spreading the joy of taste · • on boarding of bollywood celebrity, mr. akshay kumar, for our...

Spreading the Joy of

Taste

Anmol Industries LimitedAnnual Report 2018-19

Contents

Business Overview Financial Statements

Statutory Reports

Anmol at a Glance 02

Our Product Portfolio 04

Our Presence 06

Looking Back with Pride 08

Message from Chairman 10

Our Business Model 12

Customer Centric Approach 14

Leveraging our Core Capabilities 18

Independent Auditors’ Report 57

Annexure ‘A’ to Independent

Auditor’s Report 60

Annexure ‘B’ to Independent

Auditor’s Report 62

Balance Sheet 64

Statement of Profit and Loss 65

Cash Flow Statement 66

Statement of Changes in

Equity (SOCE) 68

Notes to the Financial Statements 69

Notice 20

Board’s Report 22

Management Discussion

& Analysis 27

Report on Corporate Governance 33

Corporate Social Responsibility 41

Forward-looking statements

Some information in this report may contain

forward-looking statements which include

statements regarding Company’s expected

financial position and results of operations,

business plans and prospects etc. and are

generally identified by forward-looking words

such as “believe,” “plan,” “anticipate,” “continue,”

“estimate,” “expect,” “may,” “will” or other similar

words. Forward-looking statements are dependent

on assumptions or basis underlying such

statements. We have chosen these assumptions

or basis in good faith, and we believe that they

are reasonable in all material respects. However,

we caution that actual results, performances or

achievements could differ materially from those

expressed or implied in such forward-looking

statements. We undertake no obligation to update

or revise any forward-looking statement, whether

as a result of new information, future events, or

otherwise.

Know more about us

Scan for online annual report

www.anmolindustries.com

What is the best way of celebrating the daily moments of joy? It can be something as simple as treating yourself to a delicious cookie!

Food is and has always been a source of comfort, happiness and celebration for one and all, and this is what we have built into our philosophy! With our quality food products we have captured the hearts and tastebuds of a large section of our consumer group and thereby have maintained ourselves on the fast track of growth! For us the strategy is simple - when you spread the delicious taste of joy, it returns to you manifold!

Anmol at a Glance

One of the largest branded packaged food company, Anmol Industries Limited (‘Anmol’), offers a distinct range of snacks under its brand ‘Anmol’ and ‘Mukkund’.

Over the past 25 years, we have leveraged our experience and expertise to market and distribute our products across the key markets in India and the globe. Our product portfolio consists of more than 61 varieties of biscuits and 26 varieties of cakes, serving snacks for every type of occasions for a diverse customer base.

Striving towards becoming the best in the food segment, we aim to relentlessly offer distinctive flavours to our progressive consumers. Moving fast on the path to fulfilling aspirations with a global approach, we also aim to deliver the best returns to the society, consumers, and our stakeholders.

We seek to evolve as the top Biscuit Brand in India. We strive to reach deeper into the hearts of our loyal consumers, establishing a mutually enriching relation with each one of them. Having always been dedicated to providing the best to the consumer, we aim to reach for the sky as we believe that it is where the limit lies.

Delivering growth

4th

5th

Largest biscuit brand in India*

Largest cake brand in India*

*Report by Frost & Sullivan 2018

Mission

Vision

02

Annual Report 2018-19Anmol Industries Limited

03

Business Overview Statutory Reports Financial Statements

Our Product Portfolio

Our passion for delivering quality and healthy products and bringing joy to people has led to delivering best-in-class products to our consumers. Our offerings are focused around biscuits, cakes and cookies under our iconic brand ‘Anmol’, aimed at reaching out to maximum consumers across the globe.

Domestic Portfolio

Biscuits

Cookies

04


Export Portfolio

Cakes

05


Our Presence

Trinidad and

Tobago


06

Sierra Leone

Cameroon

Angola

Dubai

Yemen

Oman

Mauritius

Iraq

Kuwait

Qatar

Congo DRCTogo

Benin


07

Looking Back with Pride

08


First manufacturing unit was established at Dankuni, West Bengal

1994A second unit was added to the existing facility in West Bengal, India

1998Third unit was set up at Greater Noida, U.P. to reach out to our customers in the North & West

2001

Acquired a running biscuit manufacturing unit in West Bengal, India

2004Cup Cake, Bar Cake and Tiffin Cake variants were added to our product kitty

2005Started manufacturing biscuits in Ghaziabad, India

2008

Production was increased by 31500 MT by setting up two new ovens at the existing site

2010New state-of-the-art Facility was set up at Hajipur, Bihar

“Yes Bank emerging companies award for Outstanding capital management”. Commenced Production of new segment variant – Cookies, India

2011 2014

ET Award for Fastest Growing Company above K10 Bn

2015• Anmol Bakers & Anmol

Biscuits merged and is now known as Anmol Industries Limited. Changed total brand identity in form of New Logo and Product pack

• Our Bhubaneswar plant opened on 30th March 2017

• On boarding of Bollywood celebrity, Mr. Akshay Kumar, for our brand promotions

• ET Award for Best Financial Performance above K10 bn

MSME International Trade Fair Award

Making of Developed India Award for Best FMCG company

2017 2018

2019

09


Message from Chairman

Dear Stakeholders,

The fiscal year 2019 marked an important year in our corporate journey as we complete 25 years since our inception. Our journey in these past two decades has been phenomenal, transforming to deliver sustained growth over the years. We have successfully evolved from a small packaged food manufacturer in West Bengal to an established global iconic brand offering a range of products focused around biscuits, cakes and cookies, giving consumers the gift of taste and quality in every bite.

Seeing how the Company has grown over the years, I am optimistic about the future ahead as we have the right strategies and plans in place.

10


Being a part of ever-changing FMCG

industry, we witnessed many challenges

in terms of changing government

policies, geopolitical uncertainties,

retail channel transformation, disruption

of the media ecosystem, rising input

costs and foreign exchange headwinds.

However, we have stood firm to our

values of quality, fighting competition and

delivering value for our stakeholders.

However, we remain focused on growing

our brand across multiple geographies

by increasing our distribution network

and retail footprints, proving quality and

variety of products, spreading joy of taste

and investing in building a culture to lead

change in a dynamic environment. We

thrive to be a consumer-driven brand

providing consumers with the products

that exceed their expectations. This

strategy enables us to remain strong

and ahead of our peers even in highly

competitive markets

Amidst a competitive ecosystem, we

were successful in delivering a proven

track record of consistent growth in

revenue and profitability.

Our track record of strong growth was on

account of our approach to strategically

managing our long-term goals, our

relentless drive for innovation with

new products, our disciplined portfolio

management, our prudent capital

allocation strategy and our unwavering

commitment to the highest level of

execution, all of which are regularly

discussed as part of our ongoing

strategic planning with our Board of

Directors.

Along with delivering quality and healthy

products, safety and sustainability are

crucial to our business strategy, and we

strive to be both responsible operators

of our business. We believe that our

ability to offer products that are traceable

and verified sustainable is critical to our

customers as well as the future of the

environments in which we operate. As a

result, we take measures to ensure we

operate within a eco-friendly, safe and

hygienic business environment across

our operations.

The success we have achieved so far

in terms of operations and financial

parameters, would not be possible

without the commitment of [] diverse

and talented employees across our

operations. We strive to create an

inclusive work environment wherein our

employees can grow, learn and excel in

their career path and in turn emerge as

leaders of tomorrow.

Going forward, we will continue to

strengthen our business even further in

line with our strategies.

Our objective remains consistent and

clear: balanced top-line and bottom-

line growth with cash generation that

consistently delivers returns. We will

continue our growth trajectory by

meeting consumer demands, creating

added value for all stakeholders and

increasing our efficiencies. Further, we

also continue to focus on improving

our brand visibility in domestic and

international market by organic and

inorganic growth strategy.

Seeing how the Company has grown

over the years, I am optimistic about

the future ahead as we have the right

strategies and plans in place. With a

strong business foundation, we will

continue to navigate through headwinds

and position our company for sustained

future growth.

Regards,

Biswanath ChoudharyChairman

11


Our

Bus

ines

s M

odelKey Factors Input Capital

Our brand

Environment, health and safety (EHS)

Employees

Supply chain efficiency

Strategic Location and Alliances

Intellectual Capital

Natural Capital and Social capital

Human Capital

Relationship Capital and Financial Capital

Manufacturing Capital and Relationship Capital

12


Business Activity Output Strategic Outcomes

• Accurately project changing taste

and preferences of consumers.

• Anticipate domestic as well as

international market demand

• Innovate new products, tailored to

meet customer’s preference

• Focus on key opportunities available

to derive maximum value for

customers across the globe

• Unique and diversified product offering

• Quality products at the right price

• Wide variety of products in biscuits, cakes and cookies segment

• Best-in-class margins

• Loyal Customer base

• Positive brand reputation

• Growing global footprints

• Delivering quality products

• Repeat orders from customers

• Meeting customer demands on time

• Healthy Employee turnover ratio

• Low Attrition rate

• Consistent input of ideas

• High Efficiency

• Higher standard of living

• Responsible business status

• Usage of green fuel by shifting from Furnace Oil to LPG

• Our state-of-the-art manufacturing units are highly advanced ensuring consistency and high quality across multiple product manufacturing

• Access to global suppliers for key resources

• Superior quality products

• Improve product lead time

• Better inventory turnover ratio

• Improved customer satisfaction index

• Committed and dedicated workforce

• Minimum harm to the environment

• Contribution to society

• Strategically located Manufacturing

units and warehouse across the

country to cater to customers in

India and across the globe

• Collaboration with best technology

players and capable technical team

helps us stay ahead of market

• Versatile and largest manufacturing

unit

• The procurement team strictly

monitors every activity starting from

sourcing of key inputs to after sales

services to ensure consistent quality

and achieve economies of scale

• Maintain adequate inventory

assuring steady delivery of products

• Provide healthy working environment

• Nurturing and developing employees

through continuous learning

• Provide opportunity to grow and lead

• Prevention of water wastage in our

operations

• Minimization of air, noise and water

pollution

• Provide education and support to

backward sections of the society

13


Customer Centric Approach

We thrive to build a Customer Centric culture by strengthening our key pillars including operational and commercial excellence, portfolio optimization and our people. We believe that our ability to provide the customer with the right kind of products, in line with their desires, will enable us to determine our success.

14


Commercial Excellence

Operational Excellence

Portfolio Optimization

Our People

Our strategy to build customer centric model

15


Commercial ExcellenceAt Anmol, Commercial Excellence is about igniting

our topline growth by better understanding of our

customer’s needs and desires and not just selling

and pricing. Commercial excellence goes above and

beyond the right quality and safety; it also includes

transparency around our products, such as natural or

organic. As a result, we constantly introduce new and

different range of snacks that our customers enjoy

eating while maintaining their health. We have also

been leveraging our scale to enhance our reach and

distribution channels in underpenetrated and uncovered

areas in domestic and International markets.

