewal of all the consents and

registration as required except for few renewal certificates which are

in currently in the name of the Anmol Bakers Limited and Anmol

Biscuits Limited, transferor companies in the scheme of merger for

which requisite approvals are in process.

We further report that based on the information provided by the

Company during the conduct of the audit and also on the review of

quarterly compliance reports by Company Secretary taken on record

by the Board of Directors of the Company, in our opinion, there are

adequate systems and processes in the Company commensurate

with the size and operations of the Company to monitor and ensure

compliance with applicable Laws, Rules, Regulations and Guidelines.

We further report that during the Audit Period, the Company has

not undertaken any specific events/ actions that can have a bearing

on the Company's compliance responsibility in pursuance of the

above referred Laws, Rules, Regulations, Guidelines, Standards, etc.,

except as follows:

1. Increase in authorised share capital- The authorised share

capital of the Company has been increased from H43,00,00,000

divided into 4,30,00,000 equity shares of H10/- each to

H70,00,00,000 divided into 7,00,00,000 equity shares of H10/-

each.

2. Issuance of bonus shares - During the review period, the

Company has capitalised H49,43,08,320 out of surplus for issue

and allotment of 4,94,30,832 equity shares of H10/- each at a

ratio of 4:1 to the existing shareholders.

3. Alteration of MOA and AOA- During the period, the Company

has altered its MOA and AOA.

4. The Company has in its Board Meeting dated 12.09.2017 has

constituted an IPO Committee.

Place: Kolkata For Vinod Kothari & CompanyDate: 17'" August, 2018 Practising Company Secretaries


LIST OF DOCUMENTS1. Corporate Matters

1.1 Minutes books of the following Committees were provided:

1.1.1 Board Meeting;

1.1.2 Audit Committee;

1.1.3 Nomination and Remuneration Committee;

1.1.4 General Meeting;

1.1.5 Corporate Social Responsibility Committee;

1.2 Agenda papers for Board Meeting;

1.3 Annual Report 2016-17;

1.4 Memorandum and Articles of Association;

1.5 Disclosures under Act and Rules made thereunder;

1.6 Forms and returns filed with the ROC;

1.7 Registers maintained under the Act.

ANNEXURE - A1


ANNEXURE - F

I. REGISTRATION AND OTHER DETAILS:

i) CIN U15412WB2009PLC139597

ii) Registration Date 19/11/2009

iii) Name of the Company Anmol Industries Limited

iv) Category / Sub-Category of the Company Company Limited by Shares

v) Address of the registered office and contact details 229, A.J.C.Bose Road,

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

Crescent Tower,

3rd Floor, Kolkata- 700020

Tel : 033-22801277

email : [email protected]

vi) Whether listed Company (Yes / No) No

vii) Name, Address and Contact details of Registrar and Transfer Agent, if any N.A.

FORM NO. MGT-9EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st day of march, 2018

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

(Management and Administration) Rules 2014]

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

% OF TOTAL TURNOVER OF THE COMPANY

NIC CODE OF PRODUCT / SERVICE

% OF TOTAL TURNOVER OF THE COMPANY

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

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES – N.A

SL NO.

NAME AND ADDRESS OF THE COMPANY

CIN/GLN HOLDING / SUBISIDIARY / ASSOCIATE

% OF SHARES HELD APPLICABLE SECTION

1 NA


IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holdings*Category of Shareholders No. Of Shares held at the beginning of the Year No. of Shares held at the end of the Year % of the

Change during the Year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoter

(1) Indian

a) Individual / HUF - - - - - - - - -

b) Central Govt. - - - - - - - - -

c) StateGovt. (s) - - - - - - - - -

d) Bodies Corp. - 2131191 2131191 17.25 10655955 - 1,06,55,955 17.25 -

e) Banks/ FI - - - - - - - - -

f ) Any Other…. - 10226517 10226517 82.75 51132585 - 51132585 82.75 0.00

Sub-total 0 12357708 12357708 100.00 61788540 - 61788540 100.00 0.00

(2) Foreign

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

b) Other Individuals - - - - - - - - -

c) Bodies Corp. - - - - - - - -

d) Banks / FI - - - - - - - - -

e) Any Other…. - - - - - - - - -

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

0 12357708 12357708 100.00 61788540 - 61788540 100.00 0.00

B. Public Shareholding

(1) Institutions

a) Mutual Funds - - - - - - - - -

b) Banks/ FI - - - - - - - - -

c) Central Govt. - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture Capital Funds - - - - - - - - -

f ) Insurance Companies - - - - - - - - -

g) FIIs - - - - - - - - -

h) Foreign Venture Capital Funds - - - - - - - - -

i) Others (Specify) - - - - - - - - -

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

(2) Non - Inistitutions

a) Bodies Corporate - - - - - - - - -

i) Indian - - - - - - - - -

ii) Overseas - - - - - - - - -

b) Individuals - - - - - - - - -

i) Individual Shareholders

holding nominal share capital

upto H1 Lakh.

- - - - - - - - -

ii) Individual Shareholders

holding nominal share capital

in excess of H1 Lakh.

- - - - - - - - -

c) Others (Specify) - - - - - - - - -

Sub-total (B)(2) - - - - - - - - -

Total Public Shareholding (B) = (B)(1)+(B)(2)

- - - - - - - - -

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C) 0 12357708 12357708 100.00 61788540 0 61788540 100.00 0.00

* Due to Bonus Issue the Share Capital is increased.


(ii) Shareholding of Promoters and Promoter Group

Sl No

Shareholders Name Shareholding at the beginning of the year Shareholding at the end of the year

No. of Shares % of the total Shares of the

Company

% of Shares Pledged /

encumbered to total shares

No. of Shares % of the total Shares of the

Company

% of Shares Pledged /

encumbered to total shares

1 Anmol Projects Pvt. Ltd. 1,23,199 1.00 - 6,15,995 1.00 -

2 Delta Nirman LLP 55,999 0.45 - 2,79,995 0.45 -

3 Anmol Hi-Cool LLP 35,572 0.29 - 1,77,860 0.29 -

4 Monarch Shelter Pvt. Ltd. 15,60,298 12.63 - 78,01,490 12.63 -

5 J4F Nutriplus Private Limited 28,000 0.23 - 1,40,000 0.23 -

6 Puneet Mercantiles LLP 8,399 0.07 - 41,995 0.07 -

7 SKG Land Developers LLP 3,19,724 2.59 - 15,98,620 2.59 -

8 Baijnath Choudhary and Family Trust 1,02,26,517 82.75 - 5,11,32,585 82.75 -

TOTAL 1,23,57,708 100.00 0 6,17,88,540 100.00 0

(iii) Change in Promoter's and Promoter group Shareholding (Please specify, if there is no change)

Sl No

At the beginning of the Year Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares % of total Shares of the

Company


Company

1 Baijnath Charitable and Family Trust 1,02,26,517 82.75 1,02,26,517 82.75

2 Anmol Projects Pvt. Ltd. 1,23,199 1.00 1,23,199 1.00

3 Delta Nirman LLP 55,999 0.45 55,999 0.45

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

5 Monarch Shelter Pvt. Ltd. 15,60,298 12.63 15,60,298 12.63

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

7 Puneet Mercantiles LLP 8,399 0.07 8,399 0.07

8 SKG Land Developers LLP 3,19,724 2.59 3,19,724 2.59

TOTAL 1,23,57,708 100.00 1,23,57,708 100.00

Change in Shareholding of Promoters

Due to Bonus Issue of Shares of the Company vide the

Board Meeting dated 24.02.2018.

0 0 0 0

At the end of the year

1 Baijnath Charitable and Family Trust 5,11,32,585 82.75 5,11,32,585 82.75

2 Anmol Projects Pvt. Ltd. 6,15,995 1.00 6,15,995 1.00

3 Delta Nirman LLP 2,79,995 0.45 2,79,995 0.45

4 Anmol Hi-Cool LLP 1,77,860 0.29 1,77,860 0.29

5 Monarch Shelter Pvt. Ltd. 78,01,490 12.63 78,01,490 12.63

6 J4F Nutriplus Private Limited 1,40,000 0.23 1,40,000 0.23

7 Puneet Mercantiles LLP 41,995 0.07 41,995 0.07

8 SKG Land Developers LLP 15,98,620 2.59 15,98,620 2.59

TOTAL 6,17,88,540 100 6,17,88,540 100


(iv) Shareholding Pattern of top ten Shareholders (Otherthan Directors, Promoters and Holders of GDRs and ADRs): N.A.

Sl No

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



Company


Company

At the beginning of the Year

TOTAL 0 0.00 0 0.00

Increase in shareholding due to issue of Bonus Shares

vide Board Meeting dated 24.02.2018NO CHANGES DURING THE YEAR

Sl No

At the end of the year or on the date of separation, if separated during the year

Shareholding at the end of the year



Company


Company

At the end of the Year

TOTAL 0 0.00 0 17.25

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

Sl No

For Each of the Directors and KMP Shareholding at the beginning of the year



Company


Company

At the beginning of the Year

TOTAL 0 0.00 0 0.00

Date-wise Increase/ Decrease in Shareholding during the

year specifying the reasons for increase/ decrease (e.g.

allotment/ transfer/bonus/ sweat equity etc.)

NO CHANGES DURING THE YEAR

At the end of the Year

TOTAL 0 0.00 0 0.00

* In the financial year under review i.e. 2017-18 is changed i.e. only Baijanth Choudhary & Family Trust is treated as the Promoter and hence

the disclosures made in this form has been changed accordingly.


V. INDEBTNESSIndebtedness of the Company including the interest outstanding/ accrued but not due for Payment (Amount in H Lakhs)

Secured Loans excluding deposits

Unsecured Loans Deposit Total Indebtness

Indebtness at the beginning of the Financial year

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

(ii) Interest due but not paid 3 3

(iii) Interest Accured but not due -

Total (i+ii+iii) 11,496 3,458 - 14,954

Change in Indebtness during the financial year

Addition - - -

Reduction (7,864) (3,458) (11,322)

Net Change 7,864 3,458 11,322

Indebtness at the end of the Financial year

(i) Principal Amount 3,629 3,629

(ii) Interest due but not paid 2 2

(iii) Interest Accured but not due -

Total (i+ii+iii) 3,631 - - 3,631

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

Sl No

Particulars of Remuneration Particulars of Remuneration Total Amount (H Lakhs)Bimal Kumar

ChoudharyBiswanath

ChoudharyDilip Kumar Choudhary

Gobind Ram Choudhary

1 Gross Salary

(a) Salary as per Provisions contained in

Section 17(1) of the Income tax Act, 1961

232.50 232.50 232.50 235.20 932.70

(b) Value of Perquisite u/s 17(2) Income-tax

Act, 1961

- - -

(c) Profit in Lieu of Salary under Section

17(3) Income tax Act, 1961

- - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission -

- as % of Profit - - -

- Others, Specify…… - - -

5 Others, please Specify -

Total (A) 232.50 232.50 232.50 235.20 932.70

Ceiling as per the Act 1,346.19


VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (Contd.)

B. Remuneration to other directors

Sl No

Particulars of Remuneration Name of the Directors Total Amount

(H Lakhs)Pranab

Kumar MaityPawan Kumar

Agarwal

Mamta Binani

Sumit Malhotra

Sunil Kumar Agarwal

1. Independent Directors

Fee for attending Board/ Committee

Meetings

0.58 0.58 2.20 2.20 0.40 5.96

Commission - - - - -

Others, please Specify - - - - -

Total (1) 0.58 0.58 2.20 2.20 0.40 5.96

2. Other Non- Executive Directors

Fee for attending Board/ Committee

Meetings

- - - -

Commission - - - -

Others, please Specify - - - -

Total (2) - - - -

Total Managerial Remuneration 0.58 0.58 2.20 2.20 0.40 5.96

Overall Ceiling as per the Act - 1,480.81

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

Sl No

Particulars of Remuneration Key Managerial Personnel Total Amount (H Lakhs)Company

SecretaryCFO Others,

if Specified

1 Gross Salary

(a) Salary as per Provisions contained in

Section 17(1) of the Income tax Act,

1961

14.53 42.37 - 56.90

(b) Value of Perquisite u/s 17(2) Income-

tax Act, 1961

- - -

(c) Profit in Lieu of Salary under Section

17(3) Income tax Act, 1961

- - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission -

- as % of Profit - - -

- Others, Specify…… - - -

5 Others, please Specify -

Total 14.53 42.37 56.90


VII. PENALTIES/PUNISHMENT/ COMPOUNDING OF OFFENCE:

Sl No

Type Section of the Companies Act

Brief Description Details of the Penalty/ Punishment/

Compounding fees imposed

Authority [RD/ NCLT/COURT]

Appeal made, if any (give details)

A. COMPANY

Penalty

NILPunishment

Compounding

B. DIRECTORS

Penalty

NILPunishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

NILPunishment

Compounding


CORPORATE SOCIAL RESPONSIBILITY POLICY OF ANMOL INDUSTRIES LIMITED (AIL) – OVERVIEWThe Company’s Corporate Social Responsibility (CSR) Policy

encompasses the Company’s philosophy for delineating its

responsibility as a Corporate citizen and lays down the guidelines

and mechanism for undertaking socially useful programmes for

the welfare & sustainable development of the community at large.

In alignment with the vision of the Company, AIL, through its CSR

initiatives, strives to create and enhance value in the society and in

the community in which it operates, through its services, conduct &

initiatives, so as to promote sustained growth and development and

welfare for the society and community at large, more specifically

for the deprived and under priviledged people. The Company has

its CSR Policy within broad scope laid down in Schedule VII to the

Act, as projects / programmes / activities, excluding activities in its

normal course of business. The policy is duly approved by the Board

of Directors in its meeting held on 24.02.2018.

The core elements of CSR activities of the Company continues

to maintain the main essence of the CSR and include ethical

functioning and care for the environment. The Company and the

Anmol Group implements the above initiatives directly and/or

through its Charitable entities operating. It also enlists the help of

non-Group NGOs, local authorities, business associations and civil

society, to complete its CSR Projects.

ANMOL’s APPROACH TO CSR:The main objective of the Policy is to establish and lay down the

basic principles and the general framework of action for the

Company to undertake and fulfill its Corporate Social Responsibility.

The Policy functions as a built-in, self-regulating mechanism

whereby the business will monitor and ensure its active compliance

with the spirit of law, ethical standards and requisite norms. In brief

the policy provides inter alia, the following:

I. The guiding principles of AIL’s CSR programmes are

“Community” and “Environment”. These guiding principles shall

run through all the approved CSR projects, within the broad

framework of Schedule VII of the Companies Act, 2013.

II. Existing CSR projects of AIL such as Health Check up Camp,

Eye Check up Camp and other medical camps are organized at

several distinct places in the state of West Bengal.

III. Provision of Drinking Water program and such other projects

which AIL decides to carry out through its own internal team

shall continue to be supported by AIL.

IV. Initiatives have been taken to promote tribals and minority

education by providing financial assistance to Implementing

Agency.

OPERATIONAL PROCESSBudgetary control: As per the CSR policy, a budget for the approved

projects and the projects in the pipeline shall be placed before the

CSR Committee. As and when required, the actual expenditure vis-

à-vis the budget shall also be placed before the CSR Committee for

review.

Proposal for new CSR activity, as and when received, shall be

evaluated by CSR Committee, in terms of propriety and social cost

benefit in the backdrop of the CSR policy of AIL. The evaluation may

involve inspection of documents, onsite visit, gathering of past data

on the project partner, profile of beneficiaries etc.

As stated above, report on utilization of funds allocated for projects

shall be prepared and put up to the CSR Committee at quarterly

intervals. This may involve physical on ground inspection in selected

cases.

CSR PhilosophyCSR at AIL is our sense of responsibility towards the community

and environment in which it operates. The Company believes in

conducting its business responsibly, fairly and in a most transparent

manner. It continually seeks ways to bring about an overall positive

impact on the society and environment where it operates. The

Company is of the opinion that CSR underlines the objective of

bringing about a difference and adding value in its stakeholders

lives.

CSR Visiona) Develop meaningful and effective strategies for engaging with

all the stakeholders.

b) Consult with local communities to identify effective and

culturally appropriate development goals.

c) Partner with credible organizations like trusts, foundations etc.

including non-governmental organizations.

d) Take necessary measures for the promotion of healthcare

including preventive health care, sanitation and making

available safe drinking water for general well being of the

people.

e) To donate aids and appliances to the differently-able persons.

ANNEXURE - G

CORPORATE SOCIAL RESPONSIBILITYCSR is a large part of our overall sustainability policy consisting of social economic and environmental actions


f ) To promote education and donate for promotion of education

and setting up related projects.

g) Contribution to Prime Minister’s National Relief Fund and other

funds set up by the Central Government for socio economic

development and relief and welfare of the Scheduled Castes,

the Scheduled Tribes, other backward classes, minorities and

women.

h) To other activities as mentioned in the Schedule VII of the

Companies Act, 2013.

i) Making a positive impact on society through economic

development and reduction of our resource footprint.

j) Taking responsibility for the actions of the Company while

also encouraging a positive impact through supporting

causes concerning the environment, communities and our

stakeholders.

CSR IMPLEMENTATION:During the financial year 2017-18, the CSR activities shall be carried

out by the Company through:

a) its own internal CSR team,

b) Various CSR implementing agencies:

* Promoting Education

i. Round Table Charitable Trust

ii. Vivekanda Vidya vikash Parisad

iii. World Hope Foundation

iv. Friends Tribal Society

v. Krishnayam

vi. BHART LOK SIKSHA PARISHAD

** Promoting Healthcare

i. Swasthya Jagriti Sansthan

ii. Society for Socio Economic and Ecological Development,

(SEED).

iii. Multiple SclerosisSociety of India

iv. Rotary Club of Calcutta Welfare Trust

v. Visudhanand Hospital

vi. All India Marwari Yuva Manch

vii. MAHARSHI VED VYAS VIDHYAPEETH

*** Social Welfare

i. Lotus Rescue

ii. Bharat Chamber of Commerce, Kolkata

iii. Vivekanda Vidya vikash Parisad

iv. Rotary Club of Calcutta Conclave

v. Youngistan Foundation & Robin Hood Army

vi. Kolkata Vastra Vyavsai Seva Trust

vii. 'Jagannath Seva Samiti, of Kolkata

****Animal Welfare

i. Baijnath Chaudhary Charitable Trust

ii. Gopal Gobardhan Goushala

iii. Calcutta Pinjrapole Society

***** Eradication of Hunger

i. Vishwa Jagriti Mission

ii. Anand Dham Ashram

iii. Shree Agarsen Foundation - Agrohadha

****** Promoting cultural activities:

i. BHARTIYA DHAROHAR

CSR COMMITTEE:The Company has formed Corporate Social Responsibility

Committee as per the requirement of section 135 of the Companies

Act, 2013 to discharge the role of Corporate Social Responsibility

Committee under which includes formulating and recommending

to the Board, a Corporate Social Responsibility (CSR) Policy indicating

the activities to be undertaken by the Company. The Composition

of the CSR committee is as follows:

Composition:Mrs. Mamta Binani, Independent Director as Chairperson;

Mr. Sumit Malhotra, Independent Director as Member;

Mr. Bimal Kumar Choudhary, Managing Director as Member.

Mr. Sunil Kumar Agarwal as Member

1. Average net profit of the Company for last three financial year:

The average net profits are as detailed below:

Particulars (H in Lakhs)Net profit for the financial year 2016-17 10353.54

Net profit for the financial year 2015-16 9028.96

Net profit for the financial year 2014-15 5277.72

Average net profits for last three financial years 8220.07

2. Prescribed CSR Expenditure (Two per cent of the amount as in item 3 above)

Particulars (H in Lakhs)Prescribed CSR expenditure 164.40

Total 164.40

3. Details of CSR spent during the financial year 2017-18.

Sr. No.

Particulars (H in Lakhs)

(a) Total amount spent during the year 242.22(b) Amount unspent of the last financial year i.e.

2016-17 which is to be spent in the financial

year under review 2017-2018.

78.29

(c) Amount unspent carried forward to FY 2018-

2019

0.47


Sr.No

CSR project or activity identified

Sector in which the Project is

covered

Projects or programs:

(1) Local area or other

(2) Specify the State and district where projects or

programs were undertaken

Amount outlay(budget) projector programs wise

(H)

Amount spent on the projects or

programsSub-heads:

(1) Direct expenditure

on projects or programs

(2) Overheads(H)

CumulativeExpenditure

up to thereporting

period(H)

Amount Direct or through

implementingagency*

1 Eye Check up Camp Promoting

Healthcare

Gurap & Khargpur,

West Bengal

2,09,232.00 2,09,232.00 2,09,232.00 By Internal CSR Team

2 Prevention of Cancer

Awareness Programme

Promoting

Healthcare

in various Schools

in the state of West

Bengal

4,76,000.00 4,76,000.00 6,85,232.00 Through Swasthya

Jagriti Sansthan, a

leading Organisation in

Kolkata spreading the

prevention of Cancer

Awareness Programme.

3 Installation of

Automatic Vending

Machines &

Incinerators of Sanitary

Napkins in High

Schools of Kolkata

and adjoining areas

as a part of menstrual

hygiene management

programme

Promoting

Healthcare

in various Schools

in the state of West

Bengal

2,95,000.00 2,95,000.00 9,80,232.00 Through Society

for Socio Economic

and Ecological

Development, (SEED). A

leading NGO

4 Construction of School Promoting

Education

Benipur, Howrah 7,00,000.00 7,00,000.00 16,80,232.00 Through Round Table

Charitable Trust. Engaed

in such types of the

ctivities.

5 Drinking Water facility Promoting

Healthcare

Kalipur

Pramathanath

Primary School,

Kalipur, hooghly,

West Bengal

50,000.00 50,000.00 17,30,232.00 By Internal CSR Team

6 Construction of School Promoting

Education

Construction of

School Building

of Sarswati Vidya

Mandir. Bagmundi,

West Bengal.

17,22,600.00 17,22,600.00 34,52,832.00 Through Vivekanda

Vidya vikash Parisad,

a leading Non Profit

Orgnaisation engaged

in promoting education.

7 Providing cloths to

under privileged

Social Welfare at Panpur, West

Bengal, through the

NGO, distribute 200

Pc of cloths to street

children saved by

the said NGO.

30,000.00 30,000.00 34,82,832.00 Through Lotus Rescue,

an NGO engaged such

activities.

8 Welfare Programme for

patients suffering from

Multiple Sclorosis

Promoting

Healthcare

at Kolkata 50,000.00 50,000.00 35,32,832.00 Through "Multiple

SclerosisSociety of

India" an NGO actively

doing such awareness.

9 Girl Child Education Promoting

Education

Support for Girl Child

Education through

the Project WHF

-T20 of World Hope

Foundation. (5 girl

Children @ H7,500/-)

37,500.00 37,500.00 35,70,332.00 Through World Hope

Foundation

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


Sr.No



covered






(H)


programsSub-heads:



(2) Overheads(H)


up to thereporting

period(H)


implementingagency*

10 Chief Minister Relief

Fund, West Bengal

Social Welfare Contribution

towards Flood relief,

appeal by the Chief

Minister of West

Bengal through

Bharat Chamber

of Commerce, in

respect of Floods

happened in various

states of WB.

1,00,000.00 1,00,000.00 36,70,332.00 Through Bharat

Chamber of Commerce,

Kolkata

11 Adoption of 150 One

Teacher School

Promoting

Education

Adoption of 150

nos of One Teacher

School @H20000 per

School, in the State

of West Bengal and

Nort East States

30,00,000.00 30,00,000.00 66,70,332.00 Through Friends Tribal

Society' a NGO engaged

such type of social work.

12 Construction of School Social Welfare Construction of

School Building

of Sarswati Vidya

Mandir. Bagmundi,

West Bengal.

10,00,000.00 10,00,000.00 76,70,332.00 Through Vivekanda

Vidya vikash Parisad,

a leading Non Profit

Orgnaisation engaged

in promoting education.

13 Distribution of School

Bag and school

stationeries among the

Poor Students

Promoting

Education

at Kolkata, West

Bengal

83,200.00 83,200.00 77,53,532.00 Through "Krishnayam"

a NGO engaged such

type of activities.

14 Contribution for Mass

Mariage Ceremoney

for under privilege

people.

Social Welfare Paushi Village in

the district of East

Medinipore of West

Bengal

2,25,000.00 2,25,000.00 79,78,532.00 Through Rotary Club of

Calcutta Conclave.

15 Contribution for

furnitures of School

Promoting

Education

In the State of

Meghalya


16 Contribution for Road

Safety

Social Welfare Contribution for

Road Divider for

Road Safety at

Khordha, West

Bengal


17 Contribution of Biscuits

to the Underprivileged

Social Welfare In the various Places

of Telengana

10,94,792.00 10,94,792.00 93,90,324.00 Through Youngistan

Foundation & Robin

Hood Army




of Andhra Pradesh

11,74,629.00 11,74,629.00 1,05,64,953.00 Through Youngistan

Foundation & Robin

Hood Army


for Flood

Social Welfare Biscuits Contributed

in respect of the

Flood relief in the

State of Bihar

56,887.00 56,887.00 1,06,21,840.00 Through Internal CSR

Team

20 Contribution for

various School Activity

Promoting

Education

Contribution of

various staioneries to

a school in the state

of Bihar.

10,600.00 10,600.00 1,06,32,440.00 By Internal CSR Team


Sr.No



covered






(H)


programsSub-heads:



(2) Overheads(H)


up to thereporting

period(H)


implementingagency*

21 Contribution for

Construction of Yatri

Niwas


construction of

a Yatri Niwas at

Gangasagar, West

Bengal

50,00,000.00 50,00,000.00 1,56,32,440.00 Through Kolkata

Vastra Vyavsai Seva

Trust, engaged in such

actiities

22 Construction of

GouShala

Animal Welfare Construction of

Gousala in the state

of Haryana

39,00,000.00 39,00,000.00 1,95,32,440.00 Through Baijnath

Chaudhary Charitable

Trust, engaged in such

activities

23 Contribution for

Goushala

Animal Welfare Contribution for

Goushala

1,11,000.00 1,11,000.00 1,96,43,440.00 Through 'Gopal

Gobardhan Goushala'

engaged in such

activities

24 Contribution for

construction of Hall

engaged in vgarious

CSR Activities


Community Hall

1,00,000.00 1,00,000.00 1,97,43,440.00 Through 'Jagannath

Seva Samiti, of Kolkata

engaged in such

activities

25 Contribution for

Goushala

Animal Welfare Contribution for

Goushala

2,00,000.00 2,00,000.00 1,99,43,440.00 Through Calcutta

Pinjrapole Society, an

Organisation engaged

in such activities

26 Contribution for Adult

Heart Surgery of Poor.

Promoting

Healthcare

Contibution for

Heart Surgery

1,00,000.00 1,00,000.00 2,00,43,440.00 Through Rotary Club of

Calcutta Welfare Trust

27 Contribution for

Hospital Expenses of

the Needy and Poor

Promoting

Healthcare

Contribution for

Hospital Expenses of

the Poor People

1,00,000.00 1,00,000.00 2,01,43,440.00 Through Visudhanand

Hospital, Kolkata

engaged in Hospital

Service.

