Content Report... · Content Notice 3 Directors’ Report 11 Standalone Financial Statements...

Content Notice 3

Directors’ Report 11

Standalone Financial Statements

Auditors’ Report 41

Annexure to Auditors’ Report 44

Balance Sheet 49

Statement of Profit & Loss 50

Statement of changes in equity 51

Cash Flow Statement 52

Notes forming part of the Financial Statements 54

Consolidated Financial Statements

Auditors’ Report 95

Annexure to Auditors’ Report 98

Balance Sheet 100

Statement of Profit & Loss 101

Statement of changes in equity 103

Cash Flow Statement 104

Notes forming part of the Financial Statements 106

Form AOC – 1 144

Attendance Slip 149

Proxy Form 150

Route Map to the venue of the Annual General Meeting 151

Corporate Information BOARD OF DIRECTORS Mr. Surrinder Lal Kapur Chairman & Non-Executive and Independent Director

Mr. Arjun Handa Vice - Chairman & Managing Director

Mr. Aditya S. Handa Non-Executive and Non-Independent Director

Mr. Chandrasingh S. Purohit Whole Time Director & CFO

Mr. Shyamsunder Sharma Whole Time Director

Mr. T. V. Ananthanarayanan Non-Executive and Independent Director

Dr. Anup P. Shah Non-Executive and Independent Director

Ms. Milina Bose Non-Executive and Non-Independent Director

COMPANY SECRETARY Mr. Kirit H. Kanjaria Sr. VP - Company Secretary & Compliance Officer

BOARD COMMITTEES Audit Committee Dr. Anup P. Shah, Chairman Mr. Surrinder Lal Kapur, Member Mr. T. V. Ananthanarayanan, Member Mr. Chandrasingh S. Purohit, Member

Stakeholders Relationship Committee Mr. Surrinder Lal Kapur, Chairman Dr. Anup P. Shah, Member Mr. T. V. Ananthanarayanan, Member Mr. Arjun Handa, Member Mr. Chandrasingh S. Purohit, Member

Nomination and Remuneration Committee Mr. T. V. Ananthanarayanan, Chairman Dr. Anup P. Shah, Member Mr. Surrinder Lal Kapur, Member

Corporate Social Responsibility Committee Mr. Surrinder Lal Kapur, Chairman Mr. Arjun Handa, Member Mr. Chandrasingh S. Purohit, Member Mr. T. V. Ananthanarayanan, Member Dr. Anup P. Shah, Member Mr. Shyamsunder Sharma, Member

Committee of Directors Mr. Chandrasingh S. Purohit, Chairman Mr. Arjun Handa, Member Mr. Shyamsunder Sharma, Member

STATUTORY AUDITORS Shah & Shah Associates, Ahmedabad

REGISTERED & CORPORATE OFFICE Claris Corporate Headquarters Nr. Parimal Railway Crossing, Ellisbridge, Ahmedabad - 380 006, India. Tel: +91-79-26563331, 66309339 Fax: +91-79-26408053

BANKERS 1. Canara Bank2. Indian Overseas Bank3. CITI Bank

REGISTRAR AND TRANSFER AGENT LINK INTIME INDIA PRIVATE LIMITED (Unit: Claris Lifesciences Limited) C-101, 247 Park, L B S Marg,Vikhroli (West), Mumbai - 400 083.

WEBSITE www.clarislifesciences.com

INVESTOR SERVICES E-MAIL ID [email protected]

CORPORATE IDENTIFICATION NUMBER U85110GJ1994PLC022543

NOTICE

Notice is hereby given that the Twenty Third Annual General Meeting (“AGM”) of the Members of CLARIS LIFESCIENCES LIMITED will be held on Saturday, December 29, 2018 at 2:30 PM at Claris Corporate Headquarters, Near Parimal Railway Crossing, Ellisbridge, Ahmedabad – 380 006, Gujarat to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of theCompany for the financial year ended March 31, 2018 comprising of the Balance Sheet as at March31, 2018, Statement of Profit & Loss and Cash Flow Statement as on that date and the ExplanatoryNotes annexed to, and forming part of, any of the above documents together with the Report of theBoard of Directors’ and Auditors’ thereon.

2. To appoint a Director in place of Mr. Arjun Handa (DIN: 00159413), who retires by rotation andbeing eligible, offers himself for re-appointment.

3. To appoint a Director in place of Mr. Chandrasingh Purohit (DIN: 00199651), who retires by rotationand being eligible, offers herself for re-appointment.

SPECIAL BUSINESS:

4. To re-appoint Mr. Arjun Handa (DIN: 00159413) as a Vice-Chairman and Managing Directorof the Company.

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 196, 197, 198, 203 and all other applicable provisions, if any, of the Companies Act, 2013 read with Schedule V thereto and rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) Mr. Arjun Handa (DIN: 00159413) be and is hereby re-appointed as Vice – Chairman and Managing Director of the Company, for a period of 3 years commenced from September 26, 2017 to September 25, 2020 upon terms and conditions as set out in the explanatory statement annexed to the Notice.”

“RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorized to do and perform all such acts, deeds, matters and things as may be considered necessary, desirable or expedient for giving effect to this resolution.”

5. To re-appoint Mr. Chandrasingh Purohit (DIN: 00199651) as a Whole Time Director & ChiefFinancial Officer of the Company.

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 196, 197, 198, 203 and all other applicable provisions, if any, of the Companies Act, 2013 read with Schedule V thereto and rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) Mr. Chandrasingh Purohit (DIN: 00199651) be and is hereby re-appointed as Whole Time Director & Chief Financial Officer of the Company, for a period of 3 years commenced from July 3, 2018 to July 2, 2021 upon terms and conditions as set out in the explanatory statement annexed to the Notice.”

Claris Lifesciences Limited - Annual Report 2017-18 3

NOTICE “RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorized to do and perform all such acts, deeds, matters and things as may be considered necessary, desirable or expedient for giving effect to this resolution.”

Place: Ahmedabad By order of the Board of Directors Date: November 28, 2018 For Claris Lifesciences Limited Regd. Office: Kirit H. Kanjaria Claris Corporate Headquarters Sr. VP-Company Secretary & Compliance Officer Nr. Parimal Railway Crossing, Ellisbridge, Ahmedabad – 380 006, India Tel. : +91-79-26563331, 66309339 Fax: +91-79-26408053 Website: www.clarislifesciences.com CIN: U85110GJ1994PLC022543 NOTES: 1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of the Special

Business is annexed hereto. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT

A PROXY TO ATTEND AND VOTE IN THE MEETING INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY IN ORDER TO BE EFFECTIVE, MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. MEMBERS/ PROXIES SHOULD BRING THEIR DULY FILLED ATTENDANCE SLIP ATTACHED HEREWITH TO ATTEND THE MEETING. A proxy form is sent herewith. Proxies submitted on behalf of the companies, societies, etc., must be supported by an appropriate certified copy of the board resolution/authority, as applicable.

3. Pursuant to Section 105 of the Companies Act, 2013, a person can act as proxy on behalf of

Members not exceeding 50 (fifty) and holding in aggregate not more than 10 (ten) percent of the total share capital of the Company. Provided that a Member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or Member.

4. A Member registered under Section 8 of the Companies Act, 2013 shall not be entitled to appoint

any other person as his/her proxy unless such other person is also a Member of the Company. 5. Members are requested to kindly bring their copy of the Annual Report with them at the AGM, as

no extra copy of the Annual Report would be made available at the AGM. 6. All documents referred to in the accompanying Notice to the Members and the Explanatory

Statement are available for inspection by the Members at the Registered Office of the Company on all working days, except Saturdays, Sundays and public holidays, during working hours up to and including the date of the AGM.

7. Pursuant to Section 72 of the Companies Act, 2013 read with the Companies (Share Capital and

Debentures) Rules, 2014, Members are entitled to make a nomination in respect of shares held by


NOTICE

them in physical form. Shareholders desirous of making a nomination are requested to send their requests in the prescribed Form No. SH-13 and for cancellation / variation in nomination in the prescribed Form No. SH-14 to the Registrar and Transfer Agent of the Company i.e. M/s Link Intime India Private Limited.

8. The Notice of Twenty Third AGM along with the Annual Report for the financial year 2017-18 will be sent through permitted mode to all Members indicating the process and manner of remote e-voting.

The Members will be entitled to receive physical copy of the Annual Report for the financial year ended on March 31, 2018, free of cost, upon sending a request to the Registrar and Transfer Agent or the Company Secretary of the Company. The Notice along with the Annual Report will also be available on the Company's website www.clarislifesciences.com

Further, the Members who have not registered their e-mail address so far are requested to register the same for receiving all communications including Notices, circulars, Annual Reports etc. from the Company electronically, if any sent through electronic means.

9. Members whose shareholding is in physical form are requested to inform change in address or bank mandate to the Registrar and Transfer Agent i.e. M/s. Link Intime India Private Limited or the Company Secretary of the Company by a written request duly signed by the Member for receiving all communication in future.

10. Members desiring any information relating to the accounts are requested to write to the Company at least ten days before the AGM so as to enable the management to keep the information available at the AGM.

11. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in dematerialized form are, therefore, requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts. Members holding shares in physical form should submit their PAN to the Company’s Registrar and Transfer Agent i.e. M/s. Link Intime India Private Limited or the Company Secretary of the Company.

12. Members wishing to claim dividend, for the previous financial years remaining unclaimed/unpaid, are requested to correspond with the Registrar and Transfer Agent i.e. M/s. Link Intime India Private Limited or the Company Secretary of the Company. Members are requested to note that dividends not claimed within a period of seven years from the date of transfer to the Company's Unpaid Dividend Account will be transferred to Investor Education and Protection Fund as per the Sections 205A and 205C of the Companies Act, 1956 and Sections 124 and 125 of the Companies Act, 2013 read with rules made there under, to the extent notified and no claim shall lie against the Company for the Unpaid/Unclaimed dividend so transferred to Investor Education and Protection Fund.

13. Members who have neither received nor encashed their dividend warrant(s) for the previous financial years, are requested to write to the Company, mentioning the relevant Folio number or DP ID and Client ID, for issuance of duplicate/revalidated dividend warrant(s). Pursuant to the provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid


NOTICE and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unclaimed/unpaid amounts lying with the Company on September 19, 2017 (date of the Twenty Second AGM) on the website of the Company (www.clarislifesciences.com) and also on the website of the Ministry of Corporate Affairs (www.mca.gov.in).

14. Voting through electronic means:-

In compliance with the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (including any amendment(s) or modification(s) thereto for the time being in force), the Company is pleased to provide Members facility to exercise their right to vote at the Twenty Third AGM and business may be transacted through remote e-voting (e-voting from a place other than venue of the AGM,) services provided by Central Depository Services (India) Limited (CDSL) for the resolutions set forth in this Notice. It is hereby clarified that it is not mandatory for a Member to vote using the remote e-voting facility and a Member may avail facility at his/her discretion, subject to compliance with the instructions for remote e -voting given below: Instructions for shareholders voting electronically are as under: (i) The remote e-voting period begins on Tuesday, December 25, 2018 (10:00 AM) and ends on

Friday, December 28, 2018 (5:00 PM). During this period Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Saturday, December 22, 2018, may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.

(ii) The Shareholders should log on to the e-voting website www.evotingindia.com.

(iii) Click on “Shareholders/Members” tab.

(iv) Now Enter your User ID:

a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. For Members holding shares in Physical Form should enter Folio Number registered

with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders).

Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on the Attendance Slip indicated in the PAN field.

Dividend Bank Details

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the Company records in order to login.


NOTICE OR Date of Birth (DOB)

If both the details are not recorded with the depository or Company,

please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then directly reach the Company selection

screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for remote e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant ‘Claris Lifesciences Limited’ for which you choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on the voting page.

(xvii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xviii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting for remote e-voting. m-Voting app is available on Apple, Android and Windows based Mobile. Shareholders may log in to m-Voting using their remote e-voting credentials to vote for the Company resolution(s).

(xix) Note for Non – Individual Shareholders and Custodians: Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and

Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].


NOTICE After receiving the login details a Compliance User should be created using the admin

login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked

Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

15. The voting rights of Members shall be in proportion to their shares of the paid up equity share

capital of the Company as on the cut-off date i.e. Saturday, December 22, 2018. 16. Any person, who acquires shares of the Company and become Member of the Company after

dispatch of the Notice of AGM and holding shares as on the cut-off date i.e Saturday, December 22, 2018, may obtain the login ID and password by sending a request at [email protected]

17. A person, whose name is recorded in the Register of Members or in the Register of Beneficial

Owners maintained by the depositories as on the cut off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.

18. A Member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.

19. M/s. SPANJ & Associates, Company Secretaries, has been appointed as the Scrutinizer for providing facility to the Members of the Company to scrutinize the voting by Ballot Paper and remote e-voting process in a fair and transparent manner.

20. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to

be held, allow voting with the assistance of scrutinizer, by use of “Ballot Paper” for all those Members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

21. The Scrutinizer shall immediately after the conclusion of voting at the AGM, will first count the

votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall submit within the stipulated time, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

22. The Results shall be declared on or after the AGM of the Company by the Chairman of the Company

or a person authorized by him in writing, within stipulated time, as per the Scrutinizer’s Report submitted to him. The Results declared along with the Scrutinizer's Report shall be placed on the Company's website www.clarislifesciences.com, notice board of the Company and on the website of CDSL.

23. The route map showing directions to reach the venue of the Twenty Third AGM is attached at the

end of the Annual Report.


NOTICE EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013: ITEM NO. 4 The Board of Directors of the Company on recommendation of the Nomination and Remuneration Committee in its meeting held on August 11, 2017 re-appointed Mr. Arjun Handa as Vice – Chairman and Managing Director of the Company for period of 3 years w.e.f. September 26, 2017, keeping in view his contribution in the overall growth of the Company and his leadership qualities supported by experience. Brief resume and other details of Mr. Arjun Handa proposed to be re-appointed as Vice-Chairman and Managing Director of the Company is as below: Mr. Arjun Handa, is a Vice – Chairman and Managing Director of Claris Lifesciences Limited. He is a Masters of Business Administration from Northeastern University, Boston, USA and holds a Bachelor of Commerce degree from Gujarat University, Ahmedabad. Arjun’s vision is to make Claris India’s most admired Injectables company. He likes to focus on people, entrepreneurship and management quality. He would like to add value to the lives of people in the world through his business and to contribute to the society by creating opportunities for people in the fields of sports and culture. Claris has achieved significant milestones including launch of niche, difficult to develop products and expansion into the regulated markets. Under his leadership, the Company has won several awards including the Frost and Sullivan manufacturing excellence award and has achieved 8th year in a row “Great Place to Work” award. Apart from work, Arjun likes to read books on entrepreneurship and management, is a car & technology freak, and holds a deep interest in world music. He is also a soccer player, and in earlier times, used to play for his school and college. The brief particulars of his remuneration and terms and conditions are as under:- Name and Designation: Mr. Arjun Handa, Vice Chairman and Managing Director Period of Appointment: September 26, 2017 to September 25, 2020 Remuneration (Gross Salary): Nil* *Mr. Arjun Handa has voluntarily stopped taking any remuneration with effect from November 1, 2018. Perquisites and Allowances: Nil Other terms:

(a) Mr. Arjun Handa shall not be entitled for sitting fees for attending meetings of the Board of Directors of the Company or Committees so long as he functions as the Vice – Chairman & Managing Director of the Company.

(b) Subject to the provisions of the Companies Act, 2013, Mr. Arjun Handa will be liable to retire by rotation.

(c) The appointment may be terminated by either party giving to the other party a notice as per the Company’s Policy.

(d) In the event of any dispute or difference arising at any time between Mr. Arjun Handa and the Company in respect of the Agreement or the construction thereof, the same will be submitted to and be decided by Arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996.

Except Mr. Arjun Handa and Mr. Aditya Handa, being Director & brother of Mr. Arjun Handa and their relatives (to the extent of their shareholding interest in the Company), none of the Directors, Key Managerial Personnel and their relatives are concerned or interested financially or otherwise in the resolution set out at Item No. 4 of the Notice. Your Directors recommend the resolution for your approval as an Ordinary Resolution.


NOTICE ITEM NO. 5 The Board of Directors of the Company on recommendation of the Nomination and Remuneration Committee in its meeting held on May 5, 2018 re-appointed Mr. Chandrasingh Purohit as Whole Time Director and Chief Financial Officer of the Company for period of 3 years w.e.f. July 3, 2018, keeping in view his performance and past experience in the field of finance.

Brief resume and other details of Mr. Chandrasingh Purohit proposed to be re-appointed as Whole Time Director and Chief Financial Officer of the Company is as below:

Mr. Chandrasingh Purohit, is a Whole Time Director & CFO of Claris Lifesciences Limited. He holds a Master of Commerce degree and Bachelors of Commerce degree from Maharaj Shivajirao University, Vadodara. He has broad – spectrum of experience in the pharmaceutical industry. He has expertise in finance, merger, acquisitions, private equity, venture capital, sales, supply chain and marketing network across key international markets. The brief particulars of his remuneration and terms and conditions are as under:-

Name and Designation: Mr. Chandrasingh Purohit, Whole Time Director and Chief Financial Officer Period of Appointment: July 3, 2018 to July 2, 2021 Remuneration (Gross Salary): Nil* *Mr. Chandrasingh Purohit has voluntarily stopped taking any remuneration with effect from November 1, 2018. Perquisites and Allowances: Nil Other terms:

(a) Mr. Chandrasingh Purohit shall not be entitled for sitting fees for attending meetings of the Board of Directors of the Company or Committees so long as he functions as the Whole Time Director of the Company.

(b) Subject to the provisions of the Companies Act, 2013, Mr. Chandrasingh Purohit will be liable to retire by rotation.

(c) The appointment may be terminated by either party giving to the other party a notice as per the Company’s Policy.

(d) In the event of any dispute or difference arising at any time between Mr. Chandrasingh Purohit and the Company in respect of the Agreement or the construction thereof, the same will be submitted to and be decided by Arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996.

Except Mr. Chandrasingh Purohit and his relatives (to the extent of their shareholding interest in the Company), none of the Directors, Key Managerial Personnel and their relatives are concerned or interested financially or otherwise in the resolution set out at Item No. 5 of the Notice. Your Directors recommend the resolution for your approval as an Ordinary Resolution.

Place: Ahmedabad By order of the Board of Directors Date: November 28, 2018 For Claris Lifesciences Limited Regd. Office: Kirit H. Kanjaria Claris Corporate Headquarters Sr. VP-Company Secretary & Compliance Officer Nr. Parimal Railway Crossing, Ellisbridge, Ahmedabad – 380 006, India Tel. : +91-79-26563331, 66309339 Fax: +91-79-26408053 Website: www.clarislifesciences.com CIN: U85110GJ1994PLC022543


Directors’ Report Dear Members, Your Directors are pleased to present the Twenty Third Annual Report of the Company covering the operating and financial performance together with the Audited Standalone and Consolidated Financial Statements and the Auditors’ Report thereon for the financial year ended on March 31, 2018. FINANCIAL RESULTS Pursuant to the sanction of Composite Scheme of Arrangement (“Scheme”) by Hon’ble National Company Law Tribunal, Ahmedabad Bench vide its order dated October 29, 2018 which inter-alia include demerger of the Treasury & Investment Undertaking and Trading Undertaking of the Company with Altheon Enterprises Limited, which was made effective from November 1, 2018 with effect from Appointed Date i.e. April 1, 2017 (hereinafter refer as “Appointed Date”). Therefore, the audited financials number for the financial year ended on March 31, 2018 as provided below are after taking into effect of the demerger of the Treasury & Investment Undertaking and Trading Undertaking from the Company to Altheon Enterprises Limited, which in turn becomes the holding company of the Company, from the Appointed Date. The financial highlights of the Company on Consolidated and Standalone basis are as below:

(Rupees in Lacs)

Particulars

Consolidated Standalone

For the year ended on

March 31, 2018


March 31, 2017


March 31, 2018


March 31, 2017

Total Revenue from continuing operations

1,391.78 1,188.66 1,333.38 1,188.64

Profit/(loss) before Interest, Depreciation, Exceptional Items and Tax

(402.02) 124.60 (982.60) 155.32

Finance Costs - - - - Depreciation & Amortisation Expenses

10.31 13.86 10.31 13.83

Exceptional Items - - - - Profit / (Loss) before share in Profit/ (Loss) of Associate and Tax

(412.33) 110.74 (992.91) 141.49

Share in Profit/ (Loss) of Associate

- - - -

Profit / (Loss) before tax (412.33) 110.74 (992.91) 141.49 Tax Expense / (Credit) 171.14 (56.32) 171.14 (56.32) Net Profit / (Loss) after taxes from continuing operations

(583.47) 167.06 (1,164.05) 197.81

Net Profit / (Loss) after taxes from discontinued operations

2,139.64 10,825.47 2,097.68 957.75

Profit/ (Loss) for the year 1,556.17 10,992.53 933.63 1,155.56 Other comprehensive income

0.08 (804.67) - (39.91)


Directors’ Report

Total comprehensive income or loss for the year

1,556.25 10,187.86 933.63 1,115.65

Balance brought forward from previous year

56,610.77 47,032.14 49,544.04 49,720.66

Adjustment pursuant to composite scheme of arrangement

(62,428.91) - (54,550.48) -

Balance available for Appropriation

(4,118.42) 57,924.30 (4,072.82) 50,857.57

Dividend paid (1,091.36) (1,091.36) (1,091.36) (1,091.36) Tax on Dividend on equity shares paid

(222.17) (222.17) (222.17) (222.17)

Tax on Dividend on preference shares paid

- - - -

Balance carried to Balance Sheet

(5,431.95) 56,610.77 (5,386.35) 49,544.04

These financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the ‘Ind AS’) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

RESULTS OF OPERATIONS AND STATE OF COMPANY AFFAIRS

During the financial year under review, the Company’s consolidated total revenue (including discontinued operations) stood at Rs. 6,020.42 Lacs as against Rs. 88,647.77 Lacs in the previous year.

EBITDA, PBT and PAT on consolidated basis (including discontinued operations) reached to Rs. 2,847.80 Lacs, Rs. 2,837.50 Lacs and Rs. 1,556.18 Lacs respectively. While EBITDA, PBT and PAT margins (% total income) on consolidated basis stood at 47.30%, 47.13% and 25.85% respectively as against 29.66%, 18.33% and 12.40% respectively in previous year. EPS (Continuing & Discontinued operations) has reduced from Rs.20.14 in the previous year to Rs. 3.11 in the current year.

TRANSFER TO RESERVES / DIVIDEND

During the year under review there was no amount to be transferred to reserves. The Company has not declared any dividend during the year under review.

SHARE CAPITAL

During the year under review, there is no change in the paid up share capital of the Company. Further, the paid up share capital of the Company as on March 31, 2018 is Rs. 5,456.78 Lacs.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AND CHANGE IN NATURE OF THE BUSINESS

During the year under review and upto the date of this report, on July 27, 2017 the Company has completed its sale and transfer of the ‘Injectables Business’ carried on by the Company in India and overseas, through its subsidiary Claris Injectables Limited and other identified indirect subsidiaries of the Company, through one or more transactions involving the transfer of ownership of the subsidiary(ies), to one or more subsidiaries/ affiliates of Baxter International Inc. and/or their respective nominees (cumulatively the "Baxter Group") at an aggregate enterprise value of approximately USD 625,000,000 for the said transaction relating to the sale of injectables business, subject to agreed


Directors’ Report

adjustments, permitted under applicable law, including for repayment of lenders debt, certain inter-group transactions, and other closing adjustments, which may be substantial.

Further, the Company has also completed the sale of its 20% stake in the Joint Venture ("JV"), Otsuka Pharmaceutical India Private Limited (formerly known as Claris Otsuka Private Limited); for a total consideration of USD 20,000,000 on September 21, 2017.

Further during the year under review, the Company completed delisting of its equity shares from BSE Limited in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (“SEBI Regulations”) at a price of Rs. 400 per equity share (“Exit Price”) which was higher than the price determined through the Reverse Book Building Process (“Discovered Price”) as per the SEBI Regulations, the equity shares of the Company got delisted with effect from March 22, 2018. Post delisting of equity shares from BSE Limited the promoters’ holding increased to 95.81% and further the same is increased to 98.91% as on date of this report under the Exit Offer. The remaining public shareholders of the Company who did not or were not able to participate or who unsuccessfully tendered their equity shares are provided an exit offer as per SEBI Regulations for a period of one year from March 22, 2018 to March 21, 2019 to offer their Equity Shares to the Acquirer(s) at the Exit Price till March 21, 2019 as per the Exit Letter of Offer.

Further, the Company had filed Composite Scheme of Arrangement (“Scheme”) with Hon’ble National Company Law Tribunal, Ahmedabad Bench (“NCLT”) and the said Scheme was sanctioned by Hon’ble NCLT vide its order dated October 29, 2018 which inter-alia include demerger of the Treasury & Investment Undertaking and Trading Undertaking of the Company with Altheon Enterprises Limited, which was made effective from November 1, 2018 with effect from Appointed Date. After the demerger of the said undertaking, the Company now undertakes business which inter-alia includes trading of pharmaceutical products and other products. The key objective of this Scheme is to streamline the current organization structure and to realize commercial synergies.

Further, the Company had made an application to Registrar of Companies, Gujarat for extension of Annual General Meeting for the financial year ending on March 31, 2018 pursuant to the Scheme filed with Hon’ble NCLT, and the Registrar of Companies, Gujarat has given extension for holding Annual General Meeting for the financial year ending on March 31, 2018 upto December 31, 2018.

There have been no material changes and commitments except as mentioned above affecting the financial position of the Company between the end of the financial year and the date of this Directors’ Report.

DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public under Section 76 and Chapter V of the Companies Act, 2013 and rules made thereunder.

SUBSIDIARIES AND ASSOCIATES

Due to the Composite Scheme of Arrangement made effective from November 1, 2018 with Appointed Date being April 1, 2017, the below mentioned Indian Subsidiaries / Associates and Foreign Subsidiaries / Associates of the Company stands transferred to and vested in Altheon Enterprises Limited with effect from the Appointed Date.

Sr. No. Name of the Subsidiaries / Associate Subsidiary/ Associate

Indian Subsidiaries / Associate 1 Claris Injectables Limited Subsidiary 2 Ogen Nutrition Limited Subsidiary


Directors’ Report

3 Claris Infrastructure Limited Subsidiary 4 iCubix Infotech Limited Subsidiary 5 Claris Capital Limited Subsidiary 6 Otsuka Pharmaceutical India Private Limited Associate

Foreign Subsidiaries / Associate 1 Claris Lifesciences Philippines Inc Step-down Subsidiary 2 Claris Lifesciences (UK) Limited Step-down Subsidiary 3 Claris Lifesciences (Aust) Pty. Limited Step-down Subsidiary 4 Claris Lifesciences Inc. Step-down Subsidiary 5 Claris Pharmaservices Step-down Subsidiary 6 Elda International DMCC Step-down Subsidiary 7 Claris Middle East FZ-LLC Subsidiary 8 Claris Sterione Step-down Subsidiary 9 Claris Lifesciences Colombia Limitada Step-down Subsidiary 10 Catalys Venture Cap Limited Subsidiary 11 Claris Lifesciences De Mexico SA de CV Step-down Subsidiary

On account of the said transfer / vesting of subsidiaries companies to Altheon Enterprises Limited with effect from the Appointed Date, the Company now has three foreign Subsidiaries as on March 31, 2018. Further, during the year under review Claris Produtos Farmacêuticos Do Brasil Ltda. (“Claris Brazil”) ceased to be a subsidiary of the Company pursuant to the Quota Purchase Agreement entered into by the Company, Catalys Venture Cap Limited, Claris Brazil and União Química Farmacêutica Nacional S.A. and the same was completed on January 8, 2018. Also the Company has filed liquidation for Claris Lifesciences Cia Chile Limitada (“Claris Chile”) which was liquidated on August 13, 2018

The consolidated financial statements of the Company have been duly audited by the Auditors and are forming part of this Annual Report. Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 a statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures is attached to the Consolidated Financial Statements in prescribed Form AOC-1. The statement also provides the details of performance and financial position of each of subsidiaries/associate companies/joint ventures.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements and related information of the subsidiaries, where applicable, will be available for inspection during working hours at the Company’s registered office in Ahmedabad, India, for a period of twenty-one days before the date of the Annual General Meeting. These are also available on the Company’s website www.clarislifesciences.com.

AWARDS AND RECOGNITION

Sheer perseverance and performance coupled with able leadership and stringent management frameworks, have time-and-again took your company to the top echelon of organizational and individual recognitions. These awards and citations motivate us to continue striving, harder.

India's Best Companies To Work For 2017 Claris has been declared as one of ‘India's Best Companies To Work For’ and one of the best companies in ‘Healthcare’ industry in 2017, for the 8th year in a row, by The Economic Times & Great Place to Work® Institute, India.

Our conducive work environment, value-based work culture, and people-oriented work practices were recognised in the study. The awards were received by Mr. Shyam Sharma, President - HRM & Corp. Communication and Mr. Hardeep Nagar, Sr. GM - HRM & Corp. Communication during the ceremony


Directors’ Report held at ITC Grand Central, Mumbai on June 30, 2017. The Economic Times too published a special supplement on ‘India's Best Companies To Work For 2017' in its July 3, 2017 edition. Earlier in the year, we had also been declared as a ‘Great Place to Work® Certified’ organisation by Great Place to Work® Institute, India. It is awarded to the organisations that are rated high in employee responses and people practices. Over 7,000 organisations across more than 50 countries undergo a Great Place To Work® assessment each year, to measure the level of trust, pride, and camaraderie among their people. The 2017 India study adjudged about 600 organisations, spanning across 20 industries, making it the largest survey of workplace cultures in corporate India. The consecutive 8th recognition on such a distinguished podium vouches once again that our belief ‘people are everything’ is indeed true to life! Claris Corporate Headquarters Awarded LEED Certificate - Gold Rated Green Building By USGBC Claris has been awarded LEED (Leadership in Energy and Environmental Design) Certificate - Gold Rating for our Corporate Headquarters building, by USGBC (US Green Building Council). The certification was awarded in June 2018, after an assessment of the building. It is even more commendable as in Existing Buildings category, ours is the second building in India to be awarded such Gold certification by USGBC. LEED is the most widely used green building rating system in the world, providing a framework to create healthy, sustainable, and cost-effective green buildings. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS Mr. Arjun Handa, Vice – Chairman and Managing Director of the Company, retire by rotation at the conclusion of this Annual General Meeting and being eligible offer himself for re-appointment. A brief resume of Mr. Arjun Handa, being the Director retiring by rotation and seeking appointment/re-appointment at the ensuing Annual General Meeting, is given in the Notice forming part of this Annual Report. Mr. Chandrasingh Purohit, Whole Time Director and Chief Financial Officer of the Company, retire by rotation at the conclusion of this Annual General Meeting and being eligible offer himself for re-appointment. A brief resume of Mr. Chandrasingh Purohit, being the Director retiring by rotation and seeking appointment/re-appointment at the ensuing Annual General Meeting, is given in the Notice forming part of this Annual Report. During the year under review and upto the date of this Report, Mr. Arjun Handa, was re-appointed as Vice - Chairman and Managing Director of the Company w.e.f. September 26, 2017 and Mr. Chandrasingh Purohit, was re-appointed as Whole Time Director and Chief Financial Officer of the Company w.e.f July 3, 2018. Also, Mr. Chetan S. Majmudar resigned as Non-Executive and Non-Independent Director of the Company from May 20, 2017, Mr. Amish Vyas resigned as Non-Executive and Non – Independent Director of the Company from August 11, 2017 and Mr. Shyamsunder Sharma was appointed as Whole Time Director of the Company w.e.f. May 20, 2017. Mr. Arjun Handa, Vice – Chairman & Managing Director, Mr. Chandrasingh Purohit, Whole Time Director & CFO, Mr. Shyamsunder Sharma, Whole Time Director and Mr. Kirit H. Kanjaria, Company Secretary & Compliance Officer are the Key Managerial Personnel in terms of Section 203(1) of the Companies Act, 2013.


Directors’ Report As on date of this Report, the Board of Directors of the Company comprised of Eight Directors, one of whom is the Vice - Chairman & Managing Director. The remaining seven Directors comprises of one Chairman who is a Non-Executive and Independent Director, two Whole Time Director, two Non-Executive and Non-Independent Directors and two Non-Executive and Independent Directors. DECLARATIONS OF INDEPENDENT DIRECTORS The Company has received declaration pursuant to Section 149(7) of the Companies Act, 2013 from each of its Non-Executive and Independent Directors to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. These declarations have been placed before and noted by the Board. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013, your Directors state that: (a) In the preparation of the annual accounts for the financial year ended on March 31, 2018, the

applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2018 and of the profit and loss of the Company for that period;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD During the year under review, 8 (eight) meetings of the Board of Directors were held. The interval between the Board Meetings was within the period prescribed under the Companies Act, 2013. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION The Company has formed Nomination and Remuneration Committee which has framed Nomination and Remuneration Policy. The Nomination and Remuneration Policy inter alia deals with the selection, appointment and remuneration of the Directors, Key Managerial Personnel and other employees of the Company including criteria for determining qualifications, positive attributes, independence and other matters as provided in Section 178(3) of the Companies Act, 2013. The Nomination and Remuneration Policy pursuant to Section 178(4) of the Companies Act, 2013 is on the Company’s website and the link thereto is https://www.clarislifesciences.com/global/Financial/Nomination%20and%20Remuneration%20Policy


Directors’ Report %20-%20w.e.f%20March%2022,%202018.pdf. We affirm that the remuneration to Director and other employees of the Company are as per the terms laid out in the Nomination and Remuneration Policy. CODE OF CONDUCT For Board of Directors and Senior Management Group The Board of Directors of the Company has laid down a code of conduct for all the Board Members and Senior Management Group of the Company. The main object of the Code is to set a benchmark for the Company’s commitment to values and ethical business conduct and practices. Its purpose is to conduct the business of the Company in accordance with its value systems, fair and ethical practices, applicable laws, rules and regulations. Further, the Code provides for the highest standard of professional integrity while discharging the duties and to promote and demonstrate professionalism in the Company. BOARD EVALUATION Pursuant to the provisions of Sections 178(2) of the Companies Act, 2013, the Nomination and Remuneration Committee / Board has carried out evaluation of the performance of the Board, its Committees and individual Directors. A structured evaluation feedback form was prepared after taking into consideration the inputs received from the Directors, covering various aspects such as board composition, flow of board process, information and functioning, establishment and determination of responsibilities of Committees, and quality of relationship between the Board and the management. The performance of Individual Directors and the Board Chairman was also carried out in terms of attendance, contribution at the meetings, circulation of sufficient documents to the Directors, timely availability of the agenda, etc. Further, pursuant to Schedule IV of the Companies Act, 2013, the performance evaluation of the Independent Directors was carried out by the entire Board of Directors of the Company, except the one being evaluated. The Board of Directors expressed their satisfaction with the evaluation process. BOARD COMMITTEES AND ITS COMPOSITION The Company has five Committees of Board, viz, (a) Audit Committee and the Audit Committee comprises of Dr. Anup P. Shah, Chairman, Mr.

Surrinder Lal Kapur, Member, Mr. T. V. Ananthanarayanan, Member and Mr. Chandrasingh Purohit, Member of the Audit Committee.

(b) Nomination and Remuneration Committee and the Nomination and Remuneration Committee comprises of Mr. T. V. Ananthanarayanan, Chairman, Dr. Anup P. Shah, Member and Mr. Surrinder Lal Kapur, Member of Nomination and Remuneration Committee,

(c) Stakeholders Relationship Committee and the Stakeholders Relationship Committee comprises of Mr. Surrinder Lal Kapur, Chairman, Dr. Anup P. Shah, Chairman, Mr. T. V. Ananthanarayanan, Member and Mr. Arjun Handa, Member and Mr. Chandrasingh Purohit, Member of Stakeholders Relationship Committee.

(d) Corporate Social Responsibility Committee and the Corporate Social Responsibility Committee comprises of Mr. Surrinder Lal Kapur, Chairman, Dr. Anup P. Shah, Chairman, Mr. T. V. Ananthanarayanan, Member, Mr. Arjun Handa, Member, Mr. Chandrasingh Purohit, Member and Mr. Shyamsunder Sharma, Member of Corporate Social Responsibility Committee.

(e) Committee of Directors and the Committee of Directors comprises of Mr. Chandrasingh Purohit, Member, Mr. Arjun Handa, Member and Mr. Shyamsunder Sharma, Member of Committee of Directors.