Operational ExcellenceWe foster a high-performance manufacturing culture of

continuous improvement on key factors such as quality,

cost, products and safety across the organization. Our

efforts are constantly directed towards shifting from

streamlining our operations to building a continuous

improving culture that enables us to deliver value to all

our stakeholders, especially customers. At Anmol, we

constantly keep upgrading our manufacturing facilities

with cutting edge technologies to ensure highest level

of efficiency.

16


Our PeopleTo remain ahead of the industry curve, it is incumbent

upon us to invest in our people. We strive to build a

workforce that is driven by performance and dedication.

At Anmol, we clearly define the job role, communicate

goals and foster accountability across the organization.

Our investment, in the form of training and development

programs, are aimed at developing a competent

workforce that enables us to drive shareholder value

and offer innovative products to our customers.

Portfolio Optimization We constantly monitor our product offerings to include

new and improved products in our basket. Through

our offerings, we ensure that our products meet

the required customer needs, exceeds customer’s

satisfaction and are at the right time at the right place.

We further ensure that we have the right portfolio of

categories to enable us to deliver long-term earnings,

revenue growth and to drive shareholder value.

17


Leveraging our Core Capabilities

Industry Landscape

8-10%Average revenue

growth in FY 2019 of

FMCG industry

Growing populationLeading to increase in demand

for snacks such as biscuits, cakes

and cookies

Improvement in InfrastructureResulting in better connectivity and

transportation between cities and villages

13.6%YoY growth of Savoury

snacks segment in India

Rising preferenceof healthy snack variety that are

natural and GMO free especially by

millennial

Digitizationenabling companies like Anmol

to get in touch with consumers

directly

16.6%Estimated CAGR growth rate

of packaged food Industry in

India in next five years

Upliftment of tier-II and tier III cities leading to

improved demand from rural areas

18


Our capabilities

Diversified and broad Product portfolio customised as

per local demand of consumers

Economies of scaleEnabling us to meet new consumer

needs, strengthen our brands, and

improve customer service

Experienced Management team enables us

stay ahead of the industry curve

through upbeat capacity expansion,

competitive manufacturing costs

and world-class quality with strong

distribution synergies

People Our human resource majorly

comprises of young individuals

guided by experienced management

personnel who are always at the

forefront to convert challenges into

opportunities

Legacyof more than two decades in the

industry helps us adapt to the

changing trends, understand our

customer demands and emerge as

a reliable business partner

Strategically located Manufacturing facilities enables us to

reduce our cost as well as stay close

to our customers

Qualitative ExcellenceOur integrated business model ensures

we deliver unmatched quality products to

a global audience that is benchmarked

with highest quality standards.

DrivingSavings through holistic cost

management to reinvest in

the Company

In order to capitalize on the growing

opportunities, we have been efficiently

utilizing our core capabilities to be

more consumer-centric, accelerating

investment for topline growth and

winning in the marketplace. Our core

competencies include:

19


Notice

Notice is hereby given that the 10th Annual General Meeting of Anmol Industries Limited will be held at its registered office at 229, A.J.C. Bose Road, Crescent Tower, 3rd Floor, Unit 3A, 3B, 3C & 3D, Kolkata -700020, West Bengal, on Monday, the 30th day of September, 2019 at 10:00 a.m. to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial

Statements of the Company for the financial year ended

March 31, 2019 and the Reports of the Board of Directors and

Auditors’ thereon.

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

ended March 31, 2019 and in this regard, pass the following

resolution as an Ordinary Resolution:

“RESOLVED THAT a dividend at the rate of Re. 0.50 per equity

share on the face value of Rs 10/- each be and is hereby

declared for the financial year ended March 31, 2019 and the

same be paid as recommended by the Board of Directors

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

financial year ended March 31, 2019.”

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

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

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

following resolution as an Ordinary Resolution:

NOTES:

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

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

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

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

the Company not less than 48 hours before the meeting.

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

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

act as a proxy on behalf of members not exceeding fifty and

holding in the aggregate not more than ten percent of the

total share capital of the Company carrying voting rights, may

appoint a single person as proxy, who shall not act as a proxy

for any other member.

3. Corporate members intending to send their authorized

representatives to attend the meeting are requested to send

“RESOLVED THAT pursuant to the provisions of Section 152

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

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

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

hereby reappointed as a Director of the Company, liable to

retire by rotation.”

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

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

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

following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152

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

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

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

hereby reappointed as a Director of the Company, liable to

retire by rotation.”

By Order of the Board

For Anmol Industries LimitedDate : 06.09.2019

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

Crescent Tower, 3rd Floor,

Unit No.3A, 3B, 3C & 3D Brundaban BeheraKolkata - 700020 Company Secretary

to the Company a certified copy of the Board resolution

authorizing their representative to attend and vote on their

behalf at the meeting.

4. Only bona-fide members of the Company whose names

appear on the Register of Members/Proxy holders, in

possession of valid attendance slips duly filled and signed will

be permitted to attend the meeting. The Company reserves

its right to take all steps as may be deemed necessary to

restrict non-members from attending the meeting.

5. Members are requested to bring their copies of Annual

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

attendance at the venue of the Annual General Meeting,

members are requested to please bring their folio number

to enable us to provide a duly filled attendance slip for your

signature and participation at the meeting.

20


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

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

vote.

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

Act, 2013 read with relevant Companies (Management and

Administration Rules), 2014, companies can serve Annual

Reports and other communications through electronic mode

to those members who have registered their e-mail address

with the Company. Members of the Company, who have

registered their email-address, are entitled to receive such

communication in physical form upon request.

8. All documents referred to in the accompanying Notice

shall be open for inspection at the registered office of the

Company during business hours except on holidays, up to

and including the date of the Annual General Meeting of the

Company.

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

the Annual General Meeting of the Company are provided in

the Ordinary Business of this Notice.

11. The Register of Members will remain close from 26.09.2019 to

30.09.2019 (both dates inclusive).

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

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

meeting to:

i. all those equity shareholders, whose names appear in

the Register of Members as on September 30, 2019; and

ii. those whose names appear as beneficial owners as

on September 30, 2019 as furnished by the National

Securities Depository Limited and Central Depository

Services (India) Limited for the purpose.

21


(H in Lakh)

Particulars F. Y. 2018-2019 F. Y. 2017-2018

Revenue from operations 1,08,421.48 1,10,737.68

Other income 1,398.74 367.03

Total revenue 1,09,820.22 1,11,104.71Profit before finance charges, tax, depreciation/amortization (EBITDA) 10,113.40 16,318.59

Less: depreciation and amortization expenses 2,587.18 2,875.98

Less: finance cost 226.84 913.42

PBT from Continuing Operation 7,299.38 12,529.19Less: Exceptional Items - -

Less: Provisions for tax:

Current Tax 2,383.38 4,187.12

Deferred Tax (4,076.24) 513.15

Income Tax relating to earlier years (912.35) (406.63)

Profit for the Year 9,904.59 8,235.55

Other Comprehensive Income after Tax 14.41 23.18

Total Comprehensive Income for the Year 9,919.00 8,258.73

b. Overview of Company Performance

During the financial year under review, your company’s

revenue from operation was downed by 2.09 % due to the

high competition and increase of price of the raw materials.

However your company has maintained the profit making and

is hopeful to have a positive change in the current financial

year. The steps taken by your company for the growth are as

under:

• Innovation and launching of new products, both in

biscuits and cakes;

• Penetrating to new areas of operation;

• Strengthen the exports and modern trade operations;

• Strengthening the existing work force and area of

operation.

Your Company is celebrating its 25th year of starting

operations. The details on operational review and the state

of Company’s affairs are provided in the Management’s

Discussion and Analysis Report forming part of this Annual

Report as “Annexure A”.

c. Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any subsidiary, Joint Ventures

or Associate Company.

d. Dividend

Based on the Company’s performance, your Directors are

pleased to recommend final dividend of H 0.50/- (i.e. 5%) per

equity share of H 10/- each for FY 2019 subject to approval

of members at the ensuing Annual General Meeting (“AGM”)

of the Company. During the Year under review the Board

of Directors of your Company had not declared any interim

dividend.

e. Reserves

The Company has transferred H 1,000 Lakhs to the General

Reserve out of amount available for appropriations.

Board’s Report

Dear Members,

Your Directors have the pleasure of presenting the 10th Annual Report together with the audited financial statements of your Company for

the financial year ended 31st March, 2019.

I. FINANCIAL PERFORMANCE

a. Financial Results:

22


f. Share Capital

During the year under review, there is no changes in the

Authorised and paid up share capital of the Company. The

authorised share capital of the Company as on March 31, 2019

was H70,00,00,000/- (Rupees seventy crore only) divided

into 7,00,00,000 equity shares @ H10/- each and the paid up

Equity Share Capital as on March 31, 2019 was H61,78,85,400/-

(Rupees Sixty one crore seventy eight lakhs eighty five

thousand four hundred only) divided into 6,17,88,540 equity

shares @ H10/- each.

g. Initial Public Offer

Your Company had filed a Draft Red Herring Prospectus dated

19.06.2018 with the Securities and Exchange Board of India

(‘SEBI’) for an ‘Offer for Sale’ of its equity shares and the SEBI

had also granted its approval for the said subject. However,

due to the volatility of both domestic and international market,

your company has not proceeded with the same.

II. OPERATIONAL PERFORMANCE

a) New Product Launching – a next step for leap

Continuous innovation in products has been at the forefront

of your Company and has resulted in creating major biscuit

brands for the company like Dreamlite and Butter Bake. Your

company has launched various new products during the

year notably the Anmol-Smileys and Anmol-Mexi Bite. Your

company has also expanded its cakes production with the

launching of Bar Cakes, Tiffin Cake, Sandwich, cream filled

cakes during the year and has invested to increase the cake

production capacity to fulfil the growing demand for cakes.

b) Supply Chain and Operation

Your Company ensures that the efficiency and quality is

maintained throughout the supply chain. The company

has significantly invested to improve its supply chain

infrastructure during the year and has also acquired requisite

technical expertise in this area to strengthen its supply chain

operations.

c) Environment, Health and Safety

Your Company closely monitors the manufacturing processes,

which might have negative impacts on the environment

and take corrective actions to minimize it. Additionally, the

company focuses on areas of hazardous waste management,

emission control, effluent treatment and safety management

at the workplace. Your company has also been successful in

implementing and using Green Fuel by shifting from Furnace

Oil to LPG and LNG.

d) Quality Programs

Your company remains strongly committed to create and

maintain the best practices in quality control. Hygiene

is a serious primary concern in the food industry. All our

manufacturing facilities are fully automated and equipped with

the latest plant and machinery that facilitate in manufacturing

uniform quality products. The Company ensures that

stringent food safety standards are implemented across the

entire value chain. It continuously upgrades, improvises and

validates the quality of its products and processes.

e) Research and Development (R& D)

Our research and development (R&D) activities focus on

creating new products based on consumer taste and

preferences, quality, nutritional value and provide greater

choices to our consumers. Our extensive research has

resulted in creating and launching innovative, superior quality

products at lowers prices.

f) Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

Details of energy conservation, technology absorption,

foreign exchange earnings and outgo in accordance with the

provision of section 134 (3) (m) of the Companies Act, 2013

read with Rule 8 of the Companies (Accounts) Rules 2014 are

given in “Annexure A1” to this Report.

g) Exports

Breaking geographical barriers, your company exports a

wide and exclusive range of biscuits to Asia, Africa, Europe,

Middle East and Caribbean Islands. Our export products have

been specially developed to cater to the particular taste of

each nation. The supreme packaging along with the logistics

support, ensures optimum freshness and longer shelf life.