28 Cancer Awareness

Programmee &

Treatment of Poor

Promoting

Healthcare

Contribution for

Cancer Awarness

Programme and

Treatment of Poor

people at Delhi.

20,00,000.00 20,00,000.00 2,21,43,440.00 Through - All India

Marwari Yuva Manch,

a Trust engaged in the

social activities.

29 Contribution for Global

trditional Food Festival

Promoting Cultural

Activities

Promoting Global

traditional Food

Summit

25,000.00 25,000.00 2,21,68,440.00 Through "BHARTIYA

DHAROHAR" engaged

in such activities

30 Treatment of the Poor

and needy People

Promoting

Healthcare

Contribution

towards the tratment

of the Poor and

needy People

21,000.00 21,000.00 2,21,89,440.00 MAHARSHI VED VYAS

VIDHYAPEETH

31 Promoting Education Promoting

Education

Contribution towards

the promotion

of Education of

the Poor and

underprivileged

Children

5,00,000.00 5,00,000.00 2,26,89,440.00 BHART LOK SIKSHA

PARISHAD

32 Contribution towards

the running of a Trust

Promoting

Healthcare


the promotion

of healthcare

of the Poor and

underprivileged

Children

5,00,000.00 5,00,000.00 2,31,89,440.00 BHAORAS DEORAS

SEWA NYAS


Sr.No



covered






(H)


programsSub-heads:



(2) Overheads(H)


up to thereporting

period(H)


implementingagency*

33 Sports Promoting Sports Contribution

for running

the Physically

Challenged Children

playing Cricket

1,11,000.00 1,11,000.00 2,33,00,440.00 PYSICALLY

CHALLENGED CRICKET

ASSOCIATION

34 Education Promoting

Education


the promotion

of Education of

the Poor and

underprivileged

Children

42,000.00 42,000.00 2,33,42,440.00 MANAV MANDIR

MISSION TRUST


Education


the promotion

of Education of

the Poor and

underprivileged

Children

2,31,000.00 2,31,000.00 2,35,73,440.00 SHRI NIWAS SEWARTH

NIYAS


Education


the promotion

of Education of

the Poor and

underprivileged

Children

60,000.00 60,000.00 2,36,33,440.00 SHAKTI SHIKSHA NYAS

37 Environmental

Sustainabilty

Promoting

Greenery

Contribution for

creating Greenery

and reduction of the

Pollution

45,000.00 45,000.00 2,36,78,440.00 THE EARTH SAVIOURS

FOUNDATION




in the state of UP

and Delhi

1,04,829.00 1,04,829.00 2,37,83,269.00 ANAND DHAM ASHRAM

39 Blood Donation

Camp & Awareness

Programmee

Promoting

Education

In the various Places

in the state of UP

and Delhi

1,00,053.60 1,00,053.60 2,38,83,322.60 By Own CSR Team


Education


the promotion

of Education of

the Poor and

underprivileged

Children

38,204.00 38,204.00 2,39,21,526.60 KASTURBA BALIKA

VIDYALAY & SHIV KAVAR

SEWA SAMITI




in the state of UP

and Delhi

1,37,572.00 1,37,572.00 2,40,59,098.60 SHREE AGARSEN

FOUNDATION

42 Salary Paid by the

Company to the CSR

Personnel

Salary Salary 1,63,398.00 1,63,398.00 2,42,22,496.60 By the Company

• The CSR Committee confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the

Company.

Place: Kolkata BIMAL KUMAR CHOUDHARY MAMTA BINANI Date: 17.08.2018 Member (CSR Committee) Chairperson (CSR Committee)


AN

NEX

URE

- H

FORM

NO

. AO

C-2

EXTR

AC

T O

F A

NN

UA

L RE

TURN

as o

n th

e fin

anci

al y

ear e

nded

on

31s

t day

of m

arch

, 201

8

(Pur

suan

t to

clau

se (h

) of s

ub-s

ectio

n (3

)of s

ectio

n 13

4 of

the

Act

and

Rul

e 8(

2) o

f the

Com

pani

es (A

ccou

nts)

Rul

es, 2

014)

Form

for d

iscl

osur

e of

par

ticul

ars

of c

ontr

acts

/arr

ange

men

ts e

nter

ed in

to b

y th

e co

mpa

ny w

ith re

late

d pa

rtie

s re

ferr

ed to

in s

ub-s

ectio

n (1

) of s

ectio

n 18

8 of

the

Com

pani

es A

ct,

2013

incl

udin

g ce

rtai

n ar

ms

leng

th tr

ansa

ctio

ns u

nder

third

pro

viso

ther

eto:

1. D

etai

ls o

f con

trac

ts o

r arr

ange

men

ts o

r tra

nsac

tions

not

at a

rm’s

leng

th b

asis

:

Sr.

No.

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

Nam

e(s)

of t

he re

late

d pa

rty

and

natu

re o

f rel

atio

nshi

p N

atur

e of

con

trac

ts/

arra

ngem

ents

/tr

ansa

ctio

ns

Dur

atio

n of

th

e co

ntra

cts

/ ar

rang

emen

ts/

tran

sact

ions

Salie

nt te

rms

of

the

cont

ract

s or

ar

rang

emen

ts o

r tr

ansa

ctio

ns in

clud

ing

the

valu

e, if

any

Just

ifica

tion

for e

nter

ing

into

suc

h co

ntra

cts

or a

rran

gem

ents

or

tran

sact

ions

date

(s) o

f ap

prov

al b

y th

e Bo

ard

Am

ount

pai

d as

adv

ance

s,

if an

y:

Dat

e on

whi

ch

the

reso

lutio

n w

as p

asse

d in

gen

eral

m

eetin

g as

re

quire

d un

der

first

pro

viso

to

sect

ion

188

Act

ual

tran

sact

ions

/ pa

ymen

ts m

ade

duri

ng th

e ye

ar

(Hin

Lak

hs)

Tran

sact

ion

mad

e du

ring

the

year

with

Kes

hav

Chou

dhar

y

1Ke

shav

Cho

udha

ry -

Son

of

Man

agin

g D

irect

or, M

r. Bi

mal

Kum

ar

Cho

udha

ry

Educ

atio

n/

Dev

elop

men

t of

Empl

oyee

s

Till

the

Com

plet

ion

of

his

high

er S

tudi

es /

trai

nnin

g

App

oint

ed a

s th

e

Man

agem

ent T

rain

ee o

f

the

com

pany

on

such

term

& Co

nditi

on in

clud

ing

his

Sala

ry/S

tipen

d, tr

aini

ng,

Educ

atio

n &

othe

r Exp

ense

s,

to th

e tu

ne o

f H3

Cro

res

per y

ear

This

tran

sact

ion

is a

s

per t

he H

R Po

licy

of th

e

Com

pany

and

the

sam

e

will

be

bene

fited

to th

e

Com

pany

for k

eepi

ng

tale

nted

per

sonn

el w

ithin

the

orga

nisa

tion.

27.0

4.20

17

Nil

19.0

5.20

1762

.66

Tra

nsac

tion

mad

e du

ring

the

year

with

Jyot

im C

onst

ruct

ion

LLP

2Su

rabh

i Cho

wdh

ary

- dau

ghte

r of

Man

agin

g D

irect

or, M

r. Bi

mal

Kum

ar

Cho

udha

ry

Educ

atio

n/

Dev

elop

men

t of

Empl

oyee

s

Till

the

Com

plet

ion

of

her h

ighe

r Stu

dies

/

trai

nnin

g

App

oint

ed a

s th

e

Man

agem

ent T

rain

ee o

f

the

com

pany

on

such

term

& Co

nditi

on in

clud

ing

her

Sala

ry/S

tiphe

n, tr

aini

ng,

Educ

atio

n &

othe

r Exp

ense

s,

to th

e tu

ne o

f H3

Cro

res

per y

ear

This

tran

sact

ion

is a

s

per t

he H

R Po

licy

of th

e

Com

pany

and

the

sam

e

will

be

bene

fited

to th

e

Com

pany

for k

eepi

ng

tale

nted

per

sonn

el w

ithin

the

orga

nisa

tion.

27.0

4.20

17

Nil

19.0

5.20

1742

.23

Tran

sact

ion

mad

e du

ring

the

year

with

Jyot

im C

onst

ruct

ion

LLP

3Jy

otim

Con

stru

ctio

n Pv

t.Ltd

.(Jyo

tim

Cons

truc

tion

LLP

w.e

.f. 2

7.02

.201

7)

(Dire

ctor

s ar

e pa

rtne

rs in

the

LLP)

Rent

al O

ccup

atio

n of

Busi

ness

pla

ce

5 ye

ars

Rent

Agr

eem

ent /

Ren

t

H10

00 P

.M.

The

tran

sact

ions

with

the

said

gro

up C

ompa

ny

is re

quire

d fo

r sm

ooth

Busi

ness

ope

ratio

n an

d

earn

ings

of p

rofit

27.0

4.20

17N

il19

.05.

2017

0.12


Sr.

No.

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

Nam

e(s)

of t

he re

late

d pa

rty

and

natu

re o

f rel

atio

nshi

p N

atur

e of

con

trac

ts/

arra

ngem

ents

/tr

ansa

ctio

ns

Dur

atio

n of

th

e co

ntra

cts

/ ar

rang

emen

ts/

tran

sact

ions

Salie

nt te

rms

of

the

cont

ract

s or

ar

rang

emen

ts o

r tr

ansa

ctio

ns in

clud

ing

the

valu

e, if

any

Just

ifica

tion

for e

nter

ing

into

suc

h co

ntra

cts

or a

rran

gem

ents

or

tran

sact

ions

date

(s) o

f ap

prov

al b

y th

e Bo

ard

Am

ount

pai

d as

adv

ance

s,

if an

y:

Dat

e on

whi

ch

the

reso

lutio

n w

as p

asse

d in

gen

eral

m

eetin

g as

re

quire

d un

der

first

pro

viso

to

sect

ion

188

Act

ual

tran

sact

ions

/ pa

ymen

ts m

ade

duri

ng th

e ye

ar

(Hin

Lak

hs)

Tran

sact

ion

mad

e du

ring

the

year

with

Won

derl

and

Real

tors

LLP

4W

onde

rland

Rea

ltors

Pvt

. Ltd

.

(Won

derla

nd R

ealto

rs L

LP w

.e.f.

07.0

2.20

17) (

Dire

ctor

s ar

e pa

rtne

rs

in th

e LL

P)

Rent

al O

ccup

atio

n of

Busi

ness

pla

ce

5 ye

ars

Rent

Agr

eem

ent /

Ren

t

H10

00 P

.M.

The

tran

sact

ions

with

the

said

gro

up C

ompa

ny

is re

quire

d fo

r sm

ooth

Busi

ness

ope

ratio

n an

d

earn

ings

of p

rofit

27.0

4.20

17N

il19

.05.

2017

0.12

Tran

sact

ion

mad

e du

ring

the

year

with

Urb

an N

irm

an L

LP

5U

rban

Nirm

an P

vt. L

td. (

Urb

an

Nirm

an L

LP w

.e.f.

07.

02.2

017)

(Dire

ctor

s ar

e pa

rtne

rs in

the

LLP)

Rent

al O

ccup

atio

n of

Busi

ness

pla

ce

5 ye

ars

Rent

Agr

eem

ent /

Ren

t

H10

00 P

.M.

-do-

27.0

4.20

17N

il19

.05.

2017

0.12

Tran

sact

ion

mad

e du

ring

the

year

with

Muk

und

Nir

man

LLP

6M

ukun

d N

irman

Pvt

. Ltd

. (M

ukun

d

Nirm

an L

LP w

.e.f.

06.

02.2

017)

(Dire

ctor

s ar

e pa

rtne

rs in

the

LLP)

Rent

al O

ccup

atio

n of

Busi

ness

pla

ce

5 ye

ars

Rent

Agr

eem

ent /

Ren

t

H10

00 P

.M.

-do-

27.0

4.20

17N

il19

.05.

2017

0.12

Tran

sact

ion

mad

e du

ring

the

year

with

Tip

Top

Nir

man

LLP

7Ti

p-To

p N

irman

Pvt

. Ltd

. (Ti

p-to

p

Nirm

an L

LP w

.e.f.

06.

02.2

017)

(Dire

ctor

s ar

e pa

rtne

rs in

the

LLP)

Rent

al O

ccup

atio

n of

Busi

ness

pla

ce

5 ye

ars

Rent

Agr

eem

ent /

Ren

t

H10

00 P

.M.

-do-

27.0

4.20

17N

il19

.05.

2017

0.12

Tran

sact

ion

mad

e du

ring

the

year

with

Ank

it Ch

oudh

ary

8A

nkit

Cho

udha

ry s

on o

f Mr.

Dili

p

Kum

ar C

houd

hary

(Who

le-T

ime

Dire

ctor

of t

he C

ompa

ny)

App

iont

men

t

as ‘D

irect

or-

Inte

rnat

iona

l Tra

de'

In th

e em

ploy

men

t of

the

Com

pany

H10

.00

lakh

s pe

r mon

th

App

oint

ed a

s a

Seni

or

Man

ager

ial P

erso

nal

hold

ing

the

desi

gnat

ion

as -

Dire

ctor

- In

tern

atio

nal

Trad

e.

31.0

5.20

17N

il10

.07.

2017

112.

76

Tran

sact

ion

mad

e du

ring

the

year

with

Sun

il Ch

oudh

ary

9Su

nil C

houd

hary

, S/o

Mr.

Bisw

anat

h

Cho

udha

ry (W

hole

-Tim

e D

irect

or o

f

the

Com

pany

)

App

oint

men

t

as ‘D

irect

or –

Proc

urem

ent’

In th

e em

ploy

men

t of

the

Com

pany

H10

.00

lakh

s pe

r mon

th

App

oint

ed a

s a

Seni

or

Man

ager

ial P

erso

nal h

oldi

ng

the

desi

gnat

ion

as -

Dire

ctor

- Pr

ocur

emen

t.

27.0

4.20

17N

il19

.05.

2017

112.

26

Tran

sact

ion

mad

e du

ring

the

year

with

Vik

ash

Chou

dhar

y

10Vi

kash

Cho

udha

ry, S

/o M

r.Bis

wan

ath

Cho

udha

ry (W

hole

-Tim

e D

irect

or o

f

the

Com

pany

)

App

oint

ed a

s

"Dire

ctor

- O

pera

tion"

In th

e em

ploy

men

t of

the

Com

pany

H10

.00

lakh

s pe

r mon

th

App

oint

ed a

s a

Seni

or

Man

ager

ial P

erso

nal

hold

ing

the

desi

gnat

ion

as

- Dire

ctor

- O

pera

tion.

27.0

4.20

17

NIL

19.0

5.20

1711

2.48


Sr.

No.

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

Nam

e(s)

of t

he re

late

d pa

rty

and

natu

re o

f rel

atio

nshi

p N

atur

e of

con

trac

ts/

arra

ngem

ents

/tr

ansa

ctio

ns

Dur

atio

n of

th

e co

ntra

cts

/ ar

rang

emen

ts/

tran

sact

ions

Salie

nt te

rms

of

the

cont

ract

s or

ar

rang

emen

ts o

r tr

ansa

ctio

ns in

clud

ing

the

valu

e, if

any

Just

ifica

tion

for e

nter

ing

into

suc

h co

ntra

cts

or a

rran

gem

ents

or

tran

sact

ions

date

(s) o

f ap

prov

al b

y th

e Bo

ard

Am

ount

pai

d as

adv

ance

s,

if an

y:

Dat

e on

whi

ch

the

reso

lutio

n w

as p

asse

d in

gen

eral

m

eetin

g as

re

quire

d un

der

first

pro

viso

to

sect

ion

188

Act

ual

tran

sact

ions

/ pa

ymen

ts m

ade

duri

ng th

e ye

ar

(Hin

Lak

hs)

Tran

sact

ion

mad

e du

ring

the

year

with

Dee

pak

Chou

dhar

y

11D

eepa

k C

houd

hary

,

S/o

Mr.

Bisw

anat

h C

houd

hary

(Who

le-T

ime

Dire

ctor

of t

he

Com

pany

)

App

oint

ed a

s

"Dire

ctor

- O

pera

tion"

In th

e em

ploy

men

t of

the

Com

pany

H10

.00

lakh

s pe

r mon

th

App

oint

ed a

s a

Seni

or

Man

ager

ial P

erso

nal

hold

ing

the

desi

gnat

ion

as

- Dire

ctor

- O

pera

tion.

27.0

4.20

17

NIL

19.0

5.20

1711

2.3

Tran

sact

ion

mad

e du

ring

the

year

with

Pal

ak C

houd

hary

12Pa

lak

Cho

udha

ry D

/O

Mr.

Gob

indr

am C

houd

hary

,

(Man

agin

g D

irect

or o

f the

Com

pany

)

Educ

atio

n/

Dev

elop

men

t of

Empl

oyee

s

Till

the

Com

plet

ion

of

her h

ighe

r Stu

dies

/

trai

nnin

g

App

oint

ed a

s th

e

Man

agem

ent T

rain

ee o

f

the

com

pany

on

such

term

& Co

nditi

on in

clud

ing

her

Sala

ry/S

tiphe

n, tr

aini

ng,

Educ

atio

n &

othe

r Exp

ense

s,

to th

e tu

ne o

f H3

Cro

res

per y

ear

This

tran

sact

ion

is a

s

per t

he H

R Po

licy

of th

e

Com

pany

and

the

sam

e

will

be

bene

fited

to th

e

Com

pany

for k

eepi

ng

tale

nted

per

sonn

el w

ithin

the

orga

nisa

tion.

27.0

4.20

17

NIL

19.0

5.20

1740

.55

Tran

sact

ion

mad

e du

ring

the

year

with

Am

an C

houd

hary

13A

man

Cho

udha

ry, S

/O

Mr.

Gob

indr

am C

houd

hary

,

(Man

agin

g D

irect

or o

f the

Com

pany

)

App

oint

ed a

s

"Dire

ctor

- O

pera

tion"

In th

e em

ploy

men

t of

the

Com

pany

H5.

00 la

khs

per m

onth

A

ppoi

nted

as

a Se

nior

Man

ager

ial P

erso

nal

hold

ing

the

desi

gnat

ion

as

- Dire

ctor

- O

pera

tion.

27.0

4.20

17

NIL

19.0

5.20

1782

.7

Tran

sact

ion

mad

e du

ring

the

year

with

Ana

nt U

dyog

LLP

14A

nant

Udy

og L

LP, w

here

the

4 Ex

ecut

ive

Dire

ctor

s ar

e th

e

Des

igna

ted

Part

ner

Agr

eem

ent f

or

prov

idin

g Se

rvic

e

3yea

rs s

tart

ing

from

01.0

4.20

17

H0.

25 la

khs

per m

onth

fo

r pro

vidi

ng s

ervi

ce

rela

ting

to In

vest

men

ts,

insu

ranc

e A

dvis

ory

etc

as

per t

he A

gree

men

t dat

ed

28.0

4.20

17

27.0

4.20

17N

IL19

.05.

2017

3.14

On

beha

lf of

the

Boar

d of

Dire

ctor

s

Plac

e: K

olka

ta

Bisw

anat

h Ch

oudh

ary

Dat

e: 1

7.08

.201

8 Ch

airm

an


FINANCIAL SECTIONS


Report on the Ind AS Financial StatementsWe have audited the accompanying Ind AS Financial statements

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

the Balance Sheet as at 31st March, 2018, the Statement of Profit

and Loss (including Other Comprehensive Income), the Cash Flow

Statement and the Statement of Changes in Equity for the year

then ended, and a summary of the significant accounting policies

and other explanatory information for the year ended on that

date(hereinafter referred to as “Ind AS financial statements”).

Management’s Responsibility for the Ind AS Financial StatementsThe 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 Ind AS financial statements that

gives a true and fair view of the state of affairs (financial position),

Profit or loss (financial performance including other comprehensive

income),cash flows and changes in Equity of the Company in

accordance with the accounting principles generally accepted in

India, including the Indian Accounting Standards (Ind AS) prescribed

under section 133 of the Act.

This responsibility also includes maintenance of adequate

accounting records in accordance with the provisions of the Act

for safeguarding 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 Ind AS financial statements that gives a true and fair view and

are free from material misstatement, whether due to fraud or error.

Auditors’ ResponsibilityOur responsibility is to express an opinion on these Ind AS financial

statements based on our audit. We have taken into account the

provisions of the Act, the Accounting and Auditing Standards

and matters which are required to be included in the audit report

under the provisions of the Act and the Rules made thereunder. We

conducted our audit in accordance with the Standards on Auditing

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 Ind AS

financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence

about the amounts and the disclosures in the Ind AS financial

statements. The procedures selected depend on the auditors’

judgment, including the assessment of the risks of material

misstatement of the Ind AS 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 Ind AS financial statements that gives a true and fair view in order

to design audit procedures that are appropriate in the circumstances.

An audit also includes evaluating the appropriateness of the

accounting policies used and the reasonableness of the accounting

estimates made by the Company’s Directors, as well as evaluating

the overall presentation of the Ind AS 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 Ind

AS financial statements.

OpinionIn our opinion and to the best of our information and according to

the explanations given to us, the financial statements read together

with notes thereon give the information required by the Act in the

manner so required and give a true and fair view in conformity with

the accounting principles generally accepted in India of the state

of affairs of the Company as at 31st March, 2018, its profit and total

comprehensive income, its cash flows and the changes in equityfor

the year ended on that date.

Emphasis of MatterAttention is drawn to Note 56 to the accompanying financial

statements dealing with amalgamation of Anmol Biscuits Limited

and Anmol Bakers Private Limited with the Company with effect

from 1st April, 2016 and April 2, 2016 respectively and demerger of

Corporate Management & Treasury (CMT) Division of the Company

to Anant Udyog Private Limited with effect from March 22, 2017

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

by the National Company Law Tribunal (NCLT).The accounting

treatment of the said amalgamation being given effect to in

these IND AS financial statements pursuant to the said Scheme in

accordance with “Purchase Method” as per Accounting Standard

14 – Accounting for Amalgamations (AS 14) in terms of then

applicable generally accepted accounting standards/ principles

is different from the pooling of interest method prescribed under

Ind AS 103–‘Business Combinations’ for business combination of

entities under common control. Considering that the Scheme has

INDEPENDENT AUDITORS’ REPORTTo

The Members of



been approved by NCLT and has to be mandatorily followed, no

adjustment in this respect has been carried out by the management.

However, the impact thereof has been disclosed under Note 56 (C).

Our opinion is not modified in this respect.

Report on Other Legal and Regulatory RequirementsAs required by the Companies (Auditor’s Report) Order, 2016 (“the

Order”), issued by the Central Government of India in terms of

sub-section (11) of section 143 of the Act, and according to the

information and explanations given to us and also on the basis of

such checks as we considered appropriate, we give in the Annexure

“A” a statement on the matters specified in paragraphs 3 and 4 of

the Order.

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

a) We have sought and obtained all the information and

explanations which to the best of our knowledge and belief

were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law

have been kept by the Company so far as it appears from our

examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss, the Cash

Flow Statement and Statement of Changes in Equity dealt with

by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with

the Indian Accounting Standards (Ind AS) specified under

section 133 of the Act.

e) On the basis of the written representations received from the

directors as on 31st March, 2018, taken on record by the Board

of Directors, none of the directors is disqualified as on 31st

March, 2018, from being appointed as a director in terms of

section 164 (2) of the Act.

f ) With respect to the adequacy of the internal financial controls

over financial reporting of the Company and the operating

effectiveness of such controls, refer to our separate Report in

“Annexure B”.

g) With respect to the other matters to be included in the

Auditor’s Report in accordance with Rule 11 of the Companies

(Audit and Auditors) Rules, 2014, in our opinion and to the best

of our information and according to the explanations given to

us:

i. As per representation received from the management,

impact of pending litigations (other than those already

recognized in the accounts) on the financial position

of the Company have been disclosed in the financial

statements as required in terms of accounting standards

and provisions of the Act (Refer Note 30 of the financial

statements);

ii. According to the information and explanations and

representation received, the Company does not have any

long-term contracts for which there were any material

foreseeable losses. As represented to us, the company did

not enter into any derivative contracts;

iii. There are no amounts which were required to be

transferred to the Investor Education and Protection Fund

by the Company.

For Lodha & Co.Chartered Accountants

Firm’s ICAI Registration No.:301051E

R.P. SinghPlace: Kolkata Partner

Date: 17th August, 2018 Membership No: 052438


i) (a) The Company has maintained proper records showing full

particulars including quantitative details and situation of

fixed assets.

(b) The fixed assets are physically verified by the management

according to a phased programme designed to cover all

the items over a period of three years, which in our opinion,

is reasonable having regard to the size of the Company

and nature of its assets. In respect of physical verification

of fixed assets so far carried out and reconciled with the

records, as explained discrepancies were not material.

(c) According to the information and explanations given to

us, the title deeds of immovable property are held in the

name of the company except in respect of the following

which have been acquired on amalgamation of various

companies and are pending transfer in favour of the

Company:

(Rs. In lacs)

No. ofcases

GrossBlock

NetBlock

Land-Freehold 17 234.09 234.09

Land-Leasehold 3 516.84 481.27

Building 56 6,538.19 6,328.55

Roads 1 560.35 461.48

For the aforesaid purpose, land deed/ lease deed has

been taken as the basis for verification of self-constructed

building thereon.

ii) As informed, inventories except those lying with converters

have been physically verified by the management at reasonable

intervals. In case of inventories lying with converters and third

parties, these have been considered based on the confirmation

received from them. In our opinion and according to the

information and explanations given to us, frequency of such

verification is reasonable. As far as ascertained, discrepancies

noticed on physical verification of inventory were not material

as compared to the book records and these have been properly

dealt with in the books of account.

iii) According to the information and explanations given to us, the

Company has not granted any loans, secured or unsecured, to

any company, firms, limited liability partnership or other parties

covered in the register maintained under section 189 of the

Act. Accordingly, the provisions of Clause 3 (iii) of the Order are

not applicable to the Company.

iv) According to the information and explanations given to us, the

Company has complied with the provisions of Section 185 and

186 of the Act with respect to loans and guarantee given and

investments made.

v) The Company has not accepted any deposits from public and

accordingly, the provisions of Clause 3 (v) of the Order are not

applicable to the Company.

vi) According to the information and explanation given to us,

the Central Government has not prescribed for maintenance

of cost records under section 148(1) of the Act and therefore

clause 3(vi) of the Order is not applicable to the Company.

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

to us, the Company is generally regular in depositing

with the appropriate authorities undisputed statutory

dues including Provident Fund, Employee’s State

Insurance, Income Tax, Sales Tax, Service Tax, Value

added Tax, Customs Duty, Excise Duty, Cess and other

material statutory dues applicable to it. According to the

information and explanations given to us, there are no

undisputed amounts payable in respect of aforesaid dues

for a period of more than six months from the date they

become payable except income tax of Rs. 50.43 lacs.

ANNExURE ‘A’ TO INDEPENDENT AUDITOR’S REPORTAnnexure ‘A’ referred to in our report of even date


(b) According to the information and explanations given to us, there are no dues of Income tax, Sales Tax, Value added Tax, Service Tax,

Customs Duty, Excise Duty and Cess which have not been deposited on account of dispute except as given below:

Name of the Statute Nature of the Dues Amount * (In Lacs)

Period to which the amount relates

Forum where dispute is pending

The Central Excise Act, 1944

Excise Duty 63.58 2006-07 Appellate (Tribunal)CENVAT Credit 99.66 March 2007 to May

2007Commissioner of Central Excise

CENVAT Credit 8.16 2008-09 Commissioner of Central ExciseCENVAT Credit 61.04 2013-14 & 2014-15 Assistant CommissionerService Tax Credit 27.51 Jan 2005 to Sep

2007CESTAT

Service Tax 215.56 2011-2016 Assistant CommissionerService Tax 15.73 2013-14/2015-16 Assistant Commissioner, CGSTCENVAT Credit 218.01 2012-13/2015-16 Commissioner of CGSTExcise Duty 187.28 2010-11 CESTAT, Allahabad

The West Bengal Value Added Tax Act 2003

Value Added Tax 78.33 2013-14 & 2014-15 Joint Commissioner Commercial Taxes

Central Sales Tax Act, 1956

Central Sales Tax 52.06 2013-14 & 2014-15 Joint Commissioner Commercial Taxes

Bihar Value Added Tax Act, 2005

Value Added Tax 2.20 2014-15 Joint Commissioner, Appeals (Office of the Commercial Tax)

UP Sales Tax Sales tax including Penalty 383.81 2006-07 & 2007-08 Hon’ble Supreme CourtSales tax 173.95 2014-15 Additional Commissioner

(Appeals) Commercial Tax, Noida

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

viii) In our opinion and according to the information and

explanations given to us, the company has not defaulted

in repayment of borrowings from banks. The Company

has no loans or borrowings from financial institutions,

government or debenture holders during the year.

ix) According to the information and explanations given to

us, the Company has not raised monies by way of public

offer nor has raised term loans from banks during the year.

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

account carried out in accordance with the generally

accepted auditing practices in India, we have neither

come across any incidence of fraud on or by the Company,

nor have we been informed of any such case by the

management.

xi) According to the information and explanations given to

us, the managerial remuneration paid or provided during

the year was in accordance with provisions of Section 197

read with Schedule V to the Act.

xii) In our opinion and according to the information and

explanations given to us, the Company is not a Nidhi

Company and accordingly, the provision of Clause 3(xii) of

the Order is not applicable to the Company.

xiii) According to the information and explanations given to us,

the Company is in compliance with Section 188 and 177

of the Act, where applicable, for all transactions with the

related parties and the details of related party transactions

have been disclosed inthe financial statements as required

in terms of the applicable accounting standards.

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

preferential allotment or private placement of shares or

fully or partly convertible debentures and accordingly, the

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

the Company.

xv) According to the information and explanations given to

us and based on our examination of the records, during

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

transactions with directors or persons connected with the

directors.

xvi) According to the information and explanations given to

us, the Company is not required to be registered under

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






We have audited the internal financial controls over financial

reporting of Anmol Industries Limited (“the Company”) as at 31st

March, 2018 in conjunction with our audit of the Ind AS Financial

statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial ControlsThe Company’s management is responsible for establishing and

maintaining internal financial controls based on the internal control

over financial reporting criteria established by the Company

considering the essential components of internal control stated

in the Guidance Note on Audit of Internal Financial Controls

Over Financial Reporting issued by the Institute of Chartered

Accountants of India (ICAI). These responsibilities include the

design, Implementation and maintenance of adequate internal

financial controls that were operating effectively for ensuring the

orderly and efficient conduct of its business, including adherence

to company’s policies, the safeguarding of its assets, the prevention

and detection of frauds and errors, the accuracy and completeness

of the accounting records, and the timely preparation of reliable

financial information, as required under the Act.

Auditors’ ResponsibilityOur 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 Act, to

the extent applicable to an audit of internal financial controls, both

applicable to an audit of Internal Financial Controls and, both issued

by the ICAI. Those Standards and the Guidance Note require that we

comply with ethical requirements and plan and perform the audit

to obtain reasonable assurance about whether adequate internal

financial controls over financial reporting was established and

maintained and if such controls operated effectively in all material

respects.

Our audit involves performing procedures to obtain audit evidence

about the adequacy of the internal financial controls system over

financial reporting and their operating effectiveness. Our audit

of internal financial controls over financial reporting included

obtaining an understanding of internal financial controls over

financial reporting, assessing the risk that a material weakness exists,

and testing and evaluating the design and operating effectiveness of

internal control based on the assessed risk. The procedures selected

depend on the auditor’s judgment, including the assessment of the

risks of material misstatement of the financial statements, whether

due to fraud or error.

We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our audit opinion on the

Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial ReportingA company’s internal financial control over financial reporting is a

process designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally

accepted accounting principles. A company’s internal financial

control over financial reporting includes those policies and

procedures that (1) pertain to the maintenance of records that, in

reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company; (2)provide reasonable

assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally

accepted accounting principles, and that receipts and expenditures

of the company are being made only in accordance with

authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use, or disposition of the

company’s assets that could have a material effect on the financial

statements.

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause 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

ANNExURE ‘B’ TO INDEPENDENT AUDITOR’S REPORT‘Annexure B’ referred to in our report of even date

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)


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.

OpinionIn 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, 2018, 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.






BALANCE ShEET as at 31st March 2018

Particulars Note No.

As at 31st March, 2018


As at 1st April, 2016

ASSETSNon-current assets (a) Property, Plant and Equipment 5 33,705.42 35,680.89 6,382.00 (b) Capital work-in-progress 5 1,112.37 970.18 - (c) Goodwill on Amalgamation 6 35,700.41 47,600.54 - (d) Other Intangible assets 7 11.59 13.68 - (e) Financial Assets (i) Investments 8 385.40 440.58 338.33 (ii) Loans 9 16.82 13.84 - (iii) Other financial assets 10 1,159.97 1,313.35 437.36 (f ) Other non-current assets 11 49.44 95.94 119.96

72,141.42 86,129.00 7,277.65Current assets (a) Inventories 12 3,955.43 3,355.17 583.79 (b) Financial Assets (i) Investments 13 - - 8,057.20 (ii) Trade receivables 14 325.07 305.82 71.02 (iii) Cash and cash equivalents 15 1,081.78 296.33 609.08 (iv) Bank balances (other than (iii) above) 16 78.59 1,148.18 2,010.00 (v) Loans 17 23.01 25.62 477.34 (vi) Other financial assets 18 1,917.00 674.39 706.51 (c) Other current assets 19 1,225.70 1,598.33 154.24

8,606.58 7,403.84 12,669.18Total Assets 80,748.00 93,532.84 19,946.83EQUITY AND LIABILITIESEquity (a) Equity Share capital 20 6,178.85 1,235.77 466.02 (b) Other Equity 21 55,818.06 65,146.21 13,611.54

61,996.91 66,381.98 14,077.56LiabilitiesNon-current liabilities (a) Financial Liabilities (i) Borrowings 22 1,924.44 5,383.72 724.47 (ii) Other financial liabilities 23 - - 1.50 (b) Government Grants 24 346.46 519.43 453.00 (c) Provisions 25 313.24 292.28 16.11 (d) Deferred tax liabilities (Net) 26 3,280.37 2,754.77 446.38 (e) Other non-current liabilities 27 - 12.71 -

5,864.51 8,962.91 1,641.46Current liabilities (a) Financial Liabilities (i) Borrowings 28 497.03 7,075.16 2,082.02 (ii) Trade payables 29 6,464.46 4,070.73 616.45 (iii) Other financial liabilities 30 1,454.42 3,390.48 482.44 (b) Other current liabilities 31 2,916.18 2,493.04 267.65 (c) Government Grants 32 163.17 153.37 143.17 (d) Provisions 33 962.53 927.41 0.47 (e) Current Tax Liabilities (Net) 34 428.79 77.76 635.61

12,886.58 18,187.95 4,227.81Total Equity and Liabilities 80,748.00 93,532.84 19,946.83

Significant Accounting policies and other accompanying notes as appearing in Note 1 to 61 forms an integral part of the financial statements.

As per our report of even dateFor Lodha & Co For and on behalf of the Board of DirectorsChartered Accountants

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

Place: Kolkata Bimal Kumar Choudhary Poonam Chandra Tibrewal Brundaban BeheraDate: 17th August, 2018 (Managing Director) (Chief Financial Officer) (Company Secretary)

(Rs. in Lacs)


STATEMENT OF PROFIT AND LOSS for the year ended 31st March 2018


For the year ended 31st March, 2018


REVENUERevenue From Operations 35 1,13,413.04 1,23,633.04Other Income 36 361.66 446.96Total income 1,13,774.70 1,24,080.00ExPENSESCost of materials consumed 37 69,989.23 84,653.00Purchases of stock-in-trade 38 19.99 50.49Changes in inventories of finished goods, stock-in-trade and work-in-

progress

39 (579.64) 35.40

Excise Duty 838.00 950.15Employee benefits expense 40 6,302.10 5,465.77Finance costs 41 913.42 815.94Depreciation and amortisation expense 42 2,875.98 2,194.37Other expenses 43 20,886.43 18,919.21Total expenses 1,01,245.51 1,13,084.33Profit before Tax and Exceptional Items 12,529.19 10,995.67Exceptional Items 57 - 2,041.88Profit before tax from continuing operations 12,529.19 8,953.79Tax expense: Current tax 53 4,187.12 3,189.37 Deferred tax 26 513.15 (281.30) Income Tax relating to earlier years 53 (406.63) -

4,293.64 2,908.07Profit after Tax from continuing operations 8,235.55 6,045.72Profit from discontinuing operations 58 - 1,277.01Tax expense of discontinuing operations 58 - 153.77Profit after Tax from discontinuing operations - 1,123.24Profit for the year 8,235.55 7,168.96Other Comprehensive IncomeItems that will not be reclassified to profit or lossRe-measurement of defined benefit plans 35.63 35.70Income tax on above 26 12.45 12.36Other Comprehensive Income for the year 23.18 23.34Total Comprehensive Income for the year 8,258.73 7,192.30Earnings per equity share (Face value of Rs. 10 each.) Equity Share of par value of Rs. 10/- each Basic and Diluted (From Continuing Operations) 50 13.33 9.78 Basic and Diluted (From Discontinuing Operations) 50 - 1.82 Basic and Diluted (Total) 50 13.33 11.60





(Rs. in Lacs)


CASh FLOw STATEMENT for the year ended 31st March 2018

Particulars For the year ended 31st March, 2018


A CASh FLOw FROM OPERATING ACTIVITIES: Net Profit before taxes 12,529.19 10,230.80 Adjustments for: Depreciation and amortisation expenses 2,875.98 2,207.23 Provision for Doubtful Debt 19.48 12.03 Provision for Slow Moving Materials 32.25 12.75 Provision For Doubtful Advances - 22.00 Provision for Indirect taxes - 897.91 Bad Debt 22.73 2.63 (Profit) / Loss on Sale / Discard of Fixed Assets 8.92 0.14 Interest Credited (77.33) (661.90) Finance Costs 913.42 835.52 Profit on sale of Investment - (761.85) Net Loss on Fair Value Measurement 55.17 - Reversal of Provision of Doubtful Capital advance (1.75) - Reversal of Provision of Doubtful Debts (5.37) (4.09) Liability no longer required written back (186.70) (2.96) Dividend Income (2.82) 3,653.98 (102.34) 2,457.07 Operating Profit before Working Capital Changes 16,183.17 12,687.87 Adjustments for Changes in Working Capital: (Increase)/ Decrease in Trade and Other Receivables (853.24) (1.27) (Increase)/ Decrease in Inventories (632.51) 150.59 Increase/ (Decrease) in Other Current Liabilities (47.23) 1,627.44 Increase/ (Decrease) in Trade Payables and Provisions 2,485.44 952.46 (695.64) 1,081.12 Cash Generated from Operations 17,135.63 13,768.99 Taxes paid (net) (3,622.20) (3,877.70) Net Cash from Operating Activities 13,513.43 9,891.29B CASh FLOw FROM INVESTING ACTIVITIES: Purchase of Fixed Assets (1,316.43) (4,541.21) Sale of Fixed Assets 30.06 88.87 (Purchase)/ Sale of Investments - (6,994.23) Loan (given) / Recovered to / from body Corporate - (1,872.29) Fixed Deposit Matured / (Taken) 1,244.61 3,335.98 Interest Received 90.98 823.80 Dividend Received 2.82 52.04 102.34 (9,056.74) Net Cash from Investing Activities 52.04 (9,056.74)C CASh FLOw FROM FINANCING ACTIVITIES: Proceeds from Borrowings (11,271.09) 144.65 Buyback of shares - (653.85) Interest Paid (765.26) (860.18) Dividend Paid (617.88) - Tax on Dividend (125.79) (12,780.02) - (1,369.38) Net Cash from / (Used) in Financing Activities (12,780.02) (1,369.38) Net Increase / (Decrease) in Cash and Cash Equivalents (A+B+C) 785.45 (534.83) Opening Balance of Cash and Cash Equivalents (Refer Note 15) 296.33 609.08 Opening Balance of Cash and Cash Equivalents acquired on account

of Scheme of arrangement ( Refer Note : 56A)- 222.08

Closing Balance of Cash and Cash Equivalents (Refer Note.15) 1,081.78 296.33

(Rs. in Lacs)


CASh FLOw STATEMENT for the year ended 31st March 2018

Notes :

1) The Cash Flow Statement has been prepared under the “Indirect Method” set out in Ind AS - 7 on “Statement of Cash Flows”.

2) Cash Flow from discontinued operations has been given in note 58 ( c ).

3) Purchase of Fixed Assets include movement of Capital work-in-progress during the year.

4) Cash and cash equivalents do not include any amount which is not available to the Company for its use.

5) Cash and cash equivalents at the Balance Sheet date consists of:



a) Balance with Banks in Current Accounts 552.44 283.68 b) Fixed Deposit having original maturity of less than 3 month 500.29 - c) Cash on hand 29.05 12.65 Closing cash and cash equivalents (Refer Note -15) 1,081.78 296.33

6) Change in Company’s liabilities arising from financing activities :

Particulars As at 31st March 2017

Cash flows Non-Cash flows

As at 31st March 2018

a) Long term borrowings [Refer Note - 22] 5,383.72 (3,542.29) 83.01 1,924.44 b) Current maturities of long term debt [Refer Note - 30] 2,389.42 (1,150.67) - 1,238.75 c) Short term borrowings [Refer Note -28] 7,075.16 (6,578.13) - 497.03 d) Interest accrued [Refer Note -30] 2.50 (765.26) 764.59 1.83 Total 14,850.80 (12,036.35) 847.60 3,662.05

7) Figures in brackets represent cash outflow from respective activities.





(Rs. in Lacs)

(Rs. in Lacs)


STATEMENT OF ChANGES IN EQUITY (SOCE)A. Equity Share Capital

Particulars Amount Balance as at 1st April, 2016 466.02 Shares Issued during the year (Refer Note 56A (b)) 1,235.77 Shares adjusted on account of Scheme of arrangement (Refer Note 56A(c)) 466.02 Balance as at 31st March ,2017 1,235.77 Bonus Shares Issued during the year (Refer Note 20 (g)) 4,943.08 Balance as at 31st March ,2018 6,178.85

B. Other EquityAs at 31st March, 2018Particulars Reserves and Surplus Items of other

comprehensive income Total

Securities Premium Reserve

General Reserve

Retained Earnings

Re-measurement of defined benefit plans

Balance as at April 01, 2017 46,475.32 1,000.00 17,670.89 - 65,146.21Profit for the year 8,235.55 8,235.55Other comprehensive income for the year - - 23.18 23.18Total Comprehensive Income for the year - - 8,235.55 23.18 8,258.73Amortisation of Goodwill (Refer Note 6) (11,900.13) - - - (11,900.13)Dividends including dividend distribution tax (Refer Note 21.4) - (743.67) - (743.67)Bonus Share Issued (Refer Note 20 (g)) (4,943.08) (4,943.08)Transfer to Retained Earnings from Other Comprehensive Income 23.18 (23.18) -Transfer from Retained Earnings to General Reserve 1,000.00 (1,000.00) -Balance at 31st March, 2018 34,575.19 2,000.00 19,242.87 - 55,818.06

As at 31st March, 2017Particulars Reserves and Surplus Items of other

comprehensive income Total

Securities Premium Reserve

General Reserve

Retained Earnings

Re-measurement of defined benefit plans

Balance as at April 01, 2016 255.00 - 13,356.54 - 13,611.54IND AS Adjustments to balances of assets and liabilities acquired in terms of scheme of arrangement (Refer Note 56D )

- - (1,877.95) - (1,877.95)

Profit for the year - - 7,168.96 - 7,168.96Other comprehensive income for the year - - - 23.34 23.34Total Comprehensive Income for the year - - 7,168.96 23.34 7,192.30Shares issued in terms of scheme of arrangement(Refer Note 56 (A)(b))

1,36,944.23 - - - 1,36,944.23

Cancellation of shares in terms of scheme of arrangement (Refer Note 56 (A)(c))

(51,723.98) - - - (51,723.98)

Adjustment on account of demerger of CMT division in terms of scheme of arrangement (Refer Note 56 (B)(ii))

(27,099.80) - - - (27,099.80)

Amortisation of Goodwill (Refer Note 6) (11,900.13) - - - (11,900.13)Transfer to Retained Earnings from Other Comprehensive Income 23.34 (23.34) -Transfer from Retained Earnings to General Reserve - 1,000.00 (1,000.00) - -Balance at 31st March, 2017 46,475.32 1,000.00 17,670.89 - 65,146.21

Refer Note 21 for nature and purpose of reserves.





(Rs. in Lacs)

(Rs. in Lacs)

(Rs. in Lacs)


NOTES TO ThE FINANCIAL STATEMENTS for the year ended 31st March, 2018

1. Corporate Information Anmol Industries Limited (‘the company’) is a public limited company incorporated and domiciled in India with its registered office

situated at Crescent Tower, 3rd Floor, 229 A.J.C. Bose Road, Kolkata – 700020 and is engaged in the manufacture and sale of biscuits and

other bakery products.

Pursuant to a restructuring exercise carried out among the group companies Anmol Biscuits Limited and Anmol Bakers Limited were

amalgamated with Anmol Industries Private Limited with effect from 1stApril, 2016 and 2nd April, 2016 respectively and thereafter

Corporate Management and Treasury Division was demerged to another group company leaving the core operation of biscuits and

bakery products with the company.

The name of Bansal Biscuits Private Limited was changed to Anmol Industries Private Limited on 23rd May, 2016 and subsequently to

Anmol Industries Limited on 30th March, 2017.

2. Statement of Compliance and Recent Pronouncements2.1 Statement of Compliance These financial statements have been prepared in accordance with the recognition and measurement principles of Indian Accounting

Standards (referred to as “Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) read with

Section 133 of the Companies Act, 2013 (“the Act”) except as required for accounting for Business Combinations in terms of provisions

of Ind AS-103 “Business Combinations”, due to the reasons stated in Note No. 56 of the financial statements. The date of transition to Ind

AS as required in terms of Notification dated February 16, 2015 issued by Ministry of Corporate Affairs is 1st April, 2016.

The financial statement up to the year ended 31st March, 2017, were prepared under the historical cost convention on accrual basis in

accordance with the Generally Accepted Accounting Principles and Accounting Standards as prescribed under the provisions of the

Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 then applicable (Previous GAAP) to the Company.

In accordance with Ind AS 101- “First Time adoption of Indian Accounting Standards” (Ind AS 101), the company has presented a

reconciliation of Shareholders’ equity as given earlier under Previous GAAP and those considered in these accounts as per Ind AS as at

31st March, 2017 & 1st April, 2016 and also the Net Profit as per Previous GAAP and that arrived including Other Comprehensive Income

under Ind AS for the year ended 31st March, 2017 (Note No.59). The mandatory exceptions and optional exemptions availed by the

Company on First-time adoption have been detailed in Note No. 59 of the financial statement.

2.2 Recent Pronouncements On March 28, 2018, Ministry of Corporate Affairs (“MCA”) has issued the Companies (Indian Accounting Standards) Amendment Rules,

2018 notifying Ind AS 115, “Revenue from Contract with Customers” and Appendix B to Ind AS 21 “Foreign currency transactions and

advance consideration” which are applicable with effect from financial periods beginning on or after 1st April, 2018.

Ind AS 115 – Revenue from Contract with Customers The standard requires that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an

amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further the

standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the

entity’s contracts with customers. The effect of this amendment on the financial statements of the company is being evaluated.

Ind AS 21 – Appendix B “Foreign currency transactions and advance consideration” This Appendix applies to a foreign currency transaction (or part of it) when an entity recognises a non-monetary asset or non-monetary

liability arising from the payment or receipt of advance consideration before the entity recognises the related asset, expense or income

(or part of it). The Company has evaluated the effect of this on the financial statements and the impact is not material.

3. Significant Accounting Policies3.1 Basis of Preparation The Financial Statements have been prepared under the historical cost convention on accrual basis excepting certain financial

instruments which are measured in terms of relevant Ind AS at fair value/ amortized costs at the end of each reporting period, certain


class of Property, Plant and Equipment i.e. freehold land and building which as on the date of transition have been fair valued to be

considered as deemed cost.

Historical cost convention is generally based on the fair value of the consideration given in exchange for goods and services.

All the 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 Ind AS 1 ‘Presentation of Financial Statements’ and Schedule III to the Companies Act, 2013. Having regard to the nature

of business being carried out by the company, the company has determined its operating cycle as 12 months for the purpose of current

and non-current classification.

The Financial Statements are presented in Indian Rupees and all values are rounded off to the nearest two decimal million except

otherwise stated.

Measurement of Fair Values Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market

participants at the measurement date under current market conditions.

The Company categorizes assets and liabilities measured at fair value into one of three levels depending on the ability to observe inputs

employed for such measurement:

Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within level 1 that are observable either directly or indirectly for the asset or liability.

Level 3: Inputs for the asset or liability which are not based on observable market data (unobservable inputs).

The company has an established control framework with respect to the measurement of fair values. This includes a finance team that has

overall responsibility for overseeing all significant fair value measurements who regularly review significant observable and unobservable

inputs, valuation adjustments and fair value hierarchy under which the valuation should be classified.

3.2 Property, Plant & Equipment (PPE) Property, Plant and Equipment are stated at deemed cost/ cost of acquisition, construction and subsequent improvements thereto

less accumulated depreciation and impairment losses, if any. For this purpose cost include deemed cost on the date of transition and

comprises purchase price of assets or its construction/installation cost including duties and taxes, inward freight and other expenses

incidental to acquisition or installation and adjustment for exchange differences wherever applicable and other cost directly attributable

to bring the asset into the location and condition necessary for it to be capable of operating in the manner intended for its use. For major

projects, interest and other costs incurred on / related to borrowings to finance such projects or fixed assets during construction period

and related pre-operative expenses are capitalized.

Parts of an item of PPE having different useful lives and material value and subsequent expenditure on PPE on account of capital

improvement or other factors are accounted for as separate components.

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable

that the future economic benefits embodied within the part will flow to the Company and its cost can be measured reliably. The costs

of the regular upkeep and repairing of property, plant and equipment are recognised in the income statement when incurred.

Capital Work–in–progress includes preoperative and development expenses, equipment’s to be installed, construction and erection

materials, advances etc. Such items are classified to the appropriate categories of PPE when construction and installation thereof are

completed and these are ready for intended use.

Depreciation and Amortization Depreciation is provided, on PPE having been put to use, based on useful life of the respective assets, in the following manner:

i) Leasehold land is amortized over the period of respective lease.



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

useful life as specified in Schedule II of the Companies Act, 2013.

iii) For the purpose of (ii) above, residual value of tangible assets, has been taken to be equivalent to five percent of the original cost of

respective assets.

Based on above, the estimated useful lives of various assets have been arrived as follows:

Category Useful life (year)

Leasehold Land 84 to 90 years depending upon primary period of lease.

Buildings

- Factory Building (RCC Frame Structure) 30 years

- Non-Factory Building (RCC Frame Structure) 60 years

Roads 5 years

Electrical Installation 10 years

Plant and Equipments 7.5 years

Computer equipment 3 years

Furniture and fixtures 10 years

Office equipment 5 years

Vehicles 8 years

Depreciation methods, useful lives and residual values are reviewed, and adjusted as appropriate, at each reporting date.

3.3 Intangible Assets Intangible assets are stated at cost comprising of purchase price inclusive of duties and taxes less accumulated amortization and

impairment losses. Such assets are amortised over the useful life using straight line method and assessed for impairment whenever

there is an indication of same.

Computer software is amortized over a period of 3 years, on straight line basis.

3.4 Derecognition of Tangible and Intangible Assets An item of tangible and intangible asset is derecognized upon disposal or when no future economic benefits are expected to arise

therefrom. Gain or loss on the disposal or retirement of an item of asset is determined as the difference between the sales proceeds/net

realizable value and the carrying amount of the asset, is recognized in the Statement of Profit and Loss.

3.5 Leases Leases are classified as finance leases where the company as a lessee, has substantially all the risks and rewards incidental to the

ownership of an asset. All other leases are classified as operating leases.

Finance leases are capitalized at the inception of the lease at lower of its fair value and the present value of the minimum lease payments

and a liability is recognized for an equivalent amount. Any initial direct costs of the lease is added to the amount recognized as an above.

The Assets are depreciated over their expected useful lives. Each Lease payments is apportioned between finance charges and reduction

of the lease liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of

interest on the outstanding amount of the liabilities.

Payments made under operating leases are recognized as expenses on a straight-line basis over the term of the lease unless the lease

agreement is structured to increase the amount in line with expected general inflation or another systematic basis which is more

representative of the time pattern of the benefits availed. Contingent rentals, if any, arising under operating leases are recognized as an

expense in the period in which they are incurred.



3.6 Impairment of Tangible and Intangible Assets Tangible and Intangible assets are reviewed at each balance sheet date for impairment. In case events and circumstances indicate

any impairment, recoverable amount of assets is determined. An impairment loss is recognized in the statement of profit and loss,

whenever the carrying amount of assets either belonging to Cash Generating Unit (CGU) or otherwise exceeds recoverable amount. The

recoverable amount is the higher of assets’ fair value less cost to disposal and its value in use. In assessing value in use, the estimated

future cash flows from the use of the assets are discounted to their present value at appropriate rate.

Impairment losses recognized earlier may no longer exist or may have come down. Based on such assessment at each reporting period

the impairment loss is reversed and recognized in the Statement of Profit and Loss. In such cases the carrying amount of the asset is

increased to the lower of its recoverable amount and the carrying amount that have been determined, net of depreciation, had no

impairment loss been recognised for the asset in prior years.

3.7 Financial Assets and Financial Liabilities Financial assets and financial liabilities (financial instruments) are recognized when Company becomes a party to the contractual

provisions of the instruments.

Financial assets and financial liabilities (including financial guarantee, other than those in the nature of insurance contracts) are initially

measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of the financial assets and financial

liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair

value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the

acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in the Statement of

Profit and Loss.

The financial assets and financial liabilities are classified as current if they are expected to be realised or settled within operating cycle of

the company or otherwise these are classified as non-current.

The financial instruments are subsequently classified at amortised cost, at Fair Value Through Profit and Loss (FVTPL) or Fair Value Through

Other Comprehensive Income (FVTOCI) and such classification depends on the objective and contractual term to which they relate.

Classification of financial instruments are determined on initial recognition.

i. Cash and cash equivalents All highly liquid financial instruments, which are readily convertible into determinable amounts of cash and which are subject to an

insignificant risk of change in value and having original maturities of three months or less from the date of purchase, are considered

as cash equivalents. Cash and cash equivalents includes balances with banks which are unrestricted for withdrawal and usage.

ii. Financial Assets and Financial Liabilities measured at amortized cost Financial Assets held within a business whose objective is to hold these assets in order to collect contractual cash flows and the

contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest

on the principal amount outstanding are measured at amortized cost.

The above financial assets and financial liabilities subsequent to initial recognition are measured at amortized cost using Effective

Interest Rate (EIR) Method.

The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of

the Financial Assets or Financial Liability to the gross carrying amount of the financial asset or to the amortized cost of the financial

liability, or where appropriate, a shorter period, to the net carrying amount on initial recognition.

iii. Financial Asset at Fair Value through Other Comprehensive Income Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business

whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the

financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount

outstanding. Subsequent to initial recognition, they are measured at fair value and changes therein, are recognized directly in Other

Comprehensive Income.



iv. For the purpose of Para (ii) and (iii) above, principal is the fair value of the financial asset at initial recognition and interest consists of

consideration for the time value of money and associated credit risk.

v. Financial Assets and Financial Liabilities at Fair value through profit or loss Financial Instruments which does not meet the criteria of amortized cost or fair value through other comprehensive income are

classified as Fair Value through Profit or loss. Upon initial recognition, attributable transaction costs are recognized in the income

statement when incurred. Financial instruments at fair value through profit or loss are measured at fair value, and changes therein

are recognized in the income statement.

3.8 Impairment of financial assets A financial asset is assessed for impairment at each reporting date. A financial asset is considered to be impaired if objective evidence

indicates that one or more events have a negative effect on the estimated future cash flows of that asset.

The company measures the loss allowance for a financial asset at an amount equal to the lifetime expected credit losses if the credit

risk on that financial instrument has increased significantly since initial recognition. If the credit risk on a financial instrument has not

increased significantly since initial recognition, the company measures the loss allowance for that financial instrument at an amount

equal to 12-month expected credit losses.

However, for trade receivables or contract assets that result in relation to revenue from contracts with customers, the company measures

the loss allowance at an amount equal to lifetime expected credit losses.

3.9 De-recognition of financial instruments The Company derecognizes a financial asset or a group of financial assets when the contractual rights to the cash flows from the asset

expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On derecognition of a financial asset (except for equity instruments designed at FVTOCI), the difference between the asset’s carrying

amount and the sum of the consideration received and receivable are recognized in profit or loss.

On derecognition of assets measured at FVTOCI the cumulative gain or loss previously recognised in other comprehensive income is

reclassified from equity to profit or loss as a reclassification adjustment.

Financial liabilities are derecognized if the Company’s obligations specified in the contract expire or are discharged or cancelled. The

difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in

profit or loss.

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

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

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

Cost in respect of finished goods represent material, labour, other direct cost and appropriate overheads and duties and taxes, where

applicable.

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

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

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

monetary assets and liabilities at the yearend are translated using closing rates. The loss or gain thereon and also on the exchange

differences on settlement of the foreign currency transaction during the year are recognized as income or expenses in the Statement

of Profit and Loss. Foreign exchange gain/loss to the extent considered as an adjustment to Interest Cost are considered as part of

borrowing cost.



3.12 Equity Share Capital An equity instrument is a contract that evidences residual interest in the assets of the company after deducting all of its liabilities. Par

value of the equity shares is recorded as share capital and the amount received in excess of par value is classified as Securities Premium.

Costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

3.13 Borrowing Cost Borrowing cost comprises of interest and other costs incurred in connection with the borrowing of the funds. All borrowing costs

are recognized in the Statement of Profit and Loss using the effective interest method except to the extent attributable to qualifying

Property Plant Equipment (PPE) which are capitalized to the cost of the related assets. A qualifying PPE is an asset, that necessarily takes

a substantial period of time to get ready for its intended use or sale. Borrowing cost also includes exchange differences to the extent

considered as an adjustment to the borrowing costs.

3.14 Provision, Contingent Liabilities and Contingent Assets Provisions involving substantial degree of estimation in measurement are recognized when there is a legal or constructive obligation as

a result of a past event and it is probable that there will be an outflow of resources and a reliable estimate can be made of the amount of

the obligation. Provisions are not recognized for future operating losses. The amount recognised as a provision is the best estimate of the

consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties

surrounding the obligation.

Contingent liabilities is not recognized and are disclosed by way of notes to the financial statements. Such disclosure is made when

there is a possible obligation arising from past events, the existence of which is expected to be confirmed only by occurrence or non-

occurrence of one or more uncertain future events not wholly within the control of the Company or when there is a present obligation

that arises from past events and it is either not probable that an outflow of resources will be required to settle the same or a reliable

estimate of the amount in this respect cannot be made.

Contingent assets are disclosed in the Financial Statements by way of notes to accounts when an inflow of economic benefits is

probable.

3.15 Revenue Recognition

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

of agreement with them.

Sales are net of Indirect taxes, Sales returns, Discounts etc. there against.

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

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

interest.

3.16 Government Grants Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will

be complied with. When the grant relates to revenue, it is recognised in the statement of profit and loss on a systematic basis over the

periods to which they relate. When the grant relates to an asset, it is treated as deferred income and recognised in the statement of profit

and loss by way of deduction from depreciation expense on a systematic basis over the useful life of the asset.

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

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



Contribution to defined benefit plans consisting of contribution to gratuity are determined at close of the year at present value of the

amount payable using actuarial valuation techniques. Actuarial gain and losses arising from experience adjustments and changes in

actuarial assumptions are recognized in other comprehensive income.

Long term employee benefits consisting of Leave Encashment are determined at close of the year at present value of the amount

payable using actuarial valuation techniques. The changes in the amount payable including actuarial gain/loss are recognised in the

Statement of profit and loss.

3.18 Taxation Income tax expense representing the sum of current tax expenses and the net charge of the deferred taxes is recognized in the income

statement except to the extent that it relates to items recognized directly in equity or other comprehensive income.

Current income tax is provided on the taxable income and recognized at the amount expected to be paid to or recovered from the tax

authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the Financial Statements

and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable

temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is

probable that taxable profits will be available against which those deductible temporary differences can be utilized.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or

the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets include Minimum Alternative Tax (MAT) measured in accordance with the tax laws in India, which is likely to give

future economic benefits in the form of availability of set off against future income tax liability and such benefit can be measured reliably

and it is probable that the future economic benefit associated with same will be realized.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and adjusted to the extent that it is no longer

probable that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be utilized.

3.19 Earnings Per Share Basic earnings per share are computed by dividing the net profit attributable to the equity holders of the company by the weighted

average number of equity shares outstanding during the period.

Diluted earnings per share is computed by dividing the net profit attributable to the equity holders of the company by the weighted

average number of equity shares considered for deriving basic earnings per share and also the weighted average number of equity

shares that could have been issued upon conversion of all dilutive potential equity shares.

3.20 Segment Reporting Operating segments are identified and reported taking into account the different risk and return, organization structure and the internal

reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources

and assessing performance of the operating segments allocates resources and assess the operating activities, financial results, forecasts,

or plans for the segment.

4. Critical accounting judgments, assumptions and key sources of estimation and uncertainty The preparation of the financial statements in conformity with the measurement principle of Ind AS requires management to make

estimates, judgments and assumptions. These estimates, judgments and assumptions affect the application of accounting policies and

the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements

and reported amounts of revenues and expenses during the period. Accounting estimates could change from period to period. Actual

results could differ from those estimates. Appropriate changes in estimates are made as management becomes aware of changes in

circumstances surrounding the estimates. Differences between the actual results and estimates are recognized in the year in which the

results are known / materialized and, if material, their effects are disclosed in the notes to the financial statements.




Application of accounting policies that require significant areas of estimation, uncertainty and critical judgments and the use of

assumptions in the financial statements have been summarized below. The key assumptions concerning the future and other key

sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying

amount of assets and liabilities within the next financial year have also been summarised here under:

4.1 Depreciation / amortization and impairment on property, plant and equipment / intangible assets. Property, plant and equipment and intangible assets are depreciated/ amortized on straight-line basis over the estimated useful lives

(or lease term if shorter) in accordance with Schedule II of the Companies Act, 2013, taking into account the estimated residual value,

wherever applicable.The Company reviews the estimated useful lives of the assets regularly in order to determine the amount of

depreciation / amortization and amount of impairment expense to be recorded during any reporting period.

The company reviews its carrying value of its Tangible and Intangible Assets whenever there is objective evidence that the assets are

impaired. In such situation Assets’ recoverable amount is estimated which is higher of asset’s or cash generating units (CGU) fair value less

cost of disposal and its value in use. In assessing value in use the estimated future cash flows are discounted using pre-tax discount rate

which reflect the current assessment of time value of money. In determining fair value less cost of disposal, recent market realisations

are considered or otherwise in absence of such transactions appropriate valuations are adopted. The reassessment may result in change

due to variation in estimates assumption in future period.

4.2 Leases and classification of leases The company enters into various lease arrangements. The determination of lease and classification of the arrangement as a finance lease

or operating lease is based on assessment of several factors, including but not limited to transfer of ownership of assets at the end of the

lease term, lessee’s option to purchase and estimated certainty of exercising such option and proportion of present value of minimum

lease payments to fair value of leasehold assets.

4.3 Impairment allowances on trade receivables The Company evaluates whether there is any objective evidence that trade receivables are impaired and determines the amount of

impairment allowance as a result of the inability of the customers to make required payments. The Company bases the estimates on the

ageing of the trade receivables balance, credit-worthiness of the trade receivables and historical write-off experience and these factors

are subject to variations leading to consequential impact on the amounts considered in the financial statement.

4.4 Income taxes Management judgment is required for the calculation of provision for income taxes and deferred tax assets and liabilities. Availability

of future taxable profits against which tax losses carried forward can be used also involves management judgement. The factors used

in estimates may differ from actual outcome which could lead to significant adjustment to the amounts reported in the financial

statements.

4.5 Defined benefit obligation (DBO) Critical estimate of the DBO involves a number of critical underlying assumptions such as standard rates of inflation, mortality, discount

rate, anticipation of future salary increases etc. as estimated by Independent Actuary appointed for this purpose by the Management.

Variation in these assumptions may significantly impact the DBO amount and the annual defined benefit expenses.

4.6 Provisions and Contingencies Provisions and liabilities are recognized in the period when it becomes probable that there will be a future outflow of funds resulting

from past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition and quantification

of the liability requires the application of judgment to existing facts and circumstances, which can be subject to change.

Management judgment is required for estimating the possible outflow of resources, if any, in respect of contingencies/claim/litigations/

against the Company as it is not possible to predict the outcome of pending matters with accuracy.

The carrying amounts of provisions and liabilities and estimation for contingencies are reviewed regularly and revised to take account of

changing facts and circumstances.



5. PROPERTY, PLANT AND EQUIPMENTAs at 31st March, 2018 (Rs. in Lacs)

Particulars Freehold land

Leasehold Land

Buildings Plant and Equipments

Furniture and

Fixtures

Motor Vehicles

Office Equipment

Electrical Installation

Roads Total

Gross BlockAs at 1st April, 2017 4,848.92 2,543.12 14,461.30 12,917.73 543.00 654.96 397.92 705.23 677.98 37,750.16Additions - - 554.78 444.71 11.56 64.59 22.44 2.20 8.76 1,109.04

Disposals / Other adjustments

- 150.11 (531.12) 2.22 49.76 203.59 221.89 (41.25) 55.20

As at 31st March, 2018 4,848.92 2,543.12 14,865.97 13,893.56 552.34 669.79 216.77 485.54 727.99 38,804.00Accumulated DepreciationAs at 1st April, 2017 - 35.29 361.59 1,465.59 66.63 16.64 57.19 48.75 17.59 2,069.27Charge for the period - 32.10 564.44 1,983.46 67.99 109.46 56.74 56.49 164.87 3,035.55

Disposals / Other adjustments

(9.98) 5.41 (33.15) 0.52 14.95 14.62 15.36 (1.49) 6.24

As at 31st March, 2018 - 77.37 920.62 3,482.20 134.10 111.15 99.31 89.88 183.95 5,098.58Net carrying amountAs at 31st March, 2018 4,848.92 2,465.75 13,945.35 10,411.36 418.24 558.64 117.46 395.66 544.04 33,705.42Add: Capital work in progress 1,112.37Total 34,817.79

As at 31st March, 2017 (Rs. in Lacs)

Particulars Freehold land

Leasehold Land

Buildings Plant and Equipments

Furniture and

Fixtures

Motor Vehicles

Office Equipment

Electrical Installation

Roads Total

Gross BlockCost or deemed cost as at 1st April, 2016

- 585.52 2,680.76 2,583.68 68.50 193.51 10.84 184.19 75.00 6382.00

Additions in terms of scheme of Arrangement (Note. 56A) (Also Refer Note 5.3 below)

6,665.07 2,852.34 6,269.36 5,177.41 412.42 367.22 125.72 136.27 42.63 22048.44

Additions 5.73 2.21 5,674.64 5,323.11 62.08 200.56 262.18 384.77 560.35 12475.63

Disposals 22.90 - 12.73 166.47 - 106.33 0.82 - - 309.25

Transfer in terms of scheme of Arrangement (Note 56B ).

1,798.98 896.95 150.73 - - - - - - 2846.66

As at 31st March, 2017 4,848.92 2,543.12 14,461.30 12,917.73 543.00 654.96 397.92 705.23 677.98 37750.16Accumulated DepreciationAs at 1st April, 2016 - - - - - - - - - -Charge for the period - 43.02 370.23 1,598.70 66.63 98.03 57.20 48.75 17.59 2300.15

Disposals - - 5.72 133.11 - 81.39 0.01 - - 220.23

Transfer in terms of scheme of Arrangement (Note 56B).

- 7.73 2.92 - - - - - - 10.65

As at 31st March, 2017 - 35.29 361.59 1,465.59 66.63 16.64 57.19 48.75 17.59 2,069.27Net carrying amountAs at 31st March, 2017 4,848.92 2,507.83 14,099.71 11,452.14 476.37 638.32 340.73 656.48 660.39 35680.89Add: Capital work in progress 970.18

Total 36651.07


Notes :5.1 The Gross Block as on the transition date i.e. April 01, 2016 includes certain Property, Plant and Equipment i.e. leasehold land and building

which have been arrived at in the financial statements by using the fair value as at 1st April, 2016 valued by an Independent valuer and

this has been considered as “deemed cost” as on that date as per the provisions of Ind AS 101 “First-time Adoption of Indian Accounting

Standards” (Refer note no 59).

5.2 Plant and Equipments includes gross block of machineries amounting to Rs. 44.69 Lacs (Rs.46.03 Lacs as at 31.03.2017 and Rs. Nil as at

01.04.2016) and net block Rs. 3.90 Lacs as at 31.03.2018 (Rs. 5.61 Lacs as at 31.03.2017 and Rs. Nil as at 01.04.2016) lying with converters

of finished goods of the company.

5.3 Assets acquired in terms of Scheme of Amalgamation (note 56A) includes tangible Assets of Rs.21962.59 Lacs, Intangible Assets of

Rs.8,066.52Lacs and Capital work in progress of Rs.71.36 Lacs. These amounts have been considered after adjustment due to recognition

of finance lease in terms of IND AS 17 “Leases” amounting to Rs. 85.90 Lacs.

5.4 Refer Note - 22 and 28 of the Financial Statement in respect of charge created on property, plant & equipments against borrowings.

5.5 Capital Work in progress includes capital assets along with relatable interest and pre-operative expenses thereon amounting to Rs. 946.69

lacs (Rs. 930.86 lacs as at 31.03.2017 and Rs. Nil as at 1.04.2016), installation thereof have been kept in abeyance, pending evaluation of

technical and comercial feasibility including relocation the plant to another site or other alternative possibilities on the matter. Interest

and other expenses relatable to the same from previous year onwards have no longer beeen capitalised. Expenses incurred for upkeep,

maintaining and protecting the assets are charged to the Statement of Profit and Loss as and when incurred.

6. GOODwILL ON AMALGAMATION (Rs. in Lacs)





Opening Balance 47,600.54 - -

Add: Adjustments due to amalgamation 56A - 59,500.67 -

Less: Amount amortised through Securities Premium 56A( e) 11,900.13 11,900.13 -

Closing Balance 35,700.41 47,600.54 -

7. OThER INTANGIBLE ASSETS (Rs. in Lacs)





Computer SoftwareGross Block Opening Balance 77.15 3.02 3.02

Additions in terms of scheme of Arrangement 56A - 71.39 -

Additions 1.50 2.74 -

Disposals / Adjustment - - -

Closing Balance 78.65 77.15 3.02Accumulated Amortisation Opening Balance 63.47 3.02 2.87

Charge for the period 3.59 60.45 0.15

Disposals - -

Closing Balance 67.06 63.47 3.02Net Block 11.59 13.68 -


5. PROPERTY, PLANT AND EQUIPMENT (contd.)


7. OThER INTANGIBLE ASSETS (contd.)


7.1 The Gross Block as on the transition date i.e. 1st April 2016 given herein above represents previous GAAP written down value of Other

Intangible assets which has been considered as “deemed cost” as per the provisions of Ind AS 101 “First-time Adoption of Indian

Accounting Standards” (Refer note no. 59).

8. NON CURRENT INVESTMENTS (LONG-TERM) (Rs. in Lacs)

Particulars As at 31st March, 2018



(Other than trade)QuotedAlternate Investment Fund (AIF) (at FVTPL) Multiples private equity fund II LLP ( 37250 Nos) - 338.33

- - 338.33UnquotedBond (at Amortised Cost) Rural Electrification Bond (5000 Nos of Rs. 1000 each) 50.00 50.00 -

50.00 50.00 -Equity Shares of Rs. 10 each (at FVTPL) Bengal Anmol South City Infrastructure Limited (28200 shares) 5.64 66.93 -

Baid Holding Private Limited (375000 shares) 329.76 323.65 -

335.40 390.58 -TOTAL 385.40 440.58 338.33

(Rs. in Lacs)




8.1 Additional Information

AGREEGATE AMOUNT OF QUOTED INVESTMENTS - - 338.33

AGREEGATE AMOUNT OF UNQUOTED INVESTMENTS 385.40 440.58 -

AGREEGATE AMOUNT OF MARKET VALUE OF QUOTED INVESTMENTS - - 338.33

9. LOANS (at Amortised Cost) (Rs. in Lacs)





Unsecured , Considered Good

Loans and Advances to Employees 9.1 16.82 13.84 -

16.82 13.84 -

9.1 Loans and advances to employees have been granted for personal purposes as per the company’s policy in this respect.

10. OThER FINANCIAL ASSETS (Carried at amortised cost) (Rs. in Lacs)





Fixed Deposit with Banks 10.1 159.59 334.61 63.00

(Including Interest accrued thereon)

Security Deposits 357.15 330.88 24.36

Government grant receivable for capital investment 643.23 647.86 350.00

1,159.97 1,313.35 437.36





10.1 Fixed Deposits with banks kept as margin money against

guarantees issued by banks on behalf of the company to third

parties out of the above

159.59 334.61 63.00

10.2 Government grant receivable for capital investment represents incentive claim for capital subsidy pending acceptance and recovery

thereof.

11. OThER NON-CURRENT ASSETS (Rs. in Lacs)





UnsecuredConsidered Good Capital Advances 13.14 59.64 119.96

Others Balances with Government Authorities 36.30 36.30 -

49.44 95.94 119.96Considered Doubtful Capital Advances 34.75 36.50 -

Less: Provision For Doubtful Advances 11.1 34.75 36.50 -

- - -49.44 95.94 119.96

11.1 The movements in Impairment Allowance for doubtful advances in respect of capital advances during the year are as follows: (Rs. in Lacs)





Balance at the beginning of the year 36.50 - -

Addition in terms of scheme of arrangement (Note - 56A) - 14.50 -

Add - Recognised during the year 43 - 22.00 -

Less - Reversal during the year (1.75) - -

Balance at the end of the year 34.75 36.50 -

12. INVENTORIES (At cost or net Realisable value whichever is lower) (Rs. in Lacs)





(As valued and certified by the Management)

Raw Materials 1,084.45 1,242.63 229.84

Packing Materials 749.26 564.82 111.87

Work in Progress 9.44 7.81 0.16

Finished Goods 1,760.54 1,182.53 168.33

Goods in Transit 11.68 - 17.82

Stock-in-trade (in respect of Goods acquired for trading) - - 10.80

Stores and Spares & others 385.06 370.13 44.97

Less: Provision for Slow Moving Stores and Spares & Others 12.1 (45.00) (12.75) -

3,955.43 3,355.17 583.79


10. OThER FINANCIAL ASSETS (Carried at amortised cost) (contd.) (Rs. in Lacs)


12.1 The movements in Impairment Allowance for slow moving store materials during the year are as follows: (Rs. in Lacs)






Recognised during the year 43 32.25 12.75 -

Reversal during the year - - -


12.2 Refer Note - 22 and 28 of the Financial Statement in respect of charge created on inventories against borrowings.

13. CURRENT INVESTMENTS (AT FVTPL) (Rs. in Lacs)




Units /Numbers

Amount Units /Numbers


Amount

QuotedMeasured at Fair value through profit and lossInvestment in mutual fundsBirla Sun Life Frontline Equity Fund -Growth- Direct Plan - - - - 1,26,872 202.84

HDFC Balanced Fund -Direct Plan - Growth Option - - - - 1,39,447 151.92

HDFC Mid Cap Opportunities Fund -Direct Plan - Growth Option - - - - 5,82,953 216.36

HDFC Prudence Fund - Growth Option - - - - 6,794 24.01

ICICI Prudential Balanced Plan-Growth Option - - - - 1,40,779 125.98

ICICI Prudential Balanced Fund - Direct Plan - Growth - - - - 49,015 45.23

ICICI Prudential Flexible Income Plan Premium-Growth - - - - 12,423 35.56

ICICI Prudential Focused Equity Fund - Retail Growth Plan - - - - 8,13,810 223.96

ICICI Prudential Discovery Fund-Growth Option - - - - 2,50,636 272.67

Reliance Money Manager Fund-Institutional Plan Growth Option - - - - 557 11.56

Tata Balanced Fund - Growth - - - - 1,02,334 167.44

Tata Treasury Manager Fund High Investment Plan Growth - - - - 527 10.49

UTI - Equity Fund-Growth Option - Direct - - - - 1,06,928 104.42

Sundaram Bnp Paribas Growth Fund-Growth - - - - 43,064 45.65

ICICI Prudential MIDCAP FUND Growth - - - - 74,716 48.74

ICICI Prudential Equity & Derivatives Fund-Wealth Optimiser Plan-

Retail Growth Option

- - - - 59,618 15.29

Reliance Top 200 Fund - Growth Plan Growth Option - - - - 4,53,791 100.73

SBI Premier Liquid Fund - Super Institutional - Growth - - - - 1,078 25.56

Birla Sun Life Cash Plus-Institutional Premium Plan (Growth) - - - - 10,466 25.33

Templeton India Treasury Management Account-Super Institutional

Plan - Growth

- - - - 562 12.67

Sundaram Bnp Paribas Money Fund Super Institutional Growth - - - - 39,830 12.70

Kotak Floater Long-Term-Growth - - - - 1,05,921 25.52

Birla Sun Life Savings Fund-Growth - - - - 5,219 15.28

UTI - Floating Rate Stp-Growth - - - - 309 7.55

HDFC Cash Management Fund Treasury Advantage -Retail Plan

Growth Option

- - - - 75,168 23.87

Birla Sun Life Frontline Equity Fund-Plan A (Growth) - - - - 20,150 31.32


12. INVENTORIES (At cost or net Realisable value whichever is lower) (contd.)





Units /Numbers



Amount

HDFC Balanced Fund - Growth Option - - - - 26,874 28.58

HDFC Mid-Cap Opportunities Fund - Growth Option - - - - 58,242 21.11

UTI - Equity Fund-Growth Option - - - - 16,255 15.71

SBI Blue Chip Fund-Growth - - - - 4,59,425 125.81

Franklin India Smaller Companies Fund - Direct - Growth - - - - 1,50,981 59.61

Sundaram S.M.I.L.E.Fund-Growth - - - - 95,863 61.14

Kotak Emerging Equity Scheme - Growth (Regular Plan) - - - - 5,03,532 126.74

Birla Sun Life Top 100 Fund -Growth Option - - - - 3,09,692 126.65

Franklin India Smaller Companies Fund-Growth - - - - 1,67,587 64.00

Kotak Select Focus Fund - Growth - - - - 2,26,203 50.13

Reliance Equity Opportunities Fund-Growth Plan-Growth Option - - - - 69,922 46.44

HDFC Equity Fund - Growth Option - - - - 11,142 46.43

ICICI Prudential Equity Arbitrage Fund - - - - 36,27,473 498.76

Goldman Sachs Banking Index Exchange Traded Scheme - - - - 9,510 154.57

Nifty Benchmark Index Fund - - - - 45,788 362.31

Reliance ETF Junior BeES Ltd - - - - 62,682 117.93

- - - - 3,888.56Investment in Equity ShareTitan Company Ltd - - - - 2,000 6.78

Kaveri Seed Company Ltd - - - - 24,000 90.62

Tata Motors Ltd - - - - 16,500 63.79

Ashok Leyland Ltd - - - - 15,000 16.29

Force Motors Ltd - - - - 600 17.13

Bosch Ltd - - - - 265 55.08

Motherson Sumi Systems Ltd - - - - 18,000 47.96

Interglobe Aviation Ltd - - - - 10,000 87.32

Jet Airways (India) Ltd. - - - - 200 1.09

Spicejet Ltd - - - - 30,000 19.19

Andhra Bank - - - - 37,000 19.33

Axis Bank Ltd. - - - - 12,500 55.52

State Bank of India - - - - 40,500 78.67

Bank Of Baroda - - - - 3,000 4.41

ICICI Bank Ltd - - - - 20,700 48.99

IndusInd Bank Ltd - - - - 500 4.84

Oriental Bank Of Commerce - - - - 7,500 6.87

Yes Bank Ltd - - - - 9,000 77.85

Dewan Housing Finance Corporation Ltd - - - - 27,000 53.01

Industial Financial Corporation of India Ltd - - - - 1,17,000 28.90

Larson & Toubro Finance Holdings Ltd - - - - 14,500 9.26

Power Finance Corporation Ltd. - - - - 5,500 9.42

Repco Home Finance Ltd - - - - 1,000 5.79

Shriram Transport Finance Co Ltd - - - - 8,500 81.02

Bharat Electronics Limited - - - - 700 8.57


13. CURRENT INVESTMENTS (AT FVTPL) (contd.) (Rs. in Lacs)





Units /Numbers



Amount

Aia Engineering Ltd - - - - 7,000 65.79

Ambuja Cements Ltd - - - - 20,500 47.67

Associate Cement Companies Limited - - - - 3,000 41.46

Tata Chemicals Ltd - - - - 3,000 11.21

Himadri Chemicals And Industries Ltd - - - - 6,00,000 94.50

Larsen & Toubro Ltd - - - - 7,590 92.35

Bharat Forge Ltd - - - - 10,500 91.68

Irb Infrastructure Developers Ltd - - - - 6,000 13.96

Reliance Infrastructure Limited - - - - 2,300 12.27

National Thermal Power Corporation Ltd - - - - 13,500 17.39

Century Plyboards Ltd. - - - - 23,000 39.30

Asian Paints Ltd - - - - 2,700 23.45

Cera Sanitaryware Ltd - - - - 700 12.81

Sintex Industries Ltd - - - - 7,000 5.39

Symphony Ltd - - - - 700 16.65

Whirlpool Of India Ltd - - - - 1,500 10.54

Avanti Feeds Ltd - - - - 10,000 39.78

United Spirits Ltd - - - - 150 3.75

Coffee Day Enterprises Ltd - - - - 5,000 11.27

Hindustan Unilever Ltd - - - - 10,000 86.95

Indian Tabacco Company Ltd - - - - 7,500 24.62

Britannia Industries Ltd - - - - 1,000 26.87

Emami Ltd - - - - 16,000 149.17

Tata Global Beverages Ltd - - - - 1,500 1.82

Delta Corp Limited - - - - 3,000 1.98

Infosys Ltd - - - - 3,600 43.86

Tata Consultancy Services Ltd - - - - 2,500 63.01

Hcl Infosystems Ltd - - - - 8,628 3.74

Kpit Technologies Ltd. - - - - 7,000 10.35

Persistent Systems Ltd - - - - 1,900 14.48

Rolta India Ltd. - - - - 3,400 2.58

Wipro Ltd - - - - 3,000 16.93

Tata Elxsi Ltd - - - - 500 9.42

Just Dial Ltd - - - - 4,888 37.46

Snowman Logistics Ltd - - - - 53,000 28.14

Zee Entertainment Enterprises Ltd - - - - 200 0.77

Hindalco Industries Ltd. - - - - 1,02,000 89.71

Tata Steel Limited - - - - 15,000 47.96

Coal India Ltd - - - - 10,000 29.20

National Aluminium Co Ltd - - - - 1,42,877 56.44

National Mineral Development Corporation Limited - - - - 30,000 29.40

Tata Sponge Iron Ltd - - - - 1,000 4.70

Vedanta Ltd - - - - 54,000 48.52







Units /Numbers



Amount

Dredging Corporation Of India Ltd - - - - 10,500 39.83

Aban Offshore Ltd - - - - 17,000 30.00

Oil and Natural Gas Corporation Limited - - - - 12,000 25.69

Reliance Industries Ltd - - - - 3,200 33.45

Cairn India Ltd - - - - 2,600 4.00

Gas Authority of India Ltd - - - - 4,500 16.04

Alkem Laboratories Ltd - - - - 750 10.17

Biocon Ltd. - - - - 6,000 29.00

Sun Pharmaceutical Industries Ltd - - - - 12,500 102.50

Strides Shasun Ltd. - - - - 562 6.09

Vinati Organics Ltd - - - - 8,500 33.07

Morepen Laboratories Ltd - - - - 50,000 13.10

Cipla Ltd - - - - 2,000 10.24

Granules India Ltd - - - - 7,000 8.40

Sunpharma Advance Research Co. Ltd - - - - 3,500 10.05

Wockhardt Ltd - - - - 1,300 12.66

Delhi land and finance Limited - - - - 12,000 13.77

Housing Devevelopment & Infrastructure Ltd - - - - 1,07,000 78.27

Prestige Estates Projects Ltd - - - - 10,000 17.28

Unitech Ltd - - - - 4,10,000 20.30

Balrampur Chini Mills Ltd - - - - 28,000 30.20

East India Distilleries Parry India Ltd - - - - 3,000 6.53

Andhra Sugars Ltd - - - - 2,000 2.77

Tata Communications Ltd - - - - 1,600 6.04

Himachal Futuristic Communications Ltd - - - - 5,67,000 91.85

Reliance Communications Ltd - - - - 79,000 39.50

Kitex Garments Ltd - - - - 14,000 60.94

Welspun India Ltd - - - - 15,000 14.84

Monte Carlo Fashion Ltd - - - - 5,500 19.29

Page Industries Ltd - - - - 200 24.23

Rupa And Company Ltd - - - - 29,626 81.01

- - 3,268.08Investment in PMS - - 900.56

Total - - 8,057.20

(Rs. in Lacs)

Additional Information As at 31st March, 2018



AGGREGATE AMOUNT OF QUOTED INVESTMENTS - - 8,057.20

AGGREGATE AMOUNT OF UNQUOTED INVESTMENTS - - -

AGGREGATE AMOUNT OF MARKET VALUE OF QUOTED INVESTMENTS - - 8,057.20





14. TRADE RECEIVABLES (Unsecured, Considered Good, Unless Stated Otherwise) (Rs. in Lacs)





Considered good Outstanding for period exceeding six months from the

date they are due for payment

- 32.90 0.84

Others 325.07 272.92 70.18

SUBTOTAL 325.07 305.82 71.02Considered Doubtful Outstanding for period exceeding six months from the

date they are due for payment

60.36 46.25 -

Less: Impairment Allowances for Doubtful Receivables 14.2 60.36 46.25 -

SUBTOTAL - - -Total 325.07 305.82 71.02

The average credit period respect of institutional customers ranges between 15 days to 30 days. In respect of wholesaler/ super-stockiest/

distributors the company generally receives the amount in advance.

14.1 Ageing of Trade Receivables is as below: (Rs. in Lacs)




Within Credit Period

1-180 Days past due 325.07 272.92 70.18

More than 180 days past due 60.36 79.15 0.84

Total 385.43 352.07 71.02Current Trade Receivables 385.43 352.07 71.02

Total 385.43 352.07 71.02

14.2 The movements in Impairment Allowance for doubtful receivables in respect of trade receivables during the year are as follows: (Rs. in Lacs)






Addition in terms of scheme of arrangement (Note - 56A) - 38.31 -

Recognised during the year 43 19.48 12.03 -

Reversal during the year (5.37) (4.09) -


14.3 Refer Note - 22 and 28 of the Financial Statement in respect of charge created on trade receivables against borrowings.

15. CASh AND CASh EQUIVALENTS (Rs. in Lacs)




In Current Accounts with Banks 552.44 283.68 604.40

Fixed Deposit having original maturity of less than 3 month 500.29 - -

Cash Balance on hand 29.05 12.65 4.68

1,081.78 296.33 609.08

15.1 Refer Note - 22 and 28 of the Financial Statement in respect of charge created on cash and cash equivalents against borrowings.



16. BANK BALANCES OThER ThAN CASh AND CASh EQUIVALENTS (Rs. in Lacs)





Other Balances with BanksFixed Deposits having original maturity of more than 3

months and remaining maturity of less than 12 months from

the reporting date (Including Interest accrued thereon)

16.1 78.59 1,148.18 2,010.00

78.59 1,148.18 2,010.00

16.1 Fixed Deposits with banks kept as margin money

against guarantees issued by banks on behalf of the

company to third parties out of the above

78.59 1,148.18 -

16.2 Refer Note - 22 and 28 of the Financial Statement in respect of charge created on bank balances against borrowings.

17. LOANS (Rs. in Lacs)





(Unsecured, Considered good) Loans and Advances to Employees 17.1 23.01 25.62 2.34

Loans and Advances to Body Corporates 54 - - 475.00

23.01 25.62 477.34

17.1 Loans and advances to employees have been granted for personal purposes as per the company’s policy in this respect.

18. OThER FINANCIAL ASSETS (Rs. in Lacs)





Insurance claim receivable 19.2 0.68 6.65 1.22

Interest Accrued on Fixed Deposits 2.13 3.92 -

Interest Receivable on Loan - 11.86 74.22

Incentive and Subsidy Receivable 18.1 1,914.19 651.90 631.07

Others' - 0.06 -

1,917.00 674.39 706.51

18.1 Incentive and subsidy receivable includes Rs.1134.37 Lacs in respect of Indirect Tax refund receivable from State Government of

Orissa and Bihar recognised as per the practice to be followed, pending fixation of the terms by the respective State Government and

determination of the amount of claim, consequent to implementation of Goods and service tax from 1st July 2017.

18.2 Refer Note - 22 and 28 of the Financial Statements in respect of charge created on other current financial assets against borrowings.

19. OThER CURRENT ASSETS (Rs. in Lacs)





Advances to Suppliers and Others 19.2 198.56 253.87 34.62

Balances with Government Authorities 33.1 & 46.1 887.33 1,305.55 115.09

Income Tax Refundable 116.50 - -

Prepaid Expenses 23.31 38.91 4.53

1,225.70 1,598.33 154.24



19.1 Refer Note - 22 and 28 of the Financial Statement in respect of charge created on other current assets against borrowings.

19.2 Advance to suppliers and others include Rs. 62.27 lacs (Rs. Nil as at 31.03.2017 and Rs. Nil as at 1.04.2016) being expenses incurred

with respect to the proposed initial public offer of the company through offer for sales of share by the existing shareholders which shall be

reimbursed from the respective shareholders upon succesful completion of the transaction. However, in case of withdrawal of the offer, all

such cost and expenses shall be charged to Statement of Profit and Loss.

20. EQUITY ShARE CAPITAL20 (a) (Rs. in Lacs)




Authorised Share Capital:70,000,000 ( Previous Year as at 31st March 2017- 43,000,000 and as at 1st

April, 2016- 50,00,000) Equity Shares of Rs.10/- each.

7,000.00 4,300.00 500.00

Issued, Subscribed and fully Paid up Share Capital:6,17,88,540 (Previous Year as at 31st March 2017- 1,23,57,708 and as at

1st April, 2016-46,60,200) Equity Shares of Rs.10/- each fully paid up.

6,178.85 1,235.77 466.02

20 (b) The Company has only one class of Equity Share having par value of Rs.10/- per share. Each holder of Equity Share is entitled to one

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

of the Company, after distribution of all preferential amounts, in proportion to the number of equity shares held by them.

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

Sl No.

Particulars Note As at 31st March, 2018


Number of Shares Number of Sharesa Shares outstanding at the beginning of the year 1,23,57,708 46,60,200

b Add : Shares Issued as bonus shares 20(g) 4,94,30,832 -

c Add : Shares issued during the year pursuant to the Scheme* 56(A)(b) - 1,23,57,708

d Less : Shares adjustment on account of Scheme of arrangement 56(A)(d) - 46,60,200

e Shares outstanding at the end of the year 6,17,88,540 1,23,57,708

* Shares issued against consideration other than Cash.

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

Sl No.

Name of the Shareholder As at 31st March, 2018



Number of Shares Number of Shares Number of Sharesa Anmol Biscuits Limited - - 46,60,200

b Baijnath Choudhary & Family Trust 5,11,32,585 1,02,26,517 -

c Monarch Shelter Private Limited 78,01,490 15,60,298 -

20 (e) Authorised Capital has increased in the year 31st March, 2017 and 31st March, 2018 pursuant to Scheme of arrangement and issue of

bonus shares referred to in note no. 56 (A) and Note 20(g) respectively.

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

equity shares were bought back at Rs. 10 each, impact whereof including resultant capital redemption reserve etc. were given effect

to on recognition of amalgamation of ABL with the Company in terms of the relevant accounting standard and the scheme of

arrangement dealt hereunder in Note 56(A).

19. OThER CURRENT ASSETS (contd.)


20 (g) The company has allotted 4,94,30,832 number of fully paid Bonus shares on 24.02.2018 in the ratio of four equity share of Rs 10 each

fully paid up for every one existing equity shares of Rs 10 each fully paid up. Accordingly the authorised Capital has been increased to

Rs.7000.00 Lacs as approved by the shareholders in the meeting held on 24.02.2018.

21. OThER EQUITY (Rs. in Lacs)





Securities Premium Reserve 21.1 34,575.19 46,475.32 255.00

General Reserve 21.2 2,000.00 1,000.00 -

Retained Earnings 21.3 19,260.78 17,670.89 13,356.54

TOTAL 55,835.97 65,146.21 13,611.54

Refer Statement of Changes in Equity (SOCE) for movement of changes in reserves.

21.1 Securities Premium Reserve Securities Premium Reserve represents the amount received in excess of par value of securities and is available for utilisation as

specified under Section 52 of Companies Act, 2013. It also includes an amount of Rs.5,8120.40 Lacs (net of adjustments carried out

on cancellation/demerger etc.) arising pursuant to scheme of Arrangement as stated in note no 56(A)(b), 56(A)(c) and 56(B). In terms

of the scheme of arrangement, the goodwill arising on amalgamation is amortised over a period of five years against the Securities

Premium account as stated in 56(A)(e).

21.2 General Reserve The general reserve is created from time to time by appropriating profits from retained earnings. The general reserve is created by a

transfer from one component of equity to another and accordingly it is not reclassified to the Statement of profit and loss.

21.3 Retained Earnings Retained earnings generally represents the undistributed profit/ amount of accumulated earnings of the company.

This includes Rs.464.40 Lacs (31st March, 2017 Rs. 488.10 Lacs and 1st April 2016, Rs. 497.88 Lacs) represented by change in carrying

amount of Property, Plant and Equipments being measured at fair value as on the date of transition to Ind AS. It also includes Rs. 23.18

Lacs (31st March, 2017 Rs.23.34 Lacs) relating to re-measurment of defined benefit plans which cannot be reclassified to Statement of

Profit and Loss.

21.4 In respect of the year ended 31st March, 2017, the shareholders of the company in its Annual General meeting has approved the

dividend of Rs 5/- per share each aggregating to Rs 617.88 Lacs (dividend distribution tax there on Rs. 125.79 Lacs thereon), which was

paid during the year ended 31st March, 2018.

21.5 The Board of Directors has recommended payment of dividend @ 12.50% (Rs.1.25 per share) on the paid-up share capital of the

company for the financial year 2017-2018 subject to approval of members at the ensuing Annual General Meeting.

22. BORROwINGS (At Amortised Cost) (Rs. in Lacs)





SecuredTerm Loan From Banks Gross Outstanding Amount 22.1 (a) to (g) 3,131.86 7,392.01 1,141.34

Less: Current Maturities of Long Term Debt 30 (1,238.75) (2,039.42) (419.12)

1,893.11 5,352.59 722.22


20. EQUITY ShARE CAPITAL (contd.)







From Others Gross Outstanding Amount, 22.1 (i) - - 8.38

Less: Current Maturities of Long Term Debt 30 - - (8.38)

- - -Unsecured From Banks Gross Outstanding Amount. 22.1 (h) - 350.00 -

Less: Current Maturities of Long Term Debt 30 - (350.00) -

- - - Long term maturities of Finance lease obligations 44 31.33 31.13 2.25TOTAL 1,924.44 5,383.72 724.47

22.1 Term Loan from Banks comprises of the following:(a) Rupee Term loan from Hong Kong and Shanghai Banking Corporation Ltd. (HSBC) amounting to Rs 2923.07 Lacs ( Rs. 6297.50 Lacs as on

31.03.2017; Nil as on 01.04.2016 ) outstanding at the end of the period (including Rs.1147.88 Lacs as on 31.03.2018, Rs. 1470.00 Lacs as on

31.03.2017, Nil as on 01.04.2016 being current maturities of the loan included under Other Current Financial Liabilities), has been secured

by way of first pari passu charge on the entire moveable plant and machinery, tools and accessories and other moveable fixed assets

both present and future, exclusive charge on entire fixed assets of Anlapatna (Orissa) Plant, first pari passu charge by way of equitable

mortgage on immovable property at Dankuni, West Bengal and second pari passu charge on the entire stocks of raw materials, work

in progress, stores and finished goods, book debts and other current assets both present and future. The applicable Rate of Interest in

respect of above Rupee Term Loan is 8.20% - 8.75% per annum.

Repayment schedule of above Term Loans from HSBC is as follows:(i) Rupee Term Loan of Rs.1930.00 Lacs is repayable in 16 quarterly installments of Rs. 120.63 Lacs each starting from 25.06.2016. ( 5

quarterly installments out of the same has been prepaid on 26.03.2018)

(ii) Rupee Term Loan of Rs. 800.00 Lacs is repayable in 16 equal quarterly installments of Rs. 50.00 Lacs each starting from 22.09.2016.

(The same has been subsequently prepaid on 22.06.2018)

(iii) Rupee Term Loan of Rs. 1000.00 Lacs is repayable in 16 equal quarterly installments of Rs. 62.50 Lacs each starting from 21.12.2016

(The same has been prepaid on 21.03.2018).

(iv) Rupee Term Loan of Rs. 1000.00 Lacs is repayable in 16 equal quarterly installments of Rs. 62.50 Lacs each starting from 01.02.2018.


(v) Rupee Term Loan of Rs. 1200.00 Lacs is repayable in 16 equal quarterly installments of Rs. 75.00 Lacs each starting from 23.08.2017.


(vi) Rupee Term Loan of Rs. 250.00 Lacs is repayable in 16 equal quarterly installments of Rs. 15.63 Lacs each starting from 13.04.2018.


(vii) Rupee Term Loan of Rs. 500.00 Lacs is repayable in 16 equal quarterly installments of Rs. 31.25 Lacs each starting from 30.11.2016

(The same has been prepaid on 28.08.2017).

(viii) Rupee Term Loan of Rs. 500.00 Lacs is repayable in 16 equal quarterly installments of Rs. 31.25 Lacs each starting from 17.12.2016

(The same has been prepaid on 18.09.2017)

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

is exercised during the tenure of repayment specified as above.

22. BORROwINGS (contd.) (Rs. in Lacs)


(b) Rupee term loan from Yes Bank Limited amounting to Nil ( Rs. 333.33 Lacs as on 31.03.2017; and Nil as on 01.04.2016 ) outstanding at the

end of the period ( including Nil as on 31.03.2018, Rs. 111.10 Lacs as on 31.03.2017 and Nil as on 01.04.2016 being the current maturities

of the loan included under Other Current Financial Liabilities), is secured by way of exclusive charge on the moveable fixed assets of

the Rusk manufacturing unit at Sambalpur, Orissa ( under construction as at the balance sheet date). The same has been prepaid on

31.07.2017.

The above term loan is repayable in 18 equal quarterly installments of Rs. 27.77 Lacs each from 29.10.2015. The applicable rate of interest

in respect of the aforesaid loan is Base rate (YBLBR) plus 0.25% per annum. The above loan is repayable on demand, whenever such

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

(c) Term Loan from Yes Bank Limited amounting to Rs Nil ( Rs.666.66 Lacs as on 31.3.17; and Rs.1055.55 Lacs as on 01.04.2016) outstanding

at the end of the period (including Rs. Nil as on 31.03.2018, Rs.388.89 Lacs as on 31.3.17 and Rs.277.78 Lacs as on 01.04.2016 being the

current maturities of the loan included under Other Current Financial Liabilities) are secured by way of :

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

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

3) Personal Guarantee of the erstwhile Directors / relative of two directors of the Company.

Rupee term loan of Rs.1,000.00 Lacs from Yes Bank is repayable in 18 equal quarterly installment of Rs. 55.55 Lacs each starting from

29.06.2015. (The same has been prepaid on 25.01.2018)

Rupee term loan of Rs. 500.00 Lacs from Yes Bank is repayable in 18 equal quarterly installment of Rs. 27.77 Lacs each starting from

31.12.2014. (The same has been prepaid on 01.08.2017)

(d) Vehicle loan from ICICI Bank Limited amounting to Rs. 36.54 Lacs ( Rs. 69.78 Lacs as on 31.3.17, Rs.100.00 Lacs as on 01.04.2016) outstanding

at the period of the Year (including Rs.36.54 Lacs as on 31.03.2018, Rs.33.20 Lacs as on 31.3.17 and Rs.30.20 Lacs as on 01.04.2016 being

the current maturities included under Other Current Financial Liabilities) are secured by way of hypothecation of vehicles financed

therefrom.

The aforesaid loan is repayable in 36 equal monthly installment of Rs.3.20 Lacs (including interest) each, starting form 01.04.2016.

(e) Vehicle Loan from HDFC Bank Limited amounting to Rs.85.38Lacs ( Rs. 103.68 Lacs as on 31.03.2017 and Nil as on 31.03.2016) outstanding

at the end of the period (including Rs.20.02 Lacs as on 31.03.2018, Rs.18.30 Lacs as on 31.03.2017 and Nil as on 01.04.2016 being current

maturities included under Other Current Financial Liabilities) are secured by way of hypothecation of vehicles financed therefrom.

The aforesaid loan is repayable in 60 equal monthly installment of Rs.2.24 Lacs (including interest) each, starting from 07.01.2017.

(f ) Vehicle Loan from HDFC Bank Limited amounting to Rs.37.29 Lacs ( Rs. 55.17 Lacs as on 31.3.2017 and Nil as on 01.04.2016) outstanding

at the end of the period (including Rs. 19.57 Lacs as on 31.03.2017, Rs.17.88 as on 31.03.17 and Nil as on 01.04.2016 being current

maturities included under Other Current Financial Liabilities) are secured by first charge by way of hypothecation of vehicles financed

therefrom.


(g) Vehicle Loan from Yes Bank Limited amounting to Rs.49.57 Lacs ( Rs. Nil as on 31.03.2017 and Nil as on 01.04.2016) outstanding at the

end of the period (including Rs.14.72 Lacs as on 31.03.2018, Rs. Nil as on 31.03.2017 and Nil as on 01.04.2016 being current maturities

included under Other Current Financial Liabilities) are secured by first charge by way of hypothecation of vehicles financed therefrom.


(h) Rupee term loan from Yes Bank Limited amounting to Nil (Rs.350 Lacs as on 31.03.2017, and Nil as on 01.04.2016) outstanding at the

end of the period ( including Nil as on 31.03.2018, Rs.350 Lacs as on 31.03.2017 and Nil as on 01.04.2016 being the current maturities of

the loan included under Other Current Financial Liabilities) is secured against the personal guarantee of three erstwhile directors of the

company.


22. BORROwINGS (contd.)


The above term loan from Yes Bank is repayable in 16 equal monthly installments of Rs. 87.5 Lacs each starting from 01.04.2016. The

applicable rate of interest in respect of the aforesaid loan is at base rate (YBLBR) which is subject to reset as and when the base rate

is changed. The above loan is repayable on demand, whenever such option is exercised during the tenure of repayment specified as

above.

(i) Vehicle loans from BMW Financial Services Private Limited amounting to Nil ( Nil as on 31.3.17 and Rs. 8.38 Lacs as on 01.04.2016)

outstanding at the end of the period (including Nil as on 31.03.2018, Nil as on 31.3.17 and Rs. 8.38 Lacs as on 01.04.2016 being the current

maturities included under Other Current Financial Liabilities) are secured by way of hypothecation of vehicles financed therefrom. The

aforesaid loan is repayable in installment of Rs. 14.3 Lacs (including interest) each.

22.2 Current maturities of long term borrowings have been disclosed under the head “Other Current Financial Liabilities”. [Refer note 30]

23. OThER FINANCIAL LIABILITIES (Rs. in Lacs)




Security Deposit - - 1.50

- - 1.50

24. GOVERNMENT GRANTS (NON CURRENT) (Rs. in Lacs)





Government Grants for Capital Investment 55.1 346.46 519.43 453.00

346.46 519.43 453.00

25. PROVISIONS (Rs. in Lacs)





Provision for Employee Benefits : Gratuity 47(B) 202.45 207.14 11.51

Leave Encashment 110.79 85.14 4.60

313.24 292.28 16.11

26. DEFERRED TAx LIABILITIES (NET) The break up of Deferred Tax Assets and Deferred Tax Liabilities are as given below: (Rs. in Lacs)

Particulars As at 31.03.2017

Recognised in Statement of

Profit and Loss (income)/loss

Recognised in OCI

(income)/ loss

As at 31.03.2018

Deferred Tax Liabilities Property, Plant and Equipments 3,476.31 229.64 - 3,705.95

Employee benefits obligations 12.36 - 12.45 24.81

Others 46.41 (28.49) - 17.92

Total 3,535.08 201.15 12.45 3,748.68Deferred Tax Assets Expenses allowable on payment basis under Income Tax Act, 1961 715.46 342.68 - 372.78

Impairment allowances against financial assets 33.06 (10.67) - 43.73


22. BORROwINGS (contd.)





Recognised in OCI

(income)/ loss

As at 31.03.2018

Expenses allowable on deferred basis under Income Tax Act, 1961 36.28 (3.90) - 40.18

Fair Valuation of Investment (18.38) (12.73) - (5.65)

Others 13.89 (3.38) - 17.27

Total 780.31 312.00 - 468.31Net Deferred Tax (Liabilities)/Assets (Continuing Operations) (2,754.77) 513.15 12.45 (3,280.37)


Acquired pursuant to

Scheme of Amalgamation (*)



Recognised in OCI

(income)/ loss

As at 31.03.2017

Deferred Tax Liabilities Property, Plant and Equipments 472.60 2,665.03 338.68 - 3,476.31

Employee benefits obligations - - - 12.36 12.36

Others 4.92 40.82 0.67 - 46.41

Total 477.52 2,705.85 339.35 12.36 3,535.08Deferred Tax Assets Expenses allowable on payment basis

under Income Tax Act, 1961

7.87 134.75 (572.84) - 715.46

Impairment allowances against financial assets - 18.28 (14.78) - 33.06

Expenses allowable on deferred basis

under Income Tax Act, 1961

- - (36.28) - 36.28

Fair Valuation of Investment 23.27 (1.24) 40.41 - (18.38)

Others - - (13.89) - 13.89

Total 31.14 151.79 (597.38) - 780.31Net Deferred Tax (Liabilities)/Assets (446.38) (2,554.06) (258.03) 12.36 (2,754.77)

Continuing operations (469.65) (2,554.06) (281.30) 12.36 (2,754.77)

Dis-continuing operations 23.27 - 23.27 - -

(*) Refer Note 56A adjusted with impact of IND AS

27. OThER NON CURRENT LIABILITIES (Rs. in Lacs)




Security Deposit- Employees - 12.71 -

- 12.71 -


26. DEFERRED TAx LIABILITIES (NET) (contd.) (Rs. in Lacs)



28. BORROwINGS (At Amortised Cost) (Rs. in Lacs)





Loans repayable on demandSecured From Banks - Working Capital Demand Loan 28.1 (a) to (c) - 2,100.00 -

- Cash Credit facility / Overdraft facility 28.1 (a) & (d) 497.03 1,866.75 2,082.02

Unsecured From Banks - Short Term Loan facility 28.1 (e) - 750.00 -

From Related Parties 49 & 28.1(f ) - 2,358.41 -

497.03 7,075.16 2,082.02

28.1(a) Working Capital Demand Loan and Cash Credit Facility from Kotak Mahindra Bank Limited amounting to Rs. Nil ( Rs. 1000.00 Lacs as on

31.03.2017 and Nil as on 01.04.2016 ) and Nil ( Rs.414.2 Lacs as on 31.03.2017 and Nil as on 01.04.2016) respectively outstanding at the

end of the period is secured by way of first pari passu hypothecation charge on the entire current assets, second pari passu charge on

moveable fixed assets (other than those which are exclusively charged to other term lenders) and any other security available to other

secured working capital lenders.

(b) Working Capital Demand Loan from CITI Bank Limited amounting to Nil ( Rs. 500.00 Lacs as on 31.03.2017 and Nil as on 01.04.2016)

outstanding at the end of the period is secured by way of first pari passu charge on the present and future plant and machinery

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

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

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

(c) Working Capital Demand Loan from Development Bank of Singapore Limited amounting to Nil ( Rs. 600.00 Lacs as on 31.03.2017 and Nil

as on 01.04.2016) outstanding at the end of the period is secured by way of first pari passu on current assets both present and future.

(d) Cash credit facilities from Yes Bank amounting to Rs. 497.03 Lacs ( Rs.1452.54 Lacs as on 31.03.2017 and Rs. 2082.02 Lacs as on 01.04.2016)

outstanding at the end of the period is secured by first pari passu charge on all the Current Assets (both Present & Future) and second

pari passu charge on all the movable fixed assets (other than those which are exclusively charged to other term lenders) (both present

and future).

(e) Short term loan facility from Yes Bank amounting to Nil (Rs 750.00 Lacs as on 31.03.2017 and Nil as on 01.04.2016) is repayable within 3

months from the date of sanction.

(f ) Unsecured Loans from related parties are repayable on demand and the applicable interest rate is 10% p.a.

29. TRADE PAYABLES (Rs. in Lacs)





For Goods and Services - dues of micro enterprises and small enterprises 29.1 125.33 144.60 -

- dues of creditors other than micro enterprises and

small enterprises

6,339.13 3,926.13 616.45

6,464.46 4,070.73 616.45


29.1 The details of amounts outstanding under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) to the extent

of information available with the Company are as under: (Rs. in Lacs)




(i) Principal amount remaining unpaid at the end of the

accounting year

125.33 144.60 -

(ii) Interest due on above - - -

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

MSMED Act

- - -

(iv) The amount of interest accrued and remaining unpaid at the

end of financial year

- - -

(v) Payment made to supplier beyond the appointed day during

the year

- - -

30. OThER FINANCIAL LIABILITIES (Rs. in Lacs)





Current maturities of Long Term Debts -

Secured Loans 22.1 (a) to (g) 1,238.75 2,039.42 427.50

Unsecured Loans 22.1 (h) - 350.00 -

Interest Accrued 1.83 2.50 3.01

1,240.58 2,391.92 430.51Other Payables: Security Deposit. 14.11 45.47 -

Retention Money 0.04 1.42 1.42

Capital Expenditures 199.69 326.25 18.66

Other Liabilities - 625.42 31.85

213.84 998.56 51.931,454.42 3,390.48 482.44

31. OThER CURRENT LIABILITIES (Rs. in Lacs)




Advance from Customers 565.93 845.27 153.75

Statutory Dues-Tax Deducted at source, GST, Service Tax, Sales Tax,

Provident Fund etc.

2,350.25 1,614.24 113.39

Excise Duty on Closing Stock - 33.53 0.51

2,916.18 2,493.04 267.65


29. TRADE PAYABLES (contd.)


32. GOVERNMENT GRANTS (CURRENT) (Rs. in Lacs)




Government Grants for Capital Investment. 55.1 163.17 153.37 143.17

163.17 153.37 143.17

33. PROVISIONS (Rs. in Lacs)




Provision for Employee benefits 47(B)

Gratuity 46.11 0.32 0.04

Leave Encashment 18.51 29.18 0.43

Provision for Indirect Taxes 33.1 897.91 897.91 -

962.53 927.41 0.47

33.1 Provision for Indirect Taxes in note no 57 (b) has been made during the year ended 31.03.2017. Deposit of Rs. 514.10 Lacs made in

the earlier years has been shown under balances with government authorities (Refer Note No 19). No payment/utilisation against

provision, pending decision of the court, has been done.

34. CURRENT TAx (ASSETS ) / LIABILITIES (NET) (Rs. in Lacs)




Provision for Income Tax ( Net of Advance Tax ) 428.79 77.76 635.61

428.79 77.76 635.61

35. REVENUE FROM OPERATIONS (Rs. in Lacs)




Sale of Products 1,11,184.14 1,20,588.79

Other Operating Revenues 35.1 2,228.90 3,044.25

1,13,413.04 1,23,633.04

35.1 Details of Other Operating Revenue (Rs. in Lacs)




Sale of Scrap and Rejected Materials 398.13 435.59

Export Incentives 31.74 55.60

Subsidy from Government 55 1,765.50 2,553.06

Excise duty on Stock 33.53 -

2,228.90 3,044.25

35.2 Goods and service tax (GST) has been implemented w.e.f. 1st July 2017 and therefore, revenue from operation for the period from

1st July 2017 to 31st March 2018 is net of GST. Further revenue form operation and expenses for the year ended March 2017 being

inclusive of excise duty are not comparable with corresponding figures of the current year.



36. OThER INCOME (Rs. in Lacs)



Interest Income on:- Income Tax Refund - 0.21

Fixed Deposits with Banks 64.48 285.00

Non current Investment 3.00 10.20

Others 9.85 9.07

77.33 304.48 Liabilities no longer required written back 186.70 2.96

Net Gain on financial asset measured at fair value through profit & loss - 79.65

Miscellaneous Income 97.63 59.87

361.66 446.96

37. COST OF MATERIALS CONSUMED (Rs. in Lacs)




Opening stock:As per last Balance Sheet 1,807.46 354.39

Add: Raw Materials & Packing Materials transferred as per Scheme of arrangement 56(A)(a) - 1,532.29

Add: Purchases 70,105.04 84,586.23

71,912.50 86,472.91Less: Used for Trial Run and Research Purpose 69.23 12.45

Less: Cost of Sales of Raw/ Packing Materials 8.65 -

Less: Closing Stock 1,845.39 1,807.46

TOTAL 69,989.23 84,653.00

38. PURChASE OF STOCK-IN- TRADE (Rs. in Lacs)



Purchases of Stock in Trade 19.99 50.49

19.99 50.49

39. ChANGES IN INVENTORIES OF FINIShED GOODS ,wORK IN PROGRESS AND STOCK-IN-TRADE - (INCREASE)/DECREASE (Rs. in Lacs)




Closing Stock Finished Goods 1,760.54 1,182.53

Work In Progress 9.44 7.81

1,769.98 1,190.34Less: Opening Stock Finished Goods 39.1 1,182.53 184.27

Work In Progress 7.81 0.16

1,190.34 184.43







Less: Stock transferred as per Scheme of arrangement 56(A) Finished Goods - 1,030.70

Work In Progress - 10.61

- 1,041.31(579.64) 35.40

39.1 Opening stock of finished goods brought forward for the year ending 31st March 2017 includes Rs. 10.80 Lacs in respect of stock

purchased from amalgamating companies.

39.2 Disclosure as required under Ind AS 2 “Inventories”are : (Rs. in Lacs)

Inventories recognised as expense : 82,535.24 93,043.42

40. EMPLOYEE BENEFITS ExPENSE (Rs. in Lacs)



Salaries, Wages and Bonus 5,421.71 4,623.35

Contribution to provident and other Funds 324.89 397.52

Staff Welfare Expenses 555.50 444.90

6,302.10 5,465.77

41. FINANCE COSTS (Rs. in Lacs)




Interest Expense: Term Loans 585.34 333.73

Finance Charge on Lease Obligation 44 3.58 3.56

Working Capital Loan and Others 41.1 322.73 470.05

911.65 807.34Other Borrowing Costs Loan Processing Charges 1.77 1.72

Net Loss on foreign currency transactions & translations - 6.88

913.42 815.94

41.1 Interest Expense (Others) includes Rs 62.44 Lacs for the year ending 31st March, 2018 (Rs. 13.65 Lacs for the year ending 31st

March,2017) in respect of Interest on Income Tax.

42. DEPRECIATION AND AMORTISATION ExPENSE (Rs. in Lacs)




Depreciation and Amortisation 5 & 7 3,039.15 2,360.60

Less: Adjustment on account of Government Grant 24 & 32 163.17 153.37

2,875.98 2,207.23Continuing operations 2,875.98 2,194.37

Dis-continuing operations - 12.86

39. ChANGES IN INVENTORIES OF FINIShED GOODS ,wORK IN PROGRESS AND STOCK-IN-TRADE - (INCREASE)/DECREASE (contd.) (Rs. in Lacs)


43. OThER ExPENSES (Rs. in Lacs)




Conversion and Job Work Charges 2,343.62 2,337.04

Consumption of Stores and Spares 168.80 238.70

Power and Fuel 4,436.51 4,344.43

Excise duty on Closing Stock - 26.92

Auditors' Remuneration 43.1 21.25 19.55

Directors Sitting Fees 5.96 6.12

Rent 43.2 172.85 176.81

Repairs to Machinery 599.53 319.91

Repairs to Buildings 142.75 47.28

Repairs - Others 72.17 115.24

Sales Promotion and Advertisement 6,285.57 4,265.65

Carriage outward, distribution 4,128.36 4,417.10

Other selling expenditures 587.30 773.48

Insurance 59.15 60.01

Rates and Taxes 43.3 47.75 81.00

Research & Development 104.47 19.60

Travelling and Conveyance 567.09 488.30

Legal and Professional Charges 270.35 300.69

Loss on sale and discard of Fixed Assets (Net) 8.92 0.14

Foreign Exchange Loss (Net) 5.06 14.43

Bad Debts 22.73 2.63

Impairment for Doubtful debts adjusted (5.37) (4.09)

Impairment for doubtful debts 19.48 12.03

Impairment for Slow Moving Materials 32.25 12.75

Impairment For Doubtful Advances - 22.00

Corporate Social Responsibility Expenses 51 242.22 121.83

Net Gain on financial asset measured at fair value through profit and loss 55.17 -

Donation and Charity Expenses 13.07 8.97

Miscellaneous Expenses 43.4 479.42 690.68

20,886.43 18,919.21

43.1 Auditors’ Remuneration(Exclusive of service tax / GST amount): (Rs. in Lacs)



Audit Fees 15.50 15.50

For other Services

- Tax Audit Fees 4.00 3.25

- Certification and Other services 1.75 0.80

21.25 19.55

43.2 The company has certain operating lease arrangements of premises for storage of goods and other commercial purposes. These leasing

arrangements which are cancellable, subject to lock in period as mentioned below, have tenure ranging between 11 months to 3 years

and are usually renewable by mutually agreeable terms. Terms of some of these lease arrangements include escalation clause for rent

and deposit/refund of security deposit etc. Expenditure incurred on account of rent has been recognized in the Statement of Profit and

Loss amounting to Rs.172.85 Lacs for the year ended 31st March, 2018 (Rs. 176.81 Lacs for the year ending 31st March 2017).




The future aggregate minimum lease payments under non-cancellable portion of operating lease are as follows: (Rs. in Lacs)

Particulars As at 31st March 2018

As at 31st March 2017

Not later than one year 136.14 69.82

Later than one year but not later than three years 104.19 60.48

43.3 Rates and Taxes includes Tax on buyback of shares amounting to Nil for the year ended 31st March, 2018 (Rs.61.75 Lacs for the year

ending 31st March 2017).

43.4 Miscellaneous Expenses include Sale tax of Rs. 12.79 Lacs (Rs.11.41 Lacs for the year ending 31st March 2017), Cenvat Rs. 40.29 Lacs

(Rs.163.84 Lacs for the year ending 31st March 2017).

44. OBLIGATION UNDER LEASESA. Finance Lease disclosures: The company has certain finance lease arrangements for land taken on lease from government authorities for setting up of factory

premises/office thereon with tenure ranging from 84 years to 90 years. Terms of some of these lease arrangements include escalation

clause for rent.

The net carrying amount of the leasehold land is Rs.2465.77 Lacs as at 31st March, 2018 (31st March, 2017: Rs. 2507.85 Lacs and 1st April,

2016: Rs. 585.52 Lacs).

Finance Lease Liabilities (Rs. in Lacs)

Particulars As at 31st March, 2018 As at 31st March, 2017 As at 1st April, 2016Minimum

Lease payments

Present value of Minimum

Lease Payments

Minimum Lease

payments


Lease Payments

Minimum Lease

payments


Lease Payments

Not later than one year 3.37 0.00 3.37 0.00 0.07 0.00

Later than one year and not later than

five years

13.75 0.00 17.12 0.00 0.55 0.00

Later than five years 287.71 31.33 287.71 31.13 40.34 2.25

44.1 Lease payment considered as finance charge Rs.3.58 Lacs (Rs.3.56 Lacs for the year ending 31.03.2017). (Note 41)

45. CAPITAL MANAGEMENT The primary objective of the Company’s capital management is to ensure that it maintains a healthy capital ratio in order to support its

business, have sufficient financial flexibility for borrowing requirements if any in future and maximise shareholder value. The Company’s

objective for managing capital is based on business needs and to provide returns for shareholders and benefits for other stake holders.

The funding requirements is met through a mixture of equity, internal accruals and other long term and short term borrowings.

The company also monitors capital using gearing ratio which is net debt divided by total capital. The company is not governed by any

externally imposed capital requirements. The gearing ratios are as follows:

45.1 Gearing Ratio (Rs. in Lacs)




Total Debt (Net of Cash & Cash equivalent) 2,578.44 14,551.97 2,624.91

Total Equity 25,832.10 18,293.34 13,579.68

Gearing Ratio 9.98% 79.55% 19.33%

43. OThER ExPENSES (contd.)


45.2 Categories of financial instruments The carrying value and fair value of financial instruments by categories were as follows : (Rs. in Lacs)




Financial Assets (Current and Non-Current)Measured at Amortised Cost (i) Trade Receivables 325.07 305.82 71.02

(ii) Cash & Cash Equivalents 1,081.78 296.33 609.08

(iii) Other Bank Balances 78.59 1,148.18 2,010.00

(iv) Loans 39.83 39.46 477.34

(v) Others Financial Asset 3,076.97 1,987.74 1,143.87

Sub-total 4,602.24 3,777.53 4,311.31Measured at Fair value through profit or loss (FVTPL) (i) Investment in Mutual Funds/ Bonds/Equity Instruments 385.40 440.58 8,395.53

TOTAL 4,987.64 4,218.11 12,706.84Financial Liabilities (Current and Non-Current)Measured at amortised Cost (i) Borrowings 2,421.47 12,458.88 2,806.49

(ii) Trade Payable 6,464.46 4,070.73 616.45

(iii) Other Financial Liabilities 1,454.42 3,390.48 482.44

Sub-total 10,340.35 19,920.09 3,905.38TOTAL 10,340.35 19,920.09 3,905.38

The management considers that the above carrying amounts of financial assets and financial liabilities recognized in the financial

statements approximate their fair values.

Fair Valuation Techniques The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer

a liability in an orderly transaction between market participants at the measurement date.

The following methods and assumptions were used by the Board to estimate the fair values:

1. The fair value of cash and cash equivalents, trade receivables, trade payables, current borrowings, current financial liabilities and

assets approximate their carrying amount largely due to the short-term nature of these instruments.

2. Long-term debt has been contracted at floating rates of interest, which are reset at short intervals. Fair value of variable interest rate

borrowings approximates their carrying value of such long-term debt subject to adjustments made for transaction cost.

3. Investments traded in active market are determined by reference to the quotes from the Stock exchanges as at the reporting date.

Investments in liquid and short-term mutual funds are measured using quoted market prices/net asset value at the reporting

date. Unquoted investments in shares have been valued based on the historical net asset value as per the latest audited financial

statements.

Fair value hierarchy The Company categorizes assets and liabilities measured at fair value into one of three levels depending on the ability to observe inputs

employed in their measurement.


45. CAPITAL MANAGEMENT (contd.)



The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as at balance sheet date:

Financial assets Fair value as atAs at

31st March, 2018As at

31st March, 2017As at

1st April, 2016Financial assetsLEVEL 1Investment in mutual funds and Listed Equity Instruments - - 8,057.20

LEVEL 3Investment in Unlisted Equity Instruments 385.40 440.58 338.33

During the year ended 31st March, 2018 and year ended 31st March, 2017, there were no transfers between Level 1 and Level 3 fair value

measurements. There is no transaction / balance under level 2.

The Inputs used in fair valuation measurement are as follows:

Fair valuation of Financial assets and liabilities not within the operating cycle of the company is amortised based on the borrowing rate

of the company.

Unquoted investments in shares have been valued based on the amount available to shareholder’s as per the latest audited financial

statements. There were no external unobservable inputs or assumptions used in such valuation.

45.3 Financial Risk Factors The Company’s activities expose it to a variety of financial risks – market risk, credit risk and liquidity risk. The Board of Directors reviews

and approves policies for managing each of these risks, which are summarized below:

45.3.1 Market Risk Market risk is the risk or uncertainty arising from possible market price movements resulting in fluctuation of the fair value of future

cash flows of a financial instrument. The major components of Market risks are price risk, interest rate risk and foreign currency

exchange risk.

Financial instruments affected by market risk includes borrowings and investments.

a. Foreign Currency Risk The company does not have significant transaction in foreign currency and as such it is not exposed to foreign currency risk. There

are no outstanding Derivative contracts as on 31st March 2018.

Particulars of Unhedged Foreign Exposures as at the Balance Sheet date: (In Lacs)




Advance receive against exports

USD 0.30 0.04 -

INR 19.19 2.61 -

Trade receivables against exports

USD 0.85 0.20 -

EURO 0.13 -

INR 66.13 13.05 -

Capital Expenditures

EURO - 0.09 -

INR - 6.12 -

45. CAPITAL MANAGEMENT (contd.) (Rs. in Lacs)


b. Interest Rate Risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market

interest rates. As of 31st March, 2018, substantially all of the Company’s borrowings were subject to floating interest rates, which are

reset at short intervals and to that extent risk arising due to fluctuation thereof is mitigated to certain extent.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and

borrowings affected. With all other variables held constant, the company’s profit before tax is affected through the impact on

floating rate borrowings, as follows: (Rs. in Lacs)

Interest Rate Sensitivity Effect on Profit before taxFor the year ended

31st March, 2018For the year ended

31st March, 2017INR Borrowings (+0.50) 0.71 3.78

Foreign Borrowing(USD)(+0.25) - -

A decrease in 50 basis point in Rupee Loan and 25 basis point in Foreign Currency Loan would have an equal and opposite effect

on the Company’s financial statements.

c. Price risk Price risk relates to the company’s current investments which are fair valued through profit and loss . For the year ended 31st

March, 2018 the company does not have any current investments and accordingly there is no price risk at present. However as risk

mitigation measures company’s board of directors reviews and approves the investment decisions.

45.4 Credit Risk Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial

loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables). To manage this, the management

has a policy of taking a substantial amount of advance from the customers and exposure to the remaining credit risk is monitored on

an ongoing basis. The Company periodically assesses the financial reliability of customers, taking into account the financial condition,

current economic trends and ageing of accounts receivable. Individual risk limits are set accordingly.

The Company establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other

receivables. Receivables from customers are reviewed/evaluated periodically by the management and appropriate provisions are made

to the extent recovery there against has been considered to be remote.

The carrying amount of respective financial assets recognised in the financial statements, (net of impairment losses) represents the

Company’s maximum exposure to credit risk. The concentration of credit risk is limited due to the customer base being large and

unrelated.

Financial assets that are neither past due nor impaired Cash and cash equivalents, investment and deposits with banks are neither past due nor impaired. Cash and cash equivalents with banks

are held with reputed and credit worthy banking institutions.

Financial assets that are past due but not impaired Trade receivables disclosed include amounts that are past due at the end of the reporting period but against which the Company has

not recognised an allowance for doubtful receivables because there has not been a significant change in credit quality and the amounts

are still considered recoverable.

45.5 Liquidity Risk Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The

Company monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to finance the

Company’s operations and to mitigate the effects of fluctuations in cash flows.





The following tables detail the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment

periods. The information included in the tables have been drawn up based on the undiscounted cash flows of financial liabilities based

on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows. The

contractual maturity is based on the earliest date on which the Company may be required to pay. (Rs. in Lacs)

Particulars < 1 year 1 year – 3 years More than 3 years TotalAs at 31st March, 2018Interest bearing borrowings (including current maturities) 1,735.78 1,893.11 - 3,628.89

Finance Lease Obligations - - 31.33 31.33

Interest Accrued 1.83 - - 1.83

Security Deposit 14.11 - - 14.11

Retention Money 0.04 - - 0.04

Capital Expenditures 199.69 - - 199.69

Other Liabilities - - - -

Trade Payable 6,464.46 - - 6,464.46

Total 8,415.91 1,893.11 31.33 10,340.35As at 31st March, 2017Interest bearing borrowings (including current maturities) 9,464.58 5,352.59 - 14,817.17



Security Deposit 45.47 - - 45.47



Other Liabilities 625.42 - - 625.42

Trade Payable 4,070.73 - - 4,070.73

Total 14,536.37 5,352.59 31.13 19,920.09As at 1st April, 2016Interest bearing borrowings (including current maturities) 2,509.52 722.22 - 3,231.74



Security Deposit - 1.50 - 1.50



Other Liabilities 31.85 - - 31.85

Trade Payable 616.45 - - 616.45

Total 3,180.91 723.72 2.25 3,906.88

Unused Line of Credit (Rs. in Lacs)




Cash Credit 6604.22 2,133.25 417.98

The company has internal accruals and current financial assets which will be realised in ordinary course of business. The Company

ensures that it has sufficient cash on demand to meet expected operational expenses.

The company relies on mix of borrowings and operating cash flows to meet its need for funds and ensures that it does not breach any

financial covenants stipulated by the lender.



46. CONTINGENT LIABILITIES AND COMMITMENT (To the extent not provided for) : (Rs. in Lacs)




(a) Guarantees issued by Banks on behalf of the Company to third

parties

50.51 1,016.68 143.38

(b) Corporate Guarantee given by the company on behalf of body

corporate (Refer Note 49) Limit : Rs.1,800.00 Lacs

- 868.00 -

Others

(c) Certain demands (excluding interest and penalty - to the extent

amount not ascertained) relating to income tax, Excise Duty, Entry

Tax, Service Tax and vat/sales tax matters pending with various

authorities to the extent ascertainable from the records and details

available are as follows:

(i) Disputed income tax matters pending under appeal 20.06 20.06 -

(ii) Excise Duty - including various show cause/ Demand Notices

pending under appeal

677.60 462.16 -

(iii) Entry Tax - Claimed by Assessing Authorities pending under

appeal

- 24.39 -

(iv) Disputed VAT/sales tax matters under appeal. 369.82 255.82 2.20

(v) Service Tax 320.02 27.51 -

Total 1,438.00 2,674.62 145.58

46.1 During the year 2005-06, the Company had sold wheat (received against supplies made under the World Food Programme of United

Nations) amounting to Rs. 2535.20 Lacs in Punjab. The Company’s net VAT Liability (after setting of VAT input credit) stood at Nil and

hence, the Company did not deposit VAT on the said wheat sales. The Punjab Sales Tax Department has disallowed the VAT Input

credit and thereby raised a demand of Rs. 607.50 Lacs (including penalty and interest). The Company has contested the demand in

VAT Tribunal and also before the Honourable Punjab & Haryana High Court. However, the Honourable Punjab & Haryana High Court

referred back the case to the Excise and Taxation Commissioner, Patiala. Further vide Order dated 31.10.11 passed by Excise and Taxation

officer, the stated demand has been reduced to Rs. 328.43 Lacs, against which the Company had deposited Rs. 107.36 Lacs in earlier

years which is shown under Balances with Government Authorities (Note no. 19). During the current financial year, Deputy Excise and

Taxation Commissioner (Appeals) has set aside the Order and passed the order in favour of the Company by rendering the assessment

as barred by limitation.

46.2 The Company’s pending litigation comprises of claims against the Company and proceeding pending with tax / statutory / government

authorities. The Company has reviewed all its pending litigations and proceedings and disclosed the contingent liabilities, where

applicable, in its financial statement. The Company does not expect the outcome of these proceedings to have a material impact on

its financial position. Future cash flows of the matters outlined in 46(c) above are determinable only on receipt of judgment / decisions

pending with various forum / authorities.

46.3 Capital Commitment (Rs. in Lacs)




Estimated amount of Contracts remaining to be executed on

capital account and not provided for (Net of Advances of Rs.45.41

Lacs (previous year Rs. 156.6 Lacs))

80.00 568.37 -




47. As per Indian Accounting Standard 19 “Employee Benefits” the disclosure of Employee Benefits as defined in the Standards are given

below:

A) Defined Contribution Scheme:

Contribution to defined contribution schemes, recognised for the year are as under: (Rs. in Lacs)



Employer's contribution to Provident Fund 65.99 60.94

Employer's contribution to Pension Fund 149.79 138.33

Total 215.78 199.27

B) Defined Benefit Scheme: The employee’s Gratuity scheme are defined benefit plans. The present value of obligations are determined based on actuarial valuation

using projected unit credit method which recognises each period of services as giving rise to additional unit of employee benefit

entitlement and measures each unit separately to build up the final obligation. (Rs. in Lacs)




i) Change in the fair value of the defined benefit obligation: Gratuity (Funded)

Liability at the beginning of the year 625.47 - -

Transfer from Gratuity (Unfunded) 15.32 - -

Transfer in terms of Scheme of Arrangement (Refer Note 56 ) - 589.43 -

Interest Cost 49.34 44.21 -

Current Service Cost 79.44 72.16 -

Actuarial (gain) / loss on obligations (42.11) (36.23) -

Benefits paid (33.24) (44.10) -

Liability at the end of the year 694.22 625.47 - Gratuity (Unfunded) Liability at the beginning of the year 15.32 11.54 7.55

Transfer to Gratuity (Funded) (15.32) - -

Interest Cost - 0.87 0.60

Current Service Cost - 4.24 3.94

Actuarial (gain) / loss on obligations - 1.12 (0.55)

Benefits paid - (2.45) -

Liability at the end of the year - 15.32 11.54ii) Changes in the Fair Value of Plan Asset Gratuity (Funded) Fair value of Plan Assets at the beginning of the year 433.33 - -

Transfer in terms of Scheme of Arrangement (Refer Note 56A ) - 400.33 -

Expected Return on Plan Assets 32.82 30.03 -

Contributions by the Company 3.47 29.85 -

Benefits paid (17.48) (27.47) -

Actuarial gain / (loss) on Plan Assets (6.48) 0.59 -

Fair value of Plan Assets at the end of the year 445.66 433.33 -





iii) Actual return on Plan Asset Gratuity (Funded)

Expected return on Plan assets 32.82 30.03 -

Actuarial gain / (loss) on Plan Assets (6.48) 0.59 -

Actual Return on Plan Assets 26.34 30.62 -iv) Amount Recognized in Balance Sheet Gratuity (Funded) Liability at the end of the year 694.22 625.47 -

Fair value of Plan Assets at the end of the year 445.66 433.33 -

Liability/(Assets) recognised in the Balance Sheet 248.56 192.14 - Gratuity (Unfunded) Liability at the end of the year - 15.32 11.54

Fair value of Plan Assets at the end of the year - -

Liability/(Assets) recognised in the Balance Sheet - 15.32 11.54v) Components of Defined Benefit Cost Gratuity (Funded) Current Service Cost 79.44 72.16 -

Interest Cost 49.34 44.21 -

Expected Return on Plan Assets (32.82) (30.03) -

Net Actuarial (gain) / loss on remeasurement recognised in OCI (35.63) (36.82) -

Total Defined Benefit Cost recognised in Profit and Loss and OCI 60.33 49.52 - Gratuity (Unfunded) Current Service Cost - 4.24 3.94

Interest Cost - 0.87 0.60

Expected Return on Plan Assets - -

Net Actuarial (gain) / loss on remeasurement recognised in OCI - 1.12 (0.55)

Total Defined Benefit Cost recognised in Profit and Loss and OCI - 6.23 3.99vi) Balance Sheet Reconciliation Gratuity (Funded) Opening Net Liability 192.14 - -

Transfer from Gratuity (Unfunded) 15.32 - -

Transfer in terms of Scheme of Arrangement (Refer Note 56 ) - 189.10 -

Expenses as above 60.33 49.52 -

Employers Contribution (3.47) (29.85) -

Benefits Paid (Net off ) (15.76) (16.63)

Amount Recognized in Balance Sheet 248.56 192.14 - Gratuity (Unfunded) Opening Net Liability 15.32 11.54 7.55

Expenses as above - 6.23 3.99

Benefits Paid - (2.45) -

Transfer to Gratuity (Funded) (15.32) - -

Amount Recognized in Balance Sheet - 15.32 11.54


47. (contd.) (Rs. in Lacs)


Principal Actuarial assumptions as at the Balance Sheet date (Rs. in Lacs)




Discount Rate 7.7% p.a 7.5% p.a 8% p.a

Salary Escalation Rate 5% p.a 5% p.a 5% p.a

Attrition Rate 5% to 1% p.a 5% p.a 2% p.a

Retirement Age (years) 58 years 58 years 58 years

Expected Return on Plan Assets 7.7% p.a 7.5% p.a NA

Recognised in Other Comprehensive Income (Rs. in Lacs)



Remeasurement - Actuarial loss/(gain)

Gratuity (Funded) (35.63) (36.82)

Gratuity (Unfunded) - 1.12

(Rs. in Lacs)




Gratuity (Funded)Current Liability (within 12 months) 46.11 - -

Non- Current Liability 202.45 192.15 -

Gratuity (Unfunded)Current Liability (within 12 months) - 0.32 0.04

Non- Current Liability - 14.99 11.51

Sensitivity analysis (Rs. in Lacs)



Gratuity (Funded)For the year ended 31st March, 2018Discount Rate

+1% 61.84 51.50

-1% 72.21 59.51

Salary Growth Rate

+1% 73.44 59.11

-1% 63.87 51.85

Withdrawal Rate

+1% 15.43 9.30

-1% 17.31 10.65

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is

unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit

obligation to significant actuarial assumptions the same method (projected unit credit method) has been applied as when calculating

the defined benefit obligation recognised within the Balance Sheet.


47. (contd.)


Estimate of expected benefit payments (In absolute terms i.e. undiscounted) (Rs. in Lacs)

Particulars 2017-18 2016-17Gratuity : Within 1 year 46.11 53.63

1-2 year 67.75 39.32

2-3 year 43.23 51.55

3-4 year 32.85 57.55

4-5 year 36.84 42.82

5-10 years 231.93 583.37

Total 458.71 828.24

Maturity profile of defined benefit obligation (Rs. in Lacs)



Weighted average duration in years 15.64 16.00




Average no of people employed (Gratuity Funded) 2,232 1,988 -

Average no of people employed (Gratuity Unfunded) - 131 151

Notes: (As certified by Independent Actuary)

1 Assumptions relating to future salary increases, attrition, interest rate for discount and overall expected rate of return on assets have

been considered based on relevant economic factors such as inflation, seniority, promotion, market growth and other factors as

applicable to the period over which the obligation is expected to be settled.

2 The expected return on Plan assets is based on market expectation at the beginning of the year. The rate of return on long term

Government Bonds is taken as reference for this purpose.

3 In respect of Funded Gratuity, the funds are managed by the insurer and therefore the percentage or amount that each major

category constitutes the fair value of total plan assets and effect thereof on overall expected rate of return on asset is not

ascertainable.

48. The company operates in one business segment of food products comprising of Biscuits and other Bakery Products and requirements

of segmental disclosure information is not applicable to the company.

49. RELATED PARTY DISCLOSURERelated party disclosure as identified by the management in accordance with the Indian Accounting Standard (Ind AS) 24 on “Related Party

Disclosures” are as follows:

A Name of the Related Parties and description of relationship i) Erstwhile Holding Company

1 Anmol Biscuits Limited ( Amalgamated with the Company w.e.f. 01-04-2016 pursuant to Scheme of Arrangement as given in

Note 56)

ii) Key Management Personnel (KMP) 1 Mr. Biswanath Choudhary - Whole Time Director (with effect from 19.05.2017)

2 Mr. Bimal Kumar Choudhary - Managing Director (with effect from 19.05.2017)


47. (contd.)



3 Mr. Dilip Kumar Choudhary - Whole Time Director (with effect from 19.05.2017)

4 Mr. Gobind Ram Choudhary - Managing Director (with effect from 19.05.2017)

(Appointed as Additional Director during 7.03.2017-18.5.2017)

5 Mr. Vikash Choudhary - Managing Director (upto 19.04.2017)

6 Mr. Deepak Choudhary - Whole Time Director (upto 19.04.2017)

7 Mr. Ankit Choudhary - Director (upto 31.05.2017)

8 Mr. Sunil Kumar Agarwal - Independent Director (with effect from 24.02.2018)

9 Mr. Sumit Malhotra - Independent Director (with effect from 10.07.2017)

10 Ms. Mamta Binani - Independent Director (with effect from 10.07.2017)

11 Mr. Pawan Kumar Agarwal - Independent Director (from 23.03.2015 upto 23.05.2017)

12 Mr. Pranab Kumar Maity - Independent Director (from 23.03.2015 upto 23.05.2017)

13 Mr. Poonam Chandra Tibrewal - Chief Financial Officer (with effect from 21.04.2017)

14 Mr. Brundaban Behera - Company Secretary (with effect from 21.04.2017)

iii) Relatives of the KMP 1 Mr. Baijnath Choudhary 6 Mr. Aman Choudhary

2 Mr. Vikash Choudhary - (with effect from 19.05.2017) 7 Miss. Surabhi Choudhary

3 Mr. Deepak Choudhary - (with effect from 19.05.2017) 8 Mr. Keshav Choudhary

4 Mr. Sunil Choudhary 9 Miss. Palak Choudhary

5 Mr. Ankit Choudhary

iv) Enterprises where KMP / Relatives of KMP have significant influence or control

1 Anmol Hi-Cool LLP 17 Monarch Shelter Private Limited

2 Tip Top Nirman LLP 18 Puneet Mercantile LLP

3 Urban Nirman LLP 19 Radhey Realtors LLP

4 Anumati Consultancy & Services Private Limited 20 Raj Mandir Estate Private Limited(*)

5 Baid Holdings Private Limited 21 Anmol Agrofarm LLP

6 Baijnath Choudhary Charitable Trust 22 Satyam Financial Advisory Private Limited (*)

7 Shangrilla Commercial Company LLP 23 Anant Udyog LLP

8 Bansal Cement Private Limited 24 Wonderland Realtors LLP

9 Choudhary Realtors LLP 25 Jyotim Constructions LLP

10 Delta Nirman LLP 26 Juhi Garments Suppliers Private Limited (*)

11 Devesh Management Services Private Limited (*) 27 Jamboodweep Finance Private Limited (*)

12 Gangaur Properties Private Limited (*) 28 Zen Health Care Product LLP

13 Investors Nirman LLP 29 Anmol Stainless Private Limited

14 J4F Nutriplus Private Limited 30 Anmol Projects Private Limited

15 Neelkanth Enterprises 31 SKG Land Developers LLP

16 Mukund Nirman LLP

* Merged with Anumati Consultancy and Services Pvt. Ltd. w.e.f. 01.04.2016 vide Hon’ble NCLT Order dt.23.11.2017.

49. RELATED PARTY DISCLOSURE (contd.)



B The Company’s related party transactions during the year and outstanding balance as at the close of the year are as follows:

(Rs. in Lacs)

Sl.No.

Particulars KMP and Relatives of KMP

Enterprises where KMP/relatives of

KMP have significant influence or control

i) REVENUE FROM OPERATIONS*Sale of Finished Goods and OthersFor the year ending 31st March 2018 - -

For the year ending 31st March 2017 Neelkanth Enterprises - 120.18

* Figures given are exclusive of taxesii) OTHER INCOME

Rent ReceivedFor the year ending 31st March 2018 Jyotim Constructions LLP - 0.12

Urban Nirman LLP - 0.12

Tip Top Nirman LLP - 0.12

Mukund Nirman LLP - 0.12

Wonderland Realtors LLP - 0.12

Sub Total 0.60For the year ending 31st March 2017 Jyotim Constructions LLP - 0.12





Bansal Cement Private Limited - 6.00

Sub Total 6.60iii) EMPLOYEE BENEFIT & TRAINING EXPENSES

For the year ending 31st March 2018 Mr. Bimal Kumar Choudhary 232.50 -

Mr. Dilip Kumar Choudhary 232.50 -

Mr. Biswanath Choudhary 232.50 -

Mr. Baijnath Choudhary 20.00 -

Mr. Gobind Ram Choudhary 235.20 -

Mr. Sunil Choudhary 112.26 -

Mr. Ankit Choudhary 112.76 -

Mr. Vikash Choudhary 112.48 -

Mr. Deepak Choudhary 112.30 -

Mr. Aman Choudhary 82.70 -

Mr. Poonam Chandra Tibrewal 42.37 -

Miss. Palak Choudhary 40.55 -

Mr. Keshav Choudhary 62.66 -

Miss. Surabhi Choudhary 44.23 -

Mr. Brundaban Behera 14.53 -

Sub Total 1,689.54 -




Sl.No.






Mr. Biswanath Choudhary 180.39 -

Mr. Baijnath Choudhary 120.24 -


Mr. Sunil Choudhary 60.39 -

Mr. Ankit Choudhary 60.39 -

Mr. Vikash Choudhary 60.39 -

Mr. Deepak Choudhary 60.39 -

Mr. Aman Choudhary 11.01 -

Mr. Keshav Choudhary 58.32 -

Miss. Surabhi Choudhary 32.70 -

Sub Total 1,185.24 -iv) FINANCE COST

Interest ExpenseFor the year ending 31st March 2018 Anmol Hi-Cool LLP - 4.86

Anumati Consultancy and Services Private Limited - 3.51

Baid Holdings Private Limited - 7.79

Delta Nirman LLP - 7.53

Devesh Management Services Private Limited - 4.26

Jamboodweep Finance Private Limited - 4.28

Juhi Garment Suppliers Private Limited - 1.60

Investors Nirman LLP - 6.09

J4F Nutriplus Private Limited - 2.74

Choudhary Realtors LLP - 15.38

Monarch Shelter Private Limited - 1.18


Puneet Mercantile LLP - 1.54

Raj Mandir Estates Private Limited - 6.88

Radhey Realtors LLP - 6.05

Satyam Financial Advisory Private Limited - 0.23


Gangaur Properties Private Limited - 4.39

Sub Total - 81.67For the year ending 31st March 2017 Anmol Hi-Cool LLP - 6.03






49. RELATED PARTY DISCLOSURE (contd.) (Rs. in Lacs)



Sl.No.











Anmol Agrofarm LLP - 0.011






Sub Total - 204.13v) OTHER EXPENSESa) Rent

For the year ending 31st March 2018 - -For the year ending 31st March 2017 Shangrilla Commercial Co. LLP - 0.72

b) Corporate Social Responsibility ExpenseFor the year ending 31st March 2018 Baijnath Choudhary Charitable Trust - 49.00

For the year ending 31st March 2017 Baijnath Choudhary Charitable Trust - 15.00

c) Sale Promotion ExpensesFor the year ending 31st March 2018 - -For the year ending 31st March 2017 Neelkanth Enterprises - 8.59

d) Repairs expenseFor the year ending 31st March 2018 Bansal Cement Private Limited - 1.43

For the year ending 31st March 2017 Bansal Cement Private Limited - 0.53

e) Legal and Professional chargesFor the year ending 31st March 2018 Anant Udyog LLP - 3.14

For the year ending 31st March 2017 - -f ) Director Sitting fees

For the year ending 31st March 2018 Mrs. Mamta Binani 2.200 -

Mr. Sumit Malhotra 2.200 -




Sl.No.




Mr. Pawan Kumar Agarwal 0.580 -

Mr. Pranab Kumar Maity 0.580 -

Mr. Sunil Kumar Agarwal 0.400

Sub Total 5.960 -For the year ending 31st March 2017 Mr. Pawan Kumar Agarwal 0.900 -

Mr. Pranab Kumar Maity 0.900 -

Sub Total 1.800 -vi) Loans and Advances given to Key Managerial Personnel


For the year ending 31st March 2017 - -vii) Refund of Loans Given


For the year ending 31st March 2017 - -viii) Loans Taken

For the year ending 31st March 2018 Raj Mandir Estates Private Limited - 507.00


Sub Total - 600.00For the year ending 31st March 2017 Anumati Consultancy and Services Private Limited - 665.00

Baid Holdings Private Limited. - 330.00


Raj Mandir Estate Private Limited - 530.00


Sub Total - 1,970.00ix) Repayment of Loans

For the year ending 31st March 2018 Anmol Hi-Cool LLP - 68.42











Raj Mandir Estates Private Limited - 1,175.08



Sl.No.








J4F Nutriplus Pvt. Ltd. 31.49

Monarch Shelter Private Limited 13.60

Sub Total - 3,031.93For the year ending 31st March 2017 Anumati Consultancy and Services Private Limited - 406.00


J4F Nutriplus Pvt. Ltd. - 1.00









Sub Total - 1,255.09x) Purchase of Investment

For the year ending 31st March 2018 - -For the year ending 31st March 2017 Mr. Baijnath Choudhary 0.50 -


Mrs. Sunita Choudhary 0.50 -

Sub Total 1.50 -xi) Sale of Investments

For the year ending 31st March 2018 - -For the year ending 31st March 2017 Mr. Biswanath Choudhary 0.375 -



Mr. Bimal Kumar Choudhary 0.375 -

Sub Total 1.500 -xii) Buyback of Shares

For the year ending 31st March 2018 - -For the year ending 31st March 2017 Monarch Shelter Private Limited - 82.56

Anumati Consultancy & Services Private Limited - 215.83

Shangrilla Commercial Co. LLP - 83.73

SKG Land Developers LLP - 16.92





Sl.No.





Anmol Hi-Cool LLP - 1.91

Jyotim Constructions LLP - 4.89


Zen Health Care Product LLP - 34.67


Sub Total - 653.85xiii) Dividend Paid

For the year ending 31st March 2018 - - Baijnath Choudhary & Family Trust - 511.33

Anmol Projects Pvt. Ltd. - 6.16


Anmol Hi-Cool Pvt Ltd. - 1.78

Monarch Shelter Pvt Ltd. - 78.01


Puneet Mercantile Pvt Ltd. - 0.42

SKG Land Developers Pvt. Ltd. - 15.99

Sub-total - 617.89For the year ending 31st March 2017 - -

OUTSTANDING BALANCES wITh RELATED PARTIES: (Rs. in Lacs)

Sl.No.




(i) SHORT TERM BORROWINGSAs at 31st March 2018 - -As at 31st March 2017 Anmol Hi-Cool LLP - 64.04


Baid Holdings Private Limited. - 350.93










Raj Mandir Estate Private Limited - 661.88







Sl.No.






Sub-Total - 2,358.41As at 1st April 2016 - -

(ii) TRADE & OTHER RECEIVABLESAs at 31st March 2018 Neelkanth Enterprises - -






Sub-Total - 0.050As at 31st March 2017 Neelkanth Enterprises - 16.15

Bansal Cement Private Limited - 0.53






Sub-Total - 17.30As at 1st April 2016 - -

(iii) Corporate Guarantees givenAs at 31st March 2018 - -As at 31st March 2017 Anmol Stainless Private Limited (Limit Rs.1800 Lacs; Outstanding

balance of loan Rs.868 Lacs)

- 868.00

As at 1st April 2016 - -As at 31st March 2015 -

(iv) Other Current Financial LiabilitiesAs at 31st March 2018 Anant Udyog LLP - 0.30

As at 31st March 2017 Anant Udyog LLP - 501.44

As at 1st April 2016 - -(v) Trade Payables

As at 31st March 2018 Bansal Cement Private Limited - (0.30)

As at 31st March 2017 - -As at 1st April 2016 - -




49.1 The above related party information have been disclosed to the extent such parties have been identified by the management on the

basis of the information available. This has been relied upon by the auditors.

49.2 During the year no amounts have been written off or written back in respect of debts due from or to related parties.

Details of compensation paid to KMP during the year are as follows: (Rs. in Lacs)



Short-term employee benefits** 933.33 1004.74

Post-employment benefits* - -

Other long-term benefits* - -

* Post-employment benefits and other long-term benefits have been disclosed based on actual payment made on retirement/

resignation of services, but does not includes provision made on actuarial basis as the same is available for all the employees together.

** Figures at 31st March, 2017 includes Rs 823.57 Lacs paid to KMP of the Amalagamating Companies, as referred in Note 56, by the

respective Companies.

50. DETAILS OF EARNING PER ShARE (Rs. in Lacs)



(a) Profit after Tax (Rs. in Lacs) 8,253.46 7,168.96

(b) Profit after tax from continuing operation (Rs in Lacs) 8,253.46 6,045.72

(c) Profit after tax from discontinuing operation (Rs in Lacs) - 1,123.24

(d) Weighted average number of Equity Shares 6,17,88,540 6,17,88,540

(e) Earnings per share Basic and Diluted (Rs.)

Continuing Operations 13.33 9.78

Discontinuing Operations - 1.82

Total Operations 13.33 11.60

(f ) Face value per Equity Share (Rs.) 10.00 10.00

50.1 The company has allotted 4,94,30,832 number of fully paid Bonus shares on 24.02.2018 in the ratio of four equity share of Rs 10 each

fully paid up for every one existing equity shares of Rs 10 each fully paid up. In accordance with Ind AS 33 ‘Earnings per Share’, basic and

diluted earnings per equity share have been adjusted for bonus issue for the year ended 31st March, 2017.

51. CORPORATE SOCIAL RESPONSIBILITY ExPENDITURE : (Rs. in Lacs)

Corporate Social Responsibility Expenditure : 2017-18 2016-17a) CSR amount required to be spent as per Section 135 of the Companies Act, 2013. 164.40 114.24

164.40 114.24

b) Details of Amount spent towards CSR given below:

I) Construction/ Acquisition of assets - -

II) On purposes other than above :

i) Promoting Education, healthcare, hunger eradication etc. 105.41 107.09

ii) Enhancing Rural Livelihoods by way of Social welfare, Sports and Cultural Activities. 136.81 14.75

242.22 121.84

c) Details of amount spent towards CSR :

Paid in Cash

- in respect of current year 164.40 114.24

- in respect of earlier years 77.82 7.60




Corporate Social Responsibility Expenditure : 2017-18 2016-17 Yet to be paid in Cash

- in respect of current year - -

- in respect of earlier years 0.47 78.29

d) Out of note (b) above, Rs.49.0 Lacs (Previous Year Rs.15.0 Lacs) is spent through Baijnath Choudhary Charitable Trust which are

related parties (Refer Note - 49).

52. (a) Capital Work in Progress (CWIP) includes Plant and Equipments, Construction of Building and other assets under installation &

construction and other expenditure incurred pending completion thereof.

(b) (i) The plant at Anlapatna, Orissa has been commissioned on 29.03.2017 and accordingly, the pre-operative expenses were

allocated proportionately to the cost of fixed assets on commencement of commercial operation.

(ii) The Rusk Plant at Sambalpur in respect of which installation has been kept in abeyance (Refer Note 5.5) has been carried

forward under capital work in progress.

(c) The Expenses incurred for Projects/ Assets during the construction period are classified as “Pre-Operative Expenses” pending

capitalisation and are included under capital work in progress and will be allocated to the assets on completion of the Projects/

assets. Consequently, expenses disclosed under the respective head are net of amount so classified and details of these are as

follows: (Rs. in Lacs)




Opening Balance 150.43 - -

Amount Transferred as per Scheme of Arrangement (Refer note: 56) - 847.99 -

Add: Expense incurred during the year

Interest Expenses - 539.52 -

Salary - 61.00 -

Manpower Supply - 23.44 -

Rates & taxes - 19.52 -

Legal & Professional Charges - 18.48 -

Security Expenses - 12.72 -

Rent Charges - 9.70 -

Travelling & Conveyance - 7.56 -

Installation & Commissioning Expenses - 7.17 -

Power & Fuel Expense - 4.84 -

Vehicle Hiring & Running Exp - 4.14 -

Insurance Expenses - 3.47 -

Staff Welfare Expenses - 2.69 -

Consumption of Stores and Spares - 2.61 -

Trainee Stipend - 1.16 -

Telephone & Internet Exp - 0.64 -

Printing & Stationery - 0.24 -

Retainership Fees - 0.21 -

Miscellaneous Expenses - 58.31 -

Sub Total 150.43 1,625.39 -Less: Amount Capitalised during the year (as per Note 52.(b) above) - 1,474.96 -

Total 150.43 150.43 -


51. CORPORATE SOCIAL RESPONSIBILITY ExPENDITURE (contd.) (Rs. in Lacs)


53. COMPONENTS OF TAx ExPENSE: (Rs. in Lacs)




Current taxContinuing Operations In respect of current year 4,187.12 3,189.37

In respect of prior years (406.63) -

Discontinuing Operations In respect of current year - 130.50

Total Current tax expense recognised during the year 3,780.49 3,319.87Deferred taxIn respect of current year Continuing Operations 26 513.15 (281.30)

Discontinuing Operations 26 - 23.27

Total Deferred tax expense recognised during the year 513.15 (258.03)Total Tax expense recognised during the current year 4,293.64 3,061.84 Continuing Operations 4,293.64 2,908.07

Discontinuing Operations - 153.77

Statement of Tax Shelter/ Reconciliation of Income tax expense for the year with accounting profit is as follows:Taxable Income differs from ‘profit before tax’ as reported in the statement of profit and loss because of items of income or expense that are

taxable or deductible in other years and items that are not taxable or deductible. Details in this respect are as follows: (Rs. in Lacs)



Profit before tax 12,529.19 10,230.80

Applicable Tax Rate 34.61% 34.61%

Income tax expense calculated as per applicable tax rate 4,336.10 3,540.68

Less : Effect of income Exempt from taxation/ deductible for computing taxable profit

Adjustment in respect of income tax relating to earlier years (net of impact of deferred tax, if any) (105.55) -

Dividend (0.98) (59.00)

Profit on sale of investments - (210.33)

Investment Allowances u/s 32AC - (266.88)

Effect of other adjustments (14.38) (26.48)

Add : Effect of expenses that are not deductible in determining taxable profit

Donation and Corporate Social Responsibility Expenses 60.71 35.84

Expenses disallowed under Income Tax Laws 17.74 48.19

Income tax expense recognised in Statement of Profit and Loss 4,293.64 3,061.84

54. Disclosure of loans, Investments and Guarantees covered under section 186(4) of the Companies Act’2013

i) Details of Investment are given under Note. 8 & Note. 13

ii) Details of Loans & Corporate guarantees by the Company are as follows: (Rs. in Lacs)

Name of the company Period Security Purpose As at 31st March, 2018 (Maximum Outstanding amount)*

Corporate guarantees by the Company

Anmol Stainless Private Limited

(Outstanding Balance of loan)

From 19.11.2012 until

repayment of loan

- Term Loan Facility sanctioned

for Rs. 1800.00 Lacs

-

(1,330.00)




Name of the company Period Security Purpose As at 31st March, 2017(Maximum Outstanding amount)*

LoansATS Infrastructure Limited Jan'16-Jan'18 Secured against

residential flats

Real estate business -

(312.15)

Mani Square Limited Sep'16-Jan'17 Unsecured Business Purpose -

(104.35)

Sanjay Danchand Ghodawat Aug'16-Aug'18 Unsecured Business Purpose -

(100.92)

Tirupati Viniyog Private Limited Jan'17-Jan'18 Unsecured Business Purpose -

(1,019.65)

Uflex Limited Aug'16-Mar'17 Unsecured Business Purpose -

(613.09)

Chhindwara Plus Developer

Limited

Jan'15-Mar'17 Unsecured Business Purpose -

(608.52)

Leading Hotels Limited Sep'16-Mar'17 Unsecured Business Purpose -

(103.77)

Shristi Infrastructure

Development

Aug'16-Feb'17 Unsecured Business Purpose -

(303.88)

Sri Bhagawan Mahaveer Jain

Educational and Cultural Trust

Aug'16-Dec'16 Unsecured Business Purpose -

(202.80)

Wearit Global Limited Sep'16-Mar'17 Unsecured Business Purpose -

(207.26)

SMPL Infra Limited Sep'16-Mar'17 Unsecured Business Purpose -

(102.72)

Ficus Mercantile Limited June'16-Oct'16 Unsecured Business Purpose -

(101.35)

Corporate guarantees by the CompanyAnmol Stainless Private

Limited (Outstanding Balance

of loan)

From 19.11.2012

until repayment

of loan

- Term Loan Facility

sanctioned for Rs. 180.00

Lacs

868.00

(1,330.00)

*Figures in brackets represents Maximum Outstanding amounts.

(Rs. in Lacs)

Name of the company Period Security Purpose As at 1st April, 2016

LoansChhindwara Plus Developer

Limited

Jan'15-Mar'17 Unsecured Business Purpose 475.0

54. (contd.) (Rs. in Lacs)



55. DETAILS OF GOVERNMENT SUBSIDY: (Rs. in Lacs)



Government Grant on Capital Investment - 200.0

Subsidy from Bihar State Electricity Board/ Provident Fund (recognised as other operating

revenue (Refer Note 35.1)

15.80 8.55

VAT / SGST Subsidy (recognised as other operating revenue (Refer Note 35.1) 1,749.70 2,544.51

1,765.50 2,753.06

55.1 During the earlier years, Rs.1230.00 Lacs was received / accrued towards capital subsidy for the setting up of factories in various states

in accordance with the respective State Industrial Policy. Out of this, an amount of Rs.163.17 Lacs (31st March 2017 - Rs.153.37 Lacs ) has

been credited to the Statement of Profit and Loss (by reducing the depreciation charge for the year) and the outstanding amount of Rs.

509.63 Lacs ( 31st March 2017 - Rs. 672.80 Lacs) has been classified as government grant in the balance sheet (Refer Note - 24 and 32 ).

56. SChEME OF ARRANGEMENT(A) Amalgamation Pursuant to the Scheme of Arrangement sanctioned by the Hon’ble National Company Law Tribunal (Kolkata Bench) (NCLT) vide its

order dated 3rd March, 2017 (“the Scheme”), Anmol Biscuits Limited (ABL)(Erstwhile Holding Company of Anmol Industries Limited) and

Anmol Bakers Private Limited (ABPL) (Erstwhile wholly owned subsidiary of ABL) being the transferor companies, had been amalgamated

with the Company with effect from 1st April, 2016 and 2nd April, 2016 respectively, being the appointed dates specified in the Scheme.

The transferor companies were engaged in the business of food products comprising of biscuits and other bakery products.

The Scheme became effective on filing thereof to Registrar of Companies on 22nd March, 2017 and thereby impact of the aforesaid

amalgamation with effect from the appointed dates as mentioned above were given effect to in the financial statements for the year

ended 31st March, 2017 under Purchase Method of accounting as prescribed under the Scheme as Accounting Standard on “Accounting

for Amalgamation (AS- 14)” under the Companies Accounting Standard Rules, 2006.

In terms of the said Scheme:(a) All Assets and Liabilities of the Transferor Companies were transferred to and vested in the Company on going concern basis

at fair values on the Appointed Dates and these were incorporated at their respective fair value as determined by independent

professionals as detailed below: (Rs. in Lacs)

Particulars Anmol Biscuits Limited

Anmol Bakers Private Limited

Total

AssetsNon-current assets(a) Property, Plant and Equipment 15,904.24 6,058.35 21,962.59

(b) Capital Work-in-Progress 8,057.57 8.95 8,066.52

(c ) Other Intangible Assets 57.16 14.20 71.36

(d) Financial Assets

(i) Investments 86,186.66 3,601.63 89,788.29

(ii) Loans 320.93 - 320.93

(iii) Other Financial assets 172.40 221.58 393.98

(e) Other non-current assets 826.40 339.31 1,165.71

Current assets


Particulars Anmol Biscuits Limited

Anmol Bakers Private Limited

Total

(a) Inventories 1,989.55 919.36 2,908.91

(b) Financial Assets

(i) Investments 1,242.39 - 1,242.39

(ii) Trade receivables 280.08 13.57 293.65

(iii) Cash and cash equivalents 209.28 12.80 222.08

(iv) Bank Balance (other than (iii) above) - 2,676.43 2,676.43

(v) Loans 27.94 200.73 228.67

(iv) Other Financial assets 15.79 108.84 124.63

(c) Other current assets 577.94 958.96 1,536.90

1,15,868.33 15,134.71 1,31,003.04LiabilitiesNon-current liabilities(a) Financial Liabilities

(i) Borrowings 4,530.83 156.97 4,687.80

(ii) Other financial liabilities - 11.27 11.27

(b) Government Grants - 23.30 23.30

(c) Provisions 184.78 44.48 229.26

(d) Deferred tax liabilties (net) 431.57 104.42 535.99

Current liabilities(a) Financial Liabilities

(i) Borrowings 2,739.36 2,097.92 4,837.28

(ii) Trade Payable 2,673.03 864.45 3,537.48

(iii) Other financial liabilities 2,365.59 410.99 2,776.58

(b) Other current liabilities 700.83 626.56 1,327.39

(c) Government Grants - 6.70 6.70

(d) Provisions 163.49 3.32 166.81

13,789.48 4,350.38 18,139.86Net assets transferred on amalgamation 1,02,078.85 10,784.33 1,12,863.18

Less: Amount payable towards Buy back of equity shares (Refer

Note 20(f ))

653.85 - 653.85

Less: Consideration in terms of the Scheme:

a) Consideration on amalgamation of ABL (As per Note (b)

below)

1,38,180.00 - 1,38,180.00

b) Cancellation of investment in wholly owned subsidiary

on amalgamation of ABPL (As per Note (c ) below)

- 33,530.00 33,530.00

Goodwill on amalgamation (As per Note (e) below) (36,755.00) (22,745.67) (59,500.67)

(b) The equity shareholders of ABL received 63 equity shares of AIL for every 100 equity shares held in ABL and accordingly, the

Company had issued 1,23,57,708 equity shares of face value of Rs. 10 each and differential of Rs. 1,108.17 per share with respect to

fair value thereof as determined by an independent professional had been transferred to Securities Premium Reserve.

(c) The fair value of investments as held by ABL (Rs.52,190.00 Lacs) in respect of its holding in AIL and the issued capital of AIL (Rs.721.02

Lacs including share premium of Rs. 255 Lacs) stands cancelled and differential of Rs. 51,468.98 Lacs thereof were adjusted against

Securities Premium Reserve.


56. SChEME OF ARRANGEMENT (contd.) (Rs. in Lacs)



(d) Subsequent to amalgamation of ABL as above, the fair value of investments in ABPL as determined by an independent professional

amounting to Rs 33,530.00 Lacs being wholly owned subsidiary of the Company were cancelled and adjusted against the net assets

of the amalgamating Company.

(e) Rs.59,500.29 Lacs being differential with respect to net assets transferred on amalgamation and consideration issued/cancelled as

above were considered as goodwill on amalgamation (as detailed in (a) above) and the same is amortised over a period of five years

against the Securities Premium Reserve.

(B) Demerger Subsequent to the above amalgamation becoming effective, pursuant to the said Scheme, Corporate Management & Treasury Division

(CMT Division) (“Demerged Undertaking”) including the assets and liabilities pertaining to the said Division amalgamated as above,

had been segregated from the Company (“Demerged Company”) and transferred to Anant Udyog Private Limited (AUPL) (“Resulting

Company”) with effect from 22nd March, 2017 (“Demerger Appointed Date”). CMT Division is the undertaking engaged in treasury

operations. The Scheme had become effective on filing thereof to Registrar of Companies on 22nd March, 2017 and thereby impact of

the aforesaid demerger with effect from the appointed date as mentioned above had been given effect to in the financial statements

for the year ended 31st March, 2017.

(i) In terms of the Scheme:(a) All Asset and Liabilities of the Demerged Undertaking were transferred to and vested in AUPL on going concern basis at their

respective book values as on Demerger Appointed Date as detailed below: (Rs. in Lacs)

Particulars CMT DivisionAssetsFixed Assets -Land and Building 2,836.00

Investments 21,207.93

Long Term Loans and Advances 3,216.51

27,260.44LiabilitiesOther Liabilities 160.64

Net assets transferred on demerger 27,099.80

(ii) The shareholders of the Resulting Company and their shareholding pattern were similar to the Company and as required in terms

of the scheme, no shares or any other consideration had been given to the shareholders of the Demerged Company on demerger

of CMT Division and thereby Rs. 27,099.80 Lacs being differential between Assets and Liabilities of CMT Division transferred pursuant

to said demerger had been adjusted with Securities Premium Reserve, in terms of the said Scheme.

(C) (i) The amalgamation as stated above is among group companies and as such in terms of Indian Accounting Standard (Ind AS) 103 –

‘Business Combinations’ the same should have been given effect to under “Pooling of Interest Method” as against the “Acquisition

Method” followed by the Company. The departure from the provisions of IND AS 103 to this extent has been considered essential

by the management to give effect to the Scheme approved by NCLT which is mandatory in nature to show the true and fair view

of the assets and liabilities acquired on amalgamation and resultant impact arising therefrom.

(ii) Had the accounting treatment prescribed under Ind AS 103 “Pooling of Interest Method” been followed (a) the goodwill of Rs.

59,500.29 Lacs accounted on amalgamation would not have been recognised and resultant adjustment of Rs. 11900.13 Lacs p.a.

against Securities Premium in terms of the Scheme would therefore not be required; (b) the differential of purchase consideration

with share capital amounting to Rs 1,37,662.74 Lacs (including Rs. 1,805.35 Lacs pertaining to cost of investment in amalgamating

subsidiary company being written off on amalgamation) would have been debited to Capital Reserve and shown under other

equity; (c) securities premium reserve, general reserve and balance of surplus would be higher by Rs. 53,023.0 Lacs, Rs.1,113.96 Lacs

and Rs. 22,147.18 Lacs respectively and thereby balance of Equity would have been lower by Rs. 61,378.60 Lacs.

56. SChEME OF ARRANGEMENT (contd.)


(iii) Further, financial information in the financial statements in respect of the prior period as at 1st April, 2016 has not been restated to

give effect to the business combination as required under the “Pooling of Interest Method”.

(D) Impact of Rs. 1,877.95 Lacs arising on convergance of balances acquired from transferor companies in terms of Scheme of Arrangement

as specified in Note 56A to IND AS has been given effect to in retained earnings as on the amalgamation date.

(E) Title deeds, conveyance and other legal documents including those relating to charges etc. against loan pertaining to the amalgamating

companies and those transferred under demerger are in the process of being registered/ re-organised in favour of the Company and/or

demerged company, as the case may be.

(F) Expenses incurred in connection with the Scheme being non operational in nature were recognised and disclosed in the Statement of

Profit and Loss under Exceptional items.

57. ExCEPTIONAL ITEMS FOR ThE YEAR ENDED 31ST MARCh, 2017 INCLUDE:(a) Expenses incurred in connection with the Scheme including stamp duty of Rs. 1,009.80 Lacs, professional fees of Rs. 131.04 Lacs and

other charges Rs. 3.14 Lacs (Note 56(F)).

(b) Provision made in respect of sales tax demand raised by Uttar Pradesh Sales Tax Department of Rs. 897.91 Lacs (including interest Rs.

383.81 Lacs) pertaining to the years from 2006-07 to 2007-08 for availment of sale tax benefit under Incentive Scheme, pending final

decision of the review petition before the Honourable Supreme Court.

58. DISCONTINUING OPERATIONS In view of the demerger of CMT Division as given in Note 56(B) above, the operations thereof were considered as discontinued operations

and disclosures as required as per Ind AS 105 are as follow:

(a) Revenue and Expenses (Rs. in Lacs)



Other Income (i) Interest Income on:-

- Loan to Body Corporate - 299.49

- Investment - 57.93

(ii) Dividend Income - 102.34

(iii) Net Gain on Sale/Transfer of Investments - 903.74

Total Revenue - 1,363.50 Expenses - Employee Benefit Expenses - 5.92

Finance Costs - 19.58

Depreciation and Amortization expenses - 12.86

Other Expenses - 48.12

Total Expenses - 86.48 Profit from discontinuing operations - 1,277.01 Current Tax Expense of discontinuing operations - 130.50

Deferred Tax Expense of discontinuing operations - 23.27

PROFIT FOR THE YEAR FROM DISCONTINUING OPERATIONS - 1,123.24


56. SChEME OF ARRANGEMENT (contd.)


(b) Assets and Liabilities (Rs. in Lacs)




Total Assets - - 9,063.70

Total Liabilities - - 0.44

Net Assets - - 9,063.26

(c) Cash Flows (Rs. in Lacs)



Net Cash Flow from Investing Activities (discontinuing Operations) - (4,877.01)

59. SUMMARY STATEMENT OF ADjUSTMENTS ON FIRST TIME ADOPTION OF IND AS (a) (i) Reconciliation of Equity (Rs. in Lacs)


As at 31st March, 2017 As at 1st April, 2016Indian GAAP

IND AS Adjustment

IND AS Indian GAAP

IND AS Adjustment

IND AS

ASSETSNon-current assets (a) Property, Plant and Equipment 59( c)(i) & 59 (c )(ii) 35,106.60 574.29 35,680.89 5,882.75 499.25 6,382.00

(b) Capital work-in-progress 970.18 - 970.18 - - -

(c) Goodwill on Amalgamation 47,600.54 - 47,600.54 - - -

(d) Other Intangible assets 13.68 - 13.68 - - -

(e) Financial Assets - - - -

(i) Investments 59( c)(iii) 360.92 79.66 440.58 372.50 (34.17) 338.33

(ii) Loans 13.84 - 13.84 - - -

(iii) Other financial assets 1,313.35 - 1,313.35 437.36 - 437.36

(f ) Other non-current assets 59( c)(ii) 119.80 (23.86) 95.94 119.96 - 119.96

85,498.91 630.09 86,129.00 6,812.57 465.08 7,277.65Current assets - (a) Inventories 3,355.17 - 3,355.17 583.79 - 583.79

(b) Financial Assets - - - -

(i) Investments 59( c)(iii) - - - 7,946.26 110.94 8,057.20

(ii) Trade receivables 305.82 - 305.82 71.02 - 71.02

(iii) Cash and cash equivalents 296.33 - 296.33 609.08 - 609.08

(iv) Bank balances (other than

(iii) above)

1,148.18 - 1,148.18 2,010.00 - 2,010.00

(v) Loans 25.62 - 25.62 477.34 - 477.34

(vi) Other financial assets 674.39 - 674.39 706.51 - 706.51

(c) Other current assets 59( c)(ii) 1,603.91 (5.58) 1,598.33 154.24 - 154.24

7,409.42 (5.58) 7,403.84 12,558.24 110.94 12,669.18


58. DISCONTINUING OPERATIONS (contd.)



As at 31st March, 2017 As at 1st April, 2016Indian GAAP

IND AS Adjustment

IND AS Indian GAAP

IND AS Adjustment

IND AS

Total Assets 92,908.33 624.51 93,532.84 19,370.81 576.02 19,946.83EQUITY AND LIABILITIESEquity (a) Equity Share capital 1,235.77 - 1,235.77 466.02 - 466.02 (b) Other Equity Other Equity

Reconciliation

67,387.66 (2,241.45) 66,381.98 13,654.65 (43.11) 13,611.54

68,623.43 (2,241.45) 66,381.98 14,120.67 (43.11) 14,077.56LiabilitiesNon-current liabilities (a) Financial Liabilities (i) Borrowings 59( c)(ii) & 59( c)(iv) 5,486.70 (102.98) 5,383.72 736.44 (11.97) 724.47 (ii) Other financial liabilities - - - 1.50 - 1.50 (b) Government Grant 59( c)(vii) - 519.43 519.43 - 453.00 453.00 (c) Provisions 292.28 - 292.28 16.11 - 16.11 (d) Deferred tax liabilities (Net) 59( c)(v) 458.63 2,296.14 2,754.77 411.41 34.97 446.38 (e) Other non-current liabilities 12.71 - 12.71 - - -

6,250.32 2,712.59 8,962.91 1,165.46 476.00 1,641.46Current liabilities (a) Financial Liabilities (i) Borrowings 59( c)(ii) & 59( c)(iv) 7,075.16 - 7,075.16 2,082.02 - 2,082.02 (ii) Trade payables 4,070.73 - 4,070.73 616.45 - 616.45 (iii) Other financial liabilities 59( c)(ii) 3,390.48 - 3,390.48 482.47 (0.03) 482.44 (b) Other current liabilities 2,493.04 - 2,493.04 267.65 - 267.65 (c) Government Grant 59( c)(vii) - 153.37 153.37 - 143.17 143.17 (d) Provisions 927.41 - 927.41 0.47 - 0.47 (e) Current Tax Liabilities (Net) 77.76 - 77.76 635.61 - 635.61

18,034.58 153.37 18,187.95 4,084.68 143.13 4,227.81Total Equity and Liabilities 92,908.33 624.51 93,532.84 19,370.81 576.02 19,946.83

(a)(ii) Reconciliation of Total Equity (Rs. in Lacs)




Total Equity under Previous GAAP 68,623.43 14,120.67Adjustments under IND AS :Finance Costs as per Effective Interest Rate method 59(c)(iv) 134.11 14.22

Effect on expenses (finance cost/depreciation/rental expenses) on account of

finance lease

59(c)(ii) 25.63 (0.84)

Fair valuation of Investments 59(c)(iii) 79.65 76.77

Fair valuation / deemed cost and other adjustments for Property, Plant and

equipment

59(c)(i) 488.10 497.88

Reclassification of Government Grant 59(c)(vii) (672.80) (596.17)

Deferred Taxes 59(c)(v) (2,296.14) (34.97)

Total (2,241.45) (43.11)Total Equity under Ind AS 66,381.98 14,077.56


59. SUMMARY STATEMENT OF ADjUSTMENTS ON FIRST TIME ADOPTION OF IND AS (contd.)



(a) (iii) Reconciliation of Statement of Profit & Loss (Rs. in Lacs)


As at 31st March, 2017Indian GAAP IND AS Adjustment IND AS

Revenue From Operations 59( c)(ix) 1,22,729.39 903.65 1,23,633.04

Other Income 368.76 78.20 446.96

Total income 1,23,098.15 981.84 1,24,080.00EXPENSESCost of materials consumed 84,653.00 - 84,653.00

Purchases of stock-in-trade 50.49 - 50.49

Changes in inventories of finished goods, stock-in-trade

and work-in-progress

35.40 - 35.40

Excise Duty 59( c)(viii) - 950.15 950.15

Employee benefits expense 59( c)(vi) 5,246.45 219.32 5,465.77

Finance costs 59( c)(ii) & 59( c)(iv) 814.32 1.62 815.94

Depreciation and amortisation expense 59( c)(i)& 59(c )(ii) 2,097.18 97.19 2,194.37

Other expenses 59( c)(ii) 19,159.67 (240.46) 18,919.21

Total expenses 1,12,056.51 1,027.81 1,13,084.33Profit before Tax and Exceptional Items 11,041.64 (45.97) 10,995.67

Exceptional Items 2,041.88 - 2,041.88

Profit before tax from continuing operations 8,999.75 (45.97) 8,953.79Tax expense:

Current tax 3,189.37 - 3,189.37

Deferred tax 59( c)(v) (587.70) 306.40 (281.30)

Profit after Tax from continuing operations 6,398.08 (352.36) 6,045.72Profit from discontinuing operations 59( c)(iii) 1,353.79 (76.78) 1,277.01

Tax expense of discontinuing operations 59( c)(iii) 229.44 (75.67) 153.77

Profit after Tax from discontinuing operations 1,124.35 (1.11) 1,123.24Profit for the year 7,522.43 (353.47) 7,168.96Other Comprehensive Income(i) Items that will be not be reclassified to profit or loss 59( c)(vi) - 35.70 35.70

(ii) Income tax on above 59( c)(vi) - 12.36 12.36

Other Comprehensive Income for the year - 23.34 23.34Total Comprehensive Income for the year 7,522.43 (330.13) 7,192.30

(a) (iv) Reconciliation of Total Comprehensive Income (Rs. in Lacs)



Net Profit under Previous GAAP 7,522.43Adjustments under IND AS : Amount recognised in other comprehensive income 59(c)(vi) (35.75)

Fair valuation of Investments 59(c)(iii) 2.88

Fair valuation / deemed cost and other adjustments for Property, Plant and equipment 59(c)(i) (9.78)

Depreciation on account of finance lease 59(c)(ii) (1.09)

Finance Costs as per Effective Interest Rate method 59(c)(iv) 1.94

Effect on rental expenses on account of finance lease 59(c)(ii) 8.95





Effect on finance cost on account of finance lease 59(c)(ii) (3.56)

Effect of Taxes (230.74)

Reclassification of depreciation on government grant to respective period (86.33)

Net Profit for the year under Ind AS 7,168.96Other Comprehensive Income Actuarial gain/ (loss) on Employees defined benefit 59(c)(vi) 35.70

Effect of Taxes 59(c)(vi) (12.36)

23.34Total Comprehensive Income for the year under Ind AS 7,192.30

59 (b) FIRST-TIME ADOPTION OF IND AS

A) Overall principle:a) The Company has prepared the opening balance sheet as at 1st April, 2016 (transition date) as per Ind AS by recognizing

all assets and liabilities whose recognition is required by Ind AS, not recognizing items of assets or liabilities which are not

permitted by Ind AS, by reclassifying certain items from Previous GAAP to Ind AS as required under the Ind AS, and applying

Ind AS in the measurement of recognized assets and liabilities. The accounting policies that the Company used in its opening

Ind-AS Balance Sheet may have differed from those that it used for its previous GAAP. The resulting adjustments arising from

events and transactions occuring before the date of transition to Ind-AS has been recognized directly in retained earnings at

the date of transition.

b) However, this principle is subject to certain mandatory exceptions and certain optional exemptions.

(B) Mandatory exceptions and optional exemptions (i) Classification and measurement of financial asset:

The Company has classified the financial assets in accordance with Ind AS 109 on the basis of facts and circumstances that exist

at the date of transition to Ind AS.

ii) Derecognition of financial assets and financial liabilities The Company has applied the derecognition requirements of financial assets and financial liabilities prospectively for

transactions occurring on or after the transition date.

iii) Fair Value as deemed cost for Property, Plant and Equipment Property, plant and equipment has been carried in accordance with previous GAAP carrying value as deemed cost at the date

of transition excepting freehold land and buildings valued at Fair value at the date of transition, which has been considered as

deemed cost.

iv) Deemed cost for Intangible assets The Company has elected to continue with the carrying value of all of its intangible assets recognized as of transition date

measured as per the Previous GAAP and used that carrying value as its deemed cost as of the transition date.

v) Impairment of financial assets Ind AS 109 “Financial Instruments” requires the impairment to be carried out retrospectively; however, as permitted by Ind

AS 101, the Company, has used reasonable and supportable information that is available without undue cost or effort to

determine the credit risk at the date that financial instruments were initially recognized in order to compare it with the credit

risk at the transition date. Further, the Company has not undertaken an exhaustive search for information when determining,

at the date of transition to Ind AS, whether there have been significant increases in credit risk since initial recognition, as

permitted by Ind AS 101.





vi) Determining whether an arrangement contains a lease The company has applied Appendix C of Ind AS 17 for determining whether an arrangement contains a lease at the transition

date on the basis of facts and circumstances existing on that date.

vii) Business Combination In terms of Ind AS 101 “First Time Adoption of Indian Accounting Standards”, the Company has elected to not to apply Ind AS

103 “Business Combination” for past combinations.

C) Explanatory Notes to reconciliation between Previous GAAP and Adjustments due to Ind AS (i) Property, Plant and Equipment

The company has used previous GAAP carrying value as deemed cost excepting fair value of certain Property, Plant and

Equipment (PPE) i.e. freehold land and building as carried out by an external valuer in its opening Ind AS financial statement

as deemed cost. The fair value of the properties was determined based on market value of similar assets, significantly adjusted

for differences in the nature, location or condition of the specific items of PPE. The fair valuation involves higher degree of

uncertainty and subjectivity.

(ii) Accounting of Leasehold Land as Finance lease Under the previous GAAP, leasehold land was shown as a part of Property, Plant and Equipment at a carrying value consisting

of the initial costs incurred and was amortised over the period of lease. Under Ind AS, the Company has recognized the present

value of minimum lease payments to its carrying value with corresponding recognition of lease liability.

(iii) Fair valuation of Investment Under previous GAAP, Non-current investments were measured at cost less provision, if any for diminution in value other than

temporary in nature and current investments were measured at lower of cost and fair value . Under Ind AS, these investments

have been measured at fair value through profit or loss (FVTPL) and accordingly, difference between the fair value and carrying

value has been recognised in Statement of Profit and Loss.

(iv) Borrowings Under previous GAAP, transaction costs incurred in connection with borrowings are accounted upfront and charged to

Statement of Profit and Loss in the year in which such costs were incurred.

Under Ind AS, Financial Liabilities consisting of Long Term Borrowings are to be fair valued and designated and measured at

amortised cost based on Effective Interest Rate (EIR) method. The transaction costs so incurred are required to be deducted

from the carrying amount of borrowings on initial recognition. These costs are recognized in Statement of Profit and Loss over

the tenure of the borrowing as part of the interest expense by applying EIR.

(v) Taxation Under Previous GAAP, deferred taxes were recognised for the tax effect of timing differences between accounting profit and

taxable profit for the year using the income statement approach. Under Ind AS, deferred taxes are recognised using the balance

sheet for future tax consequences of temporary differences between the carrying value of assets and liabilities and their

respective tax bases. The above difference, together with the consequential tax impact of other Ind AS transitional adjustments

lead to temporary differences. Deferred tax adjustments are recognised in correlation to the underlying transaction either in

retained earnings or through other comprehensive income. Minimum Alternate Tax related credit has also been reclassified to

Deferred Tax.

(vi) Remeasurement of Defined Benefit Plan Under Previous GAAP, the actuarial gain/(loss) of defined benefit plans had been recognised in Statement of Profit and Loss

under employee benefit cost. Under Ind AS, the remeasurement gain/(loss) on net defined benefit plans is recognised in Other

Comprehensive Income net of tax.



Under Ind AS, the entity is permitted to transfer amounts recognized in the Other Comprehensive Income within equity. The

Company has taken recourse of the said provision and has transferred all re-measurement costs relating to periods prior to the

transition date from Other Comprehensive Income to Retained earnings as on the date of transition as permitted under Ind AS.

(vii) Government Grant Under Previous GAAP grant received from government for fixed assets were shown as “Capital Investment Subsidy Reserve”

under the head “Reserve and Surplus”.

(viii) Excise Duty Under the previous GAAP, revenue from sale of products was presented exclusive of excise duty. Under Ind AS, revenue from

sale of goods is presented inclusive of excise duty. The excise duty paid is presented on the face of the Statement of Profit and

Loss as part of expenses.

(ix) Revenue from operations Under the previous GAAP, revenue from sale of products was presented exclusive of returns. Under IND AS, revenue is required

to be measured at the fair value of the consideration receivable net of discounts, returns etc.

(x) Prior year adjustments Adjustments relating to previous periods have been given effect to in the respective years to which they relate.

(xi) Cash Flow Statement

The transition from previous GAAP to Ind AS has not had a material impact on the statement of cash flows.

(xii) Previous GAAP figures have been reclassifed/regrouped wherever necessary to confirm with financial statements prepared

under Ind AS.

60. These financial statements have been approved by the Board of Directors of the Company on 17th August, 2018.

61. Comparatives Due to the impact of Scheme of Arrangement as given in Note 56, being given effect to in the year ended 31st March, 2017, corresponding

figures of the previous year ended 1st April, 2016 are not comparable.



Place: Kolkata Bimal Kumar Choudhary Poonam Chandra Tibrewal Brundaban BeheraDate: 17.08.2018 (Managing Director) (Chief Financial Officer) (Company Secretary)



www.anmolindustries.com

Anmol Industries Limited Annual report 2017-18 y · Anmol services widening palate preferences...

Documents

Transcript of Anmol Industries Limited Annual report 2017-18 y · Anmol services widening palate preferences...