Directors’ Report STATUTORY AUDITORS Pursuant to Section 139 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, M/s. Shah & Shah Associates (Firm Registration Number: 113742W), Chartered Accountants, Ahmedabad, were appointed as a Statutory Auditors of the Company at the Twentieth Annual General Meeting held on September 23, 2015 for five years i.e. Financial Year 2015-16 to Financial Year 2019-2020 from conclusion of Twentieth Annual General Meeting till the conclusion of Twenty fifth Annual General Meeting, accordingly M/s. Shah & Shah Associates, Chartered Accountant, Ahmedabad (Firm Registration No.113742W) are appointed as Statutory Auditors of the Company for the financial year ending on March 31, 2019. In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act, 2017, notified on May 7, 20018, ratification of appointment of Statutory Auditors at every Annual General Meeting is no more a legal requirement. Accordingly, the Notice convening the ensuing Annual General Meeting does not carry any resolution on ratification of appointment of Statutory Auditors. The eligibility certificate pursuant to Section 141 of the Companies Act, 2013 and the rules made thereunder is also received from the Statutory Auditors of the Company. The Standalone and Consolidated Auditors’ Report for the financial year ended on March 31, 2018 have been provided in “Financial Statements” forming part of this Annual Report. SECRETARIAL AUDITOR Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. SPANJ & Associates, Company Secretaries as Secretarial Auditor of the Company for the financial year ended on March 31, 2018. The Secretarial Audit Report for the financial year ended on March 31, 2018 is attached as Annexure – 1 to the Directors’ Report and forming part of this Annual Report. DIRECTORS’ RESPONSE ON AUDITORS’ QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMER MADE There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their Auditors' Report or by the Company Secretary in practice in their Secretarial Audit Report. The Company is not covered under the criteria of appointing cost auditor; therefore, cost audit does not apply during the year under review. Further, pursuant to Section 143(12) of Companies (Amendment) Act, 2015, the Auditors in the course of performance of their duties have not reported any incident of fraud to the Audit Committee of the Company or the Central Government during the year under review. EXTRACT OF ANNUAL RETURN Pursuant to Section 92 of the Companies Act, 2013 and rules made thereunder, the extract of the Annual Return in the prescribed Form MGT – 9 is attached as Annexure – 2 to the Directors’ Report and forming part of this Annual report. The same is also available on website of the Company www.clarislifesciences.com PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Pursuant to Section 186 of the Companies Act, 2013 and the rules made thereunder, particulars of loans given, investments made or guarantees given or securities provided, have been provided in “Financial Statements” forming part of this Annual Report.


Directors’ Report PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES Pursuant to the provision of Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of contracts or arrangements with related parties falling within the scope of Section 188(1) of the Companies Act, 2013 given in prescribed Form AOC-2 is attached as Annexure – 3 to the Directors’ Report and forming part of this Annual Report. RISK MANAGEMENT AND INTERNAL CONTROLS A strong risk management and internal control system forms the backbone for our robust risk management practices. In line with our commitment to provide sustainable returns to all our stakeholders, Claris has clearly defined systems and policies for timely addressing key business challenges and opportunities. Claris ERM framework has been developed in assistance with Deloitte Touche Tohmatsu India Limited Liability Partnership (“Deloitte”) and international standards & references such as COSO (Committee of Sponsoring Organization of Treadway Commission). The framework has effectively been used to identify and analyze unforeseen risks, resulting in the management taking risk informed decisions. The final ownership for and implementation of risk response strategies rests with the Senior Executives of the functional units or the risk owners. Deloitte had further advised the company with respect to internal controls over financial reporting and had shared recommendations for development of an internal control framework and development of risk and control matrices. Enterprise Risk Management At Claris, Risk Management is a key strategic focus for the Members of Board and the Senior Management. Company has formulated a ERM framework, developed based on the COSO (Committee of Sponsoring Organisations of the Treadway Commission, USA). The ERM framework includes the process for identification, evaluation, monitoring and mitigation of risks relevant to achieve the business objectives, besides prioritisation of risks in terms of their relevance and frequency. This assists the management to prioritise the risks and focus on high priority items which may have significant adverse impact. All key functions of the Company are independently responsible to monitor risks associated with in their respective areas of operations. The main purpose of Risk Management is to minimise adverse impacts and to leverage market opportunities effectively. This also helps to sustain and enhance short-term and long-term competitive advantages to the Company. To sustain the risk management, Senior Management Group will be responsible for ensuring periodic reviews in their internal functions and then the risks prioritised based on the ERM framework of the Company will be discussed in the Management Committee and the Audit Committee on Annual basis. Internal Controls & Internal Financial Controls The Company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of corporate policies. The Company, through its own Internal Audit Department, carries out periodic audits to cover all the functions & business segments based on the plan approved by the Audit Committee and bring out any deviation to internal control procedures. The observations arising out of audit are periodically reviewed and compliance is ensured. The summary of the Internal Audit observations and status of the implementation is submitted to the Audit Committee. The status of implementation of the recommendations is reviewed by the Committee on a regular basis and concerns, if any, are reported to the Board.


Directors’ Report VIGIL MECHANISM / WHISTLE BLOWER POLICY Pursuant to Section 177(9) of the Companies Act, 2013 and rules made thereunder, the Company has established a Vigil Mechanism Policy to provide a mechanism for the Directors and employees to report their grievances, genuine concerns about unethical behaviour, actual or suspected fraud, and violation of the Company’s Code of Conduct or Ethics Policy. The mechanism provides for adequate safeguards against victimisation of Directors/employees and also provides for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. CORPORATE SOCIAL RESPONSIBILITY The Board has constituted the Corporate Social Responsibility (CSR) Committee in terms of Section 135 of the Companies Act, 2013 and rules made thereunder and the composition of CSR Committee is given under Annexure – 4 to the Directors’ Report. The Board of Directors has adopted a CSR policy which inter alia contains activities that can be undertaken by the Company for CSR, composition and meetings of the CSR Committee, annual allocation for CSR activities, areas of CSR projects, criteria for selection of CSR projects, modalities of execution/ implementation of CSR projects and monitoring mechanism of CSR activities/ projects. An annual report on the CSR activities of the Company in the prescribed format is attached as Annexure – 4 to the Directors’ Report and forming part of this Annual Report. The CSR Policy is available on the website of the Company and link thereto is https://www.clarislifesciences.com/global/Financial/Final%20CSR%20Policy-14.02.17.pdf INVESTOR EDUCATION PROTECTION FUND (“IEPF”) Pursuant to the applicable provision of the Companies Act, 2013 and rules made thereunder, all unpaid and unclaimed dividend are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of 7 years. Further, according to the rules made under the Companies Act, 2013, the shares in respect to which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Accordingly, the Company had transferred the application money received by companies for allotment of any securities and due for refund to the IEPF account as under:

Financial Year Amount transferred to IEPF with respect to application money received by companies for allotment of any securities and due for refund (Amount in Rs.)

2017-18 16,626 POLICY FOR PREVENTION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE Your Directors state that during the year under review, there were no complaints reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. PARTICULARS OF EMPLOYEES Pursuant to demerger of the Treasury & Investment Undertaking and Trading Undertaking of the Company with Altheon Enterprises Limited, all the employees stands transferred to Altheon Enterprises Limited hence there are no employees employed throughout or part of the financial year and in receipt of remuneration of Rs. 1.02 Crores or more during the year or employed for a part of the financial year and in receipt of remuneration of Rs. 8.50 Lakhs or more per month as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.


Directors’ Report

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Conservation of Energy, Technology Absorption and Research and Development are not applicable to the Company.

The Company used foreign exchange amounting to Rs.805.34 Lacs and earned foreign exchange amounting to Rs. 2342.34 Lacs during the year ended March 31, 2018.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS

During the year under review and upto the date of this report, the Hon’ble National Company Law Tribunal, Ahmedabad Bench (“NCLT”) vide order dated October 29, 2018 sanctioned the Scheme which inter-alia included demerger of the Treasury & Investment Undertaking and Trading Undertaking of the Company with Altheon Enterprises Limited along with all assets, liabilities, contracts, arrangements, employees, permits, licenses, records, approvals etc. pertaining to such undertakings stand demerged from the Company. and stand transferred to and vested in Altheon Enterprises Limited, which was made effective from November 1, 2018 with effect from Appointed Date.

ACKNOWLEDGMENTS

The Board of Directors greatly appreciates the commitment and dedication of employees at all levels who have contributed to the growth and success of the Company. We also thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.

We also thank the Government of India, Government of Gujarat, Ministry of Commerce and Industry, Ministry of Finance, Customs and Excise Departments, Income Tax Department and all other Government Agencies for their support during the year and look forward to their continued support in future.

For and on Behalf of the Board of Directors

Arjun Handa Chandrasingh S. Purohit Vice - Chairman & Managing Director Whole Time Director & CFO (DIN: 00159413) (DIN: 00199651)

Place : Ahmedabad Date : November 28, 2018


Annexure - 1 to the Directors’ Report

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31STMARCH, 2018 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of

The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To, The Members CLARIS LIFESCIENCES LIMITED Regd. Off: Claris Corporate Headquarters, Nr. Parimal Crossing, Ellisbridge, Ahmedabad, Gujarat - 380006 We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by CLARIS LIFESCIENCES LIMITED(hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/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 audit period covering the Financial Year ended on 31st March, 2018 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 as per Annexure – A for the Financial Year ended on 31stMarch, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder

upto March 22, 2018; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) 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;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) upto March 22, 2018:- (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009; (d) The Securities and Exchange Board of India (Share Based Employee Benefits)

Regulations, 2014; (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008; (f) The Securities and Exchange Board of India (Registrars to an Issue and Share

Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;



(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(vi) other sector specific laws as applicable specifically to the Company broadly covering Product Laws, Pollution Laws and Manufacturing Laws.

However, it has been found that there were no instances requiring compliance with the provisions of the laws indicated at point (c) to (e)and (h) of para (v) mentioned hereinabove during the period under review. We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India. (ii) The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015; During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, mentioned hereinabove and there is adequate compliance management system for the purpose of sector specific laws applicable to the Company. We have relied on the representations made by the Company and its representatives for systems and mechanisms formed by the Company for compliances under sector specific laws and regulations applicable to the Company. We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and were sent seven days in advance in all cases except cases were Shorter Notice was given, 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. Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes, wherever required. We further report that 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 sector specific laws, rules, regulations and guidelines. We further report that during the audit period of the Company there were no specific events / actions having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. except the following: (A) During the period under review, on July 27, 2017 the Company has completed (a) sell and

transfer of the entire equity share capital of Claris Injectables Limited (wholly owned subsidiary of the Company) along with its subsidiaries i.e. Claris Lifesciences Inc., Claris Lifesciences (UK) Limited, Claris Lifesciences (Aust) Pty. Ltd. and Claris Lifesciences Philippines INC. to Baxter Healthcare (Asia) Pte. Ltd. and /or its wholly owned subsidiaries and/or its nominees under the sale and purchase agreement executed between the Company and Baxter Healthcare (Asia) Pte. Ltd., as amended and restated from time to time (“domestic transaction”), and also (b)


Annexure - 1 to the Directors’ Report take note of the sale and transfer of the entire share capital of Elda International DMCC and Claris Pharmaservices to Baxter Pacific Investments Pte Ltd. and/or its wholly owned subsidiaries and/or its nominees under the sale and purchase agreement executed between Claris Middle East FZ-LCC, Catalys Venture Cap Limited, Baxter Pacific Investments Pte Ltd and Baxter International Inc., as amended and restated from time to time (“overseas transaction”).

(B) During the period under review, on September 21, 2017 the Company has completed sale of its 20% stake in the Joint Venture; Otsuka Pharmaceutical India Private Limited (formerly known as Claris Otsuka Private Limited) to Otsuka Pharmaceutical Factory Inc.; for a total consideration of US$ 20 million.

(C) During the period under review, the Company completed delisting of its equity shares from BSE

Limited in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (“SEBI Regulations”)at a price of Rs. 400 per equity shares (“Exit Price”) which was higher than the price determined through the Reverse Book Building Process (“Discovered Price”) as per the SEBI Regulations and the Company got delisted from BSE Limited w.e.f. March 22, 2018, and it’s not listed or traded any more on any of the stock exchanges. Post delisting of equity shares from BSE Limited the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

(D) During the period under review and upto the date of this report, the Company had filed

Composite Scheme of Arrangement (“Scheme”) with Hon’ble National Company Law Tribunal, Ahmedabad Bench (“NCLT”) in July 2018 and the said Scheme was sanctioned by Hon’ble NCLT vide its order dated October 29, 2018 sanctioning the demerger of the Treasury & Investment Under taking and Trading Undertaking of the Company with Altheon Enterprises Limited, which was made effective from November 1, 2018 with effect from Appointed Date.

(E) During the period under review and upto the date of this report, the Company had made an

application to Registrar of Companies, Gujarat in July, 2018 for extension of Annual General Meeting for the financial year ending on March 31, 2018 in view of the Scheme of arrangement filed with Hon’ble NCLT, and the Registrar of Companies, Gujarat had granted extension of three months for holding Annual General Meeting for the financial year ending on March 31, 2018.

Place: Ahmedabad Signature : Date :28th November, 2018 Name of practicing CS: Ashish C. Doshi, Partner

SPANJ & ASSOCIATES Company Secretaries

ACS/FCS No.: F3544 C P No : 2356

Note : This report is to be read with our letter of even date which is annexed as Annexure B and forms an integral part of this report.

ANNEXURE –A List of documents verified 1. Memorandum & Articles of Association of the Company. 2. Minutes of the meetings of the Board of Directors, Audit Committee, Nomination &Remuneration

Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Independent Directors, etc along with attendance register held during the period under report.


Annexure - 1 to the Directors’ Report 3. Minutes of General Body Meetings held during the period under report. 4. Statutory Registers/Records under the Act and rules made there under. 5. Agenda papers submitted to all the Directors/Members for the Board Meetings and Committee

Meetings. 6. Declarations received from the Directors of the Company pursuant to the provisions of Section 184

and 164 of the Act. 7. Intimations received from Directors under The Securities and Exchange Board of India (Substantial

Acquisition of Shares and Takeovers) Regulations, 2011 and The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

8. e-Forms filed by the Company, from time-to-time, under applicable provisions of the Act and

attachments thereof during the period under report. 9. Intimations / documents / reports / returns filed with the Stock Exchanges pursuant to the SEBI

(Listing Obligations & Disclosure Requirements) Regulations, 2015during the period under report.

10. Documents related to payments of dividend made to its Members during the period under report.

11. Communications/ Letters issued to and acknowledgements received from the Independent

directors for their appointment. 12. Various policies framed by the Company from time to time as required under the Act as well as

the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 read with circulars issued by the SEBI from time to time as mentioned hereunder :

‐ Corporate Social Responsibility Policy ‐ Vigil Mechanism Policy / Whistle Blower Policy ‐ Policy framed under The Sexual Harassment of women at the work place (Prevention,

Prohibition and Redressal) Act, 2013 ‐ Policy for Preservation and Archiving of Documents ‐ Policy for Determination of Materiality of Events / Information ‐ Determining Material Related Party Transactions Policy ‐ Determining Material Subsidiaries Policy ‐ Code of Conduct to Regulate, Monitor and Report Trading by Insiders ‐ Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive

Information ‐ Code of Conduct for Board Members and Senior Management Group


Annexure - 1 to the Directors’ Report Annexure - B To, The Members CLARIS LIFESCIENCES LIMITED Regd. Off: Claris Corporate Headquarters, Nr. Parimal Crossing, Ellisbridge, Ahmedabad, Gujarat - 380006 Sir, Sub: Secretarial Audit Report for the Financial Year ended on 31stMarch, 2018 Our report of even date is to be read along with this letter. 1. Maintenance of secretarial record is the responsibility of the management of the company. Our

responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and 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. 4. Where ever required, we have obtained the Management representation about the compliance of

laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations,

standards is the responsibility of management. Our examination was limited to the verification of procedures 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.

Place: Ahmedabad Signature : Date :28th November, 2018 Name of practicing CS: Ashish C. Doshi, Partner

SPANJ & ASSOCIATES Company Secretaries

ACS/FCS No.: F3544 C P No : 2356



Form No. AOC-2 (Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule

8(2) of the Companies (Accounts) Rules, 2014) Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis : There were no contracts or arrangements or transactions entered into during the financial year ended on March 31, 2018, which were not at arm's length basis.

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

Name of the related party and Nature of transactions

Nature of relationship

Duration of the contacts

/arrangements / transactions

Salient terms of the contracts or arrangements

or transactions including the value, if any:

Date(s) of approval by

the Board, if

any:

Amount paid as

advances, if any:

Sale of Goods to Claris Lifesciences Philippines Inc.*

Step down subsidiary

Ongoing Sale of Goods Not applicable, since the

contract was entered into

in the ordinary course of

business and on arm’s

length basis

Nil

Purchase of Goods from Claris Injectables Limited*

Wholly owned Subsidiary

Ongoing Purchase of goods

manufactured by Claris

Injectables Limited to sell

the same in regulated

markets and emerging markets

Board approval

dated November 8,

2014

Nil

Sale of property to Claris Capital Limited#


- Sale of property Committee of Directors

Meeting November 15, 2017

Nil

Sale of Investment to Catalys Venture Cap Limited


- Sale of Investments

Committee of Directors

Meeting May 3, 2016

Nil


Annexure - 3 to the Directors’ Report * Claris Lifesciences Philippines Inc. and Claris Injectables Limited ceased to be a subsidiary of the Company w.e.f July 27, 2017 as disclosed in Directors’ Report. # The Company had sold the property to Claris Infrastructure Limited, pursuant to the Composite Scheme of Arrangement Claris Infrastructure Limited stands amalgamated into Claris Capital Limited from Appointed Date i.e. April 1, 2017. For and on Behalf of the Board of Directors Arjun Handa Chandrasingh S. Purohit Vice - Chairman & Managing Director Whole Time Director & CFO (DIN: 00159413) (DIN: 00199651)


Annexure – 4 to the Directors’ Report

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. A brief outline of the Company’s CSR Policy, including overview of projects / programmes proposed to be undertaken and a reference to the web-link to the CSR Policy and projects / programmes: The concept of CSR has gained prominence from all avenues. The Government and the organisations have realized that the Government alone will not be able to get success in its endeavor to uplift the poor, needy and down - trodden of the society. Claris Lifesciences Limited at its group level is very much aware of its social, ethical and environmental impacts and responsibilities and its commitment for ensuring the highest standard of CSR based on sound policies and good practices. For the Company in the present context, CSR means not only investment of funds for social activity but also integration of business to contribute to sustainable economic development by working with employees, their families, the local community and society at large, to improve their lives in ways that are good for business and for development.

The projects undertaken will be within the broad framework of Schedule VII of the Companies Act, 2013, as amended from time to time. The web link to the CSR Policy is http://www.clarislifesciences.com/global/Financial/Corporate-Social-Responsibility-Policy.pdf

2. The composition of the CSR Committee: The CSR Committee consists of Mr. Surrinder Lal Kapur, Mr. Arjun Handa, Mr. Chandrasingh S. Purohit, Mr. T. V. Ananthanarayanan, Dr. Anup P. Shah and Mr. Shyamsunder Sharma as on March 31, 2018. During the year under review, Mr. Shyamsunder Sharma was appointed as a Member in place of Mr. Chetan S. Majmudar w.e.f. May 20, 2017 and Mr. Amish Vyas had step down as Member from August 11, 2017.

Mr. Surrinder Lal Kapur acts as a Chairman to the Committee.

3. Average net profit of the Company for last three financial years:

The average net profit of the Company for last three financial years i.e. March 31, 2015, March 31, 2016 and March 31, 2017 is Rs. 4178.21 Lacs.

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above): Rs. 83.56 Lacs 5. Details of CSR spend for the financial year:

(a) Total amount to be spent for the financial year: Rs. 83.56 Lacs as stated above in point no.

4 (b) Amount unspent, if any: Nil (c) Manner in which the amount spent during the financial year is detailed below: Table

shown below 6. In case the Company has failed to spend the two per cent of the average net profit of the last

three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Directors' Report. The Company has fully spent the prescribed CSR expenditure for the year 2017-18.



7. A responsibility statement of the CSR committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company. We hereby declare that implementation and monitoring of the CSR Policy are in compliance with CSR objectives and policy of the Company.

For Claris Lifesciences Limited Surrinder Lal Kapur Arjun Handa Chairman, CSR Committee Vice - Chairman & Managing Director (DIN : 00033312) (DIN : 00159413)


Annexure – 4 to the Directors’ Report (Rupees in Lacs)

Sr. No.

CSR Projects/ Activity identified

Sector in which the project is

covered

Projects/ programmes

Local area/other specify the State and

district where projects/

programmes were

undertaken

Amount Outlay (Budget)

Projects or Programmes

wise

Amount spent on the

projects /programmes

1. Direct expenditure on projects/ programmes

Cumulative Expenditure

up to reporting

period

Amount spent :Direct or Through

implementing Agency

1 Waste Management – segregating waste, composting wet waste

Environmental Sustainability

Ahmedabad, Gujarat

25.29 25.29 25.29 Directly

2 Idea to Incorporation

Capacity building and contribution to incubators/ start - ups approved by Central Government

Ahmedabad, Gujarat

19.68 19.68 44.97 Directly

3 Protection of National Heritage

Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts

Ahmedabad, Gujarat

10.00 10.00 54.97 Directly

4 Supporting rural school children through Shala praveshutsav

Promoting education in rural schools

Ahmedabad, Gujarat

4.45 4.45 59.42 Through implementing agency: Sakshar Foundation

5 Medical Relief to Blind people

Promoting health care

Ahmedabad, Gujarat

0.72 0.72 60.14 Through implementing agency: Blind Organisation of India


Annexure – 4 to the Directors’ Report 6 Contribution

towards promoting Education, including special education among children

Promoting Education, including special education among children and livelihood enhancement project

Ahmedabad, Gujarat

0.98 0.98 61.12 Through implementing agency: M.K Educational Trust

7 Indian Coast Guard Week Celebration

Supporting Government initiatives/funds

Ahmedabad, Gujarat

0.75 0.75 61.87 Through implementing agency: Indian Coast Guard

8 Sustainable waste management and Social upliftment for Waste Pickers

Environment Sustainability, Health and Education

Ahmedabad, Gujarat

6.00 6.00 67.87 Through implementing agency: Supath Gramodhyog Sansthan

9 Supporting under privileged student

Promoting Education

Ahmedabad, Gujarat

0.74 0.74 68.61 Through implementing agency: Sanjivani Seva Trust

10 Contribution towards promoting Education

Promoting Education

Ahmedabad, Gujarat

10.00 10.00 78.61 Through implementing agency: Karmakhestra Education Foundation

11 Education for tribble community of Gujarat

Promoting Education

Ahmedabad, Gujarat

0.50 0.50 79.11 Through implementing agency: Samvedna Trust

12 Supporting education in under resourced schools

Promoting Education

Ahmedabad, Gujarat

0.50 0.50 79.61 Through implementing agency: Teach to Lead

13 Contribution towards Support for Kidney Failure Patients

Promoting health care including preventive health care

Ahmedabad, Gujarat

3.55 3.55 83.16 Through implementing agency: India Renal Foundation



14 Contribution towards Rural Development

Contribution towards Rural Development

Ahmedabad, Gujarat

0.75 0.75 83.91 Through implementing agency: Committee for Human Action

Subtotals 83.91 83.91 83.91 Overheads - - - Total CSR

Spent 83.91 83.91 83.91


INDEPENDENT AUDITORS’ REPORT To, The Members of CLARIS LIFESCIENCES LIMITED Report on the Standalone Ind AS financial statements:

We have audited the accompanying Standalone Ind AS financial statements of CLARIS LIFESCIENCES LIMITED, (“the Company”), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit & Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year ended on 31st March, 2018 and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Standalone Ind AS financial statements

The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Standalone Ind AS financial statements that give a true and fair view of the financial position, 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 specified in the Companies (Indian Accounting Standards) Rules,2015 (as amended) under Section 133 of the Act. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility

Our responsibility is to express an opinion on these Standalone 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 and other applicable authoritative pronouncements issued by Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Standalone Ind AS financial statements. The procedures selected depend on the Auditors’ judgment, including the assessment of the risks of material misstatement of the Standalone 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 Standalone Ind AS financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the Standalone 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 Standalone Ind AS financial statements.


Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the company as at 31st March, 2018, and its profit (including other comprehensive Income), its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matter

We draw attention to note no 42 of Notes forming part of financial statements regarding the effects of the Composite Scheme of Arrangements, which was approved by Board of Directors of the company in July, 2018 (refer note-41) and was sanctioned by the hon’ble National Company Law Tribunal, Ahmedabad Bench vide its order dated October 29, 2018, have been given in the accounts for the financial year ended on March 31, 2018.

Our opinion on the financial statements is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by 'the Companies (Auditors’ Report) Order, 2016, issued by the Central Government of India in termsof sub-section (11) of section 143 of the Act (“the Order”), and on the basis of such checks of the books and recordsof the Company as we considered appropriate and according to the information and explanation given to us, we givein the “Annexure A” a statement on the matters specified in Paragraphs 3 and 4 of the Order.

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

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

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

c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the CashFlow Statement and the Statement of changes in equity dealt with by this Report are in agreement with thebooks of account.

d) In our opinion, the aforesaid Standalone Ind AS financial statements comply with the AccountingStandards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards)Rules, 2015 (as amended).

e) On the basis of the written representations received from the directors as on 31st March, 2018 taken onrecord by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from beingappointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the Internal Financial Control over financial reporting of the Company andthe operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

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

i) The company has disclosed the impact of pending litigations as at 31st March, 2018 on itsfinancial position. Refer Note 33 to the standalone Ind AS financial statements.

ii) The company did not have any long term contracts including derivative contracts for which therewere any material foreseeable losses.


iii) There has been no delay in transferring amounts, required to be transferred, to the Investor

Education and Protection Fund by the Company.

For SHAH & SHAH ASSOCIATES Chartered Accountants FRN:113742W

SUNIL K. DAVE Place : Ahmedabad. PARTNER Date : November 28, 2018 Membership Number: 047236


“Annexure A” to the Independent Auditors’ Report of even date on the Standalone Ind AS financial statements of

CLARIS LIFESCIENCES LIMITED,

(Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirements’ of our report of even date to the Standalone Ind AS financial statements of the Company for the year ended on 31st March, 2018) 1. In respect of its fixed assets:

a) The company has maintained proper records showing full particulars including quantitative details and

situation of fixed assets. b) As explained to us, all the fixed assets have been physically verified by the management in a phased

periodical manner, which in our opinion is reasonable. No material discrepancies were noticed on such physical verification.

c) According to the information and explanations given to us and the records examined by us and based

on examination of registered sale deed/transfer deed provided to us, we report that all the title deeds of immovable assets i.e. buildings were held in the Company’s name.

2. As explained to us, physical verification of inventories have been conducted during the year at reasonable intervals by the management. No material discrepancies were noticed on such physical verification.

3. According to the information and explanations given to us, the company has not granted any loans, secured or

unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. Hence reporting under clause 3(iii) of Order does not arise.

4. Company has not granted loan to any persons covered under section 185 of the Companies Act, 2013 or given

guarantees or securities in connection with loan taken by such persons. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 186 of the Act in respect of investments made by the company.

5. According to the information and explanations given to us, the company has not accepted any deposits, in

terms of the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015.

6. The Central Government of India has not specified the maintenance of cost records under Sub-section (1) of

Section 148 of the Companies Act, 2013 for any of the products of the Company. 7. a) As per information and explanations given to us, the company is regular in depositing undisputed

statutory dues including provident fund, employees' state insurance, income tax, sales-tax, service tax, GST, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. There are no outstanding statutory dues as at the last day of the financial year under audit for a period of more than six months from the date they became payable.

b) According to the information and explanation given to us, the details of dues in respect of income tax, sales tax and excise duty which have not been deposited as at March 31, 2018 on account of disputes are given below:


Statute Nature of Dues Forum where

Dispute is pending

Period to which the amount relates

Amount involved (Rs. in lakhs*)

Income Tax Act, 1961 Income Tax Income Tax Appellate Tribunal

2005-2006 71.50


2006-2007 71.18


2007-2008 91.50

Income Tax Act, 1961 Income Tax Commissioner of

Income Tax (appeals)

2010-2011 0.13

Andhra Pradesh VAT Act, 2005 Sales Tax

Sales Tax Appellate Tribunal

2006-2010 8.93

Gujarat Value added Tax Act,2003 Sales Tax

Sales Tax Appellate Tribunal

2005-2006 11.09

Karnataka Value added Tax Act,2003 Sales Tax

Commercial Tax Officer (Audit)

,Bengaluru 2009-10 0.41

Central Excise Act, 1994 Excise Duty Deputy

Commissioner, Central Excise

2011-2012 14.87

* Net of amounts paid under protest or otherwise.

8. According to the information and explanation given to us and based on our audit procedures, the company has not obtained loan or borrowing from financial institution, bank, government or by way of issue of debentures. Therefore, the provisions of clause 3(viii) of the Order are not applicable to the Company.

9. The company has not raised money by way of initial public offer or further public offer (including debt

instruments) or term loan and hence clause 3(ix) of the Order is not applicable to the company.

10. There has been neither any fraud by the company nor any fraud on the company by its officers or employees has been noticed or reported during the year.

11. In our opinion and according to the information and explanation given to us, managerial remuneration has

been paid /provided in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

12. The Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the Order are not

applicable to the Company.

13. The Company has entered in to transactions with related parties in compliance with Sections 177 and 188 of Act. The details of such related party transactions have been disclosed in the Standalone Ind AS financial statements as required by the applicable accounting standards.


14. The company has not made any preferential allotment or private placement of shares or fully or partly

convertible debentures during the period under review. Accordingly, the provisions of clause 3(xiv) of the Order are not applicable to the company.

15. Based upon the audit procedures performed and the information and explanations given by the management,

the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3(xv) of the Order are not applicable to the company.

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


SUNIL K DAVE Place : Ahmedabad. PARTNER Date : November 28, 2018 Membership Number: 047236


“Annexure B” to the Independent Auditors’ Report of even date on the Standalone Ind AS financial statements of CLARIS LIFESCIENCES LIMITED. Referred to in paragraph 2(f) under the heading ‘Report on Other Legal & Regulatory Requirement’ of our report of even date to the Standalone Ind AS financial statements of the Company for the year ended March 31, 2018 Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of CLARIS LIFESCIENCES LIMITED (“the Company”) as of March 31, 2018 in conjunction with our audit of the Standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the Auditors’ judgement, including the assessment of the risks of material misstatement of the Standalone Ind AS 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 Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Ind AS 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 Standalone Ind AS 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 unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the Standalone Ind AS financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 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”.


SUNIL K.DAVE Place : Ahmedabad. PARTNER Date : November 28, 2018 Membership Number: 047236


Claris Lifesciences Limited

Balance Sheet as at March 31, 2018(Rupees in Lacs)

Particulars Notes As at As at

March 31, 2018 March 31, 2017

ASSETS

I. Non-current assets

Property, plant and equipment 6 - 4,934.56

Capital work-in-progress - 240.19

Investment property 7 - 176.70

Other Intangible assets 8 - 66.70

Non-current financial assets

Investment 9 - 4,307.17

Other financial assets 12 - 37.83

Deferred tax assets (net) 26 1,220.91 2,355.71

Current tax assets (net) 26 626.74 801.84

Other non-current assets 14 - 1,150.42

1,847.65 14,071.12

II.Current assets

Current financial assets

Investment 9 - 18,722.89

Trade receivables 10 58.10 2,296.18

Cash and cash equivalents 13 6.88 2,216.39

Other Bank balances 13 31.60 6.23

Loans 11 - 49,546.97

Other financial assets 12 131.62 5,259.28

Other current assets 14 326.89 1,676.27

555.09 79,724.20

Assets classified as held for sale - 5.00

555.09 79,729.20

Total Assets 2,402.74 93,800.32

EQUITY AND LIABILITIES

Equity

Equity share capital 15 5,456.78 5,456.78

Other equity 16 (5,386.34) 68,570.99

70.44 74,027.76

LIABILITIES

I. Non-current liabilities

Non-current financial liabilities

Borrowings 17 - 1,658.35

Long-term provisions 20 - 508.77

- 2,167.12

II.Current liabilities

Current financial liabilities

Trade payables 18

Total outstanding dues of micro enterprises and small enterprises - -

Total outstanding dues of creditors other than micro enterprises and small

enterprises 192.04 6,076.75

Other financial liabilities 19 2,003.68 10,465.83

Other current liabilities 21 136.58 1,032.02

Short-term provisions 20 - 30.84

2,332.30 17,605.44

Total Equity and Liabilities 2,402.74 93,800.32

Notes forming part of financial statements (including significant accounting policies)

In terms of our report attached For and on behalf of the Board of Directors

For Shah & Shah Associates Arjun Handa Chandrasingh S. Purohit

Chartered Accountants Vice-Chairman & Managing Director Whole time Director & CFO

FRN : 113742W (DIN: 00159413) (DIN: 00199651)

Sunil K. Dave Kirit H. Kanjaria

Partner Sr. VP - Company Secretary & Compliance Officer

Membership No. 047236

Place : Ahmedabad Place : Ahmedabad

Date : November 28, 2018 Date : November 28, 2018



Statement of Profit & Loss for the year ended on March 31, 2018

(Rupees in Lacs)

Particulars Notes For the year ended For the year ended

March 31, 2018 March 31, 2017

INCOME

Other income 22 1,333.38 1,188.65

Total income 1,333.38 1,188.65

EXPENSES

Depreciation and amortisation expense 23 10.31 13.83

Other expenses 24 2,315.98 1,033.33

Total expenses 2,326.29 1,047.16

Profit/ (loss) before exceptional items and tax (992.91) 141.49

Exceptional items [Income / (Expense)] - -

Profit / (Loss) before tax (992.91) 141.49

Tax expense / (benefit)

Current tax - 218.77

Adjustment of tax relating to earlier years 449.77

Deferred tax expense/(benefit) (278.63) (275.08)

Total tax expense / (benefit) 171.14 (56.32)

Profit / (Loss) for the year from continuing operations (1,164.05) 197.81

Profit before tax from discontinued operations 25 3,207.86 597.53

Tax expense of discontinued operations 25 1,110.18 (360.22)

Profit for the year from discontinued operations 2,097.68 957.75

Profit for the year 933.63 1,155.56

Other comprehensive income

A. Items that will not be reclassified to profit or loss:

Re-measurement gain / (loss) on defined benefit plans - (28.53)

Income tax effect on above - 9.87

B. Items that will be reclassified to profit or loss:

Net gain / (loss) on instruments carried at fair value through OCI - 16.73

Income tax effect on above - (37.99)

Total other comprehensive income / (loss), net of tax (A+B) - (39.92)

Total comprehensive income for the year 933.63 1,115.65

Earning per equity share of Rs.10 each (basic and diluted) 36

Continuing Operations -2.13 0.36

Discontinued Operations 3.84 1.76

Continuing & Discontinued Operations 1.71 2.12


In terms of our report of even date attached For and on behalf of the Board of Directors



FRN : 113742W (DIN: 00159413) (DIN: 00199651)







Cla

ris

Lif

esci

ence

s L

imit

ed

Sta

tem

ent

of

chan

ges

in

eq

uit

y f

or

the

yea

r en

ded

on

Marc

h 3

1, 2018

A. E

qu

ity

sh

are

cap

ital

(Rupee

s in

Lac

s)

Part

icu

lars

Am

ou

nt

Bal

ance

as

at A

pri

l 1, 2016

5,4

56.7

8

Chan

ges

in E

quit

y s

har

e ca

pit

al d

uri

ng t

he

yea

r-

Bala

nce

as

at

Marc

h 3

1, 2017

5,4

56.7

8

Bal

ance

as

at A

pri

l 1, 2017

5,4

56.7

8

Chan

ges

in E

quit

y s

har

e ca

pit

al d

uri

ng t

he

yea

r-

Bala

nce

as

at

Marc

h 3

1, 2018

5,4

56.7

8

B. O

ther

eq

uit

y

(Rupee

s in

Lac

s)

Ite

ms

of

OC

I

Cap

ital

Red

emp

tion

Res

erve

Gen

eral

Res

erve

Sec

uri

ty p

rem

ium

rese

rve

Ret

ain

ed E

arn

ings

Net

gain

/ (

loss

) on

FV

TO

CI

deb

t

inst

rum

ents

Bala

nce

as

at

Ap

ril

1, 2016

1,4

25.0

05,1

73.9

412,3

84.6

249,7

20.6

664.6

568,7

68.8

7

Pro

fit

for

the

yea

r-

-

-

1,1

55.5

6-

1,1

55.5

6

Item

s of

OC

I, n

et o

f ta

x

Re-

mea

sure

men

t lo

sses

on d

efin

ed b

enef

it p

lans

-

-

-

(18.6

5)

-

(18.6

5)

Net

gai

n /

(lo

ss)

on i

nst

rum

ents

car

ried

at

fair

val

ue

thro

ugh O

CI

-

-

-

-

(21.2

6)

(21.2

6)

Div

iden

d i

ncl

udin

g t

ax i

mpac

t th

ereo

n(1

,313.5

3)

(1,3

13.5

3)

Bala

nce

as

at

Marc

h 3

1, 2017

1,4

25.0

05,1

73.9

412,3

84.6

249,5

44.0

443.3

968,5

70.9

9

Bala

nce

as

at

Ap

ril

1, 2017

1,4

25.0

05,1

73.9

412,3

84.6

249,5

44.0

443.3

968,5

70.9

9

Purs

uan

t to

Com

posi

te s

chem

e of

arra

ngem

ent

(Ref

er N

ote

41)

(1,4

25.0

0)

(5,1

73.9

4)

(12,3

84.6

2)

(54,5

50.4

8)

(43.3

9)

(73,5

77.4

3)

Pro

fit/

(loss

) fo

r th

e yea

r-

-

-

933.6

3 -

933.6

3

Div

iden

d i

ncl

udin

g t

ax i

mpac

t th

ereo

n-

-

-

(1,3

13.5

3)

-

(1,3

13.5

3)

Bala

nce

as

at

Marc

h 3

1, 2018

0.0

00.0

00.0

0(5

,386.3

5)

0.0

0(5

,386.3

4)

Note

s fo

rmin

g p

art

of

finan

cial

sta

tem

ents

(in

cludin

g s

ignif

ican

t ac

counti

ng p

oli

cies

)

In t

erm

s of

ou

r re

port

of

even

date

att

ach

edF

or

an

d o

n b

ehalf

of

the

Board

of

Dir

ecto

rs

For

Sh

ah

& S

hah

Ass

oci

ate

sA

rju

n H

an

da

Ch

an

dra

sin

gh

S.

Pu

roh

it

Char

tere

d A

ccounta

nts

Vic

e-C

hai

rman

& M

anag

ing D

irec

tor

Whole

tim

e D

irec

tor

& C

FO

FR

N :

113742W

(DIN

: 00159413)

(DIN

: 00199651)

Su

nil

K.

Dave

Kir

it H

. K

an

jari

a

Par

tner

Sr.

VP

- C

om

pan

y S

ecre

tary

& C

om

pli

ance

Off

icer

Mem

ber

ship

No.

047236

Pla

ce :

Ahm

edab

adP

lace

: A

hm

edab

ad

Dat

e :

Novem

ber

28,

2018

Dat

e :

Novem

ber

28,

2018

Part

icu

lars

Att

rib

uta

ble

to t

he

equ

ity

hold

ers

of

the

Com

pan

y

Tota

l

Res

erve

an

d S

urp

lus

Note

16


CLARIS LIFESCIENCES LIMITED

Statement of Cash flow for the year ended on March 31, 2018

(Rupees in Lacs)

Particulars For the year ended on

March 31, 2018


March 31, 2017

Cash flow from operating activities

1. Profit / (Loss) before tax

Loss from continuing operations (992.91) 141.49

Profit from discontinued operations 3,207.86 597.53

2,214.95 739.02

2. Adjustment for :

Depreciation and amortisation expense 10.31 332.41

Finance cost - 373.18

Interest income (0.92) (1,155.38)

Dividend income - (1,359.74)

Bad debts written off 798.45 -

Provision for doubtful debts & other receivables (net) (2,564.27) 790.05

(Profit) / Loss on sale of property, plant and equipment, net (725.52) 27.08

Gain on sale of Current investments - (1,077.17)

Unrealised foreign exchange rate difference (gain)/loss, net 127.45 504.31

Provision for diminution in value of Non-current investments 28.86 -

Loss on fair valuation of investment at FVTPL 2.00 -

Loss on sales of Non-current investment 537.72 -

Sundry balance written back (603.97) -

Operating profit before working capital changes (1+2) (174.94) (826.24)

3. Adjustments for working capital changes:

Decrease / (Increase) in Trade and other receivables 3,817.76 4,656.43

(Decrease) / Increase in Trade and other payables (3,571.00) (5,963.91)

Cash used in operations 71.82 (2,133.72)

4. Direct taxes paid (274.68) (2,080.19)

Net Cash generated from/(used in) operating activities [A] (202.87) (4,213.91)

Cash Flow from investing activities

Purchase of property, plant and equipment (including capital advances) - (1,513.16)

Proceeds from sale of property, plant and equipment 900.00 43.52

(Purchase) / Proceeds of current investments (Net) - 1,471.39

(Purchase) / Proceeds from sale of Investment in subsidiary companies 471.01 (1,300.00)

(Increase)/Decrease in amount due to receivable on slump sale of Injectable Business - 1,955.00

Decrease / (Increase) in Fixed deposits with banks (23.93) -

Dividend received - 1,359.74

Interest received - 785.14

Net cash generated from/(used in) investing activities [B] 1,347.08 2,801.63

Cash flow from financing activities

Proceeds from long term borrowings, net - 778.46

Dividend paid (including tax impact thereon) (1,313.53) (1,313.53)

Finance cost - (356.14)

Net cash generated from/(used in) financing activities [C] (1,313.53) (891.21)

Net increase/(decrease) in cash & cash equivalents [A+B+C] (169.32) (2,303.49)

Cash & cash equivalents at the beginning of the year 2,216.39 4,519.88

(2,040.20) -

Cash & cash equivalents at the end of the year 6.88 2,216.39

Cash & cash equivalents transferred pursuant to Composite scheme of arrangement

(Refer Note 41)


Notes:

1 Components of cash & cash equivalents

Cash on hand - 8.56

Balances with banks

- In Current accounts 6.88 2,013.83

- In Fixed deposit accounts - 193.99

Cash & cash equivalents as per Note 13 6.88 2,216.38

2

3


In terms of our report of even date attached




FRN : 113742W (DIN: 00159413) (DIN: 00199651)






The above cashflow statement has been prepared under the 'indirect method' as set out in the Indian Accounting Standard - 7 "Statement of Cash Flows".

The previous year's figures have been regrouped wherever necessary.



Notes to the Financial Statements

Note 1 : Corporate information

Note 2 : Basis of preparation

Note 3 : Significant accounting policies

3.01 Current / non-current classification

All other assets are classified as non-current.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

3.02 Foreign currencies

Transactions and balances

3.03 Fair value measurement

The Company's standalone financial statements are prepared in Indian Rupee ("INR") which is the also the Company's functional currency.

Transactions denominated in foreign currencies are recorded at the exchange rate prevailing at the time of the transaction, i.e. spot rate.

Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate at the reporting date.

Exchange differences arising on settlement or translation of monetary items are recognized in the statement of profit or loss.

The financial statements comprise financial statements of Claris Lifesciences Limited (the "Company") for the year ended March 31, 2018. The Company is

a public company domiciled in India and is incorporated under the provisions of the Companies Act applicable in India. Its shares were listed on BSE, a

recognized stock exchange, in India till March 22, 2018. The registered office of the company is located at Claris Corporate Headquarters, Nr. Parimal

Crossing, Ellisbridge, Ahmedabad - 380 006, India.

The Company is primarily engaged in the business of selling injectable products. A significant majority of these products are generic drugs, capable of being

directly injected into the human body, predominantly used in the treatment of critical illnesses.

The standalone financial statements were authorised for issue in accordance with a resolution of the directors on November 28, 2018.

These financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the ‘Ind AS’) as notified by

Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules,

2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

The financial statements have been prepared on going concern and historical cost basis, on the accrual basis of accounting except for certain financial assets

and liabilities measured at fair value (refer accounting policy regarding financial instruments). The accounting policies are applied consistently to all the

periods presented in the financial statements.

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming

that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its

highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The financial statements are presented in INR and all values are rounded to the nearest lacs (INR 00,000), except when otherwise indicated.

The Company presents assets and liabilities in the balance sheet based on current and non-current classification. An asset is treated as current when it is:

a) expected to be realized or intended to be sold or consumed in normal operating cycle;

b) held primarily for the purpose of trading;

c) expected to be realized within twelve months after the reporting period; or

d) cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

A liability is treated as current when it is:

a) expected to be settled in normal operating cycle;


c) due to be settled within twelve months after the reporting period; or

d) there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The operating cycle is the time between the acquisition of assets/materials for processing and their realization in cash and cash equivalents. As the

Company's normal operating cycle is not clearly identifiable, it is assumed to be twelve months.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial

transactions.

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. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

a) In the principal market for the asset or liability, or

b) In the absence of a principal market, in the most advantageous market for the asset or liability.




3.04 Property, plant and equipment

3.05 Leases

The determination of whether an arrangement is (or contains) a lease or not is based on the substance of the arrangement at the inception of the lease. The

arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right

to use the asset or assets, even if that right is not explicitly specified in an arrangement.

As a lessee

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards incidental to

ownership to the Company is classified as a finance lease. The Company does not have any arrangement during or at the reporting period that can be

classified as finance lease.

Operating lease payments are recognized as an expense in the statement of profit and loss on a straight-line basis over the lease term except in the case

where incremental lease reflects inflationary effect. In such case, lease expense is accounted by actual rent for the period.

The Company, based on technical evaluation carried out by internal technical experts, believes that the useful lives as given above best represents the period

over which the management expects to use these assets. Hence, the useful lives for certain assets are different from the useful lives prescribed in Schedule II

to the Companies Act, 2013.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted

prospectively, if appropriate.

Projects under which property, plant and equipment are not yet ready for their intended use are carried at cost under capital work in progress, comprising

direct cost, related incidental expenses and attributable interest including exchange difference.

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are

expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and

the carrying amount of the asset) is included in the statement of profit or loss when the asset is derecognized.

Data processing equipment 3 years

Plant & Equipment 15 years

Electrical installation 10 years

Furniture & fixtures 10 years

5 yearsLeasehold improvements

40 years

External valuers are involved, wherever required, for valuation of significant assets, such as properties and unquoted financial assets, and significant

liabilities. Involvement of external valuers is decided upon by the Company after discussion with and approval by the Company’s management. Selection

criteria include market knowledge, reputation, independence and whether professional standards are maintained. The Company, after discussions with its

external valuers, determines which valuation techniques and inputs to use for each case.

At each reporting date, the Company analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed as per

the Company’s accounting policies. For this analysis, the Company verifies the major inputs applied in the latest valuation by agreeing the information in the

valuation computation to contracts and other relevant documents. The Company also compares the change in the fair value of each asset and liability with

relevant external sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of

the asset or liability and the level of the fair value hierarchy as explained above.

This note summarizes accounting policy for fair value measurement. Other fair value related disclosures are given in the relevant notes.

Office equipment 5 years

Vehicles 8 years

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value,

maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as

follows, based on the lowest level input that is significant to the fair value measurement as a whole:

a) Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities;

b) Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable;

and

c) Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred

between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at

the end of each reporting period.

All the items of property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows:

Particulars Useful life of assets

Office buildings




3.06

3.07

3.08

3.09

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market

assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are

taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation

multiples, quoted share prices for publicly traded companies or other available fair value indicators. The Company bases its impairment calculation on

detailed budgets and forecast calculations.

Impairment losses are recognized in the statement of profit or loss.

An assessment is made at each reporting date to determine whether there is an indication that previously recognized impairment losses on assets no longer

exist or have decreased. If such indication exists, the Company estimates the asset’s or CGU’s recoverable amount. A previously recognized impairment loss

is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was

recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that

would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the

statement of profit or loss.

The useful economic life of intangible assets is five years.

The amortization expense on intangible assets is recognized in the statement of profit and loss.

Intangible assets are derecognized either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit

is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the

period of derecognition.

On transition to Ind-AS, the Company has elected to continue with the carrying value of all of intangible assets recognized as at April 1, 2015 measured as

per previous GAAP and use that carrying value as the deemed cost of the intangible assets.

Impairment of non-financial assets

The Company assesses, at each reporting date, whether there is any indication that an asset may be impaired. If any indication exists, or when annual

impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s

or cash-generating unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the

asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or

CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

The Company depreciates building component of investment property over 40 years from the date of original purchase.

The Company, based on technical assessment made by technical expert and management estimate, depreciates the building over estimated useful lives which

are different from the useful life prescribed in Schedule II to the Companies Act, 2013. The management believes that these estimated useful lives are

realistic and reflect fair approximation of the period over which the assets are likely to be used.

Though the Company measures investment property using cost based measurement, the fair value of investment property is disclosed in the notes. Fair

values are determined based on an annual evaluation performed by an accredited external independent valuer.

Investment properties are derecognized either when they have been disposed of or when they are permanently withdrawn from use and no future economic

benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss

in the period of derecognition.

Intangible assets

Intangible assets acquired separately are measured, on initial recognition, at cost. Following the initial recognition, intangible assets are carried at cost less

any accumulated amortization and accumulated impairment losses.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready

for its intended use or sale are capitalized as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur.

Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

Investment property

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost

less accumulated depreciation and accumulated impairment loss, if any.

As a lessor

Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Rental

income from operating lease are recognized as an income in the statement of profit and loss on a straight-line basis over the lease term except in the case

where incremental lease reflects inflationary effect. In such case, lease income is accounted by actual rent for the period. Initial direct costs incurred in

negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as

rental income. Contingent rents are recognized as revenue in the period in which they are earned.




3.10

3.11

a) Debt instruments at amortized cost

All financial assets, except investment in subsidiaries and associate, are recognized initially at fair value plus, in the case of financial assets not recorded

at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Purchases or sales of financial assets that

require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognized on the trade

date, i.e., the date that the Company commits to purchase or sell the asset.

Investments in subsidiaries and associate are carried at cost.

Subsequent measurement

For purposes of subsequent measurement, financial assets are primarily classified in three categories:

a) Debt instruments at amortized cost;

b) Debt instruments at fair value through other comprehensive income (FVTOCI); and

c) Other financial instruments measured at fair value through profit or loss (FVTPL).

A ‘debt instrument’ is measured at the amortized cost if both the following conditions are met:

i) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

ii) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal

amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate (EIR) method. Amortized

cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR

amortization is included in finance income in the statement of profit or loss. The losses arising from impairment are recognized in the statement of

profit or loss. This category generally applies to trade and other receivables.

Rental income

Rental income from operating lease are recognized as an income in the statement of profit and loss on a straight-line basis over the lease term except in the

case where incremental lease reflects inflationary effect. In such case, lease income is accounted by actual rent for the period.

Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

Rendering of services

The Company is providing management consulting towards various operational and strategic activities and certain other shared services to some of its

subsidiaries. Income from such management consultancy and shared services are recognized in the statement of profit and loss in which such services are

rendered.

Interest income

For all financial assets measured either at amortized cost or at fair value through other comprehensive income, interest income is recorded using the effective

interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a

shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortized cost of a financial liability. When calculating the

effective interest rate, the Company estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example,

prepayment, extension, call and similar options) but does not consider the expected credit losses. Interest income is included in 'Other Income' in the

statement of profit and loss.

Dividends

Revenue is recognized when the Company's right to receive the payment is established, which is generally when shareholders approve the dividend.

Based on Ind AS 18 issued by the ICAI, the Company has assumed that recovery of excise duty flows to the Company on its own account. This is for the

reason that it is a liability of the manufacturer which forms part of the cost of production, irrespective of whether the goods are sold or not. Since the

recovery of excise duty flows to the Company on its own account, revenue includes excise duty.

However, Goods and Service tax / sales tax / value added tax (VAT) is not received by the Company on its own account. Rather, it is tax collected on value

added to the commodity by the seller on behalf of the government. Accordingly, it is excluded from revenue.

The specific recognition criteria described below must also be met before revenue is recognized.

Sale of products

Revenue from the sale of products is recognized when the significant risks and rewards of ownership of the products have passed to the buyer, usually on

delivery of the products. Revenue from the sale of products is measured at the fair value of the consideration received or receivable, net of returns and

allowances, trade discounts and volume rebates.

Revenue recognition

Revenue is recognized to the extent it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, regardless

of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually

defined terms of payment and excluding taxes or duties collected on behalf of the government.




3.12 Cash and cash equivalents

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The

EIR amortization is included as finance costs in the statement of profit and loss.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is

replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an

exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective

carrying amounts is recognized in the statement of profit or loss.

Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and term deposits with an original maturity of three months or less,

which are subject to an insignificant risk of changes in value.

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial

recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of

repurchasing in the near term.

Gains or losses on liabilities held for trading are recognized in the profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and

only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk

are recognized in OCI. These gains/ loss are not subsequently transferred to the statement of profit & loss. However, the Company may transfer the

cumulative gain or loss within equity. All other changes in fair value of such liability are recognized in the statement of profit or loss. The Company

has not designated any financial liability as at fair value through profit and loss.

b) Financial liabilities at amortized cost

Financial liabilities at amortized cost include loans and borrowings and payables.

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses

are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.


Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss or as those measured at amortized cost.

The Company's financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and financial guarantee contracts.


The measurement of financial liabilities depends on their classification, as described below:

a) Financial liabilities at fair value through profit or loss

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized when the rights

to receive cash flows from the asset have expired.

Impairment of financial assets

In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the

following financial assets and credit risk exposure:

a) Financial assets that are debt instruments, and are measured at amortized cost e.g. loans, debt securities, deposits, trade receivables and bank balance;

b) Financial assets that are debt instruments and are measured as at FVTOCI;

c) Lease receivables under Ind AS 17; and

d) Financial guarantee contracts which are not measured as at FVTPL.

Financial liabilities

b) Debt instruments at fair value through other comprehensive income (FVTOCI)

A ‘debt instrument’ is classified as at the FVTOCI if both of the following criteria are met:

i) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets; and

ii) The asset’s contractual cash flows represent SPPI.

Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are

recognized in the other comprehensive income (OCI). However, the Company recognizes interest income, impairment losses & reversals and foreign

exchange gain or loss in the P&L. On derecognition of the asset, cumulative gain or loss previously recognized in OCI is reclassified from the equity

to P&L. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the EIR method.

c) Other financial instruments measured at fair value through profit and loss (FVTPL)

Any financial asset that does not qualify for amortized cost measurement or measurement at FVTOCI must be measured subsequent to initial

recognition at FVTPL.

Derecognition




3.13 Taxes

3.14

The Company's liabilities towards gratuity and leave encashment payable to its employees are determined using the projected unit credit method which

considers each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately to build up the final obligation.

Remeasurements, comprising of actuarial gains and losses are recognized immediately in the balance sheet with a corresponding debit or credit to retained

earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recognized in profit or loss on the earlier of:

a) The date of the plan amendment or curtailment, and

b) The date that the Company recognizes related restructuring costs

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognizes the following changes in the net

defined benefit obligation as an expense in the standalone statement of profit and loss:

a) Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and

b) Net interest expense or income.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable

profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and

are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based

on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in other comprehensive income or in equity).

Deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the

deferred taxes relate to the same taxable entity and the same taxation authority.

Employee benefits

Retirement benefit in the form of contribution to provident fund is a defined contribution scheme. The Company has no obligation, other than the

contribution payable to the provident fund. The Company recognizes contribution payable to the provident fund scheme as an expense, when an employee

renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid,

the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the

contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to, for

example, a reduction in future payment or a cash refund.

Current income tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in other comprehensive income or in equity).

Current tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity. The management periodically evaluates

positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where

appropriate.

Deferred taxes

Deferred tax is provided using the balance sheet method on temporary differences between the tax bases of assets and liabilities and their carrying amounts

for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognized for all taxable temporary differences, except when the deferred tax liability arises from the initial recognition of

goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor

taxable profit or loss.

Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax

assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry

forward of unused tax credits and unused tax losses can be utilized, except when the deferred tax asset relating to the deductible temporary difference arises

from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the

accounting profit nor taxable profit or loss.

The Company recognizes tax credits in the nature of MAT credit as an asset only to the extent that there is convincing evidence that the Company will pay

normal income tax during the specified period, i.e., the period for which tax credit is allowed to be carried forward. In the year in which the Company

recognizes tax credits as an asset, the said asset is created by way of tax credit to the Statement of profit and loss. The Company reviews such tax credit asset

at each reporting date and writes down the asset to the extent the Company does not have convincing evidence that it will pay normal tax during the

specified period. Deferred tax includes MAT tax credit.

Current taxes

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax

laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.




3.15 Earnings Per Share

3.16

3.17

3.18

Note 4 : Key accounting estimates, judgements and assumptions

4.01 Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets,

their fair value are measured using valuation techniques. The inputs to these models are taken from observable markets where possible, but where this is not

feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and

volatility. Changes in assumptions relating to these factors could affect the reported fair value of financial instruments. See Note 30 for further disclosures.

Property, plant and equipment and intangible assets once classified as held for sale/ distribution to owners are not depreciated or amortized.

A disposal group qualifies as discontinued operation if it is a component of an entity that either has been disposed of, or is classified as held for sale, and:

1) represents a separate major line of business or geographical area of operations,

2) is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations.

Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from

discontinued operations in the statement of profit and loss.

Please refer to Note 25 for further information. All other notes to the financial statements mainly include amounts for continuing operations, unless otherwise

mentioned.

Contingent liabilities are not recorded in the financial statement but, rather, are disclosed in the note to the financial statements.

Non-current assets held for sale/ distribution to owners and discontinued operations

The Company classifies non-current assets and disposal groups as held for sale/ distribution to owners if their carrying amounts will be recovered principally

through a sale/ distribution rather than through continuing use. Actions required to complete the sale/ distribution should indicate that it is unlikely that

significant changes to the sale/ distribution will be made or that the decision to sell/ distribute will be withdrawn. Management must be committed to the

sale/ distribution expected within one year from the date of classification.

The criteria for held for sale or distribution classification is considered to have met only when the assets or disposal group is available for immediate sale or

distribution in its present condition, subject only to terms that are usual and customary for sale or distribution of such assets (or disposal groups), its sale or

distribution is highly probable; and it will genuinely be sold, not abandoned. The group treats sale or distribution of the asset or disposal group to be highly

probable when:

i) The management is committed to a plan to sell the asset (or disposal group),

ii) An active programme to locate a buyer and complete the plan has been initiated (if applicable),

iii) The asset (or disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value,

iv) The sale is expected to qualify for recognition as a completed sale within one year from the date of classification, and

v) Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Non-current assets held for sale/for distribution to owners and disposal groups are measured at the lower of their carrying amount and the fair value less

costs to sell/ distribute. Assets and liabilities classified as held for sale/ distribution are presented separately in the balance sheet.

The Company recognizes a liability to make cash distributions to equity holders of the parent when the distribution is authorized and the distribution is no

longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorized when it is approved by the shareholders. A

corresponding amount is recognized directly in equity.

Provisions & contingent liabilities

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of

resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When

the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognized as a separate

asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any

reimbursement.

Contingent liability arises when the Company has:

a) a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more

uncertain future events not wholly within the control of the entity; or

b) a present obligation that arises from past events but is not recognized because:

(i) it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or

(ii) the amount of the obligation cannot be measured with sufficient reliability.

The basic earnings per share is computed by dividing the net profit / loss attributable to equity shareholders for the period by the weighted average number

of equity shares outstanding during the period. The number of shares used in computing diluted earnings per share comprises the weighted average shares

considered for deriving basic earnings per share, and also the weighted average number of equity shares which could be issued on the conversion of all

dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless they have been issued at a

later date. In computing dilutive earnings per share, only potential equity shares that are dilutive and that would, if issued, either reduce future earnings per

share or increase loss per share, are included.

Dividend distribution




4.02 Impairment of non-financial assets

4.03 Taxes

4.04 Defined benefit plan

4.05 Property, Plant and Equipment

4.06 Allowance for doubtful trade receivables

Note 5 : Recent accounting Pronouncements

Standards issued but not yet effective

On March 28, 2018, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules, 2018, notifying Ind AS

115 - ‘Revenue from Contracts with Customers’ and consequential amendments to various Ind AS standards. The amended Rules also notified amendments

to Ind AS 12 - ‘Income Taxes’, Ind AS 21 - ‘The Effect of Changes in Foreign Exchange Rates’, Ind AS 28 - ‘Investments in Associates and Joint Ventures’

and Ind AS 40 - ‘Investment Property’.

On September 20, 2018, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) Second Amendments Rules, 2018,

notifying consequential amendments to various Ind AS standards. The amended Rules also notified amendments to Ind AS 12 - 'Income Taxes', Ind AS 16 -

'Property, plant and equipment', Ind AS 20 - 'Accounting for Government Grants and Disclosure of Government Assistance' and Ind AS 38 - 'Intangible

assets'.

These amendments are in accordance with the recent amendments made by International Accounting Standards Board (IASB). The amendments are

effective from accounting periods beginning from April 1, 2018.

The parameter that is subject to change the most is the discount rate. In determining the appropriate discount rate, the management considers the interest

rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation and extrapolated as needed along the yield

curve to correspond with the expected term of the defined benefit obligation.

The cost of the defined benefit plans and other post-employment benefits and the present value of the obligation are determined using actuarial valuations.

An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the

discount rate, future salary increases, mortality rates and future pension increases. Due to the complexities involved in the valuation and its long-term nature,

a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at intervals in response to demographic changes.

Future salary increases are after considering the expected future inflation rates for the country.

Refer to Note 27 for further details.

Refer to Note 3.04 for the estimated useful life of Property, Plant and Equipment. The carrying values of Property, plant and equipment have been disclosed

in Note 6.

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs

of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm’s

length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a discounted

cashflow (DCF) model. The cash flows are derived from the budget and do not include restructuring activities that the Company is not yet committed to or

significant future investments that will enhance the asset’s performance of the CGU being tested. The recoverable amount is sensitive to the discount rate

used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes.

Deferred tax assets are recognized for unused tax credits to the extent that it is probable that taxable profit will be available against which the losses can be

utilized. Significant management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing

and the level of future taxable profits together with future tax planning strategies.

The Company has Rs.590.96 lacs of unused tax losses (capital loss) carried forward and 78.97 lacs of unused tax credits respectively as at March 31, 2018.

These unused tax losses can be utilized over the period of 8 years and unused tax credit can be utilised over the period of 15 years. As these tax losses can be

utilized against the capital gain only whereby there is no existence of virtual certainty supported by convincing evidence that the future taxable income will

be available against which such deferred assets can be utilized. Hence, the company has not recognized deferred tax assets on the tax losses carried forward

and unused tax credit considering the non-existence of probable certainty of future taxable profit. Refer to Note 26 for further details.

Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts.

Estimated irrecoverable amounts are derived based on a provision matrix which takes into account various factors such as customer specific risks,

geographical region, product type, currency fluctuation risk, repatriation policy of the country, country specific economic risks, customer rating, and type of

customer, etc. The allowances for doubtful trade receivables including allowance of discontinued operations were Rs. 3,527.24 lacs as at March 31, 2018 (as

at March 31, 2017 : Rs.6,097.50 lacs including asset held for sale).

Individual trade receivables are written off when the management deems them not to be collectable.




Amendments to Ind AS 40 – ‘Investment Property’:

The amendments clarify transfers of investment property to or from the portfolio in the case of a change of use. These amendments are not applicable to the

Company’s standalone financial statements.

Amendments to Ind AS 112 – ‘Disclosure of Interests in Other Entities’:

The amendments clarify that disclosure requirements for interest in other entities also apply to interests that are classified (or included in a disposal group

that is classified) as held for sale or as discontinued operations in accordance with Ind AS 105, Non-current Assets Held for Sale and Discontinued

Operations. These amendments are not applicable to the Company’s standalone financial statements.

Amendments to Ind AS 12 – ‘Income Taxes’:

The amendments clarify the requirement for recognizing deferred tax assets on unrealized losses on debt instruments that are measured at fair value. The

amendments also clarify certain other aspects of accounting for deferred tax assets. The changes will not have any material impact on the financial

statements of the Company.

Amendments to Ind AS 21 – ‘The Effect of Changes in Foreign Exchange Rates’:

The amendments clarify translation of advance payments denominated in foreign currency into functional currency at the spot rate on the day of payment.

The guidance aims to reduce diversity in practice. The changes will not have any material impact on the financial statements of the Company.

Amendments to Ind AS 28 – ‘Investments in Associates and Joint Ventures’:

The amendments clarifies accounting options in consolidated financial statements of a venture capital or similar entity and investment entity. These

amendments are not applicable to the Company’s standalone financial statements.

Amendments to Ind AS 20 – ‘Accounting for Government Grants and Disclosure of Government Assistance’:

The amendments clarify the alternative treatment for recognition of non-monetary grant by deducting the grant in arriving the carrying amount of the assets

and excess of repayment of such grant over the deferred credits shall be recognized immediately in statement of profit & loss by increasing the carrying

value of the assets. The changes will not have any material impact on the financial statements of the Company.

Amendments to Ind AS 16 – ‘Property, plant and equipment’:

The amendments clarify the option to reduce non-monetary government grant from the carrying value of assets. The changes will not have any material

impact on the financial statements of the Company.

Amendments to Ind AS 38 – ‘Intangible assets’:

The amendments clarify the option to reduce non-monetary government grant from the carrying value of assets. The changes will not have any material

impact on the financial statements of the Company.

Ind AS 115 – ‘Revenue from Contracts with Customers’:

This standard establishes a single comprehensive model for accounting of revenue arising from contracts with customers. Ind AS 115 will supersede the

current revenue recognition guidance under Ind AS 11 Construction Contracts and Ind AS 18 Revenue. The Company is currently assessing the impact of

application of Ind AS 115 on the Company’s financial statements.


CL

AR

IS L

IFE

SC

IEN

CE

S L

IMIT

ED

Note

s to

th

e F

inan

cial

Sta

tem

ents

-

Note

6 :

Pro

per

ty, p

lan

t a

nd

eq

uip

men

t

(Ru

pee

s in

Lac

s)

Pa

rtic

ula

rs

Bu

ild

ing

s*

Pla

nt

&

Eq

uip

men

t

Fu

rnit

ure

&

Fix

ture

V

ehic

les

Off

ice

Eq

uip

men

t

Ele

ctri

cal

Inst

all

ati

on

s

Da

ta P

roce

ssin

g

Un

its

Tota

l

Ca

pit

al

work

-in

-

pro

gre

ss

Gro

ss c

arr

yin

g a

mou

nt

As

at

Ap

ril

1, 2

01

62

,35

9.8

0

55

5.6

0

24

8.5

9

53

0.2

5

10

0.8

3

13

3.0

0

25

1.2

4

4,1

79

.31

60

6.2

2

Ad

dit

ion

s1

,14

6.2

6

-

18

8.7

6

13

6.6

9

95

.00

98

.44

38

5.2

6

2,0

50

.41

1,6

25

.30

Dis

posa

l-

(23

0.8

8)

(0.6

0)

-

(0.2

2)

(22

.01

)

(0.5

2)

(25

4.2

3)

-

Cap

ital

ized

fro

m /

red

uct

ion

in

CW

IP-

-

-

-

-

-

-

-

(1,9

91

.33

)

As

at

Ma

rch

31

, 2

01

73

,50

6.0

6

32

4.7

2

43

6.7

5

66

6.9

4

19

5.6

1

20

9.4

3

63

5.9

8

5,9

75

.49

24

0.1

9

As

at

Ap

ril

1, 2

01

73

,50

6.0

6

32

4.7

2

43

6.7

5

66

6.9

4

19

5.6

1

20

9.4

3

63

5.9

8

5,9

75

.49

24

0.1

9

Ad

dit

ion

s-

-

-

-

-

-

-

-

-

Dis

posa

l-

(21

2.4

5)

-

-

-

-

-

(21

2.4

5)

-

Pu

rsu

ant

to C

om

posi

te s

chem

e of

arra

ngem

ent

(Ref

er N

ote

41

)(3

,50

6.0

6)

(11

2.2

7)

(43

6.7

5)

(66

6.9

4)

(19

5.6

1)

(20

9.4

3)

(63

5.9

8)

(5,7

63

.04

)

(24

0.1

9)

As

at

Ma

rch

31

, 2

01

8-

-

-

-

-

-

-

-

-

Acc

um

ula

ted

dep

reci

ati

on

As

at

Ap

ril

1, 2

01

61

5.7

6

20

5.0

6

20

6.1

9

13

5.0

2

93

.45

94

.35

18

6.6

4

93

6.4

7

-

Dep

reci

atio

n f

or

the

yea

r7

4.1

2

25

.66

27

.72

76

.75

7.9

9

21

.14

54

.71

28

8.0

9

-

Dis

posa

l-

(17

2.2

8)

(0.2

6)

-

(0.2

2)

(10

.37

)

(0.4

9)

(18

3.6

2)

-

As

at

Ma

rch

31

, 2

01

78

9.8

8

58

.44

23

3.6

5

21

1.7

7

10

1.2

2

10

5.1

2

24

0.8

6

1,0

40

.94

-

As

at

Ap

ril

1, 2

01

78

9.8

8

58

.44

23

3.6

5

21

1.7

7

10

1.2

2

10

5.1

2

24

0.8

6

1,0

40

.94

-

Dep

reci

atio

n f

or

the

yea

r-

10

.31

-

-

-

-

-

10

.31

-

Dis

posa

l-

(37

.97

)

-

-

-

-

-

(37

.97

)

-

Pu

rsu

ant

to C

om

posi

te s

chem

e of

arra

ngem

ent

(Ref

er N

ote

41

)(8

9.8

8)

(30

.78

)

(23

3.6

5)

(21

1.7

7)

(10

1.2

2)

(10

5.1

2)

(24

0.8

6)

(1,0

13

.28

)

-

As

at

Ma

rch

31

, 2

01

8-

-

-

-

-

-

-

-

-

Net

ca

rry

ing

am

ou

nt

As

at

Ma

rch

31

, 2

01

8-

-

-

-

-

-

-

-

-

As

at

Ma

rch

31

, 2

01

73

,41

6.1

8

26

6.2

8

20

3.1

0

45

5.1

7

94

.39

10

4.3

1

39

5.1

2

4,9

34

.55

24

0.1

9

* T

he

bu

ild

ing h

ave

bee

n p

led

ged

as

secu

rity

for

the

loan

tak

en b

y t

he

Com

pan

y d

uri

ng t

he

yea

r en

ded

Mar

ch 3

1, 2

01

7.




Note 7 : Investment property

(Rupees in Lacs)

Particulars Building

Gross carrying amount

As at April 1, 2016 182.25

Additions -

Deductions -

As at March 31, 2017 182.25

As at April 1, 2017 182.25

Additions -

Deductions -

Pursuant to Composite scheme of arrangement (Refer Note 41) (182.25)

As at March 31, 2018 -

Accumulated depreciation

As at April 1, 2016 1.22

Depreciation for the year 4.34

Deductions -

As at March 31, 2017 5.56

As at April 1, 2017 5.56

Depreciation for the year -

Deductions -



Net carrying amount


As at March 31, 2017 176.69

Information regarding income and expenditure of Investment property (Rupees in lacs)

Particulars Year ended March 31, 2018 Year ended March 31, 2017

Rental income derived from Building - 16.82

Direct operating expenses (including repairs and maintenance) generating rental income - 6.20

Direct operating expenses (including repairs and maintenance) that did not generate - -

rental income

Profit arising from investment property before depreciation and indirect expenses - 10.62

Less : Depreciation - 4.34

Profit arising from investment property before indirect expenses - 6.28

Fair value hierarchy disclosures for investment property are in Note 30.

Fair value of the Investment property are as under: (Rupees in Lacs)

Fair value Building

As at April 1, 2016 182.25

Changes in fair value -

Purchases -

As at March 31, 2017 182.25


Changes in fair value -

Purchases -


The Company has no restrictions on the realisability of its investment property and no contractual obligations to construct or develop investment

property or for repairs, maintenance and enhancements.




Note 8 : Intangible assets

(Rupees in Lacs)

Particulars Software

Gross carrying amount

As at April 1, 2016 199.90

Additions -

Deductions -

As at March 31, 2017 199.90

As at April 01, 2017 199.90

Additions -

Deductions -



Accumulated amortisation

As at April 1, 2016 93.22

Amortisation for the year 39.98

Deductions -

As at March 31, 2017 133.20

As at April 01, 2017 133.20

Amortisation for the year -

Deductions -



Net carrying amount


As at March 31, 2017 66.70

As at April 1, 2016 106.68




Note 9 : Investments

(Rupees in Lacs)

Particulars As at

March 31, 2018***

As at

March 31, 2017

Non-Current investments

(i) Investment at Cost

In Equity Instruments

(a) Of Subsidiaries, unquoted

Claris Lifesciences Venezuela C.A. 0.35 0.35

1,000 (PY 1000) Common Shares of Bolivars 1,000 each fully paid-up

Less : Provision for diminution in value, other than temporary (0.35) -

Claris Lifesciences Indonesia, PT 45.10 45.10

100,000 (PY 100,000) Ordinary Shares of Indonesia Rupiah 9,108 each fully paid-up

Less : Provision for diminution in value, other than temporary (45.10) -45.10

Claris Lifesciences & Cia Chile Limitada 28.52 28.52

100% (PY 100%) of Social Rights

Less : Provision for diminution in value, other than temporary (28.52) -

Catalys Venture Cap Limited, Mauritius - 504.93

Nil (PY 1,140,600) Ordinary Shares of US$ 1 each fully paid-up

Claris Produtos Farmaceuticos do Brazil Ltda, - 935.03

NIL (PY 4,642,248.46) Quotas of Brazilian Real 1 each fully paid-up

Claris Lifesciences Colombia Ltda - 73.71

Nil (PY 271,661) Quotas of Colombian Pesos 1,000 each fully paid-up

Icubix Infotech Limited - 4.99

Nil (PY 49,940) Equity Shares of Rs.10 each fully paid-up.

OGEN Nutrition Limited - 4.99

Nil (PY 50,000) Equity Shares of Rs. 10 each fully paid-up.

Claris Infrastructure Limited - 4.99

Nil (PY 50,000) Equity Shares of Rs. 10 each fully paid-up.

Claris Middle East FZ-LLC - 213.72

Nil (PY 1250) Equity Shares of AED 1,000 each fully paid-up.

Claris Capital Limited

- Nil (PY 2,500,000) Equity Shares of Rs. 10 each fully paid-up - 250.00

- 2,082.00

- 4,103.23

(b) Of Associate, unquoted

Otsuka Pharmaceuticals Private Limited (Formerly known as Claris Otsuka Private Limited)

Nil (PY 2,000,000) Equity Shares of Rs. 10 each fully paid-up. - 200.00

- 200.00

- Nil (PY 20,820) Zero Coupon Compulsory Convertible Debentures of Rs. 10,000 each fully paid-up

[considered as equity component in accordance with Ind AS 32]




(ii) Investments at fair value through Profit and Loss (FVTPL)

Investment in Equity shares - Unquoted

Claris Lifesciences de Mexico SA de CV ** - 2.00

50 (PY 50) Ordinary Shares of Mexican Pesos 1000 each fully paid-up

(In previous year, it is a step down subsidiary)

India Renal Foundation - 1.94

Nil (PY 19,400) Equity Shares of Rs. 10/- each fully paid

- 3.94

Total Non-current investment - 4,307.17

Current Investments

(i) Investments at fair value through Other Comprehensive Income (FVTOCI)

(a) Investments In Bonds and debentures - Quoted

IDBI Limited - 1,992.68

Edelweiss Asset Reconstruction - 2,571.00

Nil (PY 2,500) units of 10.50% Non-Convertible Debenture of Rs.100,000 each

Bank of India - 1,494.24

Total Investments In Bonds and debentures - Quoted - 6,057.92

(b) Investments in Preference shares - Quoted

IL and FS Transportation Networks Limited - 1,006.97

Nil (PY 5,000,000) units of 10.53% Cumulative Non-Convertible Compulsorily Redeemable

Preference Shares of Rs. 20 each, fully paid up

Total Investments in Preference shares - Quoted - 1,006.97

Total Investment at FVTOCI - 7,064.89

(ii) Investment carried at amortised cost

Investments in Corporate deposit

Mahindra & Mahindra Financial Services Ltd - 2,000.00

Total Investment carried at amortised cost - 2,000.00

(iii) Investments at fair value through Profit and Loss (FVTPL)

(a) Investments in Mutual fund-Quoted

Nil (PY 11,057.75) units of Reliance Liquid Fund - 437.22

- 529.16

Nil (PY 20,000,000) units of Kotak Mahindra MF (FMP) SR 131 - 2,713.34

- 258.32

- 239.52

- 996.58

- 199.31

- 485.65

- 500.52

Total Investments in Mutual fund-Quoted - 6,359.62

Nil (PY 200) units of 11.09% Unsecured subordinated Non-Convertible Bonds of Rs. 1000,000

each

Nil (PY 150) units of 9.95% Unsecured subordinated Non-Convertible Bonds of Rs. 1,000,000 each

Nil (PY 1,813,150.824 ) units of IDFC Government Securities Fund PF Plan Growth

Nil (PY 31,706.953) units of Principal Cash Management Fund -Growth Option

Nil (PY 7,206,168.4802) units of SBI Corporate Bond Fund - Regular Plan - Dividend*

Nil (PY 1,722,860.638) units of SBI Saving Fund - Regular Plan - Dividend

Nil (PY 472,089.667) units of SBI Pharma - Regular Plan - Dividend*

Nil (PY 1,352,104.1444) units of SBI BLUE CHIP FUND- REGULAR PLAN - DIVIDEND*

Nil (PY 880,514.2203) units of SBI Magnum Balanced Fund - Regular Plan - Dividend*




(b) Investments in Alternate Investment fund (AIF) - Unquoted

Nil (PY 661,503) units of Kedaara Capital AIF 1 - 70.37

IIFL Real Estate Fund Domestic (Series II) - 2,000.00

Nil (PY 250) units of Carpedium Capital AIF - 25.00

Reliance Yield Maximizer AIF - Scheme 1 - 750.52

Nil (PY 333,333) units of Kae Capital Management Pvt.Ltd. - 33.33

Nil (PY 5,000) units of Edelweiss Stressed and Troubled Assets Revival Fund - I - 419.17

Total Investments in Mutual fund- Unquoted - 3,298.39

Total Investment carried at FVTPL - 9,658.00

Total Current investments - 18,722.89

- Aggregate value of quoted investments and market value thereof - 13,424.51

- Aggregate value of unquoted investments 73.97 9,650.66

- Aggregate amount of impairment in value of investments (73.97) (45.10)

* These Investments are pledged with Bank for securing credit facilities obtained by one of the subsidiary companies as at March 31, 2017.

** Cost of Investment in ordinary shares of Claris Lifesciences de Mexico SA de CV is Rs.2 lacs and is classified as financials assets at

fair value through profit or loss. Loss of Rs.2 lacs on fair valuation of investment is recognised in statement of profit and loss.

*** From appointed date April 1, 2017, Investments of Rs.21,995.45 lacs has been transferred to Altheon Enterprises Limited pursuant

to composite scheme of arrangement (Refer Note 41).

Notes:

The performance of the long-term investments were being monitored by the Company on a continuous basis and based on review undertaken of adjustments

necessary to the carrying value of these investments, the Company during the year ended March 31, 2018 has recognised a provision for diminution, other than

temporary, of Rs.30.86 lacs.




Note 10 : Trade receivables

(Rupees in Lacs)

Particulars As at

March 31, 2018

As at

March 31, 2017

(Unsecured and current)

Trade receivables - considered good (Refer Note below) 58.10 2,296.18

Trade receivables - credit impaired 3,527.84 6,097.50

Less : Allowance for doubtful receivables (3,527.84) (6,097.50)

58.10 2,296.18

Summary of movement in allowance for doubtful trade receivables

(Rupees in Lacs)

ParticularsAs at March 31, 2018 As at March 31, 2017

Balance at the beginning of the year 6,097.50 5,307.45

Movement during the year, net (including Rs.- 2,246.03 lacs in discontinued operation) (1,823.16) 790.05

Less : Write off of bad debts (746.50) 0.00

Balance at the end of the year 3,527.84 6,097.50

Note 11 : Loans

(Rupees in Lacs)

Particulars As at

March 31, 2018

As at

March 31, 2017

[Unsecured, current and considered good, unless otherwise stated]

Current

Financial assets

Debt component of Investment in preference shares of a subsidiary - 48,400.00

Loans to related parties - 214.94

Loans to Employees - 337.03

Loans to others - 595.00

- 49,546.97

Doubtful

Loans and advances to related parties - Credit impaired 30.32 33.75

Provision for doubtful loans and advances to related parties (30.32) (33.75)

- -

- 49,546.97

Note 12 : Other Non Current / Current financial assets

(Rupees in Lacs)

Particulars As at

March 31, 2018

As at

March 31, 2017

[Unsecured and considered good, unless otherwise stated]

Non-current

Security & tender deposits - 37.83

- 37.83

Current

Interest accrued 0.92 1,066.34

Other accrued income 130.70 231.61

Amount due from a subsidiary company towards slump sale of injectable business - 3,895.00

Receivable from related parties - 66.33

131.62 5,259.28

131.62 5,297.11

Note : In line with International Supply Facilitation Agreement executed with Claris Otsuka Private Limited and Amended and Restated International Supply

and Marketing Agreement with Claris Injectables Limited, there being no liability and risk of pass through creditors with the company, the said Debtors and

creditors balances for pass through business has been shown as net-off.




Note 13 : Cash and Bank balances & Other Bank balance

(Rupees in Lacs)

Particulars As at

March 31, 2018 As at

March 31, 2017

Cash and cash equivalents

Cash on hand - 8.56

Balance with Bank

In Current accounts 6.88 2,013.83

In Deposit Account (with original maturity upto 3 months) - 193.99

Total cash and cash equivalents 6.88 2,216.39

Other bank balance

Unclaimed share application money lying in escrow account 0.17 0.18

Unpaid dividend accounts 7.50 5.80

Deposits given as margin money 23.93 0.25

31.60 6.23

38.48 2,222.62

Note 14 : Other Non-current / Current assets

(Rupees in Lacs)

Particulars As at

March 31, 2018

As at

March 31, 2017


Non-current

Capital advances - 1,150.42

- 1,150.42

Current

Advance to suppliers 0.91 1,460.61

Advances to employees - 24.65

Balance with Government authorities 325.98 165.51

Other current assets - 25.50

326.89 1,676.27

326.89 2,826.69




Note 15 : Share Capital

(Rupees in Lacs)

Particulars As at

March 31, 2018

As at

March 31, 2017

Authorised

120,510,000 Equity shares of Rs.10 each 12,051.00 12,051.00

Issued, Subscribed, & Paid up :

54,567,765 Equity shares of Rs. 10 each fully paid - up 5,456.78 5,456.78

5,456.78 5,456.78

(i) Reconciliation of number of equity shares outstanding at the beginning and at the end of the reporting year :

(Rupees in Lacs)

Particulars

Numbers Amount Numbers Amount

As at beginning of the year 54,567,765 5,456.78 54,567,765 5,456.78

Issued during the year - - - -

Bought back during the year - - - -

Outstanding at the end of the year 54,567,765 5,456.78 54,567,765 5,456.78

(ii) Rights, Preferences and Restrictions attached to equity shares

(Rupees in Lacs)

Particulars As at

March 31, 2018

As at

March 31, 2017

(iii) Equity Shares held by Holding Company

Altheon Enterprises Limited * Nos. 39,154,065 -

% 71.75 -

Athanas Enterprise Private Limited Nos. - 27,353,580

% - 50.13

(iv) Shareholders holding more than 5% of total equity shares


% 71.75 -


% - 50.13

Claris Holdings Private Limited Nos. 13,125,000 -

% 24.05 -

(v)

Year ended March 31, 2017 Year ended March 31, 2018

The Company has only one class of equity shares having a face value of Rs.10 per share. Each shareholder is eligible for one vote per

equity share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after

distribution of all the preferential amounts, in the proportion of their shareholding.

During the period ended on March 31, 2015, the company had bought back 92,50,000 equity shares of the face value of Rs. 10 each

(representing 14.49 % of the total equity share capital of the Company) at the price of Rs.250 per equity share aggregating to Rs.23,125

Lacs which is less than 25% of the aggregate of equity share capital and free reserves of the Company as per audited financial statements

of the Company for the financial year ended December 31, 2012 through “Tender Offer” route as prescribed under the Securities and

Exchange Board of India (Buy-Back of Securities) Regulations, 1998.

* With effect from appointed date April 1, 2016 and April 1, 2017, Equity shares of the Company held by Athanas Enterprises Private

Limited and Abellon Enteprises Limited are transferred to Altheon Enterprises Limited pursuant to the Composite scheme of arrangement

(Refer Note 41). As the scheme has became effective from November 1, 2018, regulatory filling and other regulatory requirement for

transfer of shares in the name of Altheon Enterprises Limited is in process.




Note 16 : Other equity

(Rupees in Lacs)

Particulars As at

March 31, 2018

As at

March 31, 2017

Capital Redemption Reserve

Balance as per last balance sheet 1,425.00 1,425.00

Less : Pursuant to Composite scheme of arrangement (Refer Note 41) (1,425.00) -

- 1,425.00

Securities Premium Reserve



- 12,384.62

General Reserve



- 5,173.94

Surplus / (Deficit) in the Statement of Profit and Loss



Add : Net profit/(loss) for the year 933.63 1,155.56

Add : Component of other comprehensive income

Re-measurement gains / (losses) on defined benefit plans for the year - (28.53)

Income tax effect - 9.87

Less : Appropriations

(1,091.36) (1,091.36)

Income tax effect (222.17) (222.17)

(5,386.34) 49,544.04

(5,386.34) 68,527.59

Component of other comprehensive income

(Rupees in Lacs)

ParticularsAs at

March 31, 2018

As at

March 31, 2017

Net gain / (loss) on FVOCI debt instruments

Opening balance 43.39 64.64

Add / (Less) :

Net gain/(loss) on FVTOCI debt instruments for the year - 16.73

Pursuant to Composite scheme of arrangement (Refer Note 41) (43.39) -

Income tax effect (37.99)

Closing balance - 43.39

- 43.39

Total (5,386.34) 68,570.99

Nature and purpose of reserves

Capital Redemption Reserve: The Company has recognised Capital Redemption Reserve on buyback of equity shares from its retained earnings. The amount of

Capital Redemption Reserve is equal to nominal amount of the equity shares bought back.

Security Premium Reserve: The amount received in excess of face value of the equity shares, in relation to issuance of equity, is recognised in Security Premium

Reserve

General Reserve: The Company has transferred a portion of net profit of the company before declaring dividend to general reserve pursuant to the earlier provisions

of the Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.

Net gain / (loss) on FVOCI debt instruments: This represents cumulative gain and losses arising on the revaluation of debt instruments measured at fair value

through other comprehensive income that has been recognised in other comprehensive income, net of amount reclassified to profit or loss when such debt instruments

are disposed off and impairment losses on such instruments..

Dividend [Rs. 2 per share (Previous year : Rs.2)]




Note 17 : Borrowings

(Rupees in Lacs)

Particulars As at

March 31, 2018

As at

March 31, 2017

Non-current

Secured

Term Loans

From Bank - 1,483.94

Vehicle Loans

From Bank - 174.41

- 1,658.35

Notes:

Note 18 : Trade payables

(Rupees in Lacs)

ParticularsAs at

March 31, 2018

As at

March 31, 2017

Current

Due to micro, small and medium enterprise (Refer Note below) - -

Due to others 192.04 6,076.75

192.04 6,076.75

Note 19 : Other financial liabilities

(Rupees in Lacs)

ParticularsAs at

March 31, 2018

As at

March 31, 2017

Current

- Term loans from Bank - 378.00

- Vehicle loans - 119.36

Interest accrued but not due on borrowings - 18.48

Payables on purchase of Capital goods - 42.41

Security Deposits - 1,848.68

Unpaid Dividend 7.50 5.80

Unclaimed Share Application Money 0.17 0.18

Payable to related parties 1,993.01 7,897.73

Other financial liabilities 3.00 155.19

2,003.68 10,465.83

a. Vehicle loans from banks and finance companies as at March 31, 2017 are secured by hypothecation of respective vehicles.

b. The term loan as at March 31, 2017 is secured by equitable mortgage on the one of the Company's immovable property.

c. Rate of interest on the above loans ranges between 10% to 14%. p.a.

Current maturities of long-term borrowings

*Note: There is no amount due and outstanding as at the Balance Sheet date to be credited to Investor Education and Protection Fund.

Note : There are no Micro, Small and Medium Enterprises, to whom the Company owes dues (including interest on outstanding dues) which are

outstanding as at the Balance Sheet date. The above information has been determined to the extent such parties have been identified on the basis of

information available with the Company.




Note 20 : Provisions

(Rupees in Lacs)

ParticularsAs at

March 31, 2018

As at

March 31, 2017

Non-current

Provision for Gratuity - 154.05

Provision for Leave encashment - 354.72

- 508.77

Current

Provision for Gratuity - 12.76


- 30.84

- 539.61

Note 21 : Other current liabilities

(Rupees in Lacs)

ParticularsAs at

March 31, 2018

As at

March 31, 2017

Advance from customers 135.47 972.27

Payables to statutory and other authorities 1.11 59.75

136.58 1,032.02




Note 22 : Other income

(Rupees in Lacs)

For the year ended For the Year ended

March 31, 2018 March 31, 2017

Interest income 0.92 -

Profit on Sales of Assets (Net of Losses) 725.52 -

Surplus on recovery of power & fuel charges 40.79 461.58

Refund from UGVCL - 111.04

Income from renewable energy certificates 238.94 263.36

Sale of solar power 235.27 308.17

Sundry balance written back 68.01 -

Miscellaneous income 23.93 44.50

1,333.38 1,188.65

Note 23 : Depreciation and amortisation expenses

(Rupees in Lacs)


March 31, 2018 March 31, 2017

Depreciation on property, plant & equipment 10.31 13.83

10.31 13.83

Note 24 : Other expenses

(Rupees in Lacs)


March 31, 2018 March 31, 2017

Traveling 962.39 -

Rates & taxes 0.25 -

Bad debts writte off 746.50

Provision for doubtful receivables utilised (746.50) - -

Provision for doubtful receivables 428.26 790.05

Loss on sale of investment in subsidiaries 537.72 -

Legal, professional & consultancy fees 191.35 -

Donations 12.00 30.15

Expenditure on corporate social responsibility 83.91 128.33

Payment to auditors (Refer Note 39) 19.05 33.20

Loss on fair vluation of investments at FVTPL 2.00 -

Provision for Dimunation in value of Investment in subsidiary 28.86 -

General charges 50.19 51.60

2,315.98 1,033.33

Particulars

Particulars

Particulars




Note 25: Discontinued operations

1) Disposal of Treasury & Investment Undertaking and Trading Undertaking:

2) Disposal of Injectables Business:

3) Disposal of Infusion Business:

Result of discontinued operations

(Rupees in Lacs, except earnings per share data)

ParticularsFor the year ended

on March 31, 2018

For the year ended

on March 31, 2017

Revenues 4,242.65 12,577.23

Operating expenses (1,034.79) (11,287.94)

Depreciation - (373.18)

Finance cost - (318.58)

Profit before tax from discontinued operations 3,207.86 597.53

Tax expenses (1,110.18) 360.22

Profit for the year from discontinued operations 2,097.68 957.75

Earning per equity share of Rs.10 each (basic and diluted) 3.84 1.76

54,567,765 54,567,765

Net cash generated from discontinued operations

(Rupees in Lacs)


on March 31, 2018

For the year ended

on March 31, 2017

Operating activities 2,097.68 -1,571.84

Investing activities - 2,801.63

Financing activities - 422.32

Net Cash flow 2,097.68 1,652.11

Pursuant to the Composite scheme of arrangement (Refer Note 41), Treasury and Investment Undertaking and Trading Undertaking of the Company are

transferred to Altheon Enterprises Limited along with all assets, liabilities and employees relating to the demerged undertaking on a going concern basis

w.e.f April 1, 2017 (appointed date). Hence, in line with Ind AS 105, operation of Treasury & Investment Undertaking and Trading Undertaking were

classified as discontinued operations for the year March 31, 2017.

During the previous year, the Company entered into an agreement, with the Baxter Group to transfer, through one or more transactions involving the

transfer of ownership of the subsidiary(ies), its 'Injectables Business' carried on by the Company in India and overseas, through its subsidiary Claris

Injectables Limited and other identified indirect subsidiaries of the Company. After signing of the share purchase agreement, the said transaction was

approved by the shareholders of the Company on February 17, 2017. Further, Pursuant to composite scheme of arrangement (Refer Note 41), ownership in

the form of investment in subsidiary(ies), Claris Injectables Limited and other identified indirect subsidiaries of the Company is transferred to Altheon

Enterprises Limited with effect from appointed date April 1, 2017. Considering the agreement with the Baxter Group and composite scheme of

arrangement, Company has classified its operation pertaining to 'Injectable Business' as discontinued operation for the year ended March 31, 2018 and

March 31, 2017 in line with Ind AS 105.

Pursuant to composite scheme of arrangement, ownership in the form of Investment in Associate company, Otsuka Pharmaceuticals India Private Limited

(Formerly known as Claris Otsuka Private Limited), is transferred to Altheon Enterprises Limited with effect from appointed date April 1, 2017 (Refer Note

41). On May 8, 2017, definitive agreement has been signed with Otsuka Pharmaceutical Factory Inc (Japan) ("Otsuka") to sale its 20% stake in Associate

company, Otsuka Pharmaceuticals India Private Limited (Formerly known as Claris Otsuka Private Limited). Considering the composite scheme of

arrangement and definitive agreement, Company has classified its operation pertaining to 'Infusion' Business' as discontinued operation for the year ended

March 31, 2018 and March 31, 2017 in line with Ind AS 105.

Weighted average number of equity shares of Rs.10 each used for calculation of basic and diluted

earnings per share

In Previous year, the assets classified as held for sale pertains to investment in equity shares of its subsidiary CIL Rs.5 lacs. There are no associated

liabilities that could be classified as held for sale.




Note 26 : Income taxes

1 Components of Income tax expense

The major component of Income tax expense for the year ended on March 31, 2018 and March 31, 2017 are as follows:

(Rupees in Lacs)

Particulars

Statement of Profit and Loss (Including discontinued operations)

Current tax

Current income tax - 75.21

Adjustment of tax relating to earlier years 449.77 -

Deferred tax

Deferred tax expense 831.55 (491.75)

1,281.32 (416.54)


Deferred tax on

Net loss/(gain) on actuarial gains and losses - (9.87)

Debt instruments carried at FVTOCI - 37.99

- 28.12

Income tax expense as per the statement of profit and loss 1,281.32 (388.42)

2 Reconciliation of effective tax rate

(Rupees in Lacs)

Particulars

Profit before tax from continuing and discontinued operations 2,214.95 739.02

Tax @ 34.608% 766.55 255.76

Adjustments for:

Expenses not allowed as deduction 52.09 33.55

Deferred tax not recognised considering non-existence of probable certainty of future taxable capital profit 136.35 159.89

Profit / (Loss) covered under higher and lower tax rate (123.43) (224.39)

Income on which tax not required to be paid - (561.72)

Impact of current tax of earlier years 449.77 (79.63)

Tax expense / (benefit) 1,281.32 (416.54)

3 Movement in deferred tax assets and liabilities

For the year ended on March 31, 2018

(Rupees in Lacs)

ParticularsAs at April 1,

2017

Pursuant to

Composite

scheme of

arrangement

(Refer Note 41)

Credit/(cha

rge) in the

Statement

of Profit

and Loss

As at

March 31,

2018

Deferred tax assets/(liabilities)

Accelerated depreciation for tax purposes 63.50 (121.27) 57.76 - -

Deferred tax expense on fair valuation of investment (104.96) 104.96 - - -

Provision for doubtful debt 2,122.81 (75.94) (825.95) - 1,220.91

Expenditure allowable on payment basis 211.01 (211.01) - - -

Expenditure allowable over the period - - - - -

Unused tax credit 63.36 - (63.36) - -

2,355.71 (303.26) (831.55) - 1,220.91

For the Year ended

March 31, 2018

For the Year ended

March 31, 2017

For the Year ended

March 31, 2018

For the Year ended

March 31, 2017

Credit/(charge) in

Other Comprehensive

Income




For the year ended on March 31, 2017

(Rupees in Lacs)

ParticularsAs at April 1,

2016

As at

March 31,

2017

Deferred tax assets/(liabilities)

Accelerated depreciation for tax purposes (450.20) 63.50

Deferred tax income on fair valuation of PPE 722.04 -

Deferred tax expense on fair valuation of investment (298.82) (104.96)

Provision for doubtful debt 1,702.67 2,122.81

Expenditure allowable on payment basis 148.49 211.01

Expenditure allowable over the period 67.89 -

MAT credit entitlement - 63.36

1,892.07 2,355.71

4 Current tax assets and liabilities

(Rupees in Lacs)

Particulars

Non-current

Current tax assets 626.74 801.83

626.74 801.83

As at March 31, 2017As at March 31, 2018

231.84 (37.99)

420.14 -

52.64 9.87

Credit/(charge) in the

Statement of Profit and Loss

Credit/(charge) in

Other Comprehensive

Income

513.71 -

(722.04) -

(67.89) -

63.36 -

491.77 (28.12)




Note 27 : Employee benefits

A. Defined contribution plans:

The Company deposits amount of contribution to government under PF and other schemes operated by government.

Amount of Rs. Nil (March 31, 2017 : Rs. 33.49 Lacs) is recognised as expenses and included in Note 25 "Employee benefit expense"

(Rupees in Lacs)

Particulars For the Year ended

March 31, 2018

For the Year ended

March 31, 2017

Provident and other funds - 33.49

- 33.49

B. Defined benefit plans:

The Company has following post employment benefits which are in the nature of defined benefit plans:

(a) Gratuity

Changes in defined benefit obligation and plan assets (Rupees in Lacs)

Gratuity - Defined benefit obligation

Opening Balance 166.81 142.26

Transferred pursuant to Composite scheme of arrangement (Refer Note 41) (166.81)

Gratuity cost charged to statement of profit and loss

Service cost - 19.51

Net interest expense - 10.94

Transfer in / (out) obligation - (11.54)

Sub-total included in statement of profit and loss - 18.92

Benefit paid - (22.90)

Remeasurement gains/(losses) in other comprehensive income

Return on plan assets (excluding amounts included in net interest expense)

- -

Actuarial changes arising from changes in demographic assumptions - -

Actuarial changes arising from changes in financial assumptions - 10.89

Experience adjustments - 17.64

Sub-total included in OCI - 28.53

Defined benefit obligation - 166.81

Fair value of plan assets - -

Total benefit liability - 166.81

The principal assumptions used in determining above defined benefit obligations for the Company’s plans are shown below:

(Rupees in Lacs)

Discount rate - 7.35%

Future salary increase - 6.00%

Attrition rate -

3% at younger ages

reducing to 1% at

older ages

Mortality rate during employment -

Indian assured lives

Mortality(2006-08)

The Company operates gratuity plan wherein every employee is entitled to the benefit as per scheme of the Company, for each completed year of service. The

benefit vests only after five years of continuous service, except in case of death/disability of employee during service. The vested benefit is payable on separation

from the Company, on retirement, death or termination.

As at March 31, 2018 As at March 31, 2017


March 31, 2018

For the Year ended

March 31, 2017




A quantitative sensitivity analysis for significant assumption is as shown below:

Gratuity (Rupees in Lacs)


March 31, 2018

For the Year ended

March 31, 2017

Gratuity

0.5% increase - 8.48

0.5% decrease - (9.20)

0.5% increase - (2.73)

0.5% decrease - 2.57

10% increase - (2.76)

10% decrease - 2.89

The followings are the expected future benefit payments for the defined benefit plan :

(Rupees in Lacs)

For the Year ended

March 31, 2018

For the Year ended

March 31, 2017

Gratuity

Within the next 12 months (next annual reporting period) - 12.76

Between 2 and 5 years - 32.92

Beyond 5 years - 65.32

Total expected payments - 111.00

Weighted average duration (years) of defined plan obligation (based on discounted cash flows)

For the Year ended

March 31, 2018

For the Year ended

March 31, 2017

Gratuity - 22.07

C. Other Long term employee benefit plans

Leave encashment

Particulars

(Increase) / decrease in defined benefit obligation

(Impact)

Sensitivity level

Discount rate

Salary increase

Withdrawal Rates

Particulars

Salaries, Wages and Bonus include Rs.Nil (March 31, 2017 : Rs.194.31 Lacs) towards provision made as per actuarial valuation in respect of accumulated leave

encashment/compensated absences.




Note 28: Related Party transactions

Related party disclosures, as required by Ind AS 24, ” Related Party Disclosures”, are given below.

(A) Particulars of related parties and nature of relationships

Name of the related parties

A. Holding company D. Fellow Subsidiary companies (from April 1, 2017)

Athanas Enterprise Private Limited (up to March 31, 2017) Claris Holding Private Limited

Altheon Enterprises Limited (from April 1 , 2017) Dorizoe Lifesciences Inc.

Abellon EPC & Technologies Limited

B. Subsidiary companies Abellon Power Limited

PT Claris Lifesciences Indonesia Abellon CleanEnergy Limited

Claris Produtos Farmaceuticos Do Brazil Limitada (up to December 28, 2017) Abellon Solarenergy Limited

Claris Lifesciences Venezuela C.A Abellon Eco Equipment Limited

Claris Lifesciences Cia Chile Limitada Abellon Co-Gen Limited

Claris Infrastructure Limited (upto March 31, 2017) Abellon CleanEnergy Gandhidham Limited

Ogen Nutrition Limited (upto March 31, 2017) Poornakumbha Gramin Development Foundation

iCubix Infotech Limited (upto March 31, 2017) Wastefuels Limited

Goodwatts WTE Solar Modasa Private Limited

C. Fellow Subsidiary companies (From April 1, 2017) Goodwatts WTE Ahmedabad Private Limited

(Following companies are subsidiary / Step down subsidiary companies up to Goodwatts WTE Vadodara Private Limited

March 31, 2017) Goodwatts WTE Surat Private Limited

Claris Capital Limited Goodwatts WTE Botad Private Limited

Catalys Venture Cap Limited Goodwatts WTE Jamnagar Private Limited

Claris Middle East FZ LLC Goodwatts WTE Rajkot Private Limited

Claris SteriOne Goodwatts WTE Solar Modasa 2 MW Private Limited

Claris Lifesciences Colombia Ltds Abellon Cleanenergy Ghana Limited

Claris Lifesciences De Mexico SA de CV Ashlar Holding B. V.

Claris Injectables Limited (upto July 26, 2017) Abellon Energy Inc.

Claris Pharmaservices (up to July 26, 2017) Abellon Energy Italy SRL

Claris Lifesciences Philippines Inc. (up to July 26, 2017) Abellon EPC & Trade FZE

Claris Lifesciences (UK) Limited (up to July 26, 2017) Cygnus Laboratories Limited

Claris Lifesciences (Aust) Pty. Limited (up to July 26, 2017) Xcelris Labs Limited

Claris Lifesciences Inc. (up to July 26, 2017)

ELDA International DMCC (up to July 26, 2017)

E. Fellow Associate Company (from April 1, 2017)

Otsuka Pharmaceutical India Private Limited (From April 1, 2017 to September 21, 2017) (formerly known as Claris Otsuka Private

Limited) (Associate company up to March 31, 2017)

Abellon Bambooworks Limited (From March 10, 2018)

F. Companies over which Key Management Personnel and their relatives are able to exercise significant influence

Poiesis Education Foundation Zivene Design and Development Private Limited (upto March 30, 2018)

Redbricks Education Foundation Suddhi Foundation

India Renal Foundation Abellon Agrisciences Limited

Orbitol Investments Private Limited

G. Key Management Personnel

Executive directors Non Executive directors

Mr. Arjun Handa Mr. Surrinder Lal Kapur

Mr. Chandrasingh S. Purohit Mr. Aditya S. Handa

Mr. Shyam Sharma (from May 20, 2017) Mr. Chetan S. Majmudar (up to May 20, 2017)

Mr. T. V. Ananthanarayanan

Company Secretary Mr. Anup P. Shah

Mr. Kirit H. Kanjaria Ms. Milina Bose

Mr. Amish Vyas (up to August 11, 2017)

Mr. Aditya Handa Mr.Sushilkumar Handa

Mrs. Krishna A. Handa Mrs. Beena Handa

H. Relatives of Key Management Personnel




(B) Related party transactions and balances

Terms and conditions of transactions with related parties

(Rupees in Lacs)

a) Transactions during the year

For the year

ended on March

31, 2018

For the year

ended on March

31, 2017

1

(i) Sales

587.97 2,569.94

(ii) Other operating income / Other income

Claris injectables Limited (Formerly known as Claris Lifesciences International Limited) 200.48 1,975.04

Otsuka Pharmaceuticals India Private Limited (Formerly known as Claris Otsuka Private Limited) - 1.96

2

- 80.00

Claris injectables Limited (Formerly known as Claris Lifesciences International Limited) - 1.96

3

To Subsidiary Company

Claris injectables Limited (Formerly known as Claris Lifesciences International Limited) - 2,740.70


4


Claris Infrastructure Limited - 60.14

5

From Subsidiary Company


Claris Capital Ltd - 4.80

6 Purchase of stock in trade

From Fellow Subsidiary Company

Claris injectables Limited (Formerly known as Claris Lifesciences International Limited) 934.95 4,810.87

From Fellow Associate Company

Otsuka Pharmaceuticals India Private Limited (Formerly known as Claris Otsuka Private Limited) (11.54) 804.95

7 Expense Reimbursed



Claris Lifesciences Philippines Inc. - 0.58



8 Sale of Property, plant and equipment

To Fellow Subsidiary Company

Claris Capital Limited 945.00 -

Services purchased

By Subsidiary Company

iCubix Infotech Limited

Through Associate Company

Rent received

Services rendered

To Associate Company

Rent paid

Sales and other operating income

To Fellow subsidiary Company

Claris Lifesciences Philippines Inc.

The sales to and purchases from related parties are made on terms equivalent to those that prevail in an arm’s length transactions. As at March 31,

2018, the Company carries an impairment of receivables and advances given to related parties amounting to Rs.428.71 lacs (March 31, 2017 :

Rs.425.32 lacs). The Company also carries an impairment of Investment in subsidiary company and fellow subsidiary company amounting to

Rs.75.97 lacs (PY : Rs.45.10 lacs). This assessment is undertaken each financial year through examining the financial position of the related party

and the market in which the related party operates.

The details of material transactions and balances with related parties (including those pertaining to discontinued operations) are given below:

Through Fellow Subsidiary Company




9 Sale of Investment


Catalys Venture Cap Limited 59.85 -

10

Short-term employee benefits - 198.85

Post employment benefits - 0.43

11

To non-executive directors 19.60 16.80

12 Advances granted/adjusted during the period

- 12.92

- 309.79

- 0.76

- 74.70

Claris Lifesciences de Mexico SA de CV - 2.34

13 Advances Recovered during the period

- 66.78

Claris Infrastructure Ltd - 637.30

14

1,993.01 -

15

Catalys Venture Cap Limited - 93.35

16

- 1,300.00

17 Donation given

To Company in which Key Management Personnel or their relatives are able to

exercise significant influence

Poiesis Education Foundation - 80.74

India Renal Foundation 3.55 8.62

Shuddhi Foundation Trust 10.00 -

18 Dividend received


19 Transfer (In) / Out of Liabilities



20 Purchase of Property, plant and equipment


21 Security deposit received



Investment made during the period

In debentures of Subsidiary Company


From Holding Company

Altheon Enterprises Limited

Advances returned/adjusted during the period

To Subsidiary Companies

Sitting Fees paid


Remuneration Paid

To Key Management Personnel*

Claris Middle East FZ-LLC

Claris Infrastructure Ltd






Advances Received / adjusted during the period

OGEN Nutrition Limited





22 Received against Outstanding of BTA

Claris Injectables Limited (Formerly known as Claris Lifesciences International Limited) - 1,955.00

(Rupees in Lacs)

As at

March 31, 2018

As at

March 31, 2017

1

- 112.85



Otsuka Pharmaceuticals India Private Limited (Formerly known as Claris Otsuka Private Limited) - 3,245.56

2

PT Claris Lifesciences Indonesia [Net of provision of Rs.398.35 lacs (PY : Rs.395.10 lacs)] - -

- 446.37

Claris Injectables Limited (Formerly known as Claris Lifesciences International Limited) - 10.89


3


4

- 6,643.23

- 1,247.87

5

- -

- 48,400.00

- 8.51

- 207.71

- 0.11

- 71.74

- 11.41

6

1,993.01 -

7

- 0.35

- 935.03

- 73.71

Claris Lifesciences de Mexico SA de CV [Net of fair valuation loss of Rs.2 lacs (PY : Nil)] - 2.00

- 28.52

- -

- 4.99

- 504.93

Claris Injectables Limited (Formerly known as Claris Lifesciences International Limited) - 5.00

- 5.00

- 4.99

- 213.72

- 250.00 Claris Capital Limited

PT Claris Lifesciences Indonesia [Net of provision of Rs.45.10 lacs (PY : 45.10 lacs)]


Investments Balance at the end of the period (net of provision)

In equity shares of Subsidiary Company

Claris Lifesciences Venezuela C.A. [Net of provision of Rs.0.35 lacs (PY : Nil)]

Claris Produtos Farmaceuticos do Brazil Limitada

Claris Lifesciences Colombia Limitada

Claris Lifesciences & Cia. Chile Limitada [Net of provision of Rs.28.52 lacs (PY : Nil)]



Catalys Venture Cap Limited

Claris Infrastructure Limited


To Key Management Personnel

PT Claris Lifesciences Indonesia [Net of provision of Rs.30.46 lacs (PY : 30.22 lacs)]


Claris Infrastructure Limited

Claris Lifesciences Inc.

Catalys Venture Cap Limited

Advances granted outstanding (net of provision)

To Subsidiary Companies

Claris Injectables Limited (Formerly known as Claris Lifesciences International Limited)

Claris SteriOne


Outstanding Receivables (net of provision)


b) Balances at the end of the year

Outstanding Payables



Accounts payables outstanding


Claris Lifesciences Philippines, Inc.

From Associate Company

On account of Sale of Business on Slump Sale


* Remuneration to Key Management Personnel during the year is paid by the Holding Company


Advances received outstanding






Otsuka Pharmaceuticals India Private Limited (Formerly known as Claris Otsuka Private - 200.00

Limited)

- 2,082.00

In equity shares of Company in which Key Management Personnel or their relatives

are able to exercise significant influence


8

- 50,484.74

9

- 1,750.00

Loans and advances

(Rupees in Lacs)

Name of Entity

Closing

balance

Maximum

amount

outstanding

during the year

Closing balance

Maximum

amount

outstanding

during the year

PT. Claris Lifesciences Indonesia 30.46 30.46 30.22 30.22

Loans to Subsidiary companies up to March 31, 2017

Claris Injectables Limited (Formerly known as Claris Lifesciences

International Limited)

- Debt component of investment in preference shares - - 48,400.00 48,400.00

Claris Middle East FZ-LLC - - 71.74 71.74

OGEN Nutrition Limited - - 8.51 8.51

Claris Infrastructure Limited - - 207.71 267.85

Claris Lifesciences Philippines, INC. - - - 0.58

All the loans & advances shown above are non-interest bearing.

Loans & Advances in the nature of loans given to subsidiary companies

Guarantees given on behalf

Claris Injectables Limited (Formerly known as Claris Lifesciences International

Security Deposit received

From Subsidiary Companies

Claris Injectables Limited (Formerly known as Claris Lifesciences International Limited)


Of Subsidiary Company

Note:

1) Loans to Subsidiaries and companies in which directors are interested have been given for business purpose.

2) Guarantees provided to the lenders of the subsidiaries are for availing term loans and working capital facilities from the lender banks.

3) Pursuant to Composite scheme of arrangement, Company has transferred net assets of Rs.73,577.42 lacs to Altheon Enterprises Limited with

appointed date April 1, 2017. Refer Note 41 for further information.


In equity shares of Associate Company

In debentures of Subsidiary Company




Note 29 : Financial assets and liabilities

Financial assets by category (Rupees in Lacs)

Particulars

Financial assets cost

Investments in

- Subsidiaries & Associate - 4,305.23

- 4,305.23

Financial assets at amortised cost

Investments in

- Corporate Deposit - 2,000.00

Trade receivables 58.10 2,296.18

Cash & cash equivalents (including other bank balances) 38.48 2,222.62

Loans - 49,546.97

Other financial assets

- Security and tender deposits - 37.83

- Interest accrued 0.92 1,066.34

- Other accrued income 130.70 231.61

- Amount due from a subsidiary company towards slump sale of injectable business - 3,895.00

- Receivable from related parties - 66.33

228.20 61,362.88

Financial assets at fair value through other comprehensive income

Investments in

- Bonds & debentures - Quoted - 6,057.92

- Preference shares - Quoted - 1,006.97

- 7,064.89

Financial assets at fair value through profit or loss

Investments in

- Mutual fund - Quoted - 6,359.62

- Mutual fund - Unquoted - 3,298.39

- Equity shares - Unquoted - 1.94

- 9,659.95

Total Financial assets 228.20 82,392.95

Financial liabilities by category (Rupees in Lacs)

Particulars

Financial liabilities amortised cost

Borrowings - 1,658.35

Trade payables 192.04 6,076.75

Other financial liabilities

- Current maturities of long-term borrowings - 497.35

- Interest accrued but not due on borrowings - 18.48

- Payables on purchase of fixed assets - 42.41

- Security Deposits - 1,848.68

- Unpaid Dividend 7.50 5.80

- Unclaimed Share Application Money 0.17 0.18

- Payable to related parties 1,993.01 7,897.73

- Other financial liabilities 3.00 155.19

2,195.72 18,200.92

Financial liabilities at fair value through profit or loss - -

2,195.72 18,200.92






Note 30 : Fair values

1 Carrying value and fair value

Given below is the comparison by class of the carrying value and fair value of the Company’s financial instruments.

(Rupees in Lacs)

As at March

31, 2018

As at March

31, 2017

As at March

31, 2018

As at March

31, 2017

Financial assets (1)

Investments in:

- Bonds & debentures - Quoted - 6,057.92 - 6,057.92

- Preference shares - Quoted - 1,006.97 - 1,006.97

- Corporate Deposit (including interest accrued) (fixed rate investment) - 2,612.95 - 2,633.19

- Mutual fund-Quoted - 6,359.62 - 6,359.62

- Mutual fund-Unquoted - 3,298.39 - 3,298.39

- Equity shares - Unquoted - 1.94 - 1.94

- 19,337.79 - 19,358.03

Financial Liabilities (1) & (2)

Borrowings (including current maturities of long-term borrowings)

- Term loan from bank (floating rate borrowings) - 1,861.94 - 1,861.94

- 1,861.94 - 1,861.94

2 Quantitative disclosures fair value measurement hierarchy for assets

Quantitative disclosures fair value measurement hierarchy for assets as at March 31, 2018 (Valuation date - March 31, 2018)

(Rupees in Lacs)

Particulars

Quoted prices in

active markets

(Level 1)

Total

Assets measured at fair value

Equity shares-Unquoted* - - 2.00 2.00

Assets disclosed at fair value - - - -

Assets carried at amortised cost - - - -

Fair value of this investment in equity shares is Nil.

Fair value measurement using

Significant unobservable

inputs

(Level 3)

Fair valueCarrying value

Significant observable

inputs

(Level 2)

(2)The management assessed that fair values for vehicle loan from bank would approximate their carrying values. This is due to the interest rates for

similar instruments (vehicle loans) have not changed significantly as at March 31, 2017 compared to the interest rates at which such vehicle loans have

been availed.

Particulars

(1)The management assessed that cash and cash equivalents, trade receivables, loans - current, other financial assets, trade payables, working capital

loan and other financial liabilities (excluding current maturities of long-term borrowings) approximate their carrying amounts largely due to the short-

term maturities of these instruments.




Quantitative disclosures fair value measurement hierarchy for assets as at March 31, 2017 (Valuation date - March 31, 2017)

(Rupees in Lacs)

Particulars

Quoted prices in

active markets

(Level 1)

Total


FVTPL investments

Mutual fund-Quoted 6,359.62 6,359.62

Mutual fund-Unquoted - 3,298.39

Equity shares-Unquoted - 1.94

FVTOCI investments

Bonds & debentures - Quoted 6,057.92 6,057.92

Preference shares - Quoted 1,006.97 1,006.97

Assets disclosed at fair value

Investment properties - 176.69

Assets carried at amortised cost

Corporate Deposit (including interest accrued) - 2,612.95

3 Quantitative disclosures fair value measurement hierarchy for liabilities

Quantitative disclosures fair value measurement hierarchy for liabilities as at March 31, 2018 (Valuation date - March 31, 2018)

(Rupees in Lacs)

Particulars

Quoted prices in

active markets

(Level 1)

Total

Liabilities disclosed at fair value - - - -

Quantitative disclosures fair value measurement hierarchy for liabilities as at March 31, 2017 (Valuation date - March 31, 2017)

(Rupees in Lacs)

Particulars

Quoted prices in

active markets

(Level 1)

Total

Liabilities disclosed at fair value

Borrowings (including current maturities of long-

term borrowings)

- Term loan from bank (floating rate borrowings) - 1,861.94




inputs

(Level 2)


inputs

(Level 2)

-


inputs

(Level 2)


-

176.69

-

3,298.39

1,861.94 -


inputs

(Level 3)


inputs

(Level 3)


inputs

(Level 3)

-

-

2,612.95

-

-

1.94

-

-

-




Note 31 : Financial risk management

1. Market Risk

Interest rate risk

Interest rate sensitivity

(Rupees in Lacs)

Particulars

March 31, 2018

Rupee borrowings

March 31, 2017

Rupee borrowings

Foreign currency risk

All amounts in Lacs

Particulars

March 31, 2018 March 31, 2017 March 31, 2018 March 31, 2017

Accounts Receivable

USD - 115.55 - 7,492.10

EUR - 13.57 - 939.59

GBP - 0.12 - 9.31

CHF - 0.10 - 6.49

AUD - 0.66 - 32.72

NZD - 0.02 - 0.77

Accounts Payable

USD - 136.33 - 8,839.31

EUR - 1.15 - 79.46

AUD - 0.01 - 0.37

NZD - 0.01 - 0.30

SEK - 0.69 - 4.98

CAD - 0.08 - 3.77

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The

Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities, i.e. when revenue or expense is

denominated in a foreign currency. However, the Company does not have any exposure in foreign currency as at March 31, 2018 and hence, foreign currency risk

is assessed at low.

Given below is the foreign currency exposure arising from the non derivative financial instruments:

Reporting Currency Amount (INR)Foreign Currency Amount

As at

The Company’s principal financial liabilities comprise of loans and borrowings, trade payables and other financial liabilities. The loans and borrowings are

primarily taken to finance and support the Company's operations. The Company’s principal financial assets include investments, loans, cash and cash equivalents,

trade receivables and other financial assets.

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The

Company’s senior management ensures that financial risk activities are governed by appropriate policies and procedures and that financial risks are identified,

measured and managed in accordance with the Company’s policies and risk objectives. It is the Company’s policy that no trading in financial instruments for

speculative purposes may be undertaken.

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises

three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk or Net asset value ("NAV") risk in case of investment in mutual

funds. Financial instruments affected by market risk include investments, trade receivables, trade payables, loans and borrowings and deposits.

The sensitivity analysis in the following sections relates to the position as at March 31, 2018 and March 31, 2017.

The sensitivity of the relevant profit and loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and

financial liabilities held at March 31, 2018 and March 31, 2017.

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. The

Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt obligations with floating interest rates.

However, the Company does not have long-term borrowings as at March 31, 2018 and hence, interest rate risk is assessed at low.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on loans and borrowings. With all other variables held constant,

the Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:

Increase/(decrease) in profit before

taxIncrease/(decrease) in basis points

+50

-50

-

-

(9.31)

9.31

+50

-50




(Rupees in Lacs)

ParticularsChange in EUR

rate

Change in USD

rate

March 31, 2018 5% 5%

-5% -5%

March 31, 2017 5% 5%

-5% -5%

Other market risks

(Rupees in Lacs)

ParticularsChange in

NSE/BSE index

Effect on profit

before tax

Effect on pre-tax

equity

As at March 31, 2018

Investment in mutual funds 10% - -

-10% - -

Investments in bonds, debentures and preference shares 10% - -

-10% - -


Investment in mutual funds 10% 80.83 -

-10% (80.83) -

Investments in bonds, debentures and preference shares 10% - 6.27

-10% - (6.27)

2 Credit Risk

Trade receivables

The Company's investments in various mutual funds, debentures and bonds are susceptible to market price risk arising from the uncertainty about future values /

future NAV values of such mutual funds, debentures, bonds and preference shares. The Company manages such risk through diversification of such investments.

Reports on the investment portfolio are submitted to the Company’s senior management on a regular basis that helps the senior management to take investment

decisions. The Company does not have any investments in Mutual fund, debentures and preference shares as at March 31, 2018 and hence, other market risks are

assessed at low.

Sensitivity impact

Cash deposits

-

(67.36)

67.36

-

43.01

(43.01)

-

-

Effect on profit before taxEffect on profit before tax

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in EUR and USD exchange rates, with all other variables held constant. The

impact on the Company’s profit before tax is due to changes in the fair value of monetary assets and liabilities. The Company’s exposure to foreign currency

changes for all other currencies is not material.

Trade receivables are non-interest bearing and are generally on 14 days to 90 days credit term. Credit limits are established for all customers based on internal

rating criteria. The Company has no concentration of credit risk as the customer base is widely distributed both economically and geographically.

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy.

Investments of surplus funds are made only with approved counterparties who meet the minimum threshold requirements under the counterparty risk assessment

process. The Company monitors the ratings, credit spreads and financial strength of its counterparties. Based on its on-going assessment of counterparty risk, the

group adjusts its exposure to various counterparties. The Company's maximum exposure to credit risk for the components of the Balance sheet as of March 31,

2018 and March 31, 2017 is the carrying amount as disclosed in Note 9 and 13 except for financial guarantees. The Company's maximum exposure for financial

guarantee is given in Note 33.

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) and from its financing activities, including deposits with banks and financial

institutions and foreign exchange transactions.

Customer credit risk is managed by the Company’s internal policies, procedures and control relating to customer credit risk management. Credit quality of a

customer is assessed based on an credit rating scorecard and credit limits are defined in accordance with this assessment. Outstanding customer receivables are

regularly monitored and any shipments to major customers are generally covered by letters of credit. As at March 31, 2018, there are no customer with balance

greater than Rs.100 lacs which are good. As at March 31, 2017, there were 8 customers with balances greater than Rs.100 lacs accounting for more than 82% of

the total amounts receivables. These amounts are after considering allowances for expected credit losses.

The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and

operate in largely independent markets.




3 Liquidity Risk

(Rupees in Lacs)

Particulars On demandLess than 3

months3 to 12 months 1 to 5 years > 5 years Total

As at year ended

March 31, 2018

Borrowings (including current

maturities of long-term borrowings)

- - - - - -

Trade & other payables - 192.04 - - - 192.04

Other financial liabilities 7.67 3.00 1,993.01 - - 2,003.68

As at year ended

March 31, 2017

Borrowings (including current

maturities of long-term borrowings)

153.64 187.15 544.87 1,888.22 - 2,773.88

Trade & other payables 5,748.74 328.01 - - - 6,076.75

Other financial liabilities 9,939.48 28.99 - - - 9,968.48

Note 32 : Capital Management

The capital structure of the Company consists of equity, debt, cash and cash equivalents. The Company's objective for capital management is to maintain the

capital structure which will support the Company's Strategy to maximize shareholder's value, safeguarding the business continuity and help in supporting the

growth of the Company.

The Company monitors its risk of shortage of funds through using a liquidity planning process that encompasses an analysis of projected cash inflow and outflow.

The Company’s objective is to maintain a balance between continuity of funding and flexibility largely through cashflow generation from its operating activities

and the use of bank loans. The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has

access to a sufficient variety of sources of funding.

The table below summarises the maturity profile of the Company's financial liabilities (including future interest payable) based on contractual undiscounted

payments.




Note 33 : Contingent Liabilities

(Rupees in Lacs)

As at As at

March 31, 2018 March 31, 2017

a. Claim against the company not acknowledge as debts 1,954.13 2,491.21

b. Disputed demand under :

(i) Income tax 335.25 354.20

(ii) Sales tax 48.12 47.71

(iii) Excise duty 14.87 92.19

(iv) Regulatory - 10,400.00

c. Contractual obligation for reimbursement of disputed tax demand 895.38 -

d. Bills discounted - 147.86

e. Bank guarantees 23.93 -

f. Guarantees given by the company - 50,484.74

Note 34 : Commitments & Obligations

(Rupees in Lacs)

As at As at

March 31, 2018 March 31, 2017

- 226.16

Note 35 : Leases

(Rupees in Lacs)


March 31, 2018

For the year ended

March 31, 2017

- 84.95

Note 36 : Earnings per Share (EPS)

(Rupees in Lacs)


March 31, 2018

For the year ended

March 31, 2017

Basic & Diluted EPS

Computation of Profit (Numerator)

(1,164.05) 197.81

2,097.68 957.75

933.63 1,155.56

Nos. Nos.

54,567,765 54,567,765

(2.13) 0.36

3.84 1.76

1.71 2.12

Note 37 : Dividend on Equity shares

(Rupees in Lacs)


March 31, 2018

For the year ended

March 31, 2017

1,313.53 1,313.53

Particulars

a. Estimated amount of contracts remaining to be executed on capital account and not

provided for (net of capital advances)

Weighted average number of Equity shares of Rs.10 each used for calculation of basic

and diluted earnings per share

The Company has entered into cancellable agreements for taking on leave and license basis residential/office premises including furniture and fittings therein,

as applicable, for a period ranging from 11 to 60 months. The specified disclosure in respect of these agreements is given below:

Lease payments recognized in the statement of profit and loss

(i) Profit/(loss) from continuing operations

(iii) Continuing and Discontinued operations

Dividend declared and paid during the year (including tax on dividend)

Final dividend of Rs.2 per share (PY : Rs. 2 per share)

Further, the Board of Directors of the Company has recommended a final dividend of Rs.Nil (March 31, 2017 : Rs.2/-) per equity share of Rs.10 each for the

year ended March 31, 2018 subject to the approval of shareholders at the ensuing annual general meeting.

(iii) Profit/(loss) from continuing & discontinued operations

Particulars

(ii) Profit from discontinued operations

Weighted Average Number of Shares (Denominator)

Basic & Diluted EPS (in Rupees)

(i) Continuing operations

(ii) Discontinued operations




Note 38 : Expenditure for corporate social responsibility activities

(Rupees in Lacs)

For the year ended

March 31, 2018

For the year ended

March 31, 2017

Gross Amount Required to be spent by the Company 83.56 128.33

Amount spent during the year on

Construction / Acquisition of any asset

In Cash - -

Yet to be paid - -

Total - -

On Purpose other than above

In Cash 83.91 129.28

Yet to be paid - -

Total 83.91 129.28

Total 83.91 129.28

Note 39 : Payment to Auditors

(Rupees in Lacs)


March 31, 2018

For the year ended

March 31, 2017

For Statutory Audit fees 2.00 26.30

For Tax matters 11.05 -

For Certification and other services 6.00 6.90

Total 19.05 33.20

Note 40 : Segment information

Primary operating segment

Information about geographical areas

(Rupees in Lacs)


March 31, 2018

For the year ended

March 31, 2017

Segment Revenue (including discontinued operations)

India - -

Outside India 893.43 6,100.98

893.43 6,100.98

Non-current assets (including discontinued operations)*

India - 6,568.57

Outside India - -

- 6,568.57

* Non-current assets excludes financial assets, deferred tax assets and non-current tax assets.

Note 41 : Accounting for Composite scheme of arrangement

During the year ended March 31, 2018, the company has spent Rs.83.91 lacs towards Corporate Social Responsibility (CSR) under Section 135 of the

Companies Act, 2013 and Rules thereon by way of contribution to various Trusts / NGOs / Societies / Agencies.

Particulars

The operating segment of the company is identified to be "Drug & Pharmaceuticals", as the Chief Operating Decision Maker reviews business performance at

an overall company level as one segment and hence, does not have any additional disclosures to be made under Ind AS 109 Operating Segments.

The Board of Directors of the Company in its meeting held on July 2, 2018 approved a composite scheme of Arrangement among the Company, Altheon

Enterprises Limited, Abellon Cleanenergy Limited, Abellon Energy Limited, Athanas Enterprise Private Limited, Claris Capital Limited, Claris Infrastructure

Limited, Dorizoe Lifesciences Limited, iCubix Infotech Limited, Ogen Nutrition Limited, Pinetops Enterprise Private Limited, Zivene Design and

Development Private Limited and their respective shareholders and creditors ("the Scheme") pursuant to the provisions of Section 230 to 232 of the

Companies Act, 2013. Pursuant to the Scheme, Treasury and Investment Undertaking and Trading undertaking of the Company are transferred to Altheon

Enterprises Limited ("Resulting company") along with all assets, liabilities and employees relating to the demerged undertaking on a going concern basis w.e.f

April 1, 2017 (appointed date).

Against the above transfer of division, the scheme provided for

- issue of 577,694 no. of Optionally convertible preference shares of Rs.1 each fully paid up at premium of Rs.397 per share of Resulting Company to the

resident shareholders of the Company on record date and

- issue of 18,289 no. of Compulsory convertible preference shares of Rs.1 each fully paid up at a premium of Rs.397 per share of Resulting Company to the

non-resident shareholders of the Company on record date.

* No. of shares to be issued as a purchase consideration are as per the Resident shareholders & Non-resident shareholders listed in latest shareholding pattern

available.

Details of payment to Auditors are as follows:




(Rupees in Lacs)

Particulars Amount

Assets

Property, plant and equipment (including capital-work-progress) 4,989.94

Investment property 176.70

Intangible assets 66.70

Investments 21,995.45

Deferred tax assets (net) 303.26

Trade receivables 78.91

Cash and cash equivalents (including other bank balances of Rs.0.25 lacs) 2,040.45

Loans 49,546.97

Other financial assets 5,065.50

Other current assets 2,564.97

Total Assets [A] 86,828.85

Liabilities

Borrowings 1,658.35

Trade payables 550.65

Provisions 539.60

Other financial liabilities 10,459.85

Other current liabilities 42.98

Total Liabilities [B] 13,251.42

Net assets transferred (Difference between carrying value of assets and carrying value of liabilities [A-B] 73,577.43

Value of net assets is adjusted with other equity in following order in accordance with the scheme: (Rupees in Lacs)

Adjusted with Amount adjusted

Capital Redemption Reserve 1,425.00

General Reserve 5,173.94

Securities Premium 12,384.62

Surplus in the Statement of Profit and Loss 54,550.48

Other comprehensive income 43.39

73,577.43




FRN : 113742W (DIN: 00159413) (DIN: 00199651)






The Scheme defined following accounting treatment for recording this transaction with resulting company in the books of the Company:

(a) The company shall reduce the carrying value of assets and liabilities pertaining to the Treasury & Investment Undertaking and Trading Undertaking,

transferred to and vested in the Resulting company from the carrying value of assets and liabilities as appearing in its books of accounts.

(b) The difference between the carrying value of assets over the carrying value of liabilities of the Treasury & Investment Undertaking and Trading

Undertaking shall be adjusted first against Capital Redemption Reserve, then against General Reserve, then against Securities Premium and the balance shall

be adjusted against Retained Earnings.

The Scheme is approved by National Company Law Tribunal (NCLT), Ahmedabad Bench vide its order dated October 29, 2018 and the scheme became

effective on filing of the said order with the Registrar of Companies on November 1, 2018. The Company has incorporated the accounting effects in its books

of accounts for the year ended March 31, 2018 as per the accounting treatment prescribed in the Scheme.

The details of carrying value of assets and liabilities transferred to Resulting company in accordance with the Scheme are as follows:

Note 43 : The Company has given the effect of the composite scheme of arrangements in current year financial statements and hence, the current year’s

Statement of Profit and Loss, Cash Flow Statement and related Notes are not comparable with those of previous year.

Note 42 : The composite scheme of arrangements referred to in Note no.41 above states that the effects of the scheme shall be given in the accounts for the

financial year ended on March 31, 2018, which has been approved by the hon’ble National Company Law Tribunal, Ahmedabad Bench in its order. The Board

of Directors of the company in consultation with specialists/experts have concluded that this accounting treatment is proper and has been accordingly given

effect by applying Accounting standards as notified under Section 133 of the Companies act, 2013 and the Companies (Accounting Standards) Rules, 2006 as


INDEPENDENT AUDITOR’S REPORT

To the Members of CLARIS LIFESCIENCES LIMITED

Report on the Consolidated Ind AS Financial Statements

We have audited the accompanying consolidated Ind AS financial statements of CLARIS LIFESCIENCES

LIMITED (the “Holding Company”) and its subsidiaries (together, the “Group”) which comprise of the

consolidated Balance Sheet as at 31st March 2018, the consolidated Statement of Profit and Loss (including Other

Comprehensive Income), the Consolidated Cash Flow Statement and the Statement of Changes in Equity for the

year ended, and a summary of significant accounting policies and other explanatory information (the ‘consolidated

Ind AS financial statements’).

Management’s responsibility for the Consolidated Ind AS Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated Ind AS

financial statements in terms with the requirement of the Companies Act, 2013 (“the Act”) that give a true and fair

view of the consolidated financial position, consolidated financial performance (including other comprehensive

income), consolidated cash flows and consolidated changes in equity of the Group in accordance with accounting

principles generally accepted in India, including the Accounting Standards specified in the Companies (Indian

Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act. The respective Board of Directors

of the companies included in the Group and of its associate are responsible for maintenance of adequate accounting

records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing

and detecting frauds and other irregularities; the selection and application of appropriate accounting policies;

making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance

of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of

the accounting records, relevant to the preparation and presentation of the consolidated Ind As financial statements

that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have

been used for the purpose of preparation of the consolidated Ind AS financial statements by the Directors of the

Holding Company, as aforesaid.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated Ind AS financial statements based on our audit.

While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing

standards and matters which are required to be included in the audit report under the provisions of the Act and the

Rules made there under.

We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered

Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with

ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated

Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

consolidated Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the

assessment of the risks of material misstatement of the consolidated Ind AS financial statements, whether due to

fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the

Holding Company’s preparation of the consolidated Ind AS financial statements that give a true and fair view in

order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the

appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the

Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated Ind AS

financial statements.


We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of

their reports referred to in Other Matter paragraph below, is sufficient and appropriate to provide a basis for our

audit opinion on the consolidated Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us and based on the

consideration of the reports of the other auditors on the financial statements of the subsidiaries as noted below, the

consolidated Ind AS financial statements give the information required by the Act in the manner so required and

give a true and fair view in conformity with the accounting principles generally accepted in India of the

consolidated state of affairs of the Group as at 31st March, 2018, its consolidated profit (including Other

Comprehensive Income), its consolidated cash flows and consolidated changes in equity for the year ended on that

date.

Emphasis of Matter

We draw attention to note no 40 of Notes forming part of financial statements regarding the effects of the

Composite Scheme of Arrangements, which was approved by Board of Directors of the company in July, 2018 (refer note-39) and was sanctioned by the hon’ble National Company Law Tribunal, Ahmedabad Bench vide its

order dated October 29, 2018, have been given in the accounts for the financial year ended on March 31, 2018.

Our opinion on the financial statements is not modified in respect of this matter.

We did not audit the financial statements of four foreign subsidiaries included in the consolidated financial results,

whose financial statements reflect, total assets of Rs. Nil as at 31st March, 2018, total revenues of Rs. 58.37 Lacs

and net cash flow amounting to Rs.Nil for the year ended on that date as considered in the consolidated Ind AS

financial statements. These financial statements have been audited by other auditors whose reports have been

furnished to us by the Management and our report on the consolidated financial statements in so far as it relates to

the amounts and disclosures included in respect of these subsidiaries and our report in terms of sub-section (3) and

(11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on the reports of the other auditors. Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matter with respect to our reliance on the work done and the reports of the other auditors.

Report on Other Legal and Regulatory Requirements

As required by section 143 (3) of the Act, we report, to the extent applicable, that:

(a) We and the other auditors whose reports we have relied upon, 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 of the aforesaid consolidated Ind AS financial statements;

(b) In our opinion proper books of account as required by law relating to preparation of the aforesaid

consolidation of the financial statements have been kept so far as it appears from our examination of those

books and reports of the other auditors;

(c) The consolidated Balance Sheet, consolidated Statement of Profit and Loss (including Other

Comprehensive Income), consolidated Cash Flow Statement and the Statement of Changes in Equity dealt

with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Accounting

Standards specified under section 133 of the Act, read with the Companies (Indian Accounting Standard)

Rules, 2015 (as amended);

(e) On the basis of the written representations received from the directors of the Holding Company as on 31st

March, 2018 taken on record by the Board of Directors of the Holding Company, none of the directors of


the Group’s companies incorporated in India 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 and the operating effectiveness of the internal financial control over financial

reporting of the Group and the operating effectiveness of such controls refer to our separate Report in

“Annexure: A”; and

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and

according to the explanations given to us:

i. The consolidated Ind AS financial statements disclose the impact of pending litigations on its

consolidated financial position of the Group. Refer Note 33 to the consolidated financial statements;

ii. The Group did not have any material foreseeable losses in long-term contracts including derivative

contracts;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education

and Protection Fund by the Holding Company in India.

For SHAH & SHAH ASSOCIATES

Chartered Accountants

FRN: 113742W

SUNIL K DAVE

Place : Ahmedabad. PARTNER

Date : November 28, 2018 Membership Number:047236


“Annexure A ”to the Auditors’ Report of even date on the Consolidated Ind AS Financial Statements of

CLARIS LIFESCIENCES LIMITED,

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies

Act, 2013 (“the Act”).

(Referred to in paragraph (f) under the heading ‘Report on Other Legal & Regulatory Requirements’ of our report

of even date to the consolidated Ind AS financial statements of the Company for the year ended on 31st March,

2018.)

To the Members of


In conjunction with our audit of the consolidated Ind AS financial statements of CLARIS LIFESCIENCES

LIMITED as of and for the year ended March 31, 2018, we have audited the internal financial controls over

financial reporting of Claris Lifesciences Limited (hereinafter referred to as the “Holding Company”) and its

subsidiary companies, which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding Company and its subsidiary companies, which are companies

incorporated in India, are responsible for establishing and maintaining internal financial controls based on the

internal control over financial reporting criteria established by the Holding 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. 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 the respective 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.

Auditor’s Responsibility

Our responsibility is to express an opinion on the company’s internal financial controls over financial reporting

based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial

Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, both, issued by Institute

of Chartered Accountants of India, and deemed to be prescribed under section 143(10) of the Act, to the extent

applicable to an audit of internal financial controls. 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 consolidated Ind AS financial statements, whether due

to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms

of their report referred to in the Other Matter paragraph below, is sufficient and appropriate to provide a basis for

our audit opinion on the internal financial controls system over financial reporting.


Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with generally accepted accounting principles. A company’s internal financial control over

financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in

reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the

company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or

disposition of the company’s assets that could have a material effect on the consolidated Ind AS financial

statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility

of collusion or improper management override of controls, material misstatements due to error or fraud may occur

and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to

future periods are subject to the risk that the internal financial control over financial reporting may become

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may

deteriorate.

Opinion

In our opinion, the Holding Company and its subsidiary companies which are companies incorporated in India,

have, maintained 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 Holding 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.

Other Matter

Our report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial

controls over financial reporting of the Holding Company and its subsidiary companies in India, insofar as it relates

to subsidiary companies, which are incorporated in India, is based on the corresponding report of the other auditors

of such subsidiary incorporated in India.

For SHAH & SHAH ASSOCIATES


FRN: 113742W

SUNIL K DAVE

Place : Ahmedabad. PARTNER

Date : November 28, 2018 Membership Number:047236


Claris Lifesciences Limited and its Subsidiaries

Consolidated Balance Sheet as at March 31, 2018(Rupees in Lacs)

Particulars Notes ��As at March 31, 2018 ��As at March 31, 2017

ASSETS

Non-current assets

Property, plant and equipment 6 - 5,570.61

Capital work-in-progress 6 - 240.19

Goodwill on consolidation - 3.20

Other intangible assets 7 - 66.70

Financial assets

Investments 8 - 10,353.02

Other financial assets 11 - 160.57

Deferred tax assets (net) 25 1,220.91 2,466.10

Non-current tax assets (net) 25 626.74 1,439.99

Other non-current assets 13 - 1,150.42

1,847.65 21,450.80

Current assets

Financial assets

Investments 8 - 18,772.86

Trade receivables 9 58.10 1,813.12

Cash and cash equivalents 12 6.88 2,904.80

Other bank balance 12 31.60 156.23

Loans 10 - 951.41

Others financial assets 11 131.62 1,421.43

Other current assets 13 326.89 2,779.64

555.09 28,799.49

Assets classified as held for sale - 129,818.35

555.09 158,617.84

Total Assets 2,402.74 180,068.64

EQUITY AND LIABILITIES

EQUITY

Equity share capital 14 5,456.77 5,456.78

Other equity 15 (5,386.33) 96,536.82

70.44 101,993.60

LIABILITIES

Non-current liabilities


Borrowings 16 - 1,658.35

Provisions 18 - 693.84

Deferred tax liabilities (net) 25 - 1,852.56

- 4,204.75

Current liabilities


Trade payables 17

Total outstanding dues of micro enterprises and small enterprises - -

Total outstanding dues of creditors other than micro enterprises and small enterprises 192.04 4,676.54

Other financial liabilities 19 2,003.68 835.36

Other current liabilities 20 136.58 1,540.38

Provisions 18 - 42.65

Current tax liabilities (net) 25 - 35.61

2,332.30 7,130.54

Liabilities associated with assets classified as held for sale - 66,739.76

2,332.30 73,870.30

Total Equity and Liabilities 2,402.74 180,068.64

Notes forming part of consolidated financial statements (including significant accounting policies)


For Shah & Shah Associates For and on behalf of the Board of Directors


FRN : 113742W

Sunil K. Dave Arjun Handa

Partner Vice-Chairman & Managing Director

Membership No. 047236 (DIN: 00159413)

Kirit H. Kanjaria

Sr. VP - Company Secretary & Compliance Officer



Chandrasingh S. Purohit

�Whole time Director & CFO

(DIN: 00199651)



Consolidated Statement of Profit And Loss for the year ended March 31, 2018

(Rupees in Lacs)

Particulars Notes For the year ended

March 31, 2018

For the year ended

March 31, 2017

INCOME

Other income 21 1,391.78 1,188.66

Total income 1,391.78 1,188.66

EXPENSES

Depreciation, amortisation and impairment 22 10.31 13.86

Other Expenses 23 1,793.80 1,064.05

Total expenses 1,804.11 1,077.91

Profit/ (Loss) before share in profit/(loss) of associate, exceptional items and tax (412.33) 110.74

Share in Profit / (Loss) of Associate - -

Profit/ (Loss) before exceptional items and tax (412.33) 110.74

Exceptional items [Income / (Expense)] - -

Profit/(Loss) before tax (412.33) 110.74

Tax expense / (benefit)

Current tax 25 - 218.77

Adjustment of tax relating to earlier years 25 449.77 -

Deferred tax charge / (credit) 25 (278.63) (275.08)

Total tax expense / (benefit) 171.14 (56.32)

Profit/(Loss) for the year from Continuing operations (583.47) 167.06

Profit before share in loss of Associate and tax from Discontinued opertions 24 3,249.82 18,745.12

Share in loss of Associate 24 - -2,609.27

Tax Expense of Discontinued operations 25 1,110.18 5,310.38

Net Profit / (Loss) for the year from Discontinued operations 2,139.64 10,825.47

Profit / (Loss) for the year 1,556.17 10,992.53


i. Items that will not be reclassified to profit and loss

Re-measurement gains / (losses) on defined benefit plans - (74.98)

Share in Re-measurement gains / (losses) on defined benefit plans of Associate - (65.72)

Income tax effect on above 29 - 40.33

- (100.37)

ii. Items that will be reclassified to profit and loss

Exchange differences in translating the financial statements of a foreign operation0.08 (683.04)

Income tax effect on above - -

0.08 (683.04)

Net gain / (loss) on instruments carried at fair value through OCI - 16.73

Income tax effect on above 29 - (37.99)

- (21.26)

Total other comprehensive income/(loss) for the year, net of tax 0.08 (804.67)

Total comprehensive income/(loss) for the year 1,556.25 10,187.86

Profit for the year from continuing operations attributable to :

Owners of the company (583.47) 167.06

Non-controlling interest - -

(583.47) 167.06

Profit for the year from discontinued operations attributable to :

Owners of the company 2,283.19 10,825.47

Non-controlling interest (143.55) -

2,139.64 10,825.47

Profits/(loss) for the year attributable to :



1,556.17 10,992.53



Consolidated Statement of Profit And Loss for the year ended March 31, 2018

(Rupees in Lacs)

Particulars Notes For the year ended

March 31, 2018

For the year ended

March 31, 2017

Other comprehensive income/(loss) for the year attributable to

Owners of the company 5.51 (804.67)


0.08 (804.67)

Total comprehensive income/(loss) for the year, net of tax



1,556.25 10,187.86

Earning per equity share of Rs. 10 each (basic and diluted) 36

Continuing Operations (1.07) 0.31

Discontinued Operations 4.18 19.84

Continuing & Discontinued Operations 3.11 20.14





FRN : 113742W

Sunil K. Dave Arjun Handa

Partner Vice-Chairman &

Managing Director

Membership No. 047236 (DIN: 00159413)

Kirit H. Kanjaria




Chandrasingh S. Purohit

Whole time Director

& CFO

(DIN: 00199651)


Cla

ris

Lif

esci

ence

s L

imit

ed a

nd

its

Su

bsi

dia

ries

Sta

tem

ent

of

cha

ng

es i

n E

qu

ity f

or

the

yea

r en

ded

Ma

rch

31

, 2

01

8

A.

Eq

uit

y S

ha

re C

ap

ita

l

(Ru

pee

s in

Lac

s)

Pa

rtic

ula

rs

As

at

Ma

rch

31

, 2

01

8

As

at

Ma

rch

31

,

Ba

lan

ce a

t th

e b

egin

nin

g o

f th

e yea

r5

,45

6.7

8

5,4

56

.78

Ch

anges

in

Eq

uit

y S

har

e C

apit

al d

uri

ng t

he

yea

r-

-

Ba

lan

ce a

t th

e en

d o

f th

e yea

r5

,45

6.7

85

,45

6.7

8

B.

Oth

er E

qu

ity

(Ru

pee

s in

Lac

s)

Ca

pit

al

Red

emp

tion

Res

erve

Gen

era

l

Res

erve

Sec

uri

ty

pre

miu

m

Ret

ain

ed

Ea

rnin

gs

Net

ga

in /

(lo

ss)

on

Fa

ir v

alu

e

thro

ug

h O

CI

Fore

ign

cu

rren

cy

tra

nsl

ati

on

res

erve

Ba

lan

ce a

s a

t A

pri

l 1

, 2

01

61

,42

5.0

05

,17

2.7

03

3,2

32

.62

47

,03

2.1

76

4.6

5(4

33

.34

)

86

,49

3.8

0-

Pro

fit

for

the

yea

r-

-

- 1

0,9

92

.50

-

- 1

0,9

92

.50

-

Item

s of

OC

I ,

net

of

tax

Re-

mea

sure

men

t lo

sses

on

def

ined

ben

efit

pla

ns

(in

clu

din

g d

isco

nti

nu

ed o

per

atio

n)

-

-

-

(49

.86

)

-

- (4

9.8

6)

-

Sh

are

in R

e-m

easu

rem

ent

gai

ns

/ (l

oss

es)

on

def

ined

ben

efit

pla

ns

of

Ass

oci

ate

(50

.51

)

-

(5

0.5

1)

-

Net

gai

n /

(lo

ss)

on

in

stru

men

ts c

arri

ed a

t fa

ir v

alu

e th

rou

gh

OC

I-

-

- -

(2

1.2

6)

-

(21

.26

)

-

Exch

ange

dif

fere

nce

s in

tra

nsl

atin

g t

he

fin

anci

al s

tate

men

ts o

f a

fore

ign

op

erat

ion

-

-

-

- -

(68

3.0

4)

(68

3.0

4)

-

Div

iden

d i

ncl

ud

ing t

ax i

mp

act

ther

eon

-

-

-

(1

,31

3.5

3)

-

-

(1

,31

3.5

3)

-

Fore

ign

cu

rren

cy m

on

etar

y i

tem

tra

nsl

atio

n d

iffe

ren

ce a

ccou

nt

-

-

-

- -

1,1

68

.73

1

,16

8.7

3

-

Ba

lan

ce a

s a

t M

arc

h 3

1,

20

17

1,4

25

.00

5,1

72

.70

33

,23

2.6

25

6,6

10

.77

43

.39

52

.35

96

,53

6.8

3-

Ba

lan

ce a

s a

t A

pri

l 1

, 2

01

71

,42

5.0

05

,17

2.7

03

3,2

32

.62

56

,61

0.7

74

3.3

95

2.3

5

96

,53

6.8

3-

Pu

rsu

ant

to C

om

posi

te S

chem

e of

arra

ngem

ent

(Ref

er N

ote

39

)(1

,42

5.0

0)

(5,1

72

.70

)(3

3,2

32

.62

)(6

2,4

28

.91

)(4

3.3

9)

(12

.23

)

(10

2,3

14

.86

)1

52

.71

Pro

fit

for

the

yea

r-

-

- 1

,69

9.7

2

-

-

1,6

99

.72

(14

3.5

5)

Item

s of

OC

I ,

net

of

tax

Exch

ange

dif

fere

nce

s in

tra

nsl

atin

g t

he

fin

anci

al s

tate

men

ts o

f a

fore

ign

op

erat

ion

-

-

-

- -

5.5

1

5

.51

(5.4

3)

Div

iden

d i

ncl

ud

ing t

ax i

mp

act

ther

eon

-

-

-

(1

,31

3.5

3)

-

-

(1

,31

3.5

3)

Imp

act

of

loss

of

con

trol

-

-

-

-

-

-

-

(3.7

3)

Ba

lan

ce a

s a

t M

arc

h 3

1,

20

18

- -

- (5

,43

1.9

5)

-

4

5.6

2(5

,38

6.3

3)

-

Note

s fo

rmin

g p

art

of

con

soli

dat

ed f

inan

cial

sta

tem

ents

(in

clu

din

g s

ign

ific

ant

acco

un

tin

g p

oli

cies

)

In t

erm

s of

ou

r r

ep

ort

of

ev

en

da

te a

tta

ch

ed

For S

ha

h &

Sh

ah

Ass

ocia

tes

For a

nd

on

beh

alf

of

the B

oa

rd

of

Dir

ecto

rs

Ch

arte

red

Acc

ou

nta

nts

FR

N :

11

37

42

W

Su

nil

K. D

av

e A

rju

n H

an

da

Ch

an

dra

sin

gh

S. P

uroh

it

Par

tner

Vic

e-C

hai

rman

& M

anag

ing D

irec

tor

Wh

ole

tim

e D

irec

tor

& C

FO

Mem

bersh

ip N

o. 0

47

23

6(D

IN:

00

15

94

13

)(D

IN:

00

19

96

51

)

Kir

it H

. K

an

jaria

Sr.

VP

- C

om

pan

y S

ecre

tary

& C

om

pli

ance

Off

icer

Pla

ce :

Ah

med

abad

Pla

ce :

Ah

med

abad

Dat

e :

No

vem

ber

28

, 2

01

8D

ate

: N

ovem

ber

28

, 2

01

8

Non

-

con

troll

ing

inte

rest

Note

15

Pa

rtic

ula

rs

Att

rib

uta

ble

to t

he

equ

ity h

old

ers

of

the

Com

pa

ny

Tota

l O

ther

equ

ity

Res

erve

& S

urp

lus

Ite

ms

of

OC

I



Consolidated Cash Flow Statement for the year ended March 31, 2018

(Rupees in Lacs)

Particulars For the year ended

March 31, 2018

For the year ended

March 31, 2017

A. 1. Cash Flow from Operating Activities

Profit / (loss) before tax from continuing operations (412.33) 110.74

Profit before tax from discontinued operations 3,249.82 16,135.85

Profit before tax 2,837.49 16,246.58

2. Adjustment for :

Depreciation and amortisation expense 10.31 3,130.58

Finance cost - 4,302.50

Interest income (0.92) (1,252.40)

Dividend income - (152.08)

Bad debts written-off 798.45 1.02

Provision for doubtful debts and advances (2,569.59) 1,052.65

Loss on sale of fixed assets - (Net) (725.52) 32.69

Gain on sale of units of Mutual Funds - (1,077.17)

Share in loss from associate - 2,609.27

Unrealised foreign exchange rate difference (gain)/loss (Net) 127.45 228.53

Exchange rate fluctuation and other adjustments arising on consolidation - 380.62

Net gain on sales and fair valuation of investment (362.62) -

Sundry balance written back (662.37) -

Operating profit before working capital changes (1+2) (547.32) 25,502.79

3. Adjustments for working capital changes:

Decrease / (increase) in trade and other receivables 4,261.63 2,892.48

Decrease / (increase) in inventories - (1,767.43)

(Decrease) / increase in trade and other payables (4,021.75) (660.94)

Cash generated from/(used in) operations (307.44) 25,966.90

4. Direct taxes (paid)/refund received (274.69) (8,031.43)

Net Cash generated from/(used in) Operating Activities [A] (582.13) 17,935.47

B. Cash Flow from Investing Activities

Purchase of fixed assets (Including capital advances) - (7,099.82)

Proceeds from sale of fixed assets 900.00 45.35

(Purchase) / Proceeds of current investments (Net) - 1,487.13

Purchase of non current investments (Net) - (1,299.99)

Proceeds from sale of investment in subsidiary companies (Net) 471.02 -

Decrease / (Increase) in Fixed deposits with banks (23.93) -

Dividend received - 152.08

Interest received - 869.67

Net Cash generated from/(used in) Investing Activities [B] 1,347.09 (5,845.58)

C. Cash Flow from Financing Activities

Proceeds from long term borrowings (Net) (4,705.33)

Proceeds from short term borrowings (Net) (191.40)

Dividend paid (1,313.53) (1,313.53)

Finance cost (4,338.61)

Net Cash generated from/(used in) Financing Activities [C] (1,313.53) (10,548.87)

Net Increase/(Decrease) in cash & cash equivalents [A+B+C] (548.57) 1,541.02

Cash & Cash equivalents at the beginning of the year 15,250.47 13,709.45

Cash & cash equivalents transferred pursuant to Composite scheme of arrangement (Refer Note 39) (14,695.02) -

Cash & Cash equivalents at the end of the year 6.88 15,250.47



Consolidated Cash Flow Statement for the year ended March 31, 2018

Notes:

1 A) Components of cash & cash equivalents

Cash on hand - 10.99

Cheques on hand - 43.75

Balances with banks

- In Current accounts 6.88 10,948.38

- In Fixed deposit accounts - 4,247.35

6.88 15,250.47

B) Cash and cash equivalents not available for immediate use

a) In Margin money and fixed deposit accounts 23.93 697.91

b) Unclaimed share application money lying in escrow account 0.17 0.18

c) Unclaimed dividend account 7.50 5.80

31.60 703.89

Cash & cash equivalents as per Note 12 & Note 24 (A+B) 38.48 15,954.36





FRN : 113742W

Sunil K. Dave Arjun Handa Chandrasingh S. Purohit

Partner Vice-Chairman & Managing Director Whole time Director & CFO

Membership No. 047236 (DIN: 00159413) (DIN: 00199651)

Kirit H. Kanjaria






Notes forming part of consolidated financial statements

Note 1. Corporate information

Note 2. Basis of preparation

Principles of consolidation and equity accounting

(i) Subsidiaries

The acquisition method of accounting is used to account for business combinations by the group.

(ii) Associates

(iii) Equity Method

When the group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-

term receivables, the group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.

Accounting policies of equity accounted investees have been changed where necessary to ensure consistency with the policies adopted by the group.

The carrying amount of equity accounted investments are tested for impairment in accordance with the policy described in note 3.13 .

The consolidated financial statements are presented in INR and all values are rounded to the nearest lacs (INR 00,000), except when otherwise

indicated. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding off.

Subsidiaries are all entities over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable

returns from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of the entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control

ceases.

The group combines the financial statements of the parent and its subsidiaries line by line adding together like items of assets, liabilities, equity,

income and expenses. Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated.

Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of

subsidiaries have been changed where necessary to ensure consistency with the policies adapted by the group.

Non-controlling interests, if any, in the results and equity of subsidiaries are shown separately in the consolidated statement of profit and loss,

consolidated statement of changes in equity and balance sheet respectively.

Associate is the entity over which the company has significant influence but no control or joint control. This is generally the case where the group

holds between 20% and 50% of the voting rights. Investments in associate is accounted for using the equity method of accounting, after initially

being recognised at cost.

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the group’s share of the

post-acquisition profits or losses of the investee in profit and loss, and the group’s share of other comprehensive income of the investee in other

comprehensive income. Dividend received or receivable from an associate is recognised as a reduction in the carrying amount of the investment.

The consolidated financial statements comprise financial statements of Claris Lifesciences Limited (the "parent company") and its subsidiaries and

associate (collectively, the "Group") for the year ended March 31, 2018. The parent company is a public company domiciled in India and is

incorporated under the provisions of the Companies Act applicable in India. Its shares are listed on BSE, a recognised stock exchange, in India. The

registered office of the parent company is located at Claris Corporate Headquarters, Nr. Parimal Crossing, Ellisbridge, Ahmedabad - 380 006,

Gujarat, India.

The Group manufactures and/or markets products across multiple delivery systems, markets, and therapeutic segments including anesthesia, blood

products, anti-infectives, and plasma volume expanders. A significant majority of these products are generic drugs, capable of being directly injected

into the human body, predominantly used in the treatment of critical illnesses. The customer base of the Group primarily includes government and

private hospitals, aid agencies and nursing homes. With emphasis on quality, technology, and innovation, the Group offers a range of niche

technology-driven injectable products across delivery systems such as glass bottles, vials & ampoules and non-PVC/PVC bags.

The consolidated financial statements of the Group were authorised for issue in accordance with a resolution of the directors on November 28, 2018.

The Consolidated Financial Statements (‘CFS’) comply,in all material aspects, with Indian Accounting Standards (‘Ind AS’) notified under Section

133 of the Companies Act, 2013 (‘the 2013 Act’) read with Rule 3 of Companies (Indian Accounting Standards) Rules, 2015 (as amended) and

other relevant provisions of the Act.




Note 3. Significant accounting policies

3.01 Current / non-current classification

All other assets are classified as non-current.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

3.02 Foreign currencies

Transactions and balances

Consolidation

3.03 Fair value measurement

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy,

described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

a) Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities;

b) Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly

observable; and

c) Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognised in the consolidated financial statements on a recurring basis, the Group determines whether transfers

have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value

measurement as a whole) at the end of each reporting period.

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. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place

either:

a) In the principal market for the asset or liability, or

b) In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability,

assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in

its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value,

maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

The Group's consolidated financial statements are prepared in Indian Rupee ("INR") which is also the parent company's functional currency. For

each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that

functional currency. The Group uses the direct method of consolidation and on disposal of a foreign operation, the gain or loss that is reclassified to

profit or loss reflects the amount that arises from using this method.

Transactions denominated in foreign currencies are recorded at the exchange rate prevailing at the time of the transaction, i.e. spot rate.

Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate at the reporting date.

Exchange differences arising on settlement or translation of monetary items are recognised in the statement of profit and loss.Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the

initial transactions.

On consolidation, the assets and liabilities of foreign operations are translated into INR at the rate of exchange prevailing at the reporting date and

their statements of profit and loss are translated at average exchange rates. The exchange differences arising on translation for consolidation are

recognised in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is recognised instatement

of profit and loss.

The Group presents assets and liabilities in the balance sheet based on current and non-current classification. An asset is treated as current when it

is:

a) expected to be realised or intended to be sold or consumed in normal operating cycle;


c) expected to be realised within twelve months after the reporting period; or

d) cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve

months after the reporting period.

A liability is treated as current when :

a) it is expected to be settled in normal operating cycle;

b) it is held primarily for the purpose of trading;

c) it is due to be settled within twelve months after the reporting period; or

d) there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The operating cycle is the time between the acquisition of assets/materials for processing and their realisation in cash and cash equivalents. As the

Group's normal operating cycle is not clearly identifiable, it is assumed to be twelve months.




3.04 Property, plant and equipment

Foreign Companies

3.05 Leases

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards

incidental to ownership to the Group is classified as a finance lease.

Operating lease payments are recognised as an expense in the statement of profit and loss on a straight-line basis over the lease term except in the

case where incremental lease reflects inflationary effect in which case, lease expense is accounted by actual rent for the period.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted

prospectively, if appropriate.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic

benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net

disposal proceeds and the carrying amount of the asset) is included in the statement of profit and loss when the asset is derecognised.

Depreciation has been provided by Foreign Companies on methods and at the rates required/permissible by the local laws so as to write-off assets

over their useful lives.

The determination of whether an arrangement is (or contains) a lease or not is based on the substance of the arrangement at the inception of the

lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the

arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

As a lessee

Vehicles 8-10 years

Data processing equipments 3-10 years

The Group, based on technical evaluation carried out by internal technical experts, believes that the useful lives as given above best represents the

period over which the management expects to use these assets. Hence, the useful lives for certain assets are different from the useful lives prescribed

in Schedule II to the Companies Act, 2013.

Electrical installation 2-30 years

Furniture & fixtures 10-25 years

Office equipments 5-20 years

Lease improvements 5 years

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows:

Particulars Useful life of assets

Office buildings 40 years

Plant & Equipment 10-30 years

All the items of property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such

cost includes the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the recognition criteria

are met. When significant parts of Property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as

individual assets with specific useful lives and depreciates them accordingly. Likewise, when a major inspection is performed, its cost is recognised

in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs

are recognised in the statement of profit and loss, as incurred.

Borrowing cost relating to acquisition / construction of fixed assets which take substantial period of time to get ready for its intended use are also

included to the extent they relate to the period till such assets are ready to be put to use.

Projects under which property, plant and equipments are not yet ready for their intended use are carried at cost under capital work in progress,

comprising direct cost, related incidental expenses and attributable interest including exchange difference.

External valuers are involved, wherever required, for valuation of significant assets, such as properties and unquoted financial assets and significant

liabilities. Involvement of external valuers is decided upon by the Group after discussion with and approval by the Group’s senior management.

Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained. The Group, after

discussions with its external valuers, determines which valuation techniques and inputs to use for each case.

At each reporting date, the Group analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed

as per the Group’s accounting policies. For this analysis, the Group verifies the major inputs applied in the latest valuation by agreeing the

information in the valuation computation to contracts and other relevant documents. The Group also compares the change in the fair value of each

asset and liability with relevant external sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and

risks of the asset or liability and the level of the fair value hierarchy as explained above.

This note summarises accounting policy for fair value measurement. Other fair value related disclosures are given in the relevant notes.




3.06

3.07

3.08

During the period of development, the asset is tested for impairment annually.

3.09

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current

market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market

transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are

corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators. The Group bases its

impairment calculation on detailed budgets and forecast calculations.

Impairment losses are recognised in the statement of profit and loss.

� The technical feasibility of completing the intangible asset so that the asset will be available for use or sale

� Its intention to complete and its ability and intention to use or sell the asset

� How the asset will generate future economic benefits

� The availability of resources to complete the asset

� The ability to measure reliably the expenditure during development

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and

accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. It is amortised

over the period of expected future benefit. Amortisation expense is recognised in the statement of profit and loss unless such expenditure forms part

of carrying value of another asset.

Intangible assets are derecognised either when they have been disposed of or when they are permanently withdrawn from use and no future

economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is

recognised in statement of profit and loss in the period of derecognition.

Impairment of non-financial assets

The Group assesses, at each reporting date, whether there is any indication that an asset may be impaired. If any indication exists, or when annual

impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an

asset’s or cash-generating unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual

asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying

amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

For the purpose of impairment testing, goodwill is allocated to the cash generating unit. A cash generating unit to which goodwill is allocated is

tested for impairment annually or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of cash

generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the

unit and then to other assets of the units pro rata based on the carrying amount of each asset in the unit. Any impairment loss on goodwill is directly

recognised in the statement of profit and loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.

Intangible assets

Intangible assets acquired separately are measured, on initial recognition, at cost. Following the initial recognition, intangible assets are carried at

cost less any accumulated amortisation and accumulated impairment losses.

The useful economic life of intangible assets is five years.

The amortisation expense on intangible assets is recognised in the statement of profit and loss.

Research costs are expensed as incurred. Development expenditures on an individual project are recognised as an intangible asset when the Group

can demonstrate:

Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to

get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which

they are incurred.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the

borrowing costs eligible for capitalisation.

Goodwill

Goodwill arising on an acquisition of business is carried at cost as established at the date of acquisition of the business less accumulated impairment

losses, if any.

As a lessor

Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Rental

income from operating lease is recognised on a straight-line basis over the term of the relevant lease except in the case where incremental lease

reflects inflationary effect in which case, lease income is accounted by actual rent for the period. Initial direct costs incurred in negotiating and

arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental

income. Contingent rents are recognised as revenue in the period in which they are earned.

Borrowing costs




3.10 Inventories

3.11

3.12 Government Grants

3.13


All financial assets, except investment in associate, are recognised initially at fair value plus, in the case of financial assets not recorded at fair

value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Purchases or sales of financial assets

that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are

recognised on the trade date, i.e., the date that the Group commits to purchase or sell the asset.

Investments in associate is accounted for using the equity method in the consolidated financial statements.


For the purposes of subsequent measurement, financial assets are primarily classified in three categories:

a) Debt instruments at amortised cost;

b) Debt instruments at fair value through other comprehensive income (FVTOCI); and

c) Other financial instruments measured at fair value through profit and loss (FVTPL).

c) Dividends

Revenue is recognised when the Company's right to receive the payment is established, which is generally when shareholders approve the

dividend.

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 an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it

is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life

of the related asset.

Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Revenue is recognised to the extent it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured,

regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable, taking into account

contractually defined terms of payment and excluding taxes or duties collected on behalf of the government. The Group has concluded that it is the

principal in all of its revenue arrangements since it is the primary obligor in all the revenue arrangements as it has pricing latitude and is also

exposed to inventory and credit risks.

The specific recognition criteria described below must also be met before revenue is recognised.

a) Sale of products

Revenue from the sale of products is recognised when the significant risks and rewards of ownership of the products have passed to the buyer,

usually on delivery of the products. Revenue from the sale of products is measured at the fair value of the consideration received or receivable,

net of returns and allowances, trade discounts and volume rebates.

b) Interest income

For all financial assets measured either at amortised cost or at fair value through other comprehensive income, interest income is recorded using

the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the

financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortised cost of a

financial liability. When calculating the effective interest rate, the Group estimates the expected cash flows by considering all the contractual

terms of the financial instrument (for example, prepayment, extension, call and similar options) but does not consider the expected credit losses.

Interest income is included in 'Other Income' in the statement of profit and loss.

An assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses on assets no

longer exist or have decreased. If such indication exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously recognised

impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last

impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed

the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such

reversal is recognised in the statement of profit and loss.

Inventories are valued at lower of cost and net realisable value after providing for obsolescence and other losses, where considered necessary. Cost

of inventories comprises all cost of purchase, cost of conversion and other costs incurred in bringing the inventories to their present location and

condition. Cost of raw materials and packing materials is computed on Weighted Average basis. Cost of work-in-progress and finished goods is

determined on absorption costing method. Net realisable value is the estimated selling price in the ordinary course of business, less estimated cost

necessary to make the sale.

Revenue recognition




a) Debt instruments at amortised cost

The measurement of financial liabilities depends on their classification, as described below:

a) Financial liabilities at fair value through profit and loss

Financial liabilities at fair value through profit and loss include financial liabilities held for trading and financial liabilities designated upon

initial recognition as at fair value through profit and loss. Financial liabilities are classified as held for trading if they are incurred for the

purpose of repurchasing in the near term. Gains or losses on liabilities held for trading are recognised in the statement of profit and loss.

Financial liabilities designated upon initial recognition at fair value through profit and loss are designated as such at the initial date of

recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to

changes in own credit risk are recognised in OCI. These gains/ loss are not subsequently transferred to the statement of profit and loss.

However, the Group may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in

the statement of profit and loss. The Group has not designated any financial liability as at fair value through profit and loss.



Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss or as those measured at

amortised cost.

The Group's financial liabilities include trade and other payables, loans and borrowings including bank overdrafts.


Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised when

the rights to receive cash flows from the asset have expired.

Impairment of financial assets

The Group follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables & lease receivables. The application of

simplified approach does not require the Group to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime

Expected credit loss (ECL) at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the Group determines that whether there has been a significant

increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment

loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves

such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss

allowance based on 12-month ECL.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month

ECL is a portion of the lifetime ECL which results from default events on a financial instrument that are possible within 12 months after the

reporting date.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the

EIR. The EIR amortisation is included in finance income in the statement of profit and loss. The losses arising from impairment are

recognised in the statement of profit and loss. This category generally applies to trade and other receivables.

b) Debt instruments at fair value through other comprehensive income (FVTOCI)

A ‘debt instrument’ is classified as at the FVTOCI if both of the following criteria are met:

i) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets; and

ii) The asset’s contractual cash flows represent SPPI.

Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements

are recognized in the other comprehensive income (OCI). However, the Group recognizes interest income, impairment losses & reversals and

foreign exchange gain or loss in the statement of profit and loss. On derecognition of the asset, cumulative gain or loss previously recognised in OCI

is reclassified from the equity to statement of profit and loss. Interest earned whilst holding FVTOCI debt instrument is reported as interest income

using the EIR method.

c) Other financial instruments measured at fair value through profit and loss (FVTPL)

Any financial asset that does not qualify for amortised cost measurement or measurement at FVTOCI must be measured subsequent to initial

recognition at FVTPL.

A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:

i) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

ii) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the

principal amount outstanding.




3.14 Cash and cash equivalents

3.15 Taxes

Deferred tax liabilities are recognised for all taxable temporary differences, except when the deferred tax liability arises from the initial recognition

of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting

profit nor taxable profit or loss.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses.

Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary

differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except when the deferred tax asset relating to the

deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at

the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

The Group recognises tax credits in the nature of MAT credit as an asset only to the extent that there is convincing evidence that the Group will pay

normal income tax during the specified period, i.e., the period for which tax credit is allowed to be carried forward. In the year in which the Group

recognises tax credits as an asset, the said asset is created by way of tax credit to the statement of profit and loss. The Group reviews such tax credit

asset at each reporting date and writes down the asset to the extent the Group does not have convincing evidence that it will pay normal tax during

the specified period. Deferred tax includes MAT tax credit.

Any deferred tax asset or liability arising from deductible or taxable temporary differences in respect of unrealised inter-Group profit or loss on

inventories held by the Group in different tax jurisdictions is recognised using the tax rate of the jurisdiction in which such inventories are held.

For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net

of outstanding bank overdrafts as they are considered an integral part of the Group’s cash management.

Current taxes

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates

and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Current income tax relating to items recognised outside statemetn of profit and loss is recognised outside statement of profit or loss (either in other

comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.

The management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to

interpretation and establishes provisions where appropriate.

Deferred taxes

Deferred tax is provided using the balance sheet method on temporary differences between the tax bases of assets and liabilities and their carrying

amounts for financial reporting purposes at the reporting date.

Financial liabilities at amortised cost include loans and borrowings and payables.

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains

and losses are recognised in statement of profit and loss when the liabilities are derecognised as well as through the EIR amortisation

process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the

EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial

liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially

modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The

difference in the respective carrying amounts is recognised in the statement of profit and loss.

Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and term deposits with an original maturity of three months or

less, which are subject to an insignificant risk of changes in value.

b) Financial liabilities at amortised cost




3.16

3.17 Earnings Per Share

3.18

3.19 Provisions & contingent liabilities

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of

resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a

separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and

loss net of any reimbursement.

Contingent liability arises when the Group has:

a) a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or

more uncertain future events not wholly within the control of the entity; or

b) a present obligation that arises from past events but is not recognised because:

(i) it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or

(ii) the amount of the obligation cannot be measured with sufficient reliability.

Contingent liabilities are not recorded in the financial statement but, rather, are disclosed in the note to the financial statements.

Past service costs are recognised in statement of profit and loss on the earlier of:

a) The date of the plan amendment or curtailment, and

b) The date that the Group recognises related restructuring costs

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Group recognises the following changes in the

net defined benefit obligation as an expense in the consolidated statement of profit and loss:

a) Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and

b) Net interest expense or income.

The basic earnings per share is computed by dividing the net profit / loss attributable to equity shareholders for the period by the weighted average

number of equity shares outstanding during the period. The number of shares used in computing diluted earnings per share comprises the weighted

average shares considered for deriving basic earnings per share, and also the weighted average number of equity shares which could be issued on

the conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless

they have been issued at a later date. In computing dilutive earnings per share, only potential equity shares that are dilutive and that would, if issued,

either reduce future earnings per share or increase loss per share, are included.

Dividend distribution

The Group recognises a liability to make cash distributions to equity holders of the parent when the distribution is authorised and the distribution is

no longer at the discretion of the Group. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A

corresponding amount is recognised directly in equity.

Deferred tax relating to items recognised outside statement of profit and loss is recognised outside statemtent of profit and loss (either in other

comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in

equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities

and the deferred taxes relate to the same taxable entity and the same taxation authority.

Employee benefits

Retirement benefit in the form of contribution to provident fund is a defined contribution scheme. The Group has no obligation, other than the

contribution payable to the provident fund. The Group recognizes contribution payable to the provident fund scheme as an expense, when an

employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the

contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the

contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to

the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.

The Group's liabilities towards gratuity and leave encashment payable to its employees are determined using the projected unit credit method which

considers each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately to build up the final

obligation.

As per requirements of Ind AS, remeasurements, comprising of actuarial gains and losses are recognised immediately in the balance sheet with a

corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or

loss in subsequent periods.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient

taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each

reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be

recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is

settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.




3.20

3.21

Note 4 Key accounting estimates and judgements

4.01 Fair value measurement of financial instruments

4.02 Impairment of non-financial assets

4.03 Taxes

4.04 Defined benefit plan

Deferred tax assets are recognised for unused tax credits to the extent that it is probable that taxable profit will be available against which the losses

can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the

likely timing and the level of future taxable profits together with future tax planning strategies.

The cost of the defined benefit plans and other post-employment benefits and the present value of the obligation are determined using actuarial

valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the

determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to the complexities involved in the

valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at

each reporting date.

Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from

discontinued operations in the statement of profit and loss.

Please refer to Note 24 for further information. All other notes to the financial statements mainly include amounts for continuing operations, unless

otherwise mentioned.

Expenditure on product registration

Expenditure incurred for registration of products for overseas markets and for product acquisitions are charged to the statement of profit and loss.

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active

markets, their fair value are measured using valuation techniques. The inputs to these models are taken from observable markets where possible, but

where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity

risk, credit risk and volatility. Changes in assumptions relating to these factors could affect the reported fair value of financial instruments. See Note

30 for further disclosures.

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value

less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions,

conducted at arm’s length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use

calculation is based on a discounted cashflow (DCF) model. The cash flows are derived from the budget and do not include restructuring activities

that the Company is not yet committed to or significant future investments that will enhance the asset’s performance of the CGU being tested. The

recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for

extrapolation purposes.

Non-current assets held for sale and discontinued operations

The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale

rather than through continuing use. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be

made or that the decision to sell will be withdrawn. Management must be committed to the sale expected within one year from the date of

classification.

The criteria for held for sale classification is considered to have met only when the assets or disposal group is available for immediate sale in its

present condition, subject only to terms that are usual and customary for sale of such assets (or disposal groups), its sale is highly probable; and it

will genuinely be sold, not abandoned. The group treats sale of the asset or disposal group to be highly probable when:

i) The management is committed to a plan to sell the asset (or disposal group),

ii) An active programme to locate a buyer and complete the plan has been initiated (if applicable),

iii) The asset (or disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value.

iv) The sale is expected to qualify for recognition as a completed sale within one year from the date of classification, and

v) Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be

withdrawn.

Non-current assets held for sale to owners and disposal groups are measured at the lower of their carrying amount and the fair value less costs to sell.

Assets and liabilities classified as held for sale are presented separately in the balance sheet.

Property, plant and equipment and intangible assets once classified as held for sale to owners are not depreciated or amortised.

A disposal group qualifies as discontinued operation if it is a component of an entity that either has been disposed of, or is classified as held for sale,

and:

1) represents a separate major line of business or geographical area of operations,

2) is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations.




4.05 Property, Plant and Equipment

4.06 Allowance for doubtful trade receivables

4.08 Discontinued operation

Classification of discontinuing operations , refer note 24

Note 5 : Recent accounting Pronouncements

Standards issued but not yet effective

Amendments to Ind AS 16 – ‘Property, plant and equipment’:

The amendments clarify the option to reduce non-monetary government grant from the carrying value of assets. The changes will not have any

material impact on the financial statements of the Company.

Amendments to Ind AS 20 – ‘Accounting for Government Grants and Disclosure of Government Assistance’:

The amendments clarify the alternative treatment for recognition of non-monetary grant by deducting the grant in arriving the carrying amount of the

assets and excess of repayment of such grant over the deferred credits shall be recognised immediately in statement of profit & loss by increasing the

carrying value of the assets.The changes will not have any material impact on the financial statements of the Company.

The amendments clarify the requirement for recognising deferred tax assets on unrealised losses on debt instruments that are measured at fair value.

The amendments also clarify certain other aspects of accounting for deferred tax assets. The changes will not have any material impact on the

financial statements of the Company.

The parameter that is subject to change the most is the discount rate. In determining the appropriate discount rate, the management considers the

interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation and extrapolated as needed

along the yield curve to correspond with the expected term of the defined benefit obligation.

The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at intervals in response to demographic

changes. Future salary increases are after considering the expected future inflation rates for the country.

Refer to Note 26 for further details.

Amendments to Ind AS 12 – ‘Income Taxes’:

Refer to Note 3.4 for the estimated useful life of Property, plant and equipment. The carrying values of Property, plant and equipment have been

disclosed in Note 6.

Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable

amounts.

Estimated irrecoverable amounts are derived based on a provision matrix which takes into account various factors such as customer specific risks,

geographical region, product type, currency fluctuation risk, repatriation policy of the country, country specific economic risks, customer rating, and

type of customer, etc. The allowances for doubtful trade receivables including allowance of discontinued operations were Rs. 3,129.59 lacs as at

March 31, 2018 (as at March 31, 2017 : Rs.6,998.08 lacs including asset held for sale).

Individual trade receivables are written off when the management deems them not to be collectable.

On March 28, 2018, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules, 2018, notifying

Ind AS 115 - ‘Revenue from Contracts with Customers’ and consequential amendments to various Ind AS standards. The amended Rules also

notified amendments to Ind AS 12 - ‘Income Taxes’, Ind AS 21 - ‘The Effect of Changes in Foreign Exchange Rates’, Ind AS 28 - ‘Investments in

Associates and Joint Ventures’ and Ind AS 40 - ‘Investment Property’.

On September 20, 2018, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) Second Amendments Rules, 2018,

notifying consequential amendments to various Ind AS standards. The amended Rules also notified amendments to Ind AS 12 - 'Income Taxes', Ind

AS 16 - 'Property, plant and equipment', Ind AS 20 - 'Accounting for Government Grants and Disclosure of Government Assistance' and Ind AS 38 -

'Intangible assets'.

These amendments are in accordance with the recent amendments made by International Accounting Standards Board (IASB). The amendments are

effective from accounting periods beginning from April 1, 2018.

Ind AS 115 – ‘Revenue from Contracts with Customers’:

This standard establishes a single comprehensive model for accounting of revenue arising from contracts with customers. Ind AS 115 will supersede

the current revenue recognition guidance under Ind AS 11 Construction Contracts and Ind AS 18 Revenue. The Company is currently assessing the

impact of application of Ind AS 115 on the Company’s financial statements.




The amendments clarify the option to reduce non-monetary government grant from the carrying value of assets. The changes will not have any

material impact on the financial statements of the Company.

Amendments to Ind AS 40 – ‘Investment Property’:

The amendments clarify transfers of investment property to or from the portfolio in the case of a change of use. These amendments are not

applicable to the Company’s standalone financial statements.

Amendments to Ind AS 112 – ‘Disclosure of Interests in Other Entities’:

The amendments clarify that disclosure requirements for interest in other entities also apply to interests that are classified (or included in a disposal

group that is classified) as held for sale or as discontinued operations in accordance with Ind AS 105, Non-current Assets Held for Sale and

Discontinued Operations. These amendments are not applicable to the Company’s standalone financial statements.

Amendments to Ind AS 21 – ‘The Effect of Changes in Foreign Exchange Rates’:

The amendments clarify translation of advance payments denominated in foreign currency into functional currency at the spot rate on the day of

payment. The guidance aims to reduce diversity in practice. The changes will not have any material impact on the financial statements of the

Company.

Amendments to Ind AS 28 – ‘Investments in Associates and Joint Ventures’:

The amendments clarifies accounting options in consolidated financial statements of a venture capital or similar entity and investment entity. These

amendments are not applicable to the Company’s standalone financial statements.

Amendments to Ind AS 38 – ‘Intangible assets’:


Cla

ris

Lif

esci

ence

s L

imit

ed a

nd

its

Su

bsi

dia

ries

No

tes

form

ing p

art

of

conso

lid

ated

fin

anci

al s

tate

men

ts

Note

6 :

Pro

per

ty,

Pla

nt

an

d E

qu

ipm

ent

( R

up

ees

in L

acs

)

Pa

rtic

ula

rsF

reeh

old

La

nd

Bu

ild

ing

sP

lan

t &

equ

ipm

ent

Fu

rnit

ure

&

fixtu

reV

ehic

les

Off

ice

equ

ipm

ent

Ele

ctri

cal

inst

all

ati

on

s

Da

ta p

roce

ssin

g

equ

ipm

ents

Tota

l

CW

IP

Gro

ss c

arr

yin

g v

alu

e-

As

at

Ap

ril

1,

20

16

14

,22

8.6

4

16

,15

7.3

0

54

,17

2.4

9

99

2.3

9

75

6.8

9

19

4.6

5

3,7

19

.02

9

60

.21

9

1,1

81

.59

1

,04

2.1

6

Les

s: G

ross

blo

ck p

erta

inin

g t

o d

isco

nti

nued

op

erat

ion (

Ref

er

no

te 2

4)

13

,96

7.1

7

13

,50

2.5

7

53

,33

9.8

0

73

0.4

5

20

5.2

6

39

.06

3

,58

4.7

8

68

1.0

4

86

,05

0.1

3

43

5.9

4

Ad

dit

ions

- 1

,14

6.2

6

- 1

88

.76

1

36

.69

9

5.0

0

98

.44

3

85

.26

2

,05

0.4

1

1,6

25

.30

Dis

po

sals

- (3

1.3

1)

(2

30

.75

)

(0.6

0)

-

(0.2

2)

(2

3.3

4)

(0.5

2)

(2

86

.75

)

-

Cap

ital

ized

fro

m /

red

uct

ion f

rom

CW

IP-

- -

- -

- -

-

- (1

,99

1.3

3)

As

at

Ma

rch

31

, 2

01

72

61

.47

3

,76

9.6

8

60

1.9

4

45

0.1

0

68

8.3

2

25

0.3

7

20

9.3

4

66

3.9

1

6,8

95

.09

2

40

.19

As

at

Ap

ril

1,

20

17

26

1.4

7

3,7

69

.68

6

01

.94

4

50

.10

6

88

.32

2

50

.37

2

09

.34

6

63

.91

6

,89

5.0

9

24

0.1

9

Ad

dit

ions

- -

- -

- -

-

- -

-

Dis

po

sals

- -

(43

9.4

9)

-

- -

-

- (4

39

.49

)

-

Cap

ital

ized

fro

m /

red

uct

ion f

rom

CW

IP-

- -

- -

- -

-

-

-

Purs

uan

t to

Co

mp

osi

te S

chem

e o

f ar

rangem

ent

(Ref

er N

ote

39

)(2

61

.47

)

(3,7

69

.68

)

(16

2.4

6)

(4

50

.10

)

(68

8.3

2)

(2

50

.37

)

(20

9.3

4)

(66

3.9

1)

(6

,45

5.6

0)

(24

0.1

9)

As

at

Ma

rch

31

, 2

01

8-

- -

- -

- -

-

-

-

Dep

reci

ati

on

an

d I

mp

air

men

t

As

at

Ap

ril

1,

20

16

- 4

30

.23

3

,06

1.0

3

30

3.1

1

18

2.9

0

10

9.7

4

29

2.4

1

29

5.4

1

4,6

74

.83

-

Les

s: A

ccum

ula

ted

dep

reci

atio

n p

erta

inin

g t

o a

sset

s o

f

dis

conti

nued

op

erat

ion (

Ref

er N

ote

24

)-

41

2.9

9

2,7

07

.94

8

5.0

5

26

.40

3

.25

1

99

.42

8

4.9

4

3,5

19

.99

-

Dep

reci

atio

n f

or

the

yea

r-

82

.45

8

0.1

3

2

9.1

0

76

.59

7

.99

2

6.0

9

54

.51

3

56

.86

-

Dis

po

sals

- -

(17

2.2

8)

(0

.26

)

- (0

.22

)

(13

.97

)

(0

.49

)

(18

7.2

2)

-

As

at

Ma

rch

31

, 2

01

7-

99

.69

2

60

.94

2

46

.90

2

33

.09

1

14

.26

1

05

.11

2

64

.49

1

,32

4.4

8

-

As

at

Ap

ril

1,

20

17

- 9

9.6

9

26

0.9

4

24

6.9

0

23

3.0

9

11

4.2

6

10

5.1

1

26

4.4

9

1,3

24

.48

-

Dep

reci

atio

n f

or

the

yea

r-

- 1

0.3

1

-

- -

-

- 1

0.3

1

-

Dis

po

sals

- -

(23

8.8

7)

-

- -

-

- (2

38

.87

)

-

Purs

uan

t to

Co

mp

osi

te S

chem

e o

f ar

rangem

ent

(Ref

er N

ote

39

)-

(99

.69

)

(32

.38

)

(24

6.9

0)

(2

33

.09

)

(11

4.2

6)

(1

05

.11

)

(2

64

.49

)

(1,0

95

.92

)

-

As

at

Ma

rch

31

, 2

01

8-

- -

- -

- -

-

-

-

Net

ca

rry

ing

va

lue

As

at

Ma

rch

31

, 2

01

8-

- -

- -

- -

-

-

-

As

at M

arch

31

, 2

01

72

61

.47

3

,66

9.9

9

34

1.0

0

20

3.2

0

45

5.2

3

13

6.1

1

10

4.2

3

39

9.4

2

5,5

70

.61

2

40

.19




Note 7 : Other Intangible Assets

(Rupees in Lacs)

Particulars Softwares

Gross carrying value

As at April 01, 2016 199.90

Additions -

Deductions -

As at March 31, 2017 199.90

As at April 1, 2017 199.90

Additions -

Deductions -

Pursuant to Composite Scheme of arrangement (Refer Note 39) (199.90)


Amortisation and Impairment

As at April 01, 2016 93.22

Amortisation for the year 39.98

Deductions -

As at March 31, 2017 133.20

As at April 1, 2017 133.20

Amortisation for the year -

Deductions -

Pursuant to Composite Scheme of arrangement (Refer Note 39) (133.20)


Net carrying value


As at March 31, 2017 66.70





(Rupees in Lacs)

As at

March 31, 2018**

As at

March 31, 2017

Non-Current investments

(i) Investment at Equity method

In Equity Instruments of associate , unquoted


Nil (PY : 2,000,000) Equity Shares of Rs. 10 each fully paid-up.

Add: Proportionate Share in Securities Premium - 20,848.00

Less: Share in Loss of Associate - (12,778.89)

- 8,269.11

(ii) Investment at Fair value through other comprehensive income

In Debentures, unquoted

Dorizoe Lifesciences Limited

Nil (PY : 69,366) Zero Coupon Unsecured Compulsory Convertible Debentures of Rs 3,000 each fully paid up - 2,081.97

- 2,081.97

(iii) Investments at fair value through Profit or Loss (FVTPL) [Refer note below]

In Equity shares, unquoted

Claris Lifesciences de Mexico SA de CV (Refer Note b below) - -

50 (PY : Nil) Ordinary Shares of Mexican Pesos 1000 each fully paid-up


Nil (PY : 19,400) Equity Shares of Rs. 10 each fully paid

- 1.94

Total Non-current investments - 10,353.02

Current Investments

(i) Investments at fair value through Other Comprehensive Income (FVTOCI)

(a) Investments In Bonds and debentures - Quoted

IDBI Limited - 1,992.68

Edelweiss Asset Reconstuction - 2,571.00

Nil (PY 2,500) units of 10.50% Non-Convertible Debenture of Rs. 100,000 each

Bank of India - 1,494.24

Total Investments In Bonds and debentures - Quoted - 6,057.92

(b) Investments in Preference shares - Quoted

IL and FS Transportation Networks Limited - 1,006.97

Nil (PY 5,000,000) units of 10.53% Cumulative Non-Convertible Compulsorily Redeemable Preference

Shares of Rs. 20 each, fully paid up

Total Investments in Preference shares - Quoted - 1,006.97

Total Investment at Fair value through other comprehensive income - 7,064.89

(ii) Investment carried at amortised cost

Investments in Corporate deposit

Mahindra & Mahindra Financial Services Ltd - 2,000.00

Investments in Preference shares

Highorbit Careers Private Limited - 49.97

Nil (PY : 322) units of 0.01% Compulsorily Convertible Preference shares Rs. 10 each, fully paid up

Total Investment carried at amortised cost - 2,049.97

Particulars

Nil (PY 200) units of 11.09% Unsecured, subordinated, Non-Convertible Bonds of Rs. 1000,000 each

Nil (PY 150) units of 9.95% Unsecured, subordinated, Non-Convertible Bonds of Rs. 1,000,000 each





(Rupees in Lacs)

As at

March 31, 2018**

As at

March 31, 2017Particulars

(iii) Investments at fair value through Profit and Loss (FVTPL)

(a) Investments in Mutual fund-Quoted

Nil (PY 11,057.75) units of Reliance Liquid Fund - 437.22

- 529.16

Nil (PY 20,000,000) units of Kotak Mahindra MF (FMP) SR 131 - 2,713.34

- 258.32

- 239.52

- 996.57

- 199.31

- 485.65

- 500.53

Total Investments in Mutual fund-Quoted - 6,359.62

(b) Investments in Alternate Investment fund (AIF) - Unquoted

Nil (PY 661,503) units of Kedaara Capital AIF 1 - 70.36

IIFL Real Estate Fund Domestic (Series II) - 2,000.00

Nil (PY 250) units of Carpedium Capital AIF - 25.00

Reliance Yield Maximizer AIF - Scheme 1 - 750.51

Nil (PY 333,333) units of Kae Capital Management Pvt.Ltd. - 33.33

Nil (PY 5,000) units of Edelweiss Stressed and Troubled Assets Revival Fund - I - 419.18

Total Investments in Mutual fund- Unquoted - 3,298.38

Total Investment carried at FVTPL - 9,658.00

Total Current investments - 18,772.86

- Aggregate value of quoted invetments and market value thereof - 13,424.51

- Aggregate value of Unquoted invetments - 15,701.36

* As at March 31, 2017, these investments are pledged with Bank for securing credit facilities obtained by one of the subsidiary Companies

** From appointed date April 1, 2017, Investments of Rs.29,125.87 lacs has been transferred to Altheon Enterprises Limited pursuant to composite

scheme of arrangement (Refer Note 39).

Nil (PY 1,813,150.824 ) units of IDFC Government Securities Fund PF Plan Growth

Nil (PY 1,352,104.1444) units of SBI Blue Chip Fund - Regular Plan - Dividend*

Nil (PY 880,514.2203) units of SBI Magnum Balanced Fund - Regular Plan - Dividend*

Nil (PY 7,206,168.4802) units of SBI Corporate Bond Fund - Regular Plan - Dividend*

Nil (PY 1,722,860.638) units of SBI Savings Fund - Regular Plan - Dividend

Nil (PY 472,089.667) units of SBI Pharma - Regular Plan - Dividend*

Nil (PY 31,706.953) units of Principal Cash Management Fund -Growth Option

Note a : Investments includes investment in unquoted equity share & mutual funds. Fair value of unquoted investment in Mutual funds is determined by reference to the Net

Asset Value ('NAV') available from respective Asset Management Company ('AMC'). Fair value of unquoted investment in equity instrument have been estimated using

judgment based on unobservable inputs. The probabilities of the various estimates within the range can be reasonably assessed and are used in management’s estimate of fair

value for these unquoted equity investment.

Note b : Cost of Investment in ordinary shares of Claris Lifesciences de Mexico SA de CV is Rs.2 lacs and is classified as financials asstes at fair value through profit or

loss. Loss of Rs.2 lacs on fair valuation of investment is recognised in statement of profit and loss.




Note 9 : Trade receivables

(Rupees in Lacs)

Particulars As at

March 31, 2018

As at

March 31, 2017

(Unsecured and Current)

Trade receivables - considered good (Refer Note below) 58.10 1,813.12

Trade receivables - credit impaired 3,129.59 5,720.32

Less : Allowance for doubtful receivables (3,129.59) (5,720.32)

58.10 1,813.12

Summary of Movement in allowance for doubtful trade receivables

(Rupees in Lacs)

Particulars For the year ended

March 31, 2018

For the year ended

March 31, 2017

Balance at the beginning of the year 5,720.32 6,432.06

Opening balance corresponding to trade receivable held for sale - (1,502.32)

Movement during the year (including Rs.- 2,246.03 lacs in discontinued operation) (1,823.16) 790.58

Impact of foreign currency fluctuation (21.07) -

Less : Write off of bad debts (746.50) -

Balance at the end of the year 3,129.59 5,720.32

Note 10 : Loans

(Rupees in Lacs)

Particulars As at

March 31, 2018

As at

March 31, 2017


Current

Loans to Employees - 356.41

Loans to Others - 595.00

- 951.41

- 951.41

Note 11 : Other Non Current / Current financial assets

(Rupees in Lacs)

Particulars As at

March 31, 2018

As at

March 31, 2017


Non-current

Security & tender deposits - 160.57

- 160.57

Current

Interest & dividend accrued 0.92 1,076.91

Other accrued income 130.70 231.61

Other current financial asset - 112.91

131.62 1,421.43

131.62 1,582.00

Note 12 : Cash and cash equivalents & Other Bank balance

(Rupees in Lacs)

Particulars As at

March 31, 2018

As at

March 31, 2017

Cash on hand - 9.43

Cheques on hand - 40.39

Balance with Bank

Current accounts and debit balance in cash credit accounts 6.88 2,640.99

In Deposit Account (with original maturity upto 3 months) - 213.99

Total cash and cash equivalents 6.88 2,904.80

Other Bank balance

In Deposit Account (with original maturity more than 3 months and less than 12 months) - 150.00

Margin money deposits 23.93 0.25

Unclaimed share application money lying in escrow account 0.17 0.18

Unpaid dividend accounts 7.50 5.80

31.60 156.23

38.48 3,061.03

Note : In line with International Supply Facilitation Agreement executed with Claris Otsuka Private Limited and Amended and Restated International Supply and

Marketing Agreement with Claris Injectables Limited, there being no liability and risk of pass through creditors with the company, the said Debtors and creditors balances

for pass through business has been shown as net-off.




Note 13 : Other Non-current / Current assets

(Rupees in Lacs)

Particulars As at

March 31, 2018

As at

March 31, 2017


Non-current

Capital advances - 1,150.42

- 1,150.42

Current

Advance to suppliers 0.91 2,187.61

Balance with Government authorities 325.98 592.03

326.89 2,779.64

326.89 3,930.06

Note 14 : Share Capital

(Rupees in Lacs)

Particulars As at

March 31, 2018

As at

March 31, 2017

Authorised

120,510,000 Equity Shares of Rs. 10 each 12,051.00 12,051.00

Issued, Subscribed, & Paid up :

54,567,765 Equity Shares of Rs. 10 each fully paid - up 5,456.77 5,456.78

5,456.77 5,456.78

(i) Reconciliation of number of equity shares outstanding at the beginning and at the end of the reporting year :

(Rupees in Lacs)

ParticularsNumbers Amount Numbers Amount

As at beginning of the year 54,567,765 5,456.78 54,567,765 5,456.78

Issued during the year - - - -

Bought back during the year - - - -

Outstanding at the end of the year 54,567,765 5,456.78 54,567,765 5,456.78

(ii) Rights, preferences and restrictions attached to equity shares

(iii) Equity Shares held by Holding Company (Rupees in Lacs)

Particulars As at

March 31, 2018

As at

March 31, 2017


% 71.75 -


% - 50.13

(iv) Shareholders holding more than 5% of total equity shares (Rupees in Lacs)

Particulars As at

March 31, 2018

As at

March 31, 2017


% 71.75 -


% - 50.13

Claris Holdings Private Limited Nos. 13,125,000 -

% 24.05 -

(v) During the period ended on March 31, 2015, the company had bought back 92,50,000 equity shares of the face value of Rs. 10 each (representing 14.49 % of the

total equity share capital of the Company) at the price of Rs. 250 per equity share aggregating to Rs. 23,125 Lacs which is less than 25% of the aggregate of equity

share capital and free reserves of the Company as per audited financial statements of the Company for the financial year ended December 31, 2012 through “Tender

Offer” route as prescribed under the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998.

��As at March 31, 2017

The Company has only one class of equity shares having a face value of Rs.10 per share. Each shareholder is eligible for one vote per equity share held. In the event of

liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all the preferential amounts, in the proportion of

their shareholding.


* With effect from appointed date April 1, 2016 and April 1, 2017, Equity shares of the Company held by Athanas Enterprises Private Limited and Abellon Enteprises

Limited are transferred to Altheon Enterprises Limited pursuant to the Composite scheme of arrangement (Refer Note 39). As the scheme has became effective from

November 1, 2018, regulatory filling and other regulatory requirement for transfer of shares in the name of Altheon Enterprises Limited is in process.




Note 15 : Other Equity

(Rupees in Lacs)

Particulars As at

March 31, 2018

As at

March 31, 2017

Capital redemption reserve


Less : Pursuant to Composite Scheme of arrangement (Refer Note 39) (1,425.00) -

- 1,425.00

Securities premium reserve

Opening Balance 33,232.62 33,232.62

Less : Pursuant to Composite Scheme of arrangement (Refer Note 39) (33,232.62)

- 33,232.62

General reserve



- 5,172.70

Balance in statement of profit and loss



Add : Net profit/(loss) for the year 1,699.72 10,892.16

Less : Appropriations

Dividend [Rs. 2 per share (Previous period : Nil)] (1,091.36) (1,091.36)

Tax on dividend (222.17) (222.17)

(5,431.95) 56,610.77

[A] (5,431.95) 96,441.09

Component of other comprehensive income

Particulars Notes As at

March 31, 2018

As at

March 31, 2017

Net gain / (loss) on FVOCI debt instruments

Balance as per last balance sheet 43.38 64.64

Add / (Less) :

Pursuant to Composite Scheme of arrangement (Refer Note 39) (43.39) -

Net profit/(loss) for the year/period - 16.73

Income tax effect - (37.99)

(0.00) 43.38

Foreign exchange translation differences

Balance as per last balance sheet 52.35 (433.34)

Add / (Less) :

Pursuant to Composite Scheme of arrangement (Refer Note 39) (12.23) -

Net gain/(loss) for the year/period 5.51 (683.04)

Foreign currency Monetary item translation difference account - 1,168.73

Closing balance 45.62 52.35

Total other comprehensive income [B] 45.62 95.73

[A+B] (5,386.33) 96,536.82

Nature and purpose of reserves

Capital Redemption Reserve: The Company has recognised Capital Redemption Reserve on buyback of equity shares from its retained earnings. The amouont of

Capital Redemption Reserve is equal to nominal amount of the equity shares bought back.

Security Premium Reserve: The amount received in excess of face value of the equity shares, in relation to issuance of equity, is recognised in Security Premium

Reserve

General Reserve: The Company has transferred a portion of net profit of the company before declaring dividend to general reserve pursuant to the earlier provisions

of the Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.

Net gain / (loss) on FVOCI debt instruments: This represents cumulative gain and losses arising on the revaluation of debt instruments measured at fair value

through other comprehensive income that has been recognised in other comprehensive income, net of amount reclassified to profir or loss when such debt

instruments are disposed off and impairment losses on such instruments..




Note 16 : Borrowings

(Rupees in Lacs)

Particulars As at

March 31, 2018

As at

March 31, 2017

Non-current

Secured

Term loans from banks

Rupee term loans - 1,483.94

Vehicle loans - 174.41

- 1,658.35

(c) Rate of interest on the above loans ranges between 10% to 14%. p.a.

Note 17 : Trade payables

(Rupees in Lacs)

Particulars As at

March 31, 2018

As at

March 31, 2017

Current

Due to Micro, small and medium enterprise (MSME) (Refer Note below) - -

Due to others than MSME 192.04 4,676.54

192.04 4,676.54

Note 18 : Provisions

(Rupees in Lacs)

Particulars As at

March 31, 2018

As at

March 31, 2017

Long-term provisions

Provision for Gratuity (Refre Note 26) - 259.03


Provision for Superannuation - -

- 693.84

Short-term provisions

Provision for Gratuity (Refre Note 26) - 15.61


Other Employee Benefits - 5.40

- 42.65

- 736.49

Note 19 : Other financial liabilities

(Rupees in Lacs)

Particulars As at

March 31, 2018

As at

March 31, 2017

Current

Current maturities of long-term borrowings (Refer note 16)

- Term loans from Bank - 378.00

- Vehicle loans form Bank - 119.36

Interest accrued but not due on borrowings - 18.48

Payables on purchase of fixed assets - 42.41

Security Deposits - 98.68

Unclaimed share application money 0.17 0.18

Unpaid dividend 7.50 5.80

Payable to Related Parties 1,993.01 -

Other financial liabilities 3.00 172.45

2,003.68 835.36

Note 20 : Other Non-current/current liabilities

Particulars As at

March 31, 2018

As at

March 31, 2017

Current

Advance from Customers 135.47 1,365.40

Payables to statutory and other authorities 1.11 95.66

Other current liabilities - 79.32

136.58 1,540.38

(a ) The term loan as at March 31, 2017 is secured by equitable mortgage on the Group's immovable property.

(b) Vehicle loans from banks are secured by hypothecation of respective vehicles.

Note : There are no Micro, Small and Medium Enterprises, to whom the Group owes dues (including interest on outstanding dues) which are outstanding as at the

Balance Sheet date. The above information has been determined to the extent such parties have been identified on the basis of information available with the

Group.




Note 21 : Other income

(Rupees in Lacs)


March 31, 2018

For the year ended

March 31, 2017

Interest income 0.92 -

Gain on sale of property, plant and equipment 725.52 -

Surplus on recovery of power & fuel charges 40.79 461.58

Refund from UGVCL - 111.04

Sundry balance written back 126.41 -

Income from renewable energy certificates 238.94 263.36

Sale of solar power 235.27 308.18

Miscellaneous income 23.93 44.50

1,391.78 1,188.66

Note 22 : Depreciation and amortisation expense

(Rupees in Lacs)


March 31, 2018

For the year ended

March 31, 2017

Depreciation on property, plant and equipment 10.31 13.86

10.31 13.86

Note 23 : Other expenses

(Rupees in Lacs)


March 31, 2018

For the year ended

March 31, 2017

Traveling 962.39 -

Rates and Taxes 0.25 -

Bad Debts written off 746.50

Less: Provisions for Doubtful debts utilised (746.50) - -

Provision for doubtful debts, advances and receivables 422.94 790.05

Loss on account of exchange variation (net) 6.62 27.95

Loss on fair valuation and sale of investment 15.86 -

Legal , Professional & Consultancy fees 195.91 -

Donations 12.00 30.15

Expenditure on corporate social responsibility 83.91 128.33

Payment to auditors 19.05 33.26

General Charges 74.87 54.31

1,793.80 1,064.05




Note 24: Discontinued operations

(1) Disposal of Treasury & Investment Undertaking and Trading Undertaking:

(2) Loss of control of subsidiary company:

(3) Tranfer of Injectables business:

4) Disposal of Infusion Business:

Result of discontinued operations

(Rupees in Lacs, except earnings per share data)


on March 31, 2018

For the year ended

on March 31, 2017

Revenues 4,628.64 87,458.12

Operating expenses (1,378.82) (61,293.77)

Depreciation - (3,116.72)

Finance cost - (4,302.51)

Profit before share in loss of Associate and tax from Discontinued opertions 3,249.82 18,745.12

Share in loss of Associate - (2,609.27)

Profit before tax from Discontinued opertions 3,249.82 16,135.85

Tax expenses 1,110.18 5,310.38

Profit for the year from discontinued operations 2,139.64 10,825.47

Profit for the year from discontinued operations attributable to :



Earning per equity share of Rs.10 each (basic and diluted) 4.18 19.84

54,567,765 54,567,765

During the year, Group entered in to Quota purchase agreement dated December 28, 2017 whereby it has disposed of its investment in subsidiary company, Claris Produtos

Farmaceuticos do Brasil Ltda. Hence, in line with Ind AS 105, operation of this subsidiary company from April 1, 2017 to the date of disposal were classified as

discontinued operation for the year March 31, 2018.

Pursuant to the Composite scheme of arrangement (Refer Note 39), Treasury and Investment Undertaking and Trading undertaking of the Holding Company, CLaris

Lifesciences Limited, is transferred to Altheon Enterprises Limited along with all assets, liabilities and employees relating to the demerged undertaking on a going concern

basis w.e.f April 1, 2017 (appointed date). Hence, in line with Ind AS 105, operation of Treasury & Investment Undertaking and Trading Undertaking were classified as

discontinued operations for the year March 31, 2017.

Weighted average number of equity shares of Rs.10 each used for calculation of basic and diluted earnings

per share

During the previous year, the Company entered into an agreement, with the Baxter Group to transfer, through one or more transactions involving the transfer of ownership

of the subsidiary(ies), its 'Injectables Business' carried on by the Company in India and overseas, through its subsidiary Claris Injectables Limited and other identified

indirect subsidiaries of the Company. After signing of the share purchase agreement, the said transaction was approved by the shareholders of the Company on February

17, 2017. Further, Pursuant to composite scheme of arrangement (Refer Note 39), ownership in the form of investment in subsidiary(ies), Claris Injectables Limited and

other identified indirect subsidiaries of the Company is transferred to Altheon Enterprises Limited with effect from appointed date April 1, 2017. Considering the

agreement with the Baxter Group and composite scheme of arrangement, Company has classified its operation pertaining to 'Injectable Business' as discontinuned operation

for the year ended March 31, 2018 and March 31, 2017 in line with Ind AS 105.

Pursuant to composite scheme of arrangement, owenership in the form of Investment in Associate company, Otsuka Pharmaceuticals India Private Limited (Formerly

known as Claris Otsuka Private Limited), is transferred to Altheon Enterprises Limited with effect from appointed datae April 1, 2017 (ReferNote 39). On May 8, 2017,

definitive agreement has been signed with Otsuka Pharmaceuticle Factory Inc (Japan) ("Otsuka") to sale its 20% stake in Associate company, Otsuka Pharmaceuticals

India Private Limited (Formerly known as Claris Otsuka Private Limited). Considering the composite scheme of arrangement and definitive agreement, Company has

classified its operation pertaining to 'Infusion' Business' as discontinued operation for the year ended March 31, 2018 and March 31, 2017 in line with Ind AS 105.




Summary of major assets and liabilities of disconsitnued operation (Injectable business) as at March 31, 2017

(Rupees in Lacs)

Particulars As at March 31, 2017

Assets

Property, plant and equipment 84,653.08

Capital work-in-progress 585.23

Intangible assets 10.66

Inventories 11,235.51

Trade receivables 14,024.69

Cash and bank balance 12,893.34

Other financials assets 2,296.72


Other assets 3,916.90

Total assets classified as held for sale 129,818.35

Liabilities

Borrowing 47,001.35

Trade payable 8,702.26

Other financial liabilities 6,515.18

Provisions 1,431.42

Current tax liabilities (net) 897.58

Other liabilities 2,191.97

Total liabilities associated to assets classified as held for sale 66,739.76

Net Assets directly associated with discontinued operations 63,078.59

Net cash generated from discontinued operations

(Rupees in Lacs)


on March 31, 2018

For the year ended

on March 31, 2017

Operating acitvities 2,139.64 13,136.89

Investing activities - (5,845.58)

Financing activities - (9,235.34)

Net Cash flow 2,139.64 -1,944.03




Note 25 : Income taxes

The major components of tax expense for the year ended March 31, 2018 and March 31, 2017 are :

(Rupees in Lacs)

Particulars

Statement of Profit and Loss (including discontinued operation0

Current tax

Current income tax - 5,099.04

Adjustment of tax relating to earlier periods 449.77 (88.54)

Deferred tax

Deferred tax expense 831.55 243.57

1,281.32 5,254.07


Net loss/(gain) on actuarial gains and losses - (40.33)

Net loss / (gain) on instruments carried at fair value through OCI - 37.99

- (2.34)

Income Tax as per statement of profit and loss 1,281.32 5,251.73

Reconciliation of tax expense and the accounting profit

Particulars

Accounting profit/(loss) before tax from continuing operations (412.33) 110.74

Accounting profit/(loss) before tax from discontinuing operations 3,249.82 16,135.85

2,837.50 16,246.58

Tax @ 34.608% (March 31, 2016: 34.608%) 982.00 5,622.62

Adjustment

Difference in tax rate of certain companies in the group - (1.43)

Impact of current tax of earlier years 449.77 (88.54)

Impact of expenses not allow as deduction 52.09 89.70

Profit / (Loss) covered under higher and lower tax rate (338.88) (14.76)

Income on which tax not required to be paid - (139.95)

Additional allowance on revenue and capital expenditure - (366.39)

Deferred tax not recognised considering probable uncertainty of future taxable capital profit 136.35 152.83

Tax expense recognised in statement of profit & loss 1,281.33 5,254.08

Tax expense of continuing operations 171.14 (56.32)

Tax expense of discontinued operations 1,110.18 5,310.38

Tax expense / (benefit) 1,281.32 5,254.06

Major component of deferred tax assets / (liabilities) arising on account of temporary differences (Rupees in Lacs)

Deferred tax

liabilities (net)

Deferred tax

Assets (net)*

Deferred tax

liabilities (net)

Deferred tax

Assets (net)

Difference between WDV of property, plant

& equipment as per books of accounts and

income tax - (6,640.69) 6,582.93 57.76 - - -

Allowance for doubtful debt - 2,563.87 (517.00) (825.95) - - 1,220.91

Expenditure allowable on payment basis - 610.52 (610.52) - - - -

Unused tax losses & unused tax credit

available for offsetting against future income - 3,262.53 (3,199.17) (63.36) - - -

Fair valuation of financial instruments - (104.96) 104.96 - - - -

Unrealised gain / loss on intra group

transactions - 2,801.04 (2,801.04) - - - -

Undistributed profit of Associate (1,852.56) - 1,852.56 - - - -

Others - 176.02 (176.02) - - - -

Net deferred tax assets/(liabilities) (1,852.56) 2,668.33 1,236.70 (831.55) - - 1,220.91

For the Year ended March 31,

2017

For the Year ended March 31,

2018

For the year ended March 31,

2017


2018

Particulars

(Credit)/charge

in the

Statement of

Profit and Loss

(Credit)/charge

in Other

Comprehensive

Income

��As at March 31, 2018Pursuant to

composite scheme

of arrangement

(Refer Note 39)





Major component of deferred tax assets / (liabilities) arising on account of temporary differences (Rupees in Lacs)

Deferred tax

liabilities (net)

Deferred tax

Assets (net)

Deferred tax

liabilities (net)

Deferred tax

Assets (net)*

Difference between WDV of property, plant

& equipment as per books of accounts and

income tax - (4,580.62) 2,060.07 - (6,640.69)

Allowance for doubtful debt - 2,222.50 (341.37) - 2,563.87

Expenditure allowable on payment basis - 350.75 (219.44) (40.33) - 610.52

Unused tax losses & unused tax credit

available for offsetting against future income - 4,235.71 973.18 - 3,262.53

Fair valuation of financial instruments - (289.78) (222.80) 37.99 - (104.96)

Unrealised gain / loss on intra group

transactions - 1,373.36 (1,427.69) - 2,801.04

Undistributed profit of Associate (2,471.90) 0.00 (619.34) (1,852.56) -

Others - 216.98 40.96 - 176.02Net deferred tax assets/(liabilities) (2,471.90) 3,528.90 243.57 (2.34) (1,852.56) 2,668.33

(Rupees in Lacs)

Reconciliation of deferred tax assets / (liabilities), net

As at

March 31, 2018

As at

March 31,

2017*

Opening balance as of April 1 815.77 1,057.00

Pursuant to composite scheme of arrangement (Refer Note 39) 1,236.70 -

Tax (income)/expense during the period recognised in profit or loss 831.55 243.57

Tax (income)/expense during the period recognised in OCI - (2.34)

Closing balance as at March 31 1,220.92 815.77

* Includes deferred tax assets (net) of Rs.202.23 lacs as at March 31, 2017 pertaining to discontinued operations

Current tax assets and liabilities

(Rupees in Lacs)

Particulars

Non-current

Non-Current tax assets 626.74 1,439.99

Current

Current tax liabilities - 35.61


Particulars

(Credit)/charge

in the

Statement of

Profit and Loss

(Credit)/charge

in Other

Comprehensive

Income

��As at March 31, 2017��As at March 31, 2016




Note 26 : Employee benefits

A. Defined contribution plans:

The Group deposits amount of contribution to government under PF and other schemes operated by government.

(Rupees in Lacs)

Particulars

Provident and other funds - 46.78

- 46.78

B. Defined benefit plans:

The Group has following post employment benefits which are in the nature of defined benefit plans:

(a) Gratuity

Changes in defined benefit obligation and plan assets (Rupees in Lacs)

Particulars

Gratuity - Defined benefit obligation

Opening Balance 274.64 644.02

Less: Opening liability of discontinued operation (431.16)

Less: Transferred pursuant to composite scheme of arrangement (Refer Note 39) (274.64)

Gratuity cost charged to statement of profit and loss (including discontinued operations)

Service cost - 28.38

Net interest expense - 16.61

Transfer in / (out) obligation - (11.54)

Sub-total included in statement of profit and loss - 33.45

Benefit paid (22.90)

Remeasurement gains/(losses) in other comprehensive income -

Actuarial changes arising from changes in financial assumptions - 21.00

Experience adjustments - 30.23

Sub-total included in OCI - 51.23

Defined benefit obligation - 274.64

Fair value of plan assets - -

Total benefit liability - 274.64

The principal assumptions used in determining above defined benefit obligations for the Group’s plans are shown below:

Particulars

Discount rate - 7.35% - 7.40%

Future salary increase - 6.00%

Attrition rate -

3% at younger ages

reducing to 1% at older

ages

Mortality rate during employment -

Indian assured lives

Mortality(2006-08)

A quantitative sensitivity analysis for significant assumption is as shown below:

Gratuity (Rupees in Lacs)

Particulars Sensitivity level

For the year ended

March 31, 2018

For the year ended

March 31, 2017

Gratuity

0.5% increase - (15.36)

0.5% decrease - 16.71

0.5% increase - 10.31

0.5% decrease - (9.57)

10% increase - 3.08

10% decrease - (3.22)

For the Year ended March 31, 2017For the Year ended March 31, 2017


��For the year ended March 31, 2017��For the year ended March 31, 2018

Salary increase

Withdrawal Rates

Discount rate

The Group operates gratuity plan wherein every employee is entitled to the benefit as per scheme of the Group, for each completed year of service. The benefit vests only after five

years of continuous service, except in case of death/disability of employee during service. The vested benefit is payable on separation from the Group, on retirement, death or

termination.


increase / (decrease) in defined benefit obligation (Impact)




The followings are the expected future benefit payments for the defined benefit plan : (Rupees in Lacs)

Particulars

Gratuity

Within the next 12 months (next annual reporting period) - 15.61

Between 2 and 5 years - 45.17

Beyond 5 years - 90.67

Total expected payments - 151.45

Weighted average duration of defined plan obligation (based on discounted cash flows) (Rupees in Lacs)

Particulars

Gratuity - 22.81

C. Other Long term employee benefit plans

Leave encashment

Salaries, Wages and Bonus include Rs. Nil (P.Y.: Rs.221.06 Lacs) towards provision made as per actuarial valuation in respect of accumulated leave encashment/compensated

absences.

For the year ended March 31, 2017 For the year ended March 31, 2018

For the year ended March 31, 2018 For the year ended March 31, 2017




Note 27: Related Party transactions

Related party disclosures, as required by Ind AS 24, ” Related Party Disclosures”, are given below.

(A) Particulars of related parties and nature of relationships

Name of the related parties

A. Holding company C. Fellow Subsidiary companies (from April 1, 2017)

Athanas Enterprise Private Limited (up to March 31, 2017) Claris Holding Private Limited

Altheon Enterprises Limited (from April 1 , 2017) Dorizoe Lifesciences Inc.

Abellon EPC & Technologies Limited

B. Fellow Subsidiary companies (From April 1, 2017) Abellon Power Limited

(Following companies are subsidiary / Step down subsidiary companies up to Abellon CleanEnergy Limited

March 31, 2017) Abellon Solarenergy Limited

Claris Capital Limited Abellon Eco Equipments Limited

Catalys Venture Cap Limited Abellon Co-Gen Limited

Claris Middle East FZ LLC Abellon CleanEnergy Gandhidham Limited

Claris SteriOne Poornakumbha Gramin Development Foundation

Claris Lifesciences Colombia Ltds Wastefuels Limited

Claris Lifesciences De Mexico SA de CV Goodwatts WTE Solar Modasa Private Limited

Claris Injectables Limited (upto July 26, 2017) Goodwatts WTE Ahmedabad Private Limited

Claris Pharmaservices (up to July 26, 2017) Goodwatts WTE Vadodara Private Limited

Claris Lifesciences Philippines Inc. (up to July 26, 2017) Goodwatts WTE Surat Private Limited

Claris Lifesciences (UK) Limited (up to July 26, 2017) Goodwatts WTE Botad Private Limited

Claris Lifesciences (Aust) Pty. Limited (up to July 26, 2017) Goodwatts WTE Jamnagar Private Limited

Claris Lifesciences Inc. (up to July 26, 2017) Goodwatts WTE Rajkot Private Limited

ELDA International DMCC (up to July 26, 2017) Goodwatts WTE Solar Modasa 2 MW Private Limited

Abellon Cleanenergy Ghana Limited

Ashlar Holding B. V.

Abellon Energy Inc.

Abellon Energy Italy SRL

Abellon EPC & Trade FZE

Cygnus Laboratories Limited

Xcelris Labs Limited

D. Fellow Associate Company (from April 1, 2017)

Otsuka Pharmaceutical India Private Limited (From April 1, 2017 to September 21, 2017) (formerly known as Claris Otsuka Private Limited) (Associate

company up to March 31, 2017)

Abellon Bambooworks Limited (From March 10, 2018)

E. Companies over which Key Management Personnel and their relatives are able to exercise significant influence

Poiesis Education Foundation Zivene Design and Development Private Limited (upto March 30, 2018)

Redbricks Education Foundation Suddhi Foundation

India Renal Foundation Orbitol Investments Private Limited

Abellon Agrisciences Limited

F. Key Management Personnel

Executive directors Non Executive directors

Mr. Surrinder Lal Kapur

Mr. Aditya S. Handa

Mr. Shyam Sharma (from May 20, 2017) Mr. Chetan S. Majmudar (up to May 20, 2017)

Mr. T. V. Ananthanarayanan

Company Secretary Mr. Anup P. Shah

Ms. Milina Bose

Mr. Amish Vyas (up to August 11, 2017)

Mr.Sushilkumar Handa

Mrs. Beena Handa

Mr. Arjun Handa

Mr. Chandrasingh S. Purohit

Mr. Kirit H. Kanjaria

G. Relatives of Key Management Personnel

Mr. Aditya Handa

Mrs. Krishna A. Handa




(B) Related party transactions and balances

��Terms and conditions of transactions with related parties

(Rupees in Lacs)

a) Transactions during the yearFor the year ended

on March 31, 2018

For the year ended

on March 31, 2017

1

(i) Sales

587.97 -


(ii) Other operating income / Other income

Claris injectables Limited (Formerly known as Claris Lifesciences International Limited) 200.48 -


2


3


4 Purchase of stock in trade

From Fellow Subsidiary Company

Claris injectables Limited (Formerly known as Claris Lifesciences International Limited) 934.95 -

From Fellow Associate Company

Otsuka Pharmaceuticals India Private Limited (Formerly known as Claris Otsuka Private Limited) (11.54) 1,029.42

5 Sale of Property, plant and equipment


Claris Capital Limited 945.00 -

6 Sale of Investment


Catalys Venture Cap Limited 59.85 -

7

Short-term employee benefits - 1,950.05

Post employement benefits - 1.08

8

To non-executive directors 19.60 16.80

9

7.50 -

10

In Debentures of Companies over which Key Management Personnel and their relatives are able to exercise

significant influence

Dorizoe Lifesciences Limited - 1,299.99

Investment made during the period

Advances Received / adjusted during the period



Remuneration Paid

To Key Management Personnel*

Sitting Fees paid

Services rendered


Service received


Through Fellow Subsidiary Company

Through Associate Company


Claris Lifesciences Philippines Inc.

The sales to and purchases from related parties are made on terms equivalent to those that prevail in an arm’s length transactions. As at March 31, 2018, the

Company carries carries an impairment of Investment in fellow subsidiary company amounting to Rs.2 lacs (PY : Rs.Nil). This assessment is undertaken each

financial year through examining the financial position of the related party and the market in which the related party operates.

The details of material transactions and balances with related parties (including those pertaining to discontinued operations) are given below:

Sales and other operating income

To Fellow subsidiary Company




11 Donation given

To Company in which Key Management Personnel or their relatives are able to exercise significant influence

Poiesis Education Foundation - 80.74

Redbricks Education Foundation - 60.14

India Renal Foundation 3.55 8.62

Shuddhi Foundation Trust 10.00 -

12 Purchase of Property, plant and equipment

Flourish Foodproducts Pvt. Ltd. - 113.70

(Rupees in Lacs)

As at

March 31, 2018

As at

March 31, 2017

1

Otsuka Pharmaceuticals India Private Limited (Formerly known as Claris Otsuka Private Limited) - 3,834.87

2


3

- 34.62

4

7.50 -

5

- -


In Debentures of Companies over which Key Management Personnel and their relatives are able to exercise

significant influence

- 2,081.97

In equity shares of Company in which Key Management Personnel or their relatives

are able to exercise significant influence


Loans and advances

In equity shares of Fellow Subsidiary Company

Claris Lifesciences de Mexico SA de CV (Net of provision of Rs.2 lacs (PY Nil))

In equity shares of Associate Company

Dorizoe Lifesciences Limited

The Group has not given any Loans and Advances in the nature of loan to Companies over which Key Management Personnel and their relatives are able to

exercise significant influence.

Note:

1) Pursuant to Composite scheme of arrangement, Company has transferred net assets of Rs.102,162.14 lacs to Altheon Enterprises Limited with appointed date

April 1, 2017. Refer Note 39 for further information.

Investments Balance at the end of the period (net of provision)

To Key Management Personnel

Advances received outstanding



Advances granted outstanding

From Associate Company

Outstanding Payables


Outstanding Receivables (net of provision)

To Company in which Key Management Personnel or their relatives are able to exercise

b) Balances at the end of the year

* Remuneration to Key Management Personnel during the year is paid by the Holding Company




Note 28 : Description of the Group

(Rupees in Lacs)

Particulars

Subsidiary Companies

iCubix Infotech Limited India - 100

Claris Injectables Limited India - 100

Ogen Nutrition Limited India - 100

Claris Infrastructure Limited India - 100

Claris Capital Limited India - 100

Claris Produtos Farmaceuticos do Brazil Ltda.** Brazil - 100

PT. Claris Lifesciences Indonesia Indonesia 100 100

Claris Lifesciences Colombia Ltda. Colombia - 100

Catalys Venture Cap Limited Mauritius - 100

Claris SteriOne Mauritius - 100

Claris Pharmaservices Mauritius - 100

Claris Lifesciences Venezuela C. A. Venezuela 100 100

Claris Lifesciences Inc. USA - 100

Claris Lifesciences (UK) Limited UK - 100

Claris Lifesciences & Cia. Chile Limitada Chile 100 100

Claris Lifesciences (Aust) Pty Limited Australia - 100

Claris Lifesciences de Mexico S.A. de C.V.*** Mexico - 100

Claris Lifesciences Philippines, INC. Philippines - 100

Claris Middle East FZ LLC Dubai - 100

Elda International DMCC Dubai - 100

Associates

Otsuka Pharmaceuticals India Private Limited (Formerly known as Claris Otsuka Private Limited)India - 20

* Change in the holding as compared to previous year is pursuant to the composite scheme of arrangement (Refer Note 39).

** Claris Produtos Farmaceuticos do Brazil Ltda. is a subsidiary company till December 28, 2017 where company's holding is 58.27%.

*** Holding in Claris Lifesciences de Mexico S.A. de C.V. is 0.08% in current year and Group does not have control over the same.

Note 29 : Investment in associate

Summarised Balance Sheet (Rupees in Lacs)

Particulars

Current assets 18,878.63

Non-current assets 81,281.83

Current liabilities 34,517.72

Non-current liabilities 24,297.23

Equity 41,345.51

Proportion of the Group’s ownership 20%

Carrying amount of the investment 8,269.10

Summarised Profit and Loss (Rupees in Lacs)

Particulars

Revenue 33,790.46

Cost of raw material and components consumed 14,754.33

Depreciation & amortisation 4,060.51

Finance cost 1,547.33

Employee benefit 5,432.46

Other expense 21,042.26

Profit before tax (13,046.43)

Income tax expense -

Profit for the year (continuing operations) (13,046.43)

Other comprehensive income (328.67)

Total comprehensive income for the year (continuing operations) (13,375.10)

Share in total comprehensive income for the

year (2,674.99)

- Share in profit for the year (2,609.27)

- Share in OCI for the year (65.72)

For the year ended March 31, 2017

% of Holding either directly/

indirectly or through subsidiary as

at March 31, 2017

% of Holding either directly/

indirectly or through subsidiary

as at March 31, 2018*

Country of Incorporation

The Group has 20 % interest in Otsuka Pharmaceutical India Private Limited (earlier known as Claris Otsuka Private Limited), which is involved in the manufacture of Infusion

products in India till March 31, 2017. With effect from April 1, 2017, Company has lost significant influence over the Otsuka Pharmaceutical India Pvt. Ltd pursuant to

composite scheme of arrangement (Refer Note 38). Otsuka Pharmaceutical India Pvt. Ltd is a private entity that is not listed on any public exchange. The Group’s interest in

Otsuka Pharmaceutical India Private Limited is accounted for, using the equity method in the consolidated financial statements for the year ended March 31, 2017. The

following table illustrates the summarised financial information of the Group’s investment in Otsuka Pharmaceutical India Private Limited for the financial year 2016-17:





The contingent liabilities or capital commitments of Associate as at March 31, 2017 are as under: (Rupees in Lacs)

Particulars

1,294.31

6,162.92

Note 30 : Segment information

Primary operating segment

Information about geographical areas (Rupees in Lacs)

Particulars

Segment Revenue (including discontinued operations)

India - 2,466.04

Outside India 893.43 78,780.66

Non-current assets (including discontinued operations)*

India - 93,186.87

Outside India - 828.83

* Non-current assets excludes financial assets, deferred tax assets and non-current tax assets.

Note 31 : Financial assets and Financial liabilities

Financial assets by category (Rupees in Lacs)

Particulars

Financial assets at amortised cost

Investments in

- Debentures - Unquoted - 2,081.97

- Preference shares - Quoted and Unquoted - 49.97

- Corporate Deposit - 2,000.00

Long-term loans - 1,813.12

Trade receivables 58.10 951.41

Loans - 3,061.03

Cash & cash equivalents (including other bank balances) 38.47 1,582.00

Other financial assets 131.62

228.19 11,539.50

Financial assets at fair value through other comprehensive income (FVOCI)

Investments in

- Bonds & debentures - Quoted - 6,057.92

- Preference shares - Quoted and Unquoted - 1,006.96

- 7,064.88

Financial assets at fair value through profit or loss (FVTPL)

Investments in

- Mutual fund-Quoted - 6,359.63

- Mutual fund-Unquoted - 3,298.40

- Equity shares - 1.94

- 9,659.97

228.19 28,264.35

Financial liabilities by category (Rupees in Lacs)

Particulars

Financial liabilities at amortised cost

Borrowings 1,658.35

Trade payables 192.04 4,676.51

Other financial liabilities

- Current maturities of long-term borrowings 497.35

- Interest accrued but not due on borrowings 18.48

- Payables on purchase of capital assets 42.41

- Security deposits 98.68

- Unpaid dividend 7.50 5.80

- Unclaimed share application money 0.17 0.18

- Payable to related parties 1,993.01 -

- Other financial liabilities 3.00 172.45

2,195.72 7,170.21

Financial liabilities at fair value through profit or loss - -

2,195.72 7,170.21


The operating segment of the company is identified to be "Drug & Pharmaceuticals", as the Chief Operating Decision Maker reviews business performance at an overall

company level as one segment and hence, does not have any additional disclosures to be made under Ind AS 108 Operating Segments.


2017


2018



a. Estimated amount of contracts remaining to be executed on capital account and not provided for; (net of capital advances)

b. Additional custom duty payable under Export Promotional Capital Goods Scheme for which procedural compliances are under

progress (As at March 31, 2018 : Rs.Nil & March 31, 2017 : Rs 28,872.50 lacs)




Note 32 : Fair value

1 Carrying value and fair value

Given below is the comparison by class of the carrying value and fair value of the Group's financial instruments.

(Rupees in Lacs)

Particulars

As at March

31, 2018

As at March 31,

2017

As at March

31, 2018

As at March 31,

2017

Financial assets (1)

Investments in:

- Bonds & debentures - Quoted - 6,057.92 - 6,057.92

- Preference shares - Quoted and Unquoted - 1,056.93 - 1,056.93

- Debenture - Unquoted - 2,081.97 - 2,081.97

�- Corporate Deposit (including interest accrued) (fixed rate investment) - 2,612.95 - 2,633.19

- Mutual fund-Quoted - 6,359.63 - 6,359.63

- Mutual fund-Unquoted - 3,298.40 - 3,298.40

- Equity shares - 1.94 - 1.94

Financial Liabilities

Borrowings (including current maturities of long-term borrowings) (2)

- Term loans (floating rate borrowings) - 1,861.94 - 1,861.94

2 Quantitative disclosures fair value measurement hierarchy for assets

Quantitative disclosures fair value measurement hierarchy for assets as at March 31, 2018 (Rupees in Lacs)

Particulars

Total

Assets measured at fair value - - - -

Assets disclosed at fair value - - - -

Quantitative disclosures fair value measurement hierarchy for assets as at March 31, 2017 (Rupees in Lacs)

Particulars

Total


FVTPL investments

Mutual fund-Quoted 6,359.63 6,359.63 - -

Mutual fund-Unquoted 3,298.40 - 3,298.40 -

Equity shares 1.94 - - 1.94

FVTOCI investments

Bonds & debentures - Quoted 6,057.92 6,057.92 - -

Preference shares - Quoted 1,006.96 1,006.96 - -

Assets disclosed at fair value

Assets carried at amortised cost

Corporate Deposit 2,612.95 - 2,612.95 -

Preference shares - Unquoted 49.97 - 49.97 -

Debentures - Unquoted 2,081.97 - 2081.97 -

3 Quantitative disclosures fair value measurement hierarchy for liabilities

Quantitative disclosures fair value measurement hierarchy for Liabilities as at March 31, 2018 (Rupees in Lacs)

Particulars

Total

Liabilities disclosed at fair value - - - -

Quoted prices in active markets Significant observable inputs Significant unobservable inputs




Carrying value Fair value

(1)The management assessed that cash and cash equivalents, trade receivables, loans - current, other financial assets, trade payables, working capital loan and other financial

liabilities (excluding current maturities of long-term borrowings) approximate their carrying amounts largely due to the short-term maturities of these instruments.

(2)The management assessed that fair values for vehicle loan from bank would approximate their carrying values. This is due to the interest rates for similar instruments (vehicle

loans) have not changed significantly as at March 31, 2017 compared to the interest rates at which such vehicle loans have been availed.

Significant unobservable inputs

(Level 3)

Significant observable inputs

(Level 2)

Quoted prices in active markets

(Level 1)





Quantitative disclosures fair value measurement hierarchy for Liabilities as at March 31, 2017

(Rupees in Lacs)

Particulars

Total

Liabilities disclosed at fair value

Borrowings (including current maturities of long-term borrowings)

- Term loan from bank (floating rate

borrowings) 1,861.94 - 1,861.94 -

Note 33 : Financial risk management

1. Market Risk

Interest rate risk

Interest rate sensitivity

(Rupees in Lacs)

Particulars

March 31, 2018

Rupee borrowings +50 -

-50 -

March 31, 2017

Rupee borrowings +50 (9.31)

-50 9.31

Foreign currency risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of

risk: interest rate risk, currency risk and other price risk, such as equity price risk or Net asset value ("NAV") risk in case of investment in mutual funds. Financial instruments

affected by market risk include investments, trade receivables, trade payables, loans and borrowings and deposits.

The sensitivity analysis in the following sections relate to the position as at March 31, 2018 and March 31, 2017.

The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities

held at March 31, 2018 and March 31, 2017.

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. The Group’s exposure to

the risk of changes in market interest rates relates primarily to the Group’s long-term debt obligations with floating interest rates. However, the Group does not have long-term

borrowings as at March 31, 2018 and hence, interest rate risk is assessed at low.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on loans and borrowings. With all other variables held constant, the

Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:

Increase/(decrease) in basis pointsIncrease/(decrease) in profit before

tax

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Group’s exposure to the

risk of changes in foreign exchange rates relates primarily to the Group’s operating activities, i.e. when revenue or expense is denominated in a foreign currency. However, the

Group does not have any exposure in foreign currency as at March 31, 2018 and hence, foreign currency risk is assessed at low.

The Group is exposed to market risk, credit risk and liquidity risk. The Group’s senior management oversees the management of these risks. The Group’s senior management

ensures that financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the

Group’s policies and risk objectives. It is the Group’s policy that no trading in financial instruments for speculative purposes may be undertaken.



The Group’s principal financial liabilities comprise loans and borrowings, trade payables and other financial liabilities. The loans and borrowings are primarily taken for

working capital management purposes. The Group’s principal financial assets include investments, loans, cash and cash equivalents, trade receivables and other financial

assets.




Given below is the foreign currency exposure arising from the non derivative financial instruments:(Amount in Lacs)

Particulars

As at March

31, 2018

As at March 31,

2017

As at March

31, 2018

As at March 31,

2017

Accounts Receivable

USD - 102.07 - 6,618.16

EUR - 13.57 - 939.59

GBP - 0.12 - 9.31

CHF - 0.10 - 6.49

AUD - 0.66 - 32.72

NZD - 0.02 - 0.77

Accounts Payable

USD - 14.62 - 948.21

EUR - 1.15 - 79.46

AUD - 0.01 - 0.37

NZD - 0.01 - 0.30

SEK - 0.69 - 4.98

CAD - 0.08 - 3.77

Foreign currency sensitivity

(Rupees in Lacs)


EUR rate

Change in USD

rate

March 31, 2018 5% - 5% -

-5% - -5% -

March 31, 2017 5% 43.01 5% 283.50

-5% (43.01) -5% (283.50)

Other market risks

(Rupees in Lacs)


NSE/BSE index

Effect on profit

before tax

Effect on pre-tax

equity


Investment in mutual funds 10% - -

-10% - -

Investments in bonds, debentures and preference shares 10% - -

-10% - -


Investment in mutual funds 10% 80.83 -

-10% (80.83) -

Investments in bonds, debentures and preference shares 10% - 6.27

-10% - (6.27)

2 Credit Risk

Trade receivables

The following tables demonstrate the sensitivity to a reasonably possible change in EUR and USD exchange rates, with all other variables held constant. The impact on the

Group’s profit before tax is due to changes in the fair value of monetary assets and liabilities. The Group’s exposure to foreign currency changes for all other currencies is not

material.

Effect on profit before tax Effect on profit before tax

The Group's investments in various mutual funds, debentures and bonds are susceptible to market price risk arising from the uncertainty about future values / future NAV

values of such mutual funds, debentures, bonds and preference shares. The Group manages such risk through diversification of such investments. Reports on the investment

portfolio are submitted to the Group’s senior management on a regular basis that helps the senior management to take investment decisions. The Group does not have any

investments in Mutual fund, debentures and preference shares as at March 31, 2018 and hence, other market risks are assessed at low.

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 Group is exposed to credit

risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions and foreign exchange

transactions.

Customer credit risk is managed by the Group’s internal policies, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed

based on an credit rating scorecard and credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored and any

shipments to major customers are generally covered by letters of credit.

The Group evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely

independent markets.

Foreign Currency Amount Reporting Currency Amount (INR)




Cash deposits

3 Liquidity Risk

(Rupees in Lacs)

Particulars On demandLess than 3

months3 to 12 months 1 to 5 years > 5 years Total


Trade & other payables 192.04 192.04

Other financial liabilities 7.67 3.00 1,993.01 - - 2,003.68


Borrowings (including current maturities of long-term borrowings) 153.64 187.15 544.87 1,888.22 - 2,773.88

Trade & other payables 4,316.20 360.34 - - - 4,676.54

Other financial liabilities 309.02 28.99 - - - 338.01

Note 34 : Capital Management

Note 35 : Contingent liabilities & Commitment

(i) Contingent liabilities (Rupees in Lacs)

ParticularsAs at March

31, 2018

As at March 31,

2017

a. Claim against the company not acknowledge as debts 1,954.13 3,918.38

b. Disputed demand under :

(i) Income Tax 335.25 354.20

(ii)Sales Tax 48.12 47.71

(iii)Excise Duty 14.87 92.19

(iv)Regulatory - 10,400.00

c. Contractual obligation for reimbursement of disputed tax demand 895.38 -

d. Bills discounted - 1,400.76

e. Bank guarantees 23.93 -

(ii) Commitments & Obligations (Rupees in Lacs)

ParticularsAs at March

31, 2018

As at March 31,

2017

a. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of capital advances) - 2,645.97

b. Additional custom duty payable under Export Promotional Capital Goods Scheme for which procedural compliances are under - 2,270.06

progress

The table below summarises the maturity profile of the Group's financial liabilities (including future interest payable) based on contractual undiscounted payments.

The capital structure of the Company consists of equity, debt, cash and cash equivalents. The Company's objective for capital management is to maintain the capital structure

which will support the Company's Strategy to maximize shareholder's value, safeguarding the business continuity and help in supporting the growth of the Company.

The Group’s objective is to maintain a balance between continuity of funding and flexibility largely through cashflow generation from its operating activities and the use of

bank loans. The Group assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Group has access to a sufficient variety of sources

of funding.

Credit risk from balances with banks and financial institutions is managed by the Group’s treasury department in accordance with the Group’s policy. Investments of surplus

funds are made only with approved counterparties who meet the minimum threshold requirements under the counterparty risk assessment process. The Group monitors the

ratings, credit spreads and financial strength of its counterparties. Based on its on-going assessment of counterparty risk, the group adjusts its exposure to various

counterparties. The Group's maximum exposure to credit risk for the components of the Balance sheet as of March 31, 2018 and March 31, 2017 is the carrying amount as

disclosed in Note 8 and 12.

The Group monitors its risk of shortage of funds through using a liquidity planning tool that encompasses an analysis of projected cash inflow and outflow.




Note 36 : Earnings per share

(Rupees in Lacs except earnings per share)

Particulars

Basic & Diluted EPS

Computation of Profit (Numerator)

(i) Net Profit for the year from continuing operations (583.47) 167.06

(ii) Net Profit for the year from discontinued operations 2,283.19 10,825.47

(iii) Net Profit for the year from continuing & discontinued operations 1,699.72 10,992.53

Weighted Average Number of Shares (Denominator) Nos. Nos.

Weighted average number of Equity shares of Rs.10 each used for calculation of basic and 54,567,765.00 54,567,765.00

diluted earnings per share

Basic & Diluted EPS (in Rs.)

(i) Continuing operations (1.07) 0.31

(ii) Discontinued operations 4.18 19.84

(iii) Continuing and Discontinued operations 3.11 20.14

Note 37 : Dividend on Equity Shares

(Rupees in Lacs)

Particulars

Dividend declared and paid during the year

�Final dividend of Rs. 2 per share for FY2016-17 including tax on dividend(Rs. 2 per share : FY 2015-16) 1,313.53 1,313.53

Note 38 : Event after reporting period

Note 39 : Composite scheme of arrangement

The Board of Directors of the Company has recommended a final dividend of Rs. Nil (PY : Rs. 2) per equity share of Rs. 10 each for the year ended on March 31, 2018, subject

to the approval of shareholders at the ensuing annual general meeting.

The Board of Directors of the Company in its meeting held on July 2, 2018 approved a composite scheme of Arrangement among the Company, Altheon Enterprises Limited,

Abellon Cleanenergy Limited, Abellon Energy Limited, Athanas Enterprise Private Limited, Claris Capital Limited, Claris Infrastructure Limited, Dorizoe Lifesciences

Limited, iCubix Infotech Limited, Ogen Nutrition Limited, Pinetops Enterprise Private Limited, Zivene Design and Development Private Limited and their respective

shareholders and creditors ("the Scheme") pursuant to the provisions of Section 230 to 232 of the Companies Act, 2013. Pursuant to the Scheme, Treasury and Investment

Undertaking and Trading undertaking of the Company are transferred to Altheon Enterprises Limited ("Resulting company") along with all assets, liabilities and employees

relating to the demerged undertaking on a going concern basis w.e.f April 1, 2017 (appointed date).

Against the above transfer of division, the scheme provided for

- issue of 577,694 no. of Optionally convertible preference shares of Rs.1 each fully paid up at premium of Rs.397 per share of Resulting Company to the resident shareholders

of the Company on record date and

- issue of 18,289 no. of Compulsory convertible preference shares of Rs.1 each fully paid up at a premium of Rs.397 per share of Resulting Company to the non-resident

shareholders of the Company on record date.

* No. of shares to be issued as a purchase consideration are as per the Resident shareholders & Non-resident shareholders listed in latest shareholding pattern available.

The Scheme defined following accounting treatment for recording this transaction with resulting company in the books of the Company:

(a) The company shall reduce the carrying value of assets and liabilities pertaining to the Treasury & Investment Undertaking and Trading Undertaking, transferred to and

vested in the Resulting company from the carrying value of assets and liabilities as appearing in its books of accounts.

(b) The difference between the carrying value of assets over the carrying value of liabilities of the Treasury & Investment Undertaking and Trading Undertaking shall be

adjusted first against Capital Redemption Reserve, then against General Reserve, then against Securities Premium and the balance shall be adjusted against Retained Earnings.

The Scheme is approved by National Company Law Tribunal (NCLT), Ahmedabad Bench vide its order dated October 29, 2018 and the scheme became effective on filing of

the said order with the Registrar of Companies on November 1, 2018. The Company has incorporated the accounting effects in its books of accounts for the year ended March

31, 2018 as per the accounting treatment prescribed in the Scheme.


2018For the year ended March 31, 2017


2018For the year ended March 31, 2017




(Rupees in Lacs)

Particulars Amount

Assets

Property, plant and equipment (including capital-work-progress) 5,599.87

Intangible assets (including Goodwill on consolidation) 69.90

Investments 29,125.87


Trade receivables 71.80

Cash and cash equivalents (including other bank balance) 2,499.60

Loans 951.41

Other financial assets 1,231.27

Current tax assets (net) 638.16

Other current assets 3,482.12

Assets classified as held for sale 131,522.06

Total Assets [A] 175,605.70

Liabilities

Borrowings 1,658.35

Deferred tax liabilities (net) 1,852.56

Trade payables 808.94

Provisions 736.49

Other financial liabilities 957.11

Other current liabilities (including liability pertaining to non-controlling interest Rs.75.71 lacs) 178.79

Current tax liabilities (net) 35.61

Liabilities associated with assets classified as held for sale 67,215.71

Total Liabilities [B] 73,443.56

Net assets transferred (Difference between carrying value of assets and carrying value of liabilities [A-B] 102,162.14

Value of net assets is adjusted with other equity in following order in accordance with the scheme:

(Rupees in Lacs)

Particulars Amount adjusted

Capital Redemption Reserve 1,425.00

General Reserve 5,172.70

Securities Premium 33,232.62

Surplus in the Statement of Profit and Loss 62,428.91

Other comprehensive income 55.62

Non-controlling interest (152.71)

102,162.14

Note 40 : The composite scheme of arrangements referred to in Note no.39 above states that the effects of the scheme shall be given in the accounts for the financial year ended

on March 31, 2018, which has been approved by the hon’ble National Company Law Tribunal, Ahmedabad Bench in its order. The Board of Directors of the company in

consultation with specialists/experts have concluded that this accounting treatment is proper and has been accordingly given effect by applying Accounting standards as

notified under Section 133 of the Companies act, 2013 and the Companies (Accounting Standards) Rules, 2006 as amended.

The details of carrying value of assets and liabilities transferred to Resulting company in accordance with the Scheme are as follows:




Note 41 : Additional information, as required under Schedule III of the Act , of enterprises consolidated as subsidiary / associate / Joint Venture

As at and for the year ended March 31, 2018 (Rupees in Lacs)

Amount

% of

Consolidated

Net Assets

Amount

% of

Consolidated

Net Assets

Amount

% of

Consolidated

Net Assets

Amount

% of

Consolidated

Net Assets

Holding Company

Claris Lifesciences Limited India 70.44 100.00% 1,877.68 110.47% - - 1,877.68 110.11%

Subsidiaries

Claris Produtos Farmaceuticos do Brazil Ltda.* Brazil - - (200.47) -11.79% (15.11) -274.19% (215.58) -12.64%

PT. Claris Lifesciences Indonesia Indonesia - - 1.90 0.11% 10.03 181.98% 11.93 0.70%

Claris Lifesciences Venezuela C. A. Venezuela - - 14.94 0.88% 14.94 271.11% 29.88 1.75%

Claris Lifesciences & Cia. Chile Limitada Chile - - 5.67 0.33% (4.35) -78.90% 1.32 0.08%

70.44 1,699.72 5.51 1,705.23

Non-controlling interest

Subsidiary

Claris Produtos Farmaceuticos do Brazil Ltda. Brazil (143.55) (5.43) (148.98)

70.44 1,556.17 0.08 1,556.25

* Profit or (loss) for the year and Other comprehensive income for the year contains profit / income up to the date of sale.

As at and for the year ended March 31, 2017 (Rupees in Lacs)

Amount

% of

Consolidated

Net Assets

Amount

% of

Consolidated

Net Assets

Amount

% of

Consolidated

Net Assets

Amount

% of

Consolidated

Net Assets

Holding Company

Claris Lifesciences Limited India 26,862.94 26.31% (976.24) -8.88% (722.95) 89.84% (1,699.20) -16.68%

Associate

Otsuka Pharmaceuticals Indian Private Limited

(Formerly known as Claris Otsuka Private Limited) India 8,269.11 8.10% (2,609.27) -23.74% (50.51) 6.28% (2,659.79) -26.11%

Subsidiaries

iCubix Infotech Limited India 34.99 0.03% (59.71) -0.54% (15.69) 1.95% (75.40) -0.74%

Ogen Nutrition Limited India (25.19) -0.02% (1.60) -0.01% - 0.00% (1.60) -0.02%

Claris Infrastructure Limited India 1,210.67 1.19% 0.92 0.01% - 0.00% 0.92 0.01%

Claris Capital Limited India 2,324.70 2.28% 4.32 0.04% - 0.00% 4.32 0.04%

Catalys Venture Cap Limited Mauritius (119.70) -0.12% (423.37) -3.85% - 0.00% (423.37) -4.16%

Claris Produtos Farmaceuticos do Brazil Ltda. Brazil 265.73 0.26% (63.21) -0.58% - 0.00% (63.21) -0.62%

PT. Claris Lifesciences Indonesia Indonesia (16.34) -0.02% (30.70) -0.28% - 0.00% (30.70) -0.30%

Claris Lifesciences Colombia Ltda. Colombia 39.60 0.04% (9.32) -0.08% - 0.00% (9.32) -0.09%

Claris Lifesciences de Mexico S.A. de C.V. Mexico 144.24 0.14% 190.70 1.73% - 0.00% 190.70 1.87%

Claris Lifesciences Venezuela C. A. Venezuela (29.88) -0.03% (0.04) 0.00% - 0.00% (0.04) 0.00%

Claris Lifesciences & Cia. Chile Limitada Chile (1.32) 0.00% (0.02) 0.00% - 0.00% (0.02) 0.00%

Claris SteriOne Mauritius 6.97 0.01% (11.12) -0.10% - 0.00% (11.12) -0.11%

Claris Middle East FZ LLC Dubai 42.80 0.04% (25.59) -0.23% - 0.00% (25.59) -0.25%

Claris Injectables Limited India 56,786.45 55.63% (30,607.53) -278.44% (15.52) 1.93% (30,623.05) -300.58%

Claris Lifesciences Philippines, INC. Philippines 804.28 0.79% 3,073.62 27.96% - 0.00% 3,073.62 30.17%

Claris Lifesciences Inc. USA 5,422.76 5.31% 42,622.74 387.74% - 0.00% 42,622.74 418.37%

Claris Lifesciences (UK) Limited UK 5.82 0.01% (1.39) -0.01% - 0.00% (1.39) -0.01%

Claris Lifesciences (Aust) Pty Limited Australia 2.57 0.00% (2.28) -0.02% - 0.00% (2.28) -0.02%

Claris Pharmaservices Mauritius 44.04 0.04% (21.12) -0.19% - 0.00% (21.12) -0.21%

Elda International DMCC Dubai 12.68 0.01% (57.27) -0.52% - 0.00% (57.27) -0.56%

102,087.92 10,992.52 (804.67) 10,187.83


For and on behalf of the Board of Directors

For Shah & Shah Associates


FRN : 113742W

Sunil K. Dave Arjun Handa Chandrasingh S. Purohit

Partner Vice-Chairman & Managing Director Whole time Director & CFO

Membership No. 047236 (DIN: 00159413) (DIN: 00199651)

Kirit H. Kanjaria




Note 42 : The Company has given the effect of the composite scheme of arrangements in current year financial statements and hence, the current year’s Statement of Profit and Loss, Cash Flow Statement and

related Notes are not comparable with those of previous period.

Total Comprehensive income

for the year

Net Assets i.e. total assets minus

total liabilities

Name of Entities Country

Profit or (loss) for the yearOther comprehensive income

for the year

Total Comprehensive income

for the year

Name of Entities Country

Net Assets i.e. total assets minus

total liabilitiesProfit or (loss) for the year


for the year


��

��

��

��

��

��

��

��

��

��

��

� ��

��

��

��

��

��

��

��

�!��"��

�!��#��

$��

! ��

��%�&#��'�

��!��

��

!��

��%�&#��'�

"��!��

��

(��

�)��

�C

lari

s L

ifescie

nces &

Cia

. C

hile

Lim

itada

��

��

��

��

��

��

��

��

��

��

��

��

��

��

��

��

��

��

��

��

��

�!

"�

��

��!

"�

��

#��

#��

#��

#��

" $

��

#��

" $

��

#��

��

�%

�C

lari

s L

ifescie

nces V

enezu

ela

C.A

.&

�

�'�

��

��

��

��

��

��

��

��

��

��

��

��

��

�(

��)��

*�

��

��

� �

��

� �

"��

��

"

��

#��

#��

#��

#��

�+

!!

��

#��

�+

!!

��

#��

��

�%

�P

T C

lari

s L

ifescie

nces I

ndonesia

,-

�

��

��

�

��

��

��

��

��

��

��

��

��

��

��

��

��

��

� �

��

."

��

��

�"�

� !

�

��

#��

."

� �

��

#��

#��

��

��

��

#��

��

��

��

#��

��

�%

Note

: In

dia

n R

upee e

quiv

ale

nts

of

the f

igure

s g

iven in f

ore

ign c

urr

encie

s in t

he a

ccounts

of

the s

ubsid

iary

com

panie

s,

are

based o

n e

xchange r

ate

s a

s o

n M

arc

h 3

1,

2018

*��"+�,-

��

��

�

��

�/��

��

��)��

��

��

��

#��

��

��

��

/��

��

��

�+

��-

�0��

��

��

�"��

/��

��

��

��

�1��

��

��

��

��

��

��

.

2��

��

�

��

��

��

3��

��

��/�

��

��

�/�

��/

��

��

��

��

��

/��

��

-��

��

�4��

��

��

��

��

�

��4

5��

��)�

��

�

��."/0��


Notes


ATTENDANCE SLIP Only Members or the Proxies will be allowed to attend the meeting


Registered Office : Claris Corporate Headquarters, Nr. Parimal Railway Crossing, Ellisbridge, Ahmedabad-380006, India. Tel: +91-79-26563331, 66309339 Fax: +91-79-26408053 Website: www.clarislifesciences.com

CIN: U85110GJ1994PLC022543

Regd. Folio

DP ID*

No. of Shares held

Client ID*

Name and Address of the Member

Name of the Proxy

* Applicable for Members holding shares in dematerialized form. I/We hereby record my/our presence at the Twenty Third Annual General Meeting of CLARIS LIFESCIENCES LIMITED (“the Company”) held on Saturday, December 29, 2018 at 2:30 PM at Claris Corporate Headquarters, Near Parimal Railway Crossing, Ellisbridge, Ahmedabad – 380 006, Gujarat and/or any adjournment thereof. …………………………………………………….. Signature of Member(s)/ Proxy Note: 1. Member(s) attending the meeting in person or through proxy are requested to complete the Attendance Slip and hand it over at the

attendance verification counter at the entrance of Meeting hall. 2. Bodies Corporate, whether a company or not, who are members, may attend through their authorized representatives appointed under

Section 113 of the Companies Act, 2013. A copy of authorization should be deposited with the Company. 3. Member(s)/Proxy should bring his/her copy of the Annual Report for reference at the meeting. ________________________________________________________________________________________________________

Remote E-Voting Information

The electronic voting particulars are set out below:

EVSN (E-Voting Sequence Number) *Default Sequence Number

181129005

* Members who have not updated their PAN with the Company/ Depository Participant shall use Default Sequence Number in the PAN field. Other Members should use their PAN. Please refer Notice for instructions on remote e -voting. Remote e-voting facility is available during the following voting period

Commencement of e-voting

End of e-voting

Tuesday, December 25, 2018 (10:00 AM)

Friday, December 28, 2018 (05:00 PM)


PROXY FORM

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


Registered Office : Claris Corporate Headquarters, Nr. Parimal Railway Crossing, Ellisbridge, Ahmedabad-380006, India. Tel: +91-79-26563331, 66309339 Fax: +91-79-26408053 Website: www.clarislifesciences.com

CIN: U85110GJ1994PLC022543

Name of the Member(s) Registered Address Email ID Folio No. / Client ID DP ID.

I/We, being the Member(s) of _____________________________________, shares of the above named company, hereby appoint 1. Name:_________________________________________________________________________________________________ Address:_________________________________________________________________________________________________ Email ID:______________________________________Signature:___________________________________, or failing him/her 2. Name:_________________________________________________________________________________________________ Address:_________________________________________________________________________________________________ Email ID:______________________________________Signature:___________________________________, or failing him/her 3. Name:_________________________________________________________________________________________________ Address:_________________________________________________________________________________________________ Email ID:______________________________________Signature:___________________________________, or failing him/her as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Twenty Third Annual General Meeting of CLARIS LIFESCIENCES LIMITED (“the Company”), to be held on Saturday, December 29, 2018 at 2:30 PM at Claris Corporate Headquarters, Near Parimal Railway Crossing, Ellisbridge, Ahmedabad – 380 006, Gujarat and/or any adjournment thereof in respect of such resolutions as are indicated below: Resolution Nos. 1. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the

financial year ended on March 31, 2018 comprising of the Balance Sheet as at March 31, 2018, Statement of Profit & Loss and Cash Flow Statement as on that date and the Explanatory Notes annexed to, and forming part of, any of the above documents together with the Report of the Board of Directors’ and Auditors’ thereon.

2. To appoint a Director in place of Mr. Arjun Handa (DIN: 00159413), who retires by rotation and being eligible, offers himself for re-appointment.

3. To appoint a Director in place of Mr. Chandrasingh Purohit (DIN: 00199651), who retires by rotation and being eligible, offers himself for reappointment.

4. To re-appoint Mr. Arjun Handa (DIN: 00159413) as a Vice-Chairman and Managing Director of the Company. 5. To re-appoint Mr. Chandrasingh Purohit (DIN: 00199651) as a Whole Time Director and Chief Financial Officer of the

Company. Signed this ___________________________day of_______________________2018. Signature of Member Affix

Revenue Stamp Signature of Proxy holder(s)

Notes: 1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company,

not less than 48 hours before the commencement of the Twenty Third Annual General Meeting. 2. For the detailed Resolutions and Explanatory Statement, please refer to the Notice of the Twenty Third Annual General

Meeting.


This

page

has

bee

n le

ft bl

ank

inte

ntio

nally


Content Report... · Content Notice 3 Directors’ Report 11 Standalone Financial Statements...

Documents

Transcript of Content Report... · Content Notice 3 Directors’ Report 11 Standalone Financial Statements...