Your Company continues to explore new markets for its

products.

III. DIRECTORS

CHAIRMAN EMERITUS Mr. Baijnath Choudhary left for his

heavenly abode on 05/08/2019 on attaining the age of

83 years. He was instrumental in creating the Anmol since

1994 and was reckoned as a dignified person in the Biscuits

Industry in India. The Board records its deep condolence &

high appreciation for the invaluable contributions made by Mr.

Baijnath Choudhary in the growth of the Company.

a. Appointment/ Re-appointment

Mr. Biswanath Choudhary and Mr. Dilip Kumar Choudhary

retire by rotation at the forthcoming Annual General Meeting

and being eligible have offered themselves for reappointment.

23


Brief profile and other details of the Directors are provided in

the Report on Corporate Governance as “Annexure-B”.

The Company has received declarations from all the

Independent Directors of the Company confirming that they

meet the criteria of Independence as prescribed under

section 149(7) of the Companies Act, 2013.

b. Directors Responsibility

Pursuant to Section 134 (5) of the Companies Act, 2013, the

Board of Directors, to the best of their knowledge and ability,

confirm that:

a) that in the preparation of the annual financial statements

for the financial year ended March 31, 2019, the applicable

accounting standards have been followed;

b) that such accounting policies have been selected and

applied consistently and judgment and estimates have

been made that are reasonable and prudent so as to

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

Company for the financial year;

c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared

on a going concern basis;

e) that proper internal financial controls were in place and

that the financial controls were adequate and were

operating effectively;

f ) that proper systems were in place to ensure compliance

with the provisions of all applicable laws and that such

systems were adequate and operating effectively.

IV. EMPLOYEES

a. Key Managerial Personnel (KMP)

There has been no change in the Key Managerial Personnel

of the Company during the year.

b. Particulars of the Remuneration paid to the Directors, KMP and employees

The particulars of remuneration under Rule 5(2) of the

Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014 are as under:

(A) Top ten employees in terms of remuneration drawn and

employee who were employed throughout the Financial

year and were in receipt of remuneration for that year

which, in the aggregate, was not less than One Crore

Two lakh rupees: Mr. Bimal Kumar Choudhary, Managing

Director; Mr. Biswanath Choudhary, Whole-time Director;

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

Gobind Ram Choudhary, Managing Director and Mr.

Deepak Choudhary, Mr. Sunil Choudhary, Mr. Ankit

Choudhary and Mr. Vikash Choudhary.

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

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

in the aggregate, was not less than eight lakh fifty

thousand rupees per month: NIL

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

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

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

aggregate, is in excess of that drawn by the Managing

Director or Whole Time Director or Manager and holds

by himself or along-with his spouse and dependent

children, not less than two percent of the equity share of

the Company: NIL

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

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

employees are mentioned in the “Annexure C”.

c. Disclosure of Sexual Harassment of women at Work place.

Your Company is committed towards promoting the work

environment that ensures every employee is treated with

dignity and respect and afforded equitable treatment

irrespective of their gender, race, social class, caste, creed,

religion, place of origin, sexual orientation, disability or

economic status. The Company has an Internal Complaints

Committee providing redressal mechanism pertaining to

sexual harassment at work place. There were no cases of

sexual harassment reported during the year under review.

d. Training and Development

As a part of its long-term vision, the Company has consistently

invested in employee trainings to enhance learning. This

helps the employees undergo skill-based, function-based

learning interventions to suit business requirements.

V. Corporate Social Responsibility (CSR)

As a socially responsible organization, your Company has

collaborated with various communities and government

institutions to facilitate several humanitarian activities, some of

which include voluntary health check-up camps, educational

promotion in the campus of school buildings, installation of

deep tube-wells, Air Purifiers, supplying of biscuits to aid

in nutrition and many more. The Company has also set up

schools, implemented several clean drinking water projects

across states to ensure a balanced, socio-economic and

24


sustainable development. Your company has also involved in

animal welfare initiatives and has set-up gau-salas for well-

nourishment of Cattles. The Annual Report on CSR is annexed

as “Annexure D” forming integral part of this Report. The CSR

policy of the company can be accessed on the Company’s

website at the link https://www.anmolindustries.com/wp-

content/uploads/2019/04/CSR_Policy_5-7.pdf.

VI. AUDITORS

a. Statutory Auditors

Lodha & Co., Chartered Accountants (ICAI Regn. No. 301051E),

were appointed as Statutory Auditors of the company at the

8th AGM for a term of 5 consecutive years until the conclusion

of 13th AGM of the Company subject to ratification by the

Members at every Annual General Meeting.

The first proviso to Section 139 of the Companies Act, 2013 which

provided for the ratification of appointment of the Statutory

Auditors by the Members at every Annual General Meeting has

been omitted by the Companies Amendment Act, 2017 w.e.f 7

May 2018. Hence, the appointment of Statutory Auditors shall

continue to be valid till the conclusion of 13th Annual General

Meeting of the company and no ratification of appointment of

Statutory Auditor is required at the ensuing AGM.

The Auditors’ Report read together with Annexure referred

to in the Auditors’ Report do not contain any qualification,

reservation, adverse remark or disclaimers. During the year

under review, the Statutory Auditors have not reported any

matter under Section 143 (12) of the Act, therefore no detail is

required to be disclosed under Section 134 (3)(ca) of the Act.

b. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies

Act, 2013, M/s. Vinod Kothari & Company, Practising Company

Secretaries were appointed to undertake the secretarial audit

of the Company for FY 2018-19. The Secretarial Audit Report

submitted by them is given as “Annexure E” to this Report.

The observations of the Secretarial Auditors are as under:

1. Payment of excess remuneration

We have observed that the Company has paid

remuneration to its executive directors, which is in

excess of the limits prescribed under section 197 of the

Companies Act, 2013, by an amount of Rs 262.48 Lakhs.

However, we have been informed that the Company has

taken necessary approval for obtaining waiver of the said

excess amount in the Extra Ordinary General Meeting

held 26th July, 2019. Further, the relevant notes and

disclosures will also be made in the financial statements.

Reply: Due to sharp rise in the commodity price, the

profitability of the company had been gone down in the

FY 2018-19, specially in the fourth quarter of the Financial

Year. The excess remuneration paid to the Executive

directors are as per the approved remuneration made

by the shareholders of the Company as on 19.05.2017.

Your Company has already obtained the approval of the

Members of the Company as at 26.07.2019 for waiver of

the excess remuneration drawn by the Directors.

2. Related Party Transactions

The Company may adopt a practice of approving

recurring and foreseeable related party transactions for

omnibus approval by the Audit Committee, instead of the

present practice of taking case specific approvals.

Reply: As suggested by the Secretarial Auditors, the

Audit committee will take the omnibus approval of the

the foreseeable related party transactions, if any.

c. Cost Audit

The MCA had notified the Companies (Cost records and

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

Amendment Rules, 2014 specifying the Industry/Sector/

Product/Service for maintaining and auditing of Cost Records.

As the above Rules were not applicable to your Company, the

audit of the Cost Records was not carried out for the Financial

Year 2018-19 and the Board of Directors have decided not to

appoint Cost Auditors for Financial Year 2019-20.

d. Reporting of Frauds by Auditors

During the year under review, the statutory Auditors and

Secretarial Auditor have not reported any instances of frauds

in the Company by its Officers or Employees to the Audit

Committee under Section 143(12) of the Companies Act 2013.

VII. SECRETARIAL GOVERNANCE

a) Corporate Governance

The Corporate Governance philosophy of the Company is

driven by the interest of stakeholders and business needs

of the organization. The Corporate Governance Report is

annexed as “Annexure – B” forming integral part of this Report.

The Corporate Governance Report, inter-alia, contains the

following disclosures:

1) Composition of Board and Committees;

2) Details o f Board & Committee Meetings;

3) Performance Evaluation of the Board, its Committees &

individual Directors.

25


b) Extract of Annual Return

The extracts of Annual Return as required under the Act in

Form MGT - 9 is annexed herewith as “Annexure F” forming

integral part of this Report.

c) Risk Management

Your Company has a well defined risk Management

frame work in place and a robust organizational structure

for managing and reporting of risks. Your Company has

constituted a committee of the Board to monitor and review

the risk management plan. Risk Management process has

been established across your Company and designed to

identify, assess and frame a response to threats that affect

the achievements of its objectives.

d) Independent Director

Your Company has received declaration from all the

Independent Directors confirming that they meet the criteria

of the independence as prescribed under the provisions of

the Companies Act, 2013.

e) Board Committees

The details of the Board and its Committee are given in the

Corporate Governance Report.

f) Related Party Transactions

All contracts, arrangements and transactions entered by the

Company during FY 2019 with related parties were in the

ordinary course of business and on arm’s length basis and

were approved by the Audit Committee. During the year,

the Company had not entered into any materially significant

transaction with related parties as defined in the Company’s

Policy on materiality and dealing with related party transactions.

Accordingly the disclosure of Related Party Transactions

in Form AOC 2 is not applicable. Related Party disclosures

have been disclosed in notes to the Standalone Financial

Statements forming integral part of the Annual Report.

g) Public Deposits

Your Company has not accepted any deposits under Chapter

V of the Companies Act, 2013.

h) Particulars Investment, Loan and Guarantees

The Particulars Investment, Loan and Guarantees covered

under the provisions of section 186 of the Companies Act,

2013 read with the rule thereunder are given in the Financial

Statement.

i) Significant and material Orders passed by regulators

There was no significant or material order passed by the

regulators or courts or Tribunals impacting the going concern

status and the company’s operations in future.

j) Compliance with Secretarial Standards

During the year under the review, the Company has complied

with all the applicable secretarial standards.

k) Remuneration Policy and familiarization programmes to Independent Directors

The policy on appointment of Board members, including

criteria for determining qualifications, positive attributes and

independence of a Director and the policy on remuneration of

Directors, KMP and other employees is put up on the website

of the Company at the link https://www.anmolindustries.com/

wp-content/uploads/2019/04/NRC_Policy.pdf. The details of

familiarization programmes to Independent Directors with

the Company are put up on the website of the Company

at the link https://www.anmolindustries.com/wp-content/

uploads/2019/04/Familiarization_Programme.pdf.

l) Vigil mechanism

The Company has put in place a vigil mechanism and whistle

blower policy, which allows employees to report violations of

applicable laws and regulations and the Code of Conduct.

Employees may also report to the Chairperson of the Audit

Committee. The Vigil Mechanism policy of the company can

be accessed on the Company’s website at the link https://

www.anmolindustries.com/wp-content/uploads/2019/04/

Vigil_Mechanism_Policy.pdf

m) Internal Financial Control

The Company has in place adequate internal financial controls

with reference to Financial Statements. During the year, such

controls were tested and no reportable material weakness in

the design or operations were observed.

The Directors have laid down internal financial controls

to be followed by the Company 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 the completeness of the accounting records and the

timely preparation of reliable financial information.

n) Acknowledgements

Your Directors wish to express their sincere appreciation

of the excellent support and co-operation extended by the

Company’s shareholders, customers, bankers, suppliers and

all other stakeholders.

On behalf of the Board of Directors

Biswanath ChoudharyPlace: Kolkata Chairman

Date: 06.09.2019 DIN:00331136

26


Annexure - A

Management Discussion & Analysis

Indian economy overview

India continues to be the fastest growing major economy with an

average growth rate (GDP) of 7.5% in the last five years (FY 2015

– FY 2019). The Country’s GDP softened to 6.8% in FY 2019 from

7.2% in FY 2018 on account of muted growth in key sectors, such

as agricultural and service sector, as well as reduced consumer

demand especially in the rural areas. However, consumption

expenditure continues to be on a firm footing and one of the

major growth drivers of the economy. On the trade front, export

and import showed different growth trend in terms of rupee

and US dollar. In rupees term both export and import showed

improvement while in US dollar terms it declined.

The country is anticipated to continue its growth trajectory going

forward with GDP growth rate projected to be 7% in FY 2020. The

growth will be supported by revival in investment and growth of

consumption. The Government of India targets to achieve a GDP

growth rate of 8% to become a US$ 5 trillion economy by FY 2025

from its current levels of US$ 2.7 trillion. This growth is expected

at the backdrop of drive in savings, investment and exports

supported by favourable demographics. 1

India’s GDP Growth Over 5 Years

Indian FMCG sector overview

The fast moving consumer good Industry continues its growth

trajectory in FY 2019 registering an average revenue growth of

8-10%. 2 The sector is the fourth largest segment in Indian economy

contributing significantly towards the growth in GDP of the country. 3 The growth in the FMCG sector was volume driven supported by

growth in private consumption, expansion in rural income leading

to revival in rural demand and inflation levels remaining low.

The urban markets contribute around 55% in the total revenue,

however, in past few years, the rural markets has been growing

at a much faster rate as compared to urban markets. 4 Enhanced

focus on development of rural areas by the GoI will led to further

boost in demand from the rural segment.

The growth of Indian FMCG sector looks promising on many

factors such as increasing population, rising affluence level and

disposable income, low penetration level in the rural areas and

per capita consumption. Various initiatives undertaken by the

government at farm level including agricultural credit and direct

subsidy transfer together with orientation on minimum support

prices for crops is anticipated to boost farm income, which in

turn would propel the growth of the sector. Moreover, rising

adoption of e-commerce and modern trade format will enable the

manufactures reach out more and more consumers leading to

volume driven growth in profitability and revenue.

**Projected

Source: Ministry of Finance, State of the Economy in 2018-19 - A Macro View

Source: Ministry of Finance, State of the Economy in 2018-19 - A Macro View

1 Ministry of Finance, State of the Economy in 2018-19 - A Macro View | 2 Crisil report | 3 IBEF | 4 IBEF

GD

P (%

)

10

8 8.2

7.2 6.8 7

9

8

7

6

5

4

3

2

1

02015-16 2016-17

Growth (In %)

2017-18 2018-19* 2019-20*

Foreign Trade (in %)

10

5.14.7

4.4

17.6

12.5

15.4

98

76543

2

10

FY2016-17 FY2017-18 FY2018-19*

Import Export

27


Packaged Food market

The branded packaged food market grew by 17.6% to record

Rs. 5.1 trillion value in 2018 with double-digit growth across all

categories. The industry includes a range of products including

edible oil, dairy, biscuits and baby food. The year saw a shift from

unbranded to branded food on account of growing awareness

of healthy lifestyle and rising disposable income. The savory

snacks, the fourth largest category in the packaged food market,

grew by 13.6% to Rs. 33560 crore. While, Conventional categories

like sweet biscuits, cakes and snacks bars grew by 10.2 per cent

to Rs. 31,420 crore in 2018. 5 The overall biscuits sales in India

increased by 12-15% over the last few years with key markets

being Maharashtra and West Bengal.

The packaged food market is expected to grow at a CAGR of

16.6% for the next five years. The savory snacks segment is

anticipated to emerge as the fastest growing category growing

at a CAGR of 22.3% in the same time frame. 6 Initiatives such as

improving infrastructure facilities of warehousing and storage, rural

electrification, and penetration of internet and modern methods of

trade is expected to accelerate the demand for packaged food

in India.

Market value of top five categories of packed food industry (Rs. in crore)

tomato salsa, onion & garlic, cream cheese as well as emphasizing

on the health benefits of the biscuits.

Growing consumer base

Biscuits, cakes and cookies have emerged as the most preferred

snacks enjoyed by all irrespective of their age. The most attractive

variations such as cholesterol free, healthy, tasty and easiness

to carry at a pocket friendly price has led to robust growth in

consumers making the industry grow at a steady pace.

Various taste and flavor

Consumer’s taste and preference have been rapidly evolving in

terms of taste preferences towards the variety of biscuits available

in the market. Many different varieties such as cookies, cream

filled biscuits, nuts and fruits varieties are available in the market

leading to growing loyalty of consumers towards them.

Revival in rural demand

Government of India has been taking a series of initiatives to boost

rural demand by uplifting farmer’s income. This will lead a boost the

consumption of goods benefiting from investment in infrastructure

and rising wages in rural area. Increasing penetration of retail

stores in rural areas and improved distribution reach will further

boost the consumption of snacks.

Challenges in the market

Rising input cost

The price of key raw materials such as Wheat flour, sugar, butter

and other continued to remain highly volatile throughout the

year. The manufacturers are unable to increase the prices due to

adverse impact on the profitability of the stakeholders across the

value chain.

Highly fragmented market

The biscuit industry continues to face intense competition from the

local players having deep market presence in local market. Also,

key players have diversified brand portfolio that further fragments

the market. Unorganized sector consists of major portion of the

market giving competition to organized players. Despite strong

reach of organized players in rural markets, unorganized players

hinder the sales of branded biscuits by taking advantage of price

sensitivity with compromised quality.

Lack of proper retail distribution channel

Being a low priced product, Biscuits offers limited margin across

the supply chain. An effective distribution channel is vital to ensure

uninterrupted sales especially in the rural areas. Exclusive Retail

distribution channel can prove to be an expensive route to ensure

supply in rural areas.

Source: Euromonitor International

5 Euromonitor International Report | 6 Euromonitor International Report

Demand drivers

Increasing demand for Convenience and Snacking Food:

There has been significant shift towards convenience and snaking

food on account of innovative and attractive packing, new flavors,

shapes and technologies. The biscuit market is driven by demand

for healthy snacks that are natural and GMO free and increase

in per capita consumption proving immense opportunities for

manufacturer of biscuits.

Growth of healthy snacks

Consumers, especially the youth, have become health conscious

leading to growing trend towards healthier alternatives of sweet

snacks. Biscuits manufacturers have been proactively responding

to this trend by introducing exciting products and flavors like

Particulars 2017 2018 % Change

Edible oil 134,360 163,640 21.8

Dairy 120,080 138,800 15.6

Rice, Pasta & Noodle 37,940 47,000 23.9

Savoury Snacks 29,550 33,560 13.6

Sweet biscuits, snack

bar & fruit snacks

28,520 31,420 10.2

28


Unfavorable short-term impact of GST

Since the roll out GST in July 2017, biscuits have been the tax

bracket of 18% resulting into reduced production and revenue for

the companies. The hike in tax rate may have short-term impact

either in terms of lower profitability of the Companies or price hike

of the biscuits.

Company Overview

Anmol Industries Limited (Anmol) is one of the largest biscuit

and cake manufacturers in India with predominant presence

in Northern and Eastern region of the country. In 25 years, the

Company has been able to establish itself as a recognised player

in the eyes of the consumers with diversified product offering

in biscuits, cakes and cookies segment. The Company offers its

customer an array of 61 varieties of biscuits and 26 varieties of

cakes using qualitative inputs at its state-of-the-art manufacturing

facilities.

Risk Management

Being India’s National Packaged food Company, Anmol operates in a dynamically challenging environment with huge market opportunities.

The company is exposed to a wide range of internal and external risks that could significantly impact the achievement of its financial

and non-financial objectives. This results in risk as well as opportunities, which have to be weighed as the foundation for entrepreneurial

decision.

Key Riskm Anmol’s response

1. Rapid shift in consumer

taste and preference

• Proactively monitor industry trends and demand patterns of consumer.

• Introduced new products and improvise the existing one in accordance with the

changing taste and preferences of the consumers.

2. Cut-throat competition • Gaining market share through offering innovative, healthy and cost-effective

products.

• Product pipeline consisting of variety of biscuits, cakes and cookies offering the

consumers a unique taste, healthy products while maintaining the quality of the

product. This has differentiated Anmol in compared to its peers.

3. Pervasive digitization of

the path of purchase

• With increasing usage of Internet and changing consumer’s buying trend, the

Company’s products are available online on various portal such as bigbasket.com,

catering to a large number of consumers.

4. Reliance on the

performance of certain

flagship products

• Diversified product offering and geographical footprints in order to reduce the

dependence on few products

• Consumer connect initiative, competitive media investment and community

campaigns are organized to drive growth further.

5. Price volatility of key

raw material

• Strong relationship with suppliers enabling the Company to ensure steady supply

of raw material at a competitive price.

6. Expanding international

operations

• Driven towards increase market penetration in emerging markets through innovative

launches, awareness campaigns, and activations driven by robust margin.

Core strengths

• Established market presence

• Strong network of distributers and suppliers

• Experienced top management and leadership team

• Diversified product offering

• State-of-the-art and strategically located manufacturing

facilities

Financial and Operational Performance

The key financials are as under:

(H in Lakh)

Particulars 2018-19 2017-18

Sale of Goods 1,06,253.59 1,08,508.78

EBIDTA 10,113.40 16,318.59

Profit Before Tax 7,299.38 12,529.19

Net Profit 9,919.00 8,258.73

29


Human Resource

One of the most vital factor of the Company’s growth is highly

motivated and engaged workforce. Over past 25 years, Anmol has

invested in attracting the best talent and nurturing them through

various training and development programmes. As a result, the

organization consists of highly competent and engaged human

capital. All the heads of the departments are highly experienced

individuals, led by a professional and competent management.

The Company constantly strives to build a work environment that

fosters diversity and inclusion. As on 31st March, 2019 the company

has more than 4000 employees.

Internal control systems and their adequacy

The internal control framework is designed to ensure proper

safeguarding of assets, maintaining proper accounting records and

providing reliable financial information and other data. This system

is supplemented by internal audit, reviews by the management

and documented policies, guidelines and procedures. The

Company has a well-defined organisational structure, authority

levels, internal rules and guidelines for conducting the business

transactions. The Company intends to undertake further measures

as necessary in line with its intent to adhere to procedures,

guidelines and regulations as applicable in a transparent manner.

The internal audit committee evaluates the functioning and quality

of internal controls and provides assurance of its adequacy and

effectiveness through periodic reporting. Internal audit is carried

out as per risk based internal audit plan which is reviewed by

the audit committee of the Company. The committee periodically

reviews the findings and suggestions for the improvement and is

apprised on the implementation status in respect of the actionable

items.

Disclaimer

Statements in the management discussion and analysis section

describing the Company’s objectives, projections, estimates,

expectations or predictions may be forward-looking statements

within the meaning of applicable securities laws and regulations.

Actual results could differ materially from those either expressed

or implied. Important factors that could make a difference to the

Company’s operation include demand supply dynamics, variation

in prices of raw materials, changes in governmental regulations,

taxation regimes, macroeconomic developments and other

incidental factors.

30


Annexure - A1

The Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information under Section 134 (3) (m) of the Companies Act,

2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 and

forming part of Board’s Report for the year ended 31 March 2019.

A. Conservation of Energy

i) The steps taken or impact on conservation of Energy: - The

Company continuously identifies the areas to conserve

energy. The maintenance and up-gradation of machines

and equipments is done from time to time keeping energy

conservation in mind.

ii) The steps taken by the Company for utilizing alternate source

of energy: Some of the energy conservation measures

undertaken during 2018-19 are as under:

• Alternate clean fuels like LPG and PNG were used which

increase thermal efficiency while drastically reducing

emissions;

• First in-house 400 KW Solar power plant commissioned

in Bhubaneswar Factory.

• 528.50 KW Solar power plant commissioned in Dankuni

Plant

iii) The Capital Investment on energy conservation equipments:-

In Dankuni Unit, your Company has invested H 23.79 Millions

towards the investments in rooftop solar panel. Apart from

the above, no direct identifiable investment pertaining to

conservation of energy was done during the year, other than

maintenance and up-gradation of machines and equipments.

Hence the amount of investment cannot be directly measured.

B. Technology Absorption

i) The efforts made towards technology absorption: Your

Company keeps close watch on the technological

developments pertaining to its Industry. Up-gradation and

replacement of Old machines is done as and when required

in order to maintain high quality of output. Also your Company

uses the latest technology at its new plants/ units.

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

new technology, your Company is able to produce the finest

quality of Biscuits and Cakes. It has enabled to reduce

wastage, expedite production process and launching new

products.

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

years reckoned from the beginning of the Financial year): -

NIL

iv) Research and Development (R&D):

a. Core areas of Research by the Company:

Your Company’s R&D function continues to focus on

development of superior product innovations, renovation

of the current portfolio for superior product experience,

value engineering, new claims development and

validation for healthier product range, building analytical

excellence and regulatory compliance for the portfolio.

Presently the Research is focused in Bakery segment

especially in Biscuits, Cookies and Cakes. The research

is being done in following areas in the said products:

• New Products;

• Improvement in Existing products in terms of quality

or cost optimization;

• Alternate use of new functional ingredients to

improve the quality;

• Development of new systems in production leading

to better productivity/ efficiency.

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

Core research areas will enable your Company to

innovate ahead of the market and competition, renovate

the products for superior value and organoleptic

experience, cost reduction while delivering the same

experience for profitable growth, and above all build a

very strong pipeline of innovation and organoleptically

superior products. Due to this during the Financial Year

2018-2019, your Company has launched the followings

products:

• Biscuits : Smileys (Butter & Cashew), Mango &

Choco Mazza, Six Bix etc.

• Cakes – Veg Cake, Jamfills Cake etc.

Future plan of action:

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

on consumer insight based unique, differentiated yet

relevant organoleptic superior innovations, renovation of

the portfolio for better value and organoleptics, science

based healthier products and claim validation, product

31


portfolio for the new product categories & adjacencies

for the launch in coming years leading to sustainable

profitable share growth for your Company.

c. Expenditure on R&D:

(i) Expenses made towards Revenue nature: H 10.45

millions;

(ii) Expenses made towards Capital nature: No

remarkable expenditure made on R & D during the

year under review for Capital Nature.

C. Foreign Exchange Earnings and Outgo

i) Activities relating to exports, initiatives taken to increase

exports, development of new export market for products

and export plans: During the year, your Company

exported its products to Middle-East Countries,

Cambodia, African Countries, Carribeans etc.

ii) Information in respect of Foreign Exchange Earnings and

outgo is as under:

(H in Lakh)

Particulars 2017-18

Foreign Exchange Used 74.28

Foreign Exchange Earned 543.55

On behalf of the Board of Directors

Biswanath ChoudharyChairman

Place: Kolkata

Date: 06.09.2019

32


Annexure - B

Report on Corporate Governance

Company’s Philosophy on Corporate Governance

Anmol’s philosophy of Corporate Governance is based on

adherence to adopted corporate values and objectives and

continuously ensuring ethical and responsible leadership at all

levels in the Company in discharging social responsibilities as

a corporate citizen. The business strategies and operations of

the Company are governed by these principles to ensure fiscal

accountability, ethical corporate behavior and fairness to all

stakeholders. Our corporate structure, business and disclosure

practices have been aligned to our Corporate Governance

philosophy.

Board of Directors

a) Composition

As on March 31, 2019, our Board has four Non-Executive

Independent Directors including 1 Woman Director and four

Executive Directors. The Chairman is an Executive Director.

Out of the four Executive Directors, one Director is the

Chairman, another is the Vice chairman, remaining two are

the managing Directors. The Board is well diversified and its

composition is in conformity with the provisions of Companies

Act, 2013. The detail Profile of the Directors of the Company is

as under:

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

Time Director of our Company. He holds a Higher

Secondary Examination certificate from West Bengal

Board of Secondary Education. He has served as a

joint managing director of the erstwhile ABL. He was

appointed as a Whole-Time Director of our Company

with effect from May 19, 2017 and as a Chairman of

our Board with effect from May 31, 2017. He has been

associated with the Anmol group since inception. He is

responsible for procurement in the eastern parts of India,

finance and investment and has experience in the field

of procurement, finance and investment.

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

Company. He holds a Higher Secondary Examination

certificate from West Bengal Council of Higher Secondary

Education. He has served as a managing director of the

erstwhile ABL and the erstwhile Mukund Foods Limited.

He was appointed as a Whole-Time Director of our

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

associated with the Anmol group since inception. He is

responsible for the plant operations at our manufacturing

facilities located at Dankuni and Panchghara in West

Bengal and has experience in the field of factory

operations and general management.

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

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

commerce with honours from the University of Calcutta.

He has served as the managing director and chief

executive officer of the erstwhile ABL. He was appointed

as a Managing Director of our Company with effect from

May 19, 2017. He has been associated with the Anmol

group for over 20 years. He is responsible for the sales,

marketing and new projects as well as the up-gradation

cum modernisation of the existing manufacturing facilities

of our Company in eastern, western and southern

parts of India and has experience in the field of sales,

marketing and new projects as well as the up-gradation

cum modernisation of manufacturing facilities.

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

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

commerce with honours from the University of Calcutta.

He has served as the managing director of the erstwhile

ABPL. He was appointed as a Managing Director of our

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

associated with the Anmol group for over 19 years. He

is responsible for sales, marketing and procurement

and factory operations of our Company in the northern

parts of India and has experience in the field of sales,

marketing, and factory operations.

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

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

in commerce from the University of Calcutta. She is lawyer

by profession now. She has over 22 years of experience

in the field of corporate law, banking and finance and

legal work. She has served as an independent director

in the erstwhile Anmol Biscuits Limited. She received

a certificate of doctor of excellence in the field of

management in the 3rd Intelligentsia Summit in 2017. She

has been the Chairperson of the Eastern India Regional

Council of the ICSI in 2010 and the President of the ICSI

in 2016-2017. She was appointed as a Non-Executive,

Independent Director of our Company with effect from

July 10, 2017.

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

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

in pharmacy with honours from Banaras Hindu University

33


and a post- graduate diploma in management from the

Indian Institute of Management, Ahmedabad. He has

several years of experience in the consumer goods

sector. He has served as an independent director in the

erstwhile ABL. He is currently the managing director of

Bajaj Consumer Care Limited. He was appointed as a

Non-Executive, Independent Director of our Company

with effect from July 10, 2017.

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

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

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

auditing, taxation, company law matters, corporate and

management advisors and compliance audit. He is a

practicing chartered accountant and is currently the

senior managing partner of R Gopal and Associates.

He was appointed as a Non-Executive, Independent

Director with effect from February 24, 2018.

(viii) Mr. Debanjan Mandal is a Non-Executive, Independent

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

in law from the University of Burdwan and was enrolled

as an advocate with the Bar Council of West Bengal in

1999. He has over 19 years of experience in the field of

corporate and commercial laws, banking and finance,

real estate, infrastructure, succession and trusts, dispute

resolution, mergers and acquisitions, private equity and

venture capital. He is a Lawyer and Partner at Fox &

Mandal, Kolkata. He was appointed as an Independent

Director with effect from April 23, 2018.

b) Meetings and Attendance

The names and categories of the Directors on the Board,

their attendance at Board Meetings and the Annual General

Meeting held during the year and the number of Directorships

and Committee Chairmanships /Memberships held by them in

other companies as on March 31, 2019 are given below:

Name of the Director DINCategory of

Directorship

No. of Board

Meetings

Attended

Attendance at

last AGM held on

September 10, 2018

No. of directorships

in other Public

Companies

No. of Committee

Position held in Other

Public Companies

Chairman Member

Mr. Biswanath

Choudhary

00331136 Promoter, Chairman-

cum-Wholetime Director

4 Yes 1 - -

Mr. Dilip Kumar

Choudhary

00331211 Promoter, Wholetime

Director

4 Yes - - -

Mr. Bimal Kumar

Choudhary

00331194 Promoter, Managing

Director

4 Yes 1 - -

Mr. Gobind Ram

Choudhary

01104704 Promoter, Managing

Director

2 Yes 1 - -

Mr. Sumit Malhotra 02183825 Independent Director 2 No 1 - 2

Mrs. Mamta Binani 00462925 Independent Woman

Director

4 Yes 6 1 6

Mr. Sunil Kumar

Agarwal

02223525 Independent Director 3 No. 1 - -

Mr. Debanjan Mandal 00469622 Independent Director 2 No 6 - -

Sl No Essential Core skills/expertise/competencies required for the Company Core skills/expertise/competencies of the Board of Directors

1. Strategic and Business Leadership of FMCG Industry The Directors and especially the Managing Director have many years

of experience in FMCG industry.

2. Financial expertise The Board has eminent business leaders with deep knowledge of

finance and business.

3. Expertise in implementation and administration of projects on a large scale The Directors have decades of experience in managing businesses of

substantial scale.

4. Governance, Compliance and Regulatory The presence of Directors with qualifications and expertise in Law

and Regulatory affairs lends strength to the Board.

5 Knowledge and expertise of Trade and Economic Policies The Directors have profound knowledge of economic affairs and trade

related matters.

34


The Board of Directors have identified the following skills required

for the Company and the availability of such skills with the Board:

c) Details of Board Meetings during the year ended March 31, 2019

During the year under review, four (4) Board Meetings

were held. These were on April 23, 2018; August 17, 2018;

December 07, 2018, and March 11, 2019. The maximum gap

between any two Board Meetings held during the year was

not more than 120 days.

d) Details of Familiarisation & Training Programmes for Directors

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

letter is addressed to him along with details of duties and

responsibilities required to be performed as a Director in

addition to the compliances required from him under the

Companies Act, 2013 and other applicable regulations.

Relevant Disclosures are taken from the Director and the

management of the Company familiarises the new Director

about the Company, its operations, various policies and

processes of the company, various divisions of the Company

and their role and responsibilities, the governance and

internal control processes and other relevant important

information concerning the Company.

Committees of The Board

The Board has constituted the following Committees:

Audit Committee:

Composition, meetings and attendance:

The Company’s Audit Committee comprises of four members,

of which three members are Independent Directors. Mrs. Mamta

Binani is the Chairperson of the Committee and Mr. Sumit Malhotra,

Mr. Sunil Kumar Agarwal, Independent Directors and Mr. Bimal

Kumar Choudhary, Managing Director of company as members.

Company Secretary of the company acts as Secretary to the

Committee. All the members of the Audit Committee possess

adequate accounting and financial knowledge

The Committee met 4 (four) times during the year i.e. on 23 April

2018, 17 August 2018, 7 December 2018 and 11 March, 2019.The

details of meetings attended by each of the members are given

below:

Sl No Name of MemberCategory (Chairperson/Executive/Non- Executive/

independent/ NomineeNo. of Meetings held Meetings attended

1. Mrs. Mamta Binani Chairperson, Non Executive- Independent Director 4 4

2. Mr. Sumit Malhotra Non Executive- Independent Director 4 3

3. Mr. Sunil Kumar Agarwal Non Executive- Independent Director 4 3

4. Mr. Bimal Kumar Choudhary Managing Director 4 4

Broad Terms of Reference of the Committee inter-alia include:

1. Appointment & performance evaluation of statutory and

internal auditors;

2. Review of Company’s financial statements, internal financial

reporting process and the audit process;

3. Review of adequacy, reliability and effectiveness of internal

financial controls, risk management process and vigil

mechanism;

4. Approval of related party transactions;

5. Monitoring of process for compliance with laws, regulations

and the code of conduct.

6. Scrutiny of inter-corporate loans and investments.

Internal Audit:

M/s. Ernst and Young LLP, Internal Auditors of the Company have

carried out the Internal Audit for the FY 2018-19. The reports and

findings of the Internal Auditor are periodically reviewed by the

Audit Committee.

Nomination & Remuneration Committee:


The Nomination & Remuneration Committee of the company

comprises of three non-executive, Independent Directors, in line

with Section 178 of the Companies Act 2013. Mrs. Mamta Binani

is the Chairperson of the Committee with Mr. Sumit Malhotra and

Mr. Sunil Kumar Agarwal as members. Company Secretary of the

company acts as Secretary to the Committee. The Committee met

35


Name of MemberCategory (Chairperson/Executive/Non- Executive/

independent/ Nominee)No. of Meetings held Meetings attended

Mrs. Mamta Binani Chairperson (Non- Executive ,Independent Director) 2 2

Mr. Sumit Malhotra Non- Executive ,Independent Director 2 2

Mr. Sunil Kumar Agarwal Non- Executive ,Independent Director 2 1

twice during the year on 23 April 2018 and 17 August, 2018. The details of meetings attended by each of the members are given below:


1. Recommendation of nominations for membership of the

Board, its Committees and the leadership team of the

Company including Key Managerial Personnel (‘KMP’) as

defined by the Companies Act, 2013 and Senior Management.

2. Formulation of criteria for determining qualifications, positive

attributes and independence of a director and recommend to

the Board of Directors a policy relating to the remuneration

of the Directors, Key Managerial Personnel and other

employees.

3. Formulation of criteria for evaluation of performance of

Independent Directors and the Board of Directors.

4. Evaluation of performance of the Board, its Committees and

individual Directors.

5. Devising a policy on diversity of Board of Directors.

6. Recommendation of remuneration payable to senior

management.

7. Review and Implementation of Britannia Industries Limited

Employee Stock Option Scheme.

Evaluation of Performance of the Board, its Committees and Directors

Pursuant to the provisions of the Companies Act, 2013 performance

evaluation of Directors, Committees and Board as a whole was

carried out.

The performance of every Director and the Board as a whole was

evaluated by the Nomination and Remuneration Committee and

the Board, seeking inputs from all the Directors. The performance

of the Committees was evaluated by the Board seeking inputs

from the Committee members.

A separate meeting of Independent Directors was also held to review:

The criteria for performance evaluation of the Board and

its Committees include aspects like structure, composition,

effectiveness of processes & meetings and other measures. The

criteria for performance evaluation of the individual Directors

include aspects like professional conduct, competency,

contribution to the Board and Committee Meetings and other

measures. In addition, the performance of the Chairman is also

evaluated on key aspects of his roles and responsibilities.

Remuneration Policy

The Company has adopted the Remuneration Policy as required

under the provisions of the Companies Act, 2013.

Succession Planning

The Nomination and Remuneration Committee works with the

Board for succession planning for its Directors, KMPs and Senior

Management.

Risk Management Committee:

Composition meetings and attendance:

The Board of Directors constituted the Risk Management

Committee of the Board at its meeting held on 24 February, 2018

to frame, implement and monitor the risk management plan for the

company. The risk management function was earlier being taken

care by the Audit Committee.

Mr. Bimal Kumar Choudhary is the chairman of the committee

and Mr. Gobindram Choudhary, Mr. Biswanath Choudhary and

Mr. Dilip Kumar Choudhary are other members of the committee.

The Company Secretary acts as the secretary to the committee.

The committee is responsible for reviewing the risk management

plan and ensuring its effectiveness. Major risks identified by the

businesses and functions are systematically addressed through

mitigating actions on a continuing basis. The Committee met twice

during the year on 23 April 2018 and 11 March, 2019.

Stakeholders Relationship Committee:


The Board of Directors constituted the Stakeholders Relationship

Committee of the Company at its meeting held on 24 February,

2018. Mr. Sunil Kumar Agarwal, Independent Director is the

Chairman of the committee, Mr. Bimal Kumar Choudhary and Mr.

Dilip Kumar Choudhary are other members of the committee. The

Company Secretary acts as the secretary to the committee. The

committee is not required to hold any meeting during the year

under review.

36



Approval and monitoring of transfer, transmission, split,

consolidation and dematerialization, re-materialisation of shares/

securities and issuance of duplicate share/security certificates by

the Company as per the approval matrix;

Overseeing various issues relating to shareholders/security holders,

including redressal of complaints relating to transfer of shares/

security, non-receipt of annual reports, dividends declared etc.

Review of the various measures and initiatives taken by the

Company for reducing the quantum of unclaimed dividends and

ensuring timely receipt of dividend warrants/annual reports/

statutory notices by the shareholders of the company.

Name, Designation and address of the compliance officer:

Mr. Brundaban Behera, Company Secretary

Anmol Industries Limited229, AJC Bose Road, Crescent Tower,

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

Kolkata- 700020

Tel:

Email: [email protected]

Investor Grievance Redressal: NA

Corporate Social Responsibility Committee:


The Corporate Social Responsibility Committee (CSR) of the

Company comprises of four members. Mrs. Mamta Binani, Non-

Executive, Independent Director is the Chairperson of the

Committee. Mr. Sumit Malhotra, Mr. Bimal Kumar Choudhary and

Mr. Sunil Kumar Agarwal are other members. During the year

under review, the committee met once on 17 August, 2018 which

was attended by all the Committee members except Mr. Sunil

Kumar Agarwal.

The role of CSR Committee includes formulating and

recommending to the Board the CSR Policy and activities to be

undertaken by the Company, recommending the amount of

expenditure to be incurred on CSR activities of the Company,

reviewing the performance of Company in the area of CSR.


1. Formulation and recommendation to the Board, a Corporate

Social Responsibility Policy which shall indicate the activities

to be undertaken by the Company as specified in Schedule

VII of the Companies Act, 2013;

2. Recommendation of the amount of expenditure to be incurred

on CSR activities; and

3. Monitoring compliance to the CSR Policy of the Company.

IPO Committee:


The IPO Committee of the Company was constituted on

12.09.2017 to overview and monitor the Proposed Initial Public

Offer of the Company. Mr. Bimal Kumar Choudhary, Managing

Director of the company is the Chairman of the committee. Mr.

Biswanath Choudhary (WTD), Mr. Dilip Kumar Choudhary(WTD) are

other members of the committee. During the year under review,

the Committee met twice during the year on 19 June, 2018 and

24 September 2018 which was attended by all the committee

members. Company Secretary of the company acts as secretary

to the committee.

Terms of reference:

The role and terms of reference of the IPO Committee shall include

the following:

1. To decide on the size, timing, pricing, discount (if any) and all the

terms and conditions of the transfer of equity shares including

the number of the equity shares to be offered pursuant to

the offer (including any reservation, green shoe option and

any rounding off in the event of any oversubscription) and

to accept any amendments, modifications, variations or

alterations thereto;

2. To appoint and enter into arrangements with the book running

lead managers for the offer.

General Meetings:

The last three Annual General Meetings of the Company were

held at registered office of the Company at 229, A.J.C Bose Road,

Crescent Tower, Kolkata -700 020. Details of the Meetings and the

Special Resolutions passed thereat are given as under:

Year Date TimeSpecial Resolution

2018 10 September, 2018 11.00 A.M. 1

2017 25 September, 2017 11.00 A.M. None

2016 24 August, 2016 11.00 A.M. None

37


Other Disclosures:

a) Disclosures regarding Board of Directors

The Company has received the declarations from all the

Independent Directors of the Company confirming that they

meet with the criteria of Independence as prescribed under

the Companies Act, 2013.

b) Means of Communication:

Since the Equity Shares of the Company is not yet listed

on any Stock Exchanges, this provision is not applicable

during the year. However a separate section under Investors

tab has been created on the Company’s website (www.

anmolindustries.com) which gives information on various

announcements made by the Company, if any.

c) Code of Conduct

The Board of Directors has adopted a Code of Conduct

for Directors and Senior Management of the Company. An

annual affirmation of compliance with the Code of Conduct

is taken from all the Directors and Senior Management

members of the Company to whom the Code applies. The

Code of Conduct has also been posted at the website of the

Company with the link: http://www.anmolindustries.com/wp-

content/uploads/2018/05/Code_Conduct.pdf

General Shareholder Information

i. Annual General Meeting for FY 2018-2019

Date: 30th September 2019

Day: Monday

Time: 10.00 A.M.

Place: Crescent Tower, 3rd Floor, 229 A.J.C. Bose Road,

Kolkata – 700020

ii. Financial Calendar:

The financial year of the Company covers the financial period

April 1 to March 31.

iii. Date of Book Closure: 26.09.2019 to 30.09.2019 (both

days inclusive)

iv. Record Date: 30.09.2019

v. Dividend Policy:

The declaration and payment of dividend will be

recommended by the Board of Directors and approved by

the Shareholders, at their discretion, subject to the provisions

of the Articles of Association and the Companies Act.

vi. Registrar and Share Transfer Agents

Share transfer, dividend payment and all other investor

related matters are attended to and processed by our

Registrar and Transfer Agents, i.e. Link Intime India Private

Limited, any Shareholder complaint / queries in this regard

may be addressed to:

Link Intime India Private Limited Address: C-101, 1st Floor, 247 Park

L.B.S. Marg

Vikhroli (West), Mumbai 400 083

Tel: (91 22) 4918 6200

Fax: (91 22) 4918 6195

E-mail: [email protected]

Investor grievance e-mail: [email protected]

Website: www.linkintime.co.in

vii. Address for members’ correspondence

Members are requested to correspond with the Registrars

and Share Transfer Agents at the below given address on

all matters relating to transfer/ dematerialisation of shares,

payment of dividend and any other query relating to Equity

Shares of the Company.

Link Intime India Private Limited Address: C-101, 1st Floor, 247 Park

L.B.S. Marg

Vikhroli (West), Mumbai 400 083

Tel: (91 22) 4918 6200

Fax: (91 22) 4918 6195

E-mail: [email protected]

Investor grievance e-mail: [email protected]

Website: www.linkintime.co.in

Members are required to note that, in respect of shares held

in dematerialized form, they will have to correspond with their

respective Depository Participants (DPs) for related matters.

Members may contact the Compliance Officer at the following

address:

Mr. Brundaban Behera, Company Secretary and Compliance

Officer

Anmol Industries Limited 229, AJC Bose Road, Crescent Tower,

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

Kolkata- 700020

Tel: 033 – 22801277/78

Email: [email protected]

38


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

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

viii. Shareholding as on March 31, 2019:

ix. Top ten equity shareholders of the Company as on March 31, 2018:

x. Plant Locations

Sl.

NoName of the Shareholder

Number of Equity

Shares held% of Holding

1 Baijnath Choudhary & Family Trust 51,132,585 82.75

2 Monarch Shelter Private Limited 7,801,490 12.63

3 SKG Land Developers LLP 1,598,620 2.59

4 Anmol Projects Private Limited 589,170 0.95

5 Delta Nirman LLP 279,995 0.45

6 Anmol Hi-Cool LLP 177,860 0.29

7 J4F Nutriplus Private Limited 140,000 0.23

8 Puneet Mercantiles LLP 41,995 0.07

9 Poonam Chandra Tibrewal 3,700 0.01

10 Shridhar Deshpande 3,700 0.01

11 Brundaban Behera 1850 0.003

12 Ghatakeswar Dakshina Kabat 1850 0.003

13 Rajkumar Choudhary 1850 0.003

14 Rajesh Kumar Jha 1850 0.003

15 Seshadri Venugopalan 1850 0.003

16 Navin Chadda 925 0.001

17 Srikanta Pati 925 0.001

18 Manish Kumar Maroo 925 0.001

19 Murli Manohar Vijay Vargi 925 0.001

20 Ranjit Kumar Kabi 925 0.001

21 Somnath Goyal 925 0.001

22 Babulal Saini 925 0.001

23 Anil Kumar Sharma 925 0.001

24 Mahesh Kumar Swami 925 0.001

25 Nandlal Swamy 1850 0.003

Total 6,17,88,540 100.00

Sl.

NoName of the Shareholder

Number of Equity Shares held

% of Holding

1 Baijnath Choudhary & Family Trust 51,132,585 82.75

2 Monarch Shelter Private Limited 7,801,490 12.63

3 SKG Land Developers LLP 1,598,620 2.59

4 Anmol Projects Private Limited 589,170 0.95

5 Delta Nirman LLP 279,995 0.45

6 Anmol Hi-Cool LLP 177,860 0.29

7 J4F Nutriplus Private Limited 140,000 0.23

8 Puneet Mercantiles LLP 41,995 0.07

9 Poonam Chandra Tibrewal 3,700 0.01

10 Shridhar Deshpande 3,700 0.01

Sl.

NoName of the Shareholder Address

1 Bhubaneshwar, Odisha Anmol Industries Limited Anlapatna Industrial Area, Chandaka, Dist: Khorda, Bhubaneshwar – 754012, Odisha.

2 Begampur, West Bengal Anmol Industries Limited Panchghora, Durgapur Expressway, Begampur, Hooghly-712306, West Bengal

3 Dankuni, West Bengal Anmol Industries Limited Maity Para, Delhi Road, PS-Dankuni, Dist-Hooghly -712331, West Bengal.

4 Ghaziabad, Uttar Pradesh Anmol Industries Limited C-107, Site-1, Bulandsahar Road Industrial Area, Ghaziabad – 201009, Uttar Pradesh.

5 Greater Noida, Uttar Pradesh Anmol Industries Limited 38-A & F, Udyog Vihar, Greater Noida – 201306, Uttar Pradesh.

6 Hazipur, Bihar Anmol Industries Limited EPIP, Near Hajipur Industrial Area, Dist : Vaishali, PIN – 844101, Bihar.

39


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40


Annexure - D

Corporate Social ResponsibilityCorporate Social Responsibility Policy of Anmol Industries Limited (All) – Overview

Anmol has been involved in various initiatives for creating lasting

social, education and environmental impact. It recognizes that

sustainable development is at the core of its business decisions

and therefore aligned its sustainability strategy with its business

goals. Anmol understands social and environmental concerns

affecting the community. The CSR policy of Anmol can be accessed

at https://www.anmolindustries.com/wp-content/uploads/2019/04/

CSR_Policy_5-7.pdf

Anmol’s approach to CSR:

The main objective of the Policy is to establish and lay down

the basic principles and the general framework of action for

the Company to undertake and fulfill its Corporate Social

Responsibility. The Policy functions as a built-in, self-regulating

mechanism whereby the business will monitor and ensure its

active compliance with the spirit of law, ethical standards and

requisite norms. In brief the policy provides inter alia, the following:

I. The guiding principles of AIL’s CSR programmes are

“Community” and “Environment”. These guiding principles

shall run through all the approved CSR projects, within the

broad framework of Schedule VII of the Companies Act, 2013.

II. Existing CSR projects of AIL such as Health Check up Camp,

Eye Check up Camp and other medical camps are organized

at several distinct places.

III. Provision of Drinking Water program and such other projects

which AIL decides to carry out through its own internal team

shall continue to be supported by AIL.

IV. Initiatives have been taken to promote tribals and minority

education by providing financial assistance to Implementing

Agency.

Operational Process

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

approved projects and the projects in the pipeline shall be placed

before the CSR Committee. As and when required, the actual

expenditure vis- à-vis the budget shall also be placed before the

CSR Committee for review.

Proposal for new CSR activity, as and when received, shall be

evaluated by CSR Committee, in terms of propriety and social cost

benefit in the backdrop of the CSR policy of AIL. The evaluation

may involve inspection of documents, onsite visit, gathering of

past data on the project partner, profile of beneficiaries etc.

CSR Philosophy

CSR at AIL is our sense of responsibility towards the community

and environment in which it operates. The Company believes

in conducting its business responsibly, fairly and in a most

transparent manner. It continually seeks ways to bring about an

overall positive impact on the society and environment where it

operates. The Company is of the opinion that CSR underlines the

objective of bringing about a difference and adding value in its

stakeholders lives

CSR Vision

a) Develop meaningful and effective strategies for engaging

with all the stakeholders.

b) Consult with local communities to identify effective and

culturally appropriate development goals.

c) Partner with credible organizations like trusts, foundations

etc. including non-governmental organizations.

d) Take necessary measures for the promotion of healthcare

including preventive health care, sanitation and making

available safe drinking water for general well being of the

people.

e) To donate aids and appliances to the differently-able persons.

f ) To promote education and donate for promotion of education

and setting up related projects.

g) Contribution to Prime Minister’s National Relief Fund and other

funds set up by the Central Government for socio economic

development and relief and welfare of the Scheduled Castes,

the Scheduled Tribes, other backward classes, minorities and

women.

h) To other activities as mentioned in the Schedule VII of the

Companies Act, 2013.

i) Making a positive impact on society through economic

development and reduction of our resource footprint.

j) Taking responsibility for the actions of the Company while

also encouraging a positive impact through supporting

causes concerning the environment, communities and our

stakeholders.

41


CSR Implementation:

During the financial year 2018-19, the CSR activities shall be carried

out by the Company through:

(a) its own internal CSR team,

b) Various CSR implementing agencies:

CSR Committee:

The Company has formed Corporate Social Responsibility

Committee as per the requirement of section 135 of the Companies

Act, 2013 to discharge the role of Corporate Social Responsibility

1. Average net profit of the Company for last three financial year:

The average net profits are as detailed below:

3. Details of CSR spent during the financial year 2018-19.

2. Prescribed CSR Expenditure (Two per cent of the amount as in item 3 above)

Particulars (J in Lakhs)

Net profit for the financial year 2017-18 12,529.19



Average net profits for last three financial years 10,637.23

Sr. No. Particulars (J in Lakhs)

(a) Total amount spent during the year 225.91

(b) Amount unspent of the last financial year i.e. 2017-18 which is to be spent in the financial year

under review 2018-2019.

0.47

(c) Amount unspent carried forward to FY 2019-2020 Nil

Particulars (J in Lakhs)

Prescribed CSR expenditure 212.75

Total 212.75

Committee under which includes formulating and recommending

to the Board, a Corporate Social Responsibility (CSR) Policy

indicating the activities to be undertaken by the Company. The

Composition of the CSR committee is as follows:

Composition:

Mrs. Mamta Binani, Independent Director as Chairperson;

Mr. Sumit Malhotra, Independent Director as a Member;

Mr. Bimal Kumar Choudhary, Managing Director as a Member.

Mr. Sunil Kumar Agarwal, Independent Director as a Member

42


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

Sr. No

CSR project or activityidentified

Sector in which the Project iscovered

Projects or programs :(1) Local area or other(2) Specify the State and district where projectsor programs were undertaken.

Amount outlay(budget) projector programs wise (J)

Amount spent on the projects or programsSub-heads:(1) Direct expenditure on projects or programs (2) Overheads (J)

CumulativeExpenditureup to thereportingperiod (J)

Amount Direct or throughimplementingagency*

1 Donation for purchase of

a vehicle for Free Food

Provision

Eracticting

Hunger, Poverty

and Malnutrition

New Delhi 4,00,000 4,00,000 4,00,000 World Hope

Foundation

2 Eye Testing Camp for

General Public

Preventive

Healtcare

Kharial, Hooghly,

WB

1,14,411 1,14,411 5,14,411 By Own CSR Team

3 Support for making Storage

Centre for feeding of Cattle

Animal Welfare Dist: Swikar,

Rajasthan

51,000 51,000 5,65,411 SreeGopal Go-sala

Samity


General Public

Preventive

Healtcare

Makhla, Hooghly,

WB

84,106 84,106 6,49,517 By Own CSR Team

5 Food for People Eradicating

Hunger, Poverty

and Malnutrition

Joypurabil, Howrah,

WB

24250 24250 6,73,767 Ragunathpur Baro

Harishabha

6 Drinking Water facilities at

two Primary School

Promoting

Education and

Driking water

facilities

Dankuni, WB 25,712 25,712 6,99,479 ARATI ENTERPRISE

and by own CSR team

7 Drinking Water Facilility

at Rajrajeswari Temple,

Konnagar

Drinking Water

facilities and

Social Welfare

Konnagar, Hooghly,

WB

1,92,896 1,92,896 8,92,375 Green Appliances and

Baijnath Chaudhary

Chaitable Trust

8 Donation for Blood

Donation Camp

Preventive

Healtcare

Kolkata, WB 25,000 25,000 9,17,375 Mission United


General Public

Preventive

Healtcare

Dankuni, WB 1,02,381 1,02,381 10,19,756 By Own CSR Team

10 Helping Poor for Medical

Treatment

Preventive

Healtcare

Kolkata, WB 21,000 21,000 10,40,756 By Own CSR Team

11 Homeopathy Treatment for

the poor

Preventive

Healtcare

Raghunathpur, WB 44,400 44,400 10,85,156 By Own CSR Team

12 Eye Camp Preventive

Healtcare

Gobora, WB 87,865 87,865 11,73,021 By Own CSR Team


Healtcare

Begampur, WB 80,806 80,806 12,53,827 By Own CSR Team

14 Construction of School Promoting

Education

Jagatdal, North 24

Pgns, WB

4,00,000 4,00,000 16,53,827 Round Table 106

Charitable Trust

15 Contributing for Higher

Education of Poor Student

Promoting

Education

Kolkata, WB 9,900 9,900 16,63,727 By Own CSR Team

16 Expenses for Sugar

Detection Camp

Preventive

Healtcare

Dankuni, WB 12,010 12,010 16,75,737 By Own CSR Team

17 Setting Up of Dustbins Environmental

Cleaness

Kolkata, WB 2,47,800 1,23,900 17,99,637 ADBINS

18 Ganga Cleanness by way

of Renovating Ghat

Social Welfare Kolkata, WB 56,60,000 4,84,056 32,83,693 Prerna Foundation

19 Drinking Water facility for

general public by way of

installation of Tube well

Social Welfare Dankuni, WB 2,50,000 50,000 33,33,693 By Own CSR Team


Healtcare

Shymnagar, WB 1,02,248 1,02,248 34,35,941 By Own CSR Team


Healtcare

Chanditala, WB 1,01,856 1,01,856 35,37,797 By Own CSR Team

43


Sr. No








22 Donation for Hemodialysis

Machine- Free Check up of

for the Poor

Preventive

Healtcare

Kolkata, WB 8,89,000 8,89,000 44,26,797 Shree Vishudhanand

Hospital


Healtcare

Makhla, Hooghly,

WB

84,536 84,536 45,11,333 By Own CSR Team

24 Drinking Water Facilities

at Uttarpara State General

Hospital

Social Welfare Uttarpara, WB 1,91,100 1,91,100 47,02,433 Green Appliances and

Baijnath Chaudhary

Chaitable Trust


Healtcare

Ghatal, WB 1,13,100 1,13,100 48,15,533 By Own CSR Team

26 Cancer Awareness

Programme

Preventive

Healtcare

Mumbai,

Maharashtra

2,00,000 2,00,000 50,15,533 Jaya Foundation

27 Blanket distribution for Old

age home

Social Welfare Kolkata, WB 17,000 17,000 50,32,533 Krishnayam


Healtcare

Kharsarai, WB 1,12,917 1,12,917 51,45,450 By Own CSR Team

29 Children Education by way

of Science Exhibition

Promoting

Education

Begampur, WB 15,000 15,000 51,60,450 Begampur Science

Society

30 Air Purifier at Railway

Station

Environmental

Cleanless

Kolkata, WB 14,27,800 8,08,300 59,68,750 Nirman Foundation

31 Contribution for Hospital

Equipments - constructed

for free treatment

Preventive

Healtcare

Jaleswar, Odisha 25,000 25,000 59,93,750 Harapriya Hospital


Healtcare

Jhilpar Bidrohi

Sangh, Hooghly, WB

72,928 72,928 60,66,678 By Own CSR Team

33 Distribution of Sweater

at Mrigala Birjala Primary

School

Promoting

Education

Mrigala, WB 15,400 15,400 60,82,078 By Own CSR Team

34 Construction of Gosala Animal Welfare Nangal Chaudhary,

Haryana

30,00,000 30,00,000 90,82,078 Baijnath Chaudhary

Charitable Trust

35 Support to the Intellectually

Disable Students for the

"Specific Olympic Bharat"

Promoting

Sports

Hooghly, West

Bengal

15,000 15,000 90,97,078 Bansai Prochesta

36 Contribution for Revival of

Old Kali Mandir

Protection

of Heritage

Constructions

Dankuni, WB 29,000 29,000 91,26,078 By Own CSR Team

37 Renovation of School Promotion of

Education

Mrigala, WB 3,06,771 3,06,771 94,32,849 By Own CSR Team

38 Construction of School

Building

Promotion of

Education

Khalsuli, WB 20,00,000 20,00,000 1,14,32,849 Vivekanda Vidya

Vikash Parisad

39 Adoption of 165 Elal

Vidyalaya

Promotion of

Education

Northeast States

and in WB

33,00,000 33,00,000 1,47,32,849 Friends Tribal Society

40 Construction of Tribal

Girls Hostel in Gosaba at

Sunderban

Promotion of

Education

Sunderban, WB 18,00,000 18,00,000 1,65,32,849 Purvanchal Kalyan

Ashram

41 Distibution of Biscuits at

various Place

Social Welfare Various places in

the state of AP,

Telengana and UP

25,38,126 25,38,126 1,90,70,975 By Own CSR Team

44


Sr. No








42 Adoption of Cows for their

well being

Animal Welfare Indore, MP 1,00,000 1,00,000 1,91,70,975 Akhil Bhar Goraksha

Sansthan

43 Contribution for Kamarhati

High Primary School -

Construction of Class Room

Promotion of

Education

Kamarhati, WB 1,50,000 1,50,000 1,93,20,975 Calcutta South Round

Table 17 Trust

44 Contribution for flood relief Social Welfare Suapal, Bihar 15,156 15,156 1,93,36,131 By Own CSR Team

45 Flood Relief Kerala Social Welfare Kerala 5,00,000 5,00,000 1,98,36,131 By Own CSR Team

through Chief Minister

Relief Fund.

46 Holding of Eye Camp at

Birbhum

Preventive

Healtcare

Birbhum, WB 5,51,000 5,51,000 2,03,87,131 Sikar Zilla Welfare

Trust

47 Distributing Pen, Pencil,

Eraser, School Bags etc.

Promotion of

Education

Kolkata, WB 90,000 90,000 2,04,77,131 Krishnayam

48 Contribution for Promotion

of Education

Promotion of

Education

Various places in UP

& Delhi

11,41,896 11,41,896 2,16,19,027 Bharat Lokshika

Parisad, Manav Mandir

Mission Trust, Shakti

Sikya Nyas etc.

49 Contribution for Preventive

Healthcare

Preventive

Healtcare

Various places in UP

& Delhi

4,00,000 4,00,000 2,20,19,027 All India Marwari Yuva

Munch Trust, AIMs etc.

50 Contribution for

Environmental Sustainability

Environmental

Sustainability

Delhi 2,18,304 2,18,304 2,22,37,331 The Earth Saviour

Foudation

51 Contribution for Animal

Shelter

Animal Welfare - 75,000 75,000 2,23,12,331 Ghansyam Charitable

Foundation

52 Salary of CSR Personal Salary Salary 2,78,978 2,78,978 2,25,91,309 -

*The CSR Committee confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company and the

organizations as mentioned above are eligible for doing CSR activities.

Bimal Kumar Choudhary Mamta Binani Member (CSR Committee) Chairperson (CSR Committee)

Place: Kolkata

Date: 06.09.2019

45


Annexure - E

Form No. MR-3Secretarial Audit Report

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies

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

To

The Members

Anmol Industries Limited

229, A.J.C Bose Road

Crescent Tower, 3rd Floor

Kolkata 700 020

We have conducted the secretarial audit of the compliance

of applicable statutory provisions and the adherence to good

corporate practices by Anmol Industries Limited (hereinafter called

the ‘Company’). Secretarial Audit was conducted in a manner

that provided us a reasonable basis for evaluating the corporate

conduct/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute

books, forms and returns filed and other records maintained by the

Company and also the information provided by the Company, its

officers, agents and authorized representