3f fuji foods private limited balance sheet as at 31 march ... · pdf filethe preparation of...

Particulars Note As at 31 March 2015

As at 31 March 2014

EQUITY AND LIABILITIES

Shareholders' fundsShare capital 2.1 32,00,00,000 6,00,00,000 Reserves and surplus 2.2 (1,57,16,283) (28,35,211)

30,42,83,717 5,71,64,789

Share application money pending allotment 2.3 - 14,00,00,000 - 14,00,00,000

Non - Current LiabilitiesLong-term borrowings 2.4 26,66,36,808 - Long-term provisions 2.5 3,48,596 -

26,69,85,404 -

Current liabilitiesTrade payables 2.6 1,04,65,736 - Other current liabilities 2.7 5,00,04,997 5,06,491 Short-term provisions 2.8 12,49,474 1,10,330

6,17,20,207 6,16,821

Total 63,29,89,328 19,77,81,610

ASSETS

Non-current assetsFixed assets

(i) Tangible assets 2.9 4,17,51,749 3,04,34,600 (ii) Intangible assets 2.9 12,929 - (iii)Capital work-in-progress 2.9 54,59,08,159 -

Deferred tax assets (net) 2.10 1,07,716 Long-term loans and advances 2.11 1,91,25,166 4,89,17,385

60,69,05,719 7,93,51,985

Current assetsInventories 2.12 1,00,55,054 - Trade receivables 2.13 31,10,395 - Current investments 2.14 1,10,47,453 4,42,05,196 Cash and bank balances 2.15 14,89,135 7,41,37,671 Short-term loans and advances 2.16 3,81,572 - Other current assets 2.17 - 86,758

2,60,83,609 11,84,29,625

63,29,89,328 19,77,81,610

Significant accounting policies 1Notes to the financial statements 2The notes referred to above form an integral part of the balance sheet.

As per our report of even date attached for and on behalf of Board of Directors offor B S R & Associates LLP 3F Fuji Foods Private LimitedChartered AccountantsICAI Firm Registration Number: 116231W/W-100024

Hemant Maheshwari Shiv Bhagwan Goenka Sushil GoenkaPartner Director DirectorMembership No.: 096537

Radhika PurohitCompany Secretary

Place: Hyderabad Place: HyderabadDate : 28.08.2015 Date : 28.08.2015

3F Fuji Foods Private LimitedBalance sheet as at 31 March 2015(All amounts in Indian rupees, except share data or otherwise stated)

Particulars NoteFor the year ended 31

March 2015For the period from 30 January 2014 to

31 March 2014

IncomeRevenue from operations 2.18 33,66,107 - Other Income 2.19 83,56,520 6,88,661

Total revenue 1,17,22,627 6,88,661

ExpensesPurchases of stock-in-trade 2.27 1,34,26,393 - Changes in inventories of stock-in-trade 2.20 (1,00,55,054) - Employee benefits expense 2.21 8,17,858 - Depreciation and amortisation expense 2.9 4,92,337 - Finance costs 2.22 1,70,542 - Other expenses 2.23 1,79,02,359 33,73,872

Total expenses 2,27,54,435 33,73,872

Loss before tax (1,10,31,808) (26,85,211)

Tax expense -Current tax 19,50,690 1,50,000 -Deferred tax (1,07,716) -Taxes paid for earlier years 6,290 - Loss for the period (1,28,81,072) (28,35,211)

Basic 2.25 (0.47) (2.87)

Significant accounting policies 1Notes to the financial statements 2The notes referred to above form an integral part of the balance sheet.




Place: Hyderabad Place: HyderabadDate : 28.08.2015 Date : 28.08.2015

3F Fuji Foods Private LimitedStatement of Profit and Loss for the year ended 31 March 2015(All amounts in Indian rupees, except share data or otherwise stated)

Earnings per equity share [nominal value of share Rs. 10(previous period:Rs.10)]

Particulars For the year ended 31 March 2015

For the period from 30 January 2014 to

31 March 2014Cash flows from operating activitiesLoss before tax for the year/period (1,10,31,808) (28,35,211) Adjustments :

Depreciation and amortisation 4,92,337 - Interest income (36,88,715) (4,83,465) Dividend income (46,45,299) (2,05,196) Unrealized (gain)/loss on foreign exchange fluctuations, net 82,45,302 -

Operating cash flows before working capital changes (1,06,28,183) (35,23,872) Increase in trade receivables (31,10,395) - Increase in loans and advances and other assets (22,97,064) - Increase in inventories (1,00,55,054) - Increase in current liabilities and provisions 1,43,13,659 6,16,821

Cash utilised in operations (1,17,77,037) (29,07,051) Income tax paid (8,17,836) -

Net cash utilised in operating activities (1,25,94,873) (29,07,051)

Cash flow from investing activitiesPurchase of fixed assets (including capital advances, capital creditors and retention money payable)

(48,14,71,688) (7,93,51,985)

Dividend received 46,45,299 - Purchase of investments (39,88,04,928) (4,40,00,000) Sale of investments 43,19,62,671 - Interest received 69,75,778 3,96,707

Net cash used in investing activities (43,66,92,868) (12,29,55,278)

Cash flow from financing activitiesProceeds from issue of equity shares 12,00,00,000 6,00,00,000 Proceeds from long term borrowings 25,83,69,000 - Interest and finance charges (17,29,795) - Share application money received - 14,00,00,000

Net cash generated from financing activities 37,66,39,205 20,00,00,000

Net increase/(decrease) in cash and cash equivalents (7,26,48,536) 7,41,37,671 Cash and cash equivalents at the beginning of the year/period 7,41,37,671 - Cash and cash equivalents at the end of the year/period (Refer note 2.15) 14,89,135 7,41,37,671




Place: Hyderabad Place: HyderabadDate :28.08.2015 Date :28.08.2015

3F Fuji Foods Private LimitedCash Flow Statement(All amounts in Indian rupees, except share data or otherwise stated)

3F Fuji Foods Private Limited

Notes to the financial statements

Company Overview

3F Fuji Foods Private Limited (‘the Company’) is having its registered office at Hyderabad. The

company is a joint venture company of 3F Industries Limited and Fuji Oil Asia Pte ltd. The Company

was incorporated on 30 January 2014. The Company is in the process of setting up a Non dairy whipping

cream plant with a production capacity of 12,000 tons per annum at Mahabubnagar.

1. Significant Accounting Policies

a. Basis of preparation of financial statements

The financial statements have been prepared and presented under the historical cost convention on the

accrual basis of accounting in accordance with the Generally Accepted Accounting Principles in India

(‘GAAP’) and comply with the Accounting Standards specified under Section 133 of the Companies

Act, 2013 (the ‘Act’), read with Rule 7 of the Companies (Accounts) Rules, 2014 and other

pronouncements of the Institute of Chartered Accountants of India and the relevant provisions of the

Act, to the extent applicable. The financial statements are presented in Indian rupees.

The Company is a Small and Medium Sized Company (‘SMC’) as defined in the General Instructions

in respect of Accounting Standards notified under the Companies Act, 1956. Accordingly, the

Company has complied with the Accounting Standards as applicable to a SMC. The following

Accounting Standards and disclosures are not applicable to the Company:

AS 17:- Segment reporting;

AS 15:- Employee benefits: Paragraphs 11, 12, 13, 14, 15, 16, 46, 139, presentation and disclosure

requirement in Paragraphs 117 to 123 and recognition and measurement principles as laid down in

Paragraphs 50 to 116 and 129 to 131;

AS 19:- Leases. Paragraphs 22(c), (e) and (f); 25(a), (b) and (e); 37(a) and (f); and 46(b) and (d);

AS 20:- Earnings per share – diluted earnings per share;

AS 28:- Impairment of assets – Discount rate used in current estimate of value in use – Paragraph

121(g); and

AS 29:- Provisions, contingent liabilities and contingent assets - Paragraph 66 and 67.

b. Use of estimates

The preparation of financial statements in conformity with Indian GAAP requires management to make

judgments, estimates and assumptions that affect the application of accounting policies and reported

amounts of assets, liabilities, income and expenses and the disclosure of contingent liabilities on the

date of the financial statements. Actual results could differ from those estimates. Estimates and

underlying assumptions are reviewed on an ongoing basis. Any revision to accounting estimates is

recognised prospectively in current and future periods.

c. Current–non-current classification

All assets and liabilities are classified into current and non-current. Assets

An asset is classified as current when it satisfies any of the following criteria:

i) it is expected to be realised in the Company’s normal operating cycle;

ii) it is held primarily for the purpose of being traded;

iii) it is expected to be realised within 12 months after the reporting date; or


Notes to the financial statements (continued)

Note 1: Significant Accounting Policies (continued)

c. Current-non-current classification (continued)

iv) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a

liability for at least 12 months after the reporting date.

Current assets include the current portion of non-current financial assets. All other assets are

classified as non-current.

Liabilities

A liability is classified as current when it satisfies any of the following criteria:

i) it is expected to be settled in the Company’s normal operating cycle;

ii) it is held primarily for the purpose of being traded

iii) it is due to be settled within 12 months after the reporting date; or

iv) the Company does not have an unconditional right to defer settlement of the liability for at

least 12 months after the reporting date. Terms of a liability that could, at the option of the

counterparty, result in its settlement by the issue of equity instruments do not affect its

classification.

Current liabilities include current portion of non-current financial liabilities. All other liabilities are

classified as non-current.

Operating cycle

Operating cycle is the time between the acquisition of assets for processing and their realisation in to

cash or cash equivalents.

d. Fixed assets, depreciation and amortisation

Tangible fixed assets

Fixed assets are carried at cost, less accumulated depreciation. The cost of fixed assets comprises the

purchase price, taxes, duties, freight (net of rebates and discounts) and any other directly attributable

costs of bringing the assets to their working condition for their intended use.

Subsequent expenditure related to an item of tangible fixed asset is added to its book value only if it

increases the future benefits from the existing asset beyond its previously assessed standard of

performance. All other expenses on existing fixed assets, including day-to-day repairs and

maintenance expenditure and cost of replacing parts, are charged to the statement of profit and loss

for the year during which such expenses are incurred.

Advances paid towards the acquisition of fixed assets outstanding at each balance sheet date are

disclosed as capital advances under long-term loans and advances and the cost of fixed assets not

ready for their intended use before such date are disclosed as capital work-in-progress.

The company provides depreciation on tangible fixed assets on straight line basis in accordance with

useful lives specified in schedule II to the Companies Act, 2013. Depreciation is calculated on pro

rata basis from the date on which the asset is ready for use or till the date the asset is sold or disposed.

Individual assets costing Rs. 5,000 or less are depreciated in full in the year of purchase.

Losses arising from retirement or gains or losses arising from disposal of fixed assets which are

carried at cost are recognized in the Statement of Profit and Loss.




d. Fixed assets, depreciation and amortisation (continued)

Intangible Assets

Intangible assets that are acquired by the Company are measured initially at cost. After initial

recognition, intangible asset is carried at its cost less any accumulated amortisation and any

accumulated impairment loss. Subsequent expenditure is capitalised only when it increases the future

economic benefits from the specific asset to which it relates.

Intangible assets are amortised in the Statement of Profit and Loss over their estimated useful lives

from the date they are available for use based on the expected pattern of economic benefits of the

asset.

Computer software is amortised using the straight-line method over a period of three years.

e. Borrowing costs

Borrowing cost includes interest, amortisation of ancillary costs incurred in connection with the

arrangement of borrowings.

Borrowing costs directly attributable to acquisition or construction of those fixed assets which

necessarily take a substantial period of time to get ready for their intended use are capitalized to the

extent they relate to the period till such assets are ready and for its intended use. All other borrowing

costs are expensed in the period they occur.

f. Impairment of assets

The Company periodically assesses whether there is any indication that an asset or a group of assets

comprising a cash generating unit may be impaired. If any such indication exists, the Company

estimates the recoverable amount of the asset. For an asset or group of assets that does not generate

largely independent cash inflows, the recoverable amount is determined for the cash-generating unit

to which the asset belongs. If such recoverable amount of the asset or the recoverable amount of the

cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount

is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised

in the statement profit and loss. If at the balance sheet date there is an indication that if a previously

assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is

reflected at the recoverable amount subject to a maximum of depreciable historical cost. An

impairment loss is reversed only to the extent that the carrying amount of asset does not exceed the

net book value that would have been determined; if no impairment loss had been recognised.

g. Investments

Investments that are readily realisable and intend to be held for not more than a year from the date of

acquisition are classified as current investments. All other investments are classified as long term

investments.

Long-term investments are carried at cost less any other-than-temporary diminution in value,

determined separately for each individual investment. The reduction in the carrying amount is

reversed when there is a rise in the value of the investment or if the reason for the diminution no

longer exists.

Current investments are carried at the lower of cost and fair value. The comparison of cost and fair

value is done separately in respect of each category of investment.




h. Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the

Company and the revenue can be reliably measured.

Revenue from sale of goods is recognised when significant risks and rewards of ownership are

transferred to the customers which usually coincide with the delivery of the goods at the premises of

consignee. Revenue from sale of goods is disclosed net of sales returns and rebates.

Income from interest on deposits, loans and interest bearing securities is recognised on the time

proportion basis taking into account the amount outstanding and interest rate applicable.

Dividend income is recognised when the right to receive payment is established.

i. Inventories

Inventories which comprises of trade goods are carried at the lower of cost and net realizable value.

Cost of inventories comprises costs of purchase, cost of conversion and other costs incurred in

bringing the inventories to its present location and condition.

The methods of determining cost of various categories of inventories are as follows:

Traded goods First in First out (FIFO)

Net realisable value is the estimated selling price in the ordinary course of business, less the estimated

cost of completion and the estimated cost necessary to make the sale.

The comparison of cost and net realisable value of inventory is made on an item by item basis.

Inventories are stated net of write down or allowances on account of obsolete, damaged or slow

moving items.

j. Income tax

Income tax expense comprises current tax and deferred tax.

Current tax

The current charge for the income taxes is calculated in accordance with the relevant tax regulations

applicable to the Company.

Deferred tax

Deferred tax charge or credit reflects the tax effects of timing differences between accounting income

and taxable income, which originate during the period and are capable of reversal in one or more

subsequent periods. The deferred tax charge or credit and the corresponding deferred tax liabilities or

assets are recognised using the tax rates that have been enacted or substantially enacted by the balance

sheet date. Deferred tax assets are recognised only to the extent there is reasonable certainty that the

assets can be realised in future; however, where there is unabsorbed depreciation or carry forward of

losses under taxation laws, deferred tax assets are recognised only if there is a virtual certainty

supported by convincing evidence that sufficient future taxable income will be available against which

such deferred tax asset can be realised. Deferred tax assets are reviewed as at each balance sheet date

and written-down or written-up to reflect the amount that is reasonably/ virtually certain (as the case

may be) to be realised.




k. Employee Benefits

Short-term employee benefits

Employee benefits payable wholly within twelve months of receiving employee services are

classified as short-term employee benefits. These benefits include salaries and wages, bonus and ex-

gratia. The undiscounted amount of short-term employee benefits to be paid in exchange for

employee services is recognised as an expense as the related service is rendered by employees.

Post-employment benefits

Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays specified

contributions to a separate entity and has no obligation to pay any further amounts. The Company

makes specified monthly contributions towards employee provident fund to Government

administered provident fund scheme which is a defined contribution plan. The Company’s

contribution is recognised as an expense in the statement of profit and loss during the period in which

the employee renders the related service.

Defined benefit plans

The Company’s gratuity benefit scheme are defined benefit plans. The Company’s net obligation in

respect of a defined benefit plan is calculated by estimating the amount of future benefit that

employees have earned in return for their service in the current and prior periods; that benefit is

discounted to determine its present value. Any unrecognised past service costs and the fair value of

any plan assets are deducted. The calculation of the Company’s obligation under the plans is

performed annually by a qualified actuary using the projected unit credit method.

The Company recognizes all actuarial gains and losses arising from defined benefit plans immediately

in the statement of profit and loss. All expenses related to defined benefit plans are recognised in

employee benefits expense in the statement of profit and loss. When the benefits of a plan are

improved, the portion of the increased benefit related to past service by employees is recognised in

statement of profit and loss on a straight-line basis over the average period until the benefits become

vested.

The Company recognises gains and losses on the curtailment or settlement of a defined benefit plan

when the curtailment or settlement occurs.

l. Cash and cash equivalents

Cash and cash equivalents comprise of cash in hand and balance in bank in current accounts, and

deposit account. The Company considers all highly liquid investments with an original maturity at the

date of purchase of three months or less and that are readily convertible to known amounts of cash to be

cash equivalents.

m. Cash flow statement

Cash flows are reported using the indirect method, whereby net profit/ (loss) before tax is adjusted for

the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash

receipts or payments. The cash flows from regular revenue generating, investing and financing

activities of the company are segregated.

Cash and cash equivalents for the purpose of cash flow comprise cash at bank and in hand and short

term investments with an original maturity of three months or less.




n. Provisions and contingent liabilities

The Company creates a provision when there is a present obligation as a result of a past event that

probably requires an outflow of resources and a reliable estimate can be made of the amount of the

obligation. A disclosure for a contingent liability is made when there is a possible obligation or a

present obligation that may, but probably will not, require an outflow of resources. Where there is a

possibility of an obligation or a present obligation in respect of which the likelihood of outflow of

resources is remote, no provision or disclosure is made.

Provisions for onerous contracts, i.e. contracts where the expected unavoidable costs of meeting the

obligations under the contract exceed the economic benefits expected to be received under it, are

recognised when it is probable that an outflow of resources embodying economic benefits will be

required to settle a present obligation as a result of an obligating event based on a reliable estimate of

such obligation.

o. Foreign currency transactions and balances

Foreign exchange transactions are recorded at the rates of exchange prevailing on the date of the

respective transactions. Exchange differences arising on foreign exchange transactions settled during

the year are recognised in the statement of profit and loss of the year.

Monetary assets and liabilities denominated in foreign currencies as at the balance sheet date are

translated into Indian Rupees at the exchange rate on the balance sheet date and resultant exchange

differences are recognised in the statement of profit and loss. Non-monetary assets are recorded at the

rates prevailing on the date of the transaction.

p. Earnings per share(EPS)

The basic earnings per share (‘EPS’) is computed by dividing the net profit/(loss) after tax for the

year attributable to equity shareholders by the weighted average number of equity shares outstanding

during the year.

q. Leases

For operating leases, lease payments (excluding cost for services and maintenance) are recognised as an

expense in the statement of profit and loss on a straight line basis over the lease term. The lease term is

the non-cancellable period for which the lessee has agreed to take on lease the asset together with any

further periods for which the lessee has the option to continue the lease of the asset, with or without

further payment, which option at the inception of the lease it is reasonably certain that the lessee will

exercise.

3F Fuji Foods Private LimitedNotes to the financial statements(All amounts in Indian rupees, except share data or otherwise stated)

As at March 2015

As at March 2014

2.1 Share Capital

Authorised40,00,00,000 40,00,00,000

Issued, subscribed and fully paid-up 32,00,00,000 6,00,00,000

32,00,00,000 6,00,00,000

i) Reconciliation of the shares outstanding at the beginning and end of the reporting year / period:ParticularsEquity Shares: No. of Shares Amount in Rs. No. of Shares Amount in Rs.At the commencement of the year / period 60,00,000 6,00,00,000 - - Add: Issued and subscribed during the year / period 2,60,00,000 26,00,00,000 60,00,000 6,00,00,000 At the end of the year / period 3,20,00,000 32,00,00,000 60,00,000 6,00,00,000

(iii) Shares held by Holding / Ultimate Holding Company and their Subsidiaries Name of shareholder

No. of Shares Amount in Rs. No. of Shares Amount in Rs.Fuji Oil Co. Ltd. - Japan , Holding Company 58,66,666 5,86,66,660 33,00,000 3,30,00,000 Fuji Oil Asia Pte. Ltd. - Singapore, Fellow Subsidiary. 1,17,33,334 11,73,33,340 - -

Name of shareholderNo. of Shares % No. of Shares %

Fuji Oil Asia Pte. Ltd. - Singapore 1,17,33,334 36.70 33,00,000 55 Fuji Oil Co. Ltd. - Japan 58,66,666 18.30 - - 3F Industries Limited 1,44,00,000 45.00 27,00,000 45

2.2 Reserves and surplus

Deficit in the statement of profit and lossBalance as at the beginning of the year / period (28,35,211) - Loss for the year / period (1,28,81,072) (28,35,211) Balance at the end of the year / period (1,57,16,283) (28,35,211)

2.3 Share application money pending allotment

Share application money pending allotment* - 14,00,00,000

- 14,00,00,000

*

40,000,000 (previous year: 40,000,000) equity shares of Rs.10 each

Pursuant to the JV agreement dated 3 December, 2013 share application money was received from Fuji Oil Asia Pte. Ltd. and 3 F Industries. The company had allotted 14,000,000 @ Rs.10 each to both the parties on 23 April, 2014 including allotment of equity shares subscribed through Memorandum of Association.

As at 31 March 2015

As at 31 March 2015

32,000,000 (previous year: 6,000,000) equity shares of Rs.10 each

The Company has single class of equity shares having a par value of Rs. 10 per equity share. The equity shares are entitled to receive dividend as declaredfrom time to time . In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company,remaining after distribution of all preferential amounts in proportion to the number of equity shares held. In case of vote by way of show of hand, eachholder of equity share is entitled to one vote and where the voting takes place by way of poll, every member shall have voting rights in proportion to hisshare of paid up equity share capital.

As at 31 March 2014

As at 31 March 2014

As at 31 March 2014

iv) The details of shareholder holding more than 5% shares in the Company:

As at 31 March 2015

i) Rights, preferences and restrictions attached to equity shares

3F Fuji Foods Private LimitedNotes to the financial statements (continued)(All amounts in Indian rupees, except share data or otherwise stated)

As at 31 March 2015

As at 31 March 2014

2.4 Long-term borrowings

SecuredTerm loansFrom related parties

Fuji Oil Asia Pte. Ltd. - Singapore (Refer Note below) 26,66,36,808 -

26,66,36,808 - Note:

2.5 Long-term provisionsProvision for employee benefits - Provision for gratuity (Refer Note 2.34) 3,48,596 -

3,48,596 -

2.6 Trade payables:Trade Payables (Refer Note 2.36) 1,04,65,736 -

1,04,65,736 -

2.7 Other current liabilities:Capital creditors 4,12,26,225 - Interest accrued and due on borrowings (Refer note 2.37) 13,36,690 - Interest accrued but not due on borrowings 3,04,020 - Statutory liabilities 29,62,340 3,71,298 Retention money payable 31,54,750 - Employee payables 10,20,972 - Others - 1,35,193

5,00,04,997 5,06,491

2.8 Short-term provisions:Provision for tax [net of tax deducted at source of Rs.701,216 (previous year: Rs.39,670 )] 12,49,474 1,10,330

12,49,474 1,10,330

The term loan carries an interest rate of LIBOR+70 basis points per annum.The term loan is repayable in six equal semi-annual instalments for the period from 20 August 2016 to 20 February 2019.The term loan is secured by way of paripassu first charge on the entire fixed assets and paripassu second charge on entire current assets of the company shared by Fuji Oil Asia Pte. Ltd., and Axis Bank Limited., in the ratio of 55:45.


2.9 Fixed assets

Tangible assets

Freehold land, owned 3,04,34,600 92,65,394 - 3,96,99,994 - - - - 3,96,99,994 3,04,34,600 Buildings - 4,86,581 - 4,86,581 - 90,593 - 90,593 3,95,988 - Data processing equipments - 8,06,825 - 8,06,825 - 1,83,645 - 1,83,645 6,23,180 - Furniture and Fixtures - 5,78,129 - 5,78,129 - 1,59,451 - 1,59,451 4,18,678 - Office equipments - 6,68,986 - 6,68,986 - 55,077 - 55,077 6,13,909 -

Total 3,04,34,600 1,18,05,915 - 4,22,40,515 - 4,88,766 - 4,88,766 4,17,51,749 3,04,34,600 Previous Period - 3,04,34,600 - 3,04,34,600 - - - - 3,04,34,600

Intangible assetsComputer software - 16,500 - 16,500 - 3,571 - 3,571 12,929 -

Total - 16,500 - 16,500 - 3,571 - 3,571 12,929 - Previous Period - - - - - - - - -

Capital Work In Progress (Refer note 2.29)

Capital work-in-progress - 49,99,60,423 - 49,99,60,423 Expenditure during construction period pending allocation (net) - (Refer note 2.29) - 4,59,47,736 - 4,59,47,736 Total - 54,59,08,159 - 54,59,08,159 Previous Period - - -

Note:Capital work in progress includes borrowing cost capitalised during the year amounting to Rs. 9,137,516 (previous year Rs. Nil)

ParticularsAs at

31 March 2015For the year Deletions As at 31 March

2014

As at 1 April 2014

Additions during the year

Capitalised/adjustments

during the year

As at 31 March 2015

As at 31 March

2015

Description

Net BlockAs at 31 March

2015As at

1 April 2014

Depreciation and amortisationGross BlockAdditions during

the yearDeletions during

the yearAs at

31 March 2014


As at 31 March 2015

As at 31 March 2014

2.10 Deferred tax assetEmployee Benefits 1,07,716 -

1,07,716 -

2.11 Long-term loans and advances:Unsecured, considered good

Capital advances 1,71,22,916 4,89,17,385 Security deposits 20,02,250 -

1,91,25,166 4,89,17,385

2.12 Inventories:(At lower of cost and market value)

Stock-in-trade 1,00,55,054 - 1,00,55,054 -

2.13 Trade receivables:Unsecured, considered good -Receivables outstanding for a period exceeding six months from the date they became due for payment

- -

-Others 31,10,395 -

31,10,395 -

2.14 Current investments: (valued at lower of cost or market value)Investment in mutual fundsQuotedBirla Sun Life Cash Plus-Daily dividend direct plan-reinvestment [110,259.519 units of Rs. 100.195 each (previous period 440,601 units ofRs.100.33 each)]

1,10,47,453 4,42,05,196

1,10,47,453 4,42,05,196 Aggregate value of quoted investment 1,10,47,453 4,42,05,196 Market value of quoted investments 1,10,47,453 4,42,05,196

2.15 Cash and bank balances:

Cash and cash equivalents:Cash on hand 23,407 6,375

Balances with banks:In current account 14,65,728 37,60,848 In deposit accounts (with original maturity of 3 months or less) - 7,03,70,448

14,89,135 7,41,37,671

2.16 Short term loans and advances:Unsecured considered good:

Advances to employees 1,33,796 - Prepaid expenses 1,32,539 - Other Advances 1,15,237 -

3,81,572 -

2.17 Other current assets:Interest accrued on fixed deposits - 86,758

- 86,758


For the year ended 31 March 2015

For the period from 30 January 2014 to

31 March 2014

2.18 Revenue from Operations:Sale of products -Traded Goods 33,66,107 -

33,66,107 -

2.19 Other income:Interest income 36,88,715 4,83,465 Dividend income 46,45,299 2,05,196 Gain on foreign exchange fluctuation 22,506 -

83,56,520 6,88,661

2.20 Changes in inventories of stock-in-tradeOpening Stock - - Less: Closing Stock 1,00,55,054

(1,00,55,054) -

2.21 Employee Benefits Expense:Salaries and wages 6,58,984 - Staff welfare expenses 1,58,874 -

8,17,858 -

2.22 Finance CostsInterest expenses 1,70,542 -

1,70,542 -

2.23 Other expenses:Electricity charges 41,833 - Rent (Refer note 2.30) 23,73,812 - Repairs and maintenance - others 1,71,152 - Insurance 3,74,902 - Rates and Taxes 2,81,065 - Legal and Professional fees (Refer note 2.26) 1,01,75,148 3,08,895 Incorporation expenses - 28,41,433 Advertisement and promotion 1,13,060 1,48,036 Bank charges 34,116 - Printing and stationary 96,681 - Security charges 8,36,258 - Communication expenses 1,74,233 - Travelling and conveyance 26,18,460 - Selling expenses 1,57,795 - Freight - inward 2,28,951 - Miscellaneous expenses 2,24,893 75,508

1,79,02,359 33,73,872



(All amounts in Indian rupees, except share data or otherwise stated)

2.24 Contingent liabilities, capital and other commitments

Particulars As at

31 March 2015

As at

31 March 2014

i) Capital commitments:

a) Estimated amount of contracts (net of advances)

remaining to be executed on capital account and

not provided for

63,396,559

183,487,840

Total 63,396,559 183,487,840

2.25 Earnings per share

Particulars

For the year

ended

31 March 2015

For the period from

30 January 2014

to 31 March 2014

Loss for the year

Net loss for the year/period (Rs.) – (A) (12,881,072) (2,835,211)

Shares

NmNNumber of shares at the beginning of the year / period 6,000,000 -

Add: Number of equity shares issued during the year / period 26,000,000 6,000,000

Total number of equity shares outstanding at the end of the

year / period

32,000,000 6,000,000

Weighted average number of equity shares outstanding

during the year / period – (B)

27,227,397 986,301

Basic EPS (C=A/B) (0.47) (2.87)

2.26 Auditor’s remuneration included in legal and professional fees (excluding service tax)

Payment to auditor For the year ended

31 March 2015

For the period from

30 January 2014

to 31 March 2014

Statutory audit fee 450,000 150,000

Other services 600,000 -

Out of pocket expenses 43,300 -

Total 1,093,300 1,50,000

2.27 Particulars of stock-in-trade purchased during the year:

Particulars For the year ended

31 March 2015

For the period from

30 January to 31

March 2014

Non dairy whipping cream 13,426,393 -

Total 13,426,393 -




2.28 Related party disclosures

(i) Names of related parties and description of relationship

(a) Related parties where control exists

(i) Fuji Oil Co. Ltd. – Japan Holding Company

(b) Enterprises under common control

(i) Fuji Oil Asia Pte. Ltd. – Singapore Fellow Subsidiary

(ii)Woodlands Sunny Foods Pte. Ltd. Fellow Subsidiary

(c) Enterprises which exercises significant influence

(i) 3F Industries Limited Significant Shareholder

(c) Key Managerial Personnel

(i) Mr. Shiv Bhagwan Goenka Director

(ii) Mr. Sushil Goenka Director

(iii)Mr. Shinichi Nakao Whole time director

(iv) Mr. Tomoyuki Yoshida Director

(v) Mr. Katsuto Sahara Director

(vi) Ms. Radhika Purohit Secretary

(ii) Details of transaction with the above related parties:

Transactions

For the year

ended

31 March 2015

For the period

from 30 January

to 31 March 2014

Share capital issued

Fuji Oil Asia Pte. Ltd. - Singapore

84,333,340 33,000,000

Fuji Oil Co. Ltd. – Japan

3F Industries Limited

58,666,660

117,000,000

-

27,000,000

Long-term borrowings availed

Fuji Oil Asia Pte. Ltd. - Singapore 258,369,000 -

Interest on long-term borrowings


Purchases of stock-in-trade

Woodlands Sunny Foods Pte. Ltd. 8,871,093 -

Sale of goods on consignment basis

3F Industries Limited 3,366,107 -

Payments made on behalf of the company

3F Industries Limited - 35,250,000

Reimbursements of expenses for the company

3F Industries Limited 18,776,578 3,462,709

Legal and professional fees


Fuji Oil Co. Ltd. – Japan

29,892,206

1,309,721

-

-

Rent

3F Industries Limited 606,744 -

Selling expenses

3F Industries Limited 13,508 -

Remuneration paid

Mr. Shinichi Nakao

Ms. Radhika Purohit

3,133,330

262,903

-

-




2.28 Related party disclosures (continued)

(iii)Year end balances:

Particulars As at

31 March 2015

As at

31 March 2014

Trade receivables

3 F Industries Limited 3,110,395 -

Trade payables (Net of exchange fluctuation)

Woodlands Sunny Foods Pte. Ltd.


8,848,587

378,939

-

-

Long-term borrowings (Net of exchange fluctuation)

Fuji Oil Asia Pte. Ltd. – Singapore 266,636,808 -

Interest accrued and due on borrowings (Net of tax

deducted at source)


Interest accrued but not due on borrowings (Net of

tax deducted at source)

Fuji Oil Asia Pte. Ltd. - Singapore 304,020 -

Share application money pending allotment

Fuji Oil Asia Pte. Ltd. – Singapore


-

-

77,000,000

63,000,000

2.29 Capital work-in-progress (expenditure during construction period pending allocation (net)

up to 31 March 2015) as given below (Refer note 2.9):

Particulars

As at

31 March 2014

Additions

during the year

As at

31 March 2015

Interest and finance charges (Net) - 9,137,516 9,137,516

Legal and professional fees - 25,520,492 25,520,492

Salaries and wages - 9,325,336 9,325,336

Electricity charges - 1,600,608 1,600,608

Repairs and maintenance-others - 82,234 82,234

Rates and taxes - 240,000 240,000

Miscellaneous expenses - 41,550 41,550

Total - 45,947,736 45,947,736

2.30 Operating lease

The Company has cancellable leases. Lease payments relating to cancellable operating leases

amounting to Rs.2, 373,812 (previous year: Rs. Nil) has been disclosed as “Rent” in the statement of

profit and loss.




2.31 Value of Imports on CIF Basis


31 March 2015

For the period from

30 January 2014 to

31 March 2014

Purchases of stock-in-trade 13,426,393 -

Total 13,426,393 -

2.32 Expenditure in foreign currency

Particulars

For the year ended

31 March 2015

For the period from

30 January 2014 to

31 March 2014

Interest expense 1,729,795 -

Travelling and conveyance

Legal and professional fees

700,050

1,226,030

-

-

Total 3,655,875 -

2.33 Unhedged foreign currency exposure

Particulars

As at 31 March 2015 As at 31 March 2014

Currency Foreign

currency

INR

Foreign

currency

INR

Trade payables USD 141,372 8,848,587 Nil Nil

Long-term borrowings USD

4,260,000

266,636,808

Nil

Nil

Interest accrued and

due on borrowings

USD

21,356

1,336,690

Nil

Nil

Interest accrued but

not due on borrowings

USD

4,857

304,020

Nil

Nil

2.34 Employee benefits

Defined benefit plan

Gratuity:

Every employee is entitled to a benefit equivalent to 15 days last drawn basic salary for each

completed year of service in line with „The Payment of Gratuity Act, 1972‟. The same is payable

at the time of separation from the Company or retirement, whichever is earlier.

The liability for gratuity has been actuarially determined and provided for in the books of account.

Summary of actuarial assumptions:


31 March 2015

For the period from

30 January 2014 to

31 March 2014

Discount rate 8% -

Salary Escalation 10% -

Attrition rate 5% -

Retirement age 58 years -




2.35 Transfer pricing

The Company has established a comprehensive system of maintenance of information and documents

as required by the transfer pricing legislation under Sections 92-92F of the Income-tax Act. The

Management is of the opinion that its international transactions are at arm‟s length so that the

aforesaid legislation will not have any impact on the financial statements, particularly on the amount

of tax expenses and that of provision for taxation.

2.36 Amounts payable to Micro, Small and Medium enterprises

The Company has sent out letters seeking confirmations from its suppliers whether they fall under the

category of micro, small and medium enterprises as mentioned under the Micro, Small and Medium

Enterprises Development Act, 2006 (MSMDA). Accordingly, the disclosure in respect of the amounts

payable to such enterprises as at 31 March 2015 has been made in the financials statements based on

information received and available with the Company. Further the Company has not paid any interest

to the micro, small and medium enterprises.

Particulars

For the year ended

31 March 2015

For the period from

ended

31 March 2014

The principal amount and the interest due

thereon remaining unpaid to any supplier as at

the end of each accounting year/period;

- -

The amount of interest paid by the Company

along with the amounts of the payment made to

the supplier beyond the appointed day during the

year/period;

-

-

The amount of interest due and payable for the

period of delay in making payment (which have

been paid but beyond the appointed day during

the year) but without adding the interest specified

under this Act;

-

-

The amount of interest accrued and remaining

unpaid at the end of the year/period;

-

-

The amount of further interest remaining due and

payable even in the succeeding years, until such

date when the interest dues as above are actually

paid to the small enterprise;

-

-

2.37 Following are delays in payment of interest on borrowings which were outstanding as at 31

March 2015:

Name of the lender Amount Due date Delay in days as at

31 March 2015

Fuji Oil Asia Pte. Ltd. – Singapore 1,336,690 19 February 2015 40 days




2.38 During the year ended 31 March 2014, the Company had received an amount of Rs. 110,000,000

from Fuji Oil Asia Pte. Ltd. – Singapore towards allotment of 11,000,000 equity shares. The

Company had allotted such equity shares on 23 April 2014. The Company has filed Form FC-GPR

on 28 May 2014 for intimation of allotment of such equity shares to the Reserve Bank of India

through the Authorised Dealer Category I Bank (RBI). In terms of Notification No. FEMA 20/2000–

RB dated 3 May 2000 read with Master Circular No. 15/2012-13 dated 2 July 2012, as amended from

time to time („notification‟), form FC-GPR is required to be filed within 30 days of allotment of

shares. The company has filed condonation of delay in form FC-GPR with the RBI. Pending

condonation of such delayed filing, potential penalties, if any that may arise are currently not

determinable. Further, Management believes that these are not expected to be significant as they have

already filed for condonation with the RBI.

2.39 Previous year figures

(a) The Previous period figures are from 30 January 2014 to 31 March 2014 and hence are not

comparable.

(b) Previous period‟s figures have been regrouped / reclassified, wherever necessary, to conform to

current year‟s classification.

As per our report of even date attached for and on behalf of the Board of Directors of

for B S R & Associates LLP 3F Fuji Foods Private Limited

Chartered Accountants

ICAI Firm Registration Number: 116231W/W–100024

Hemant Maheshwari Shinichi Nakao Sushil Goenka

Partner

Membership No:096537

Whole-time Director

and CEO

Director

Radhika Purohit

Company Secretary

Place: Hyderabad Place: Hyderabad

Date : 28.08.2015 Date : 28.08.2015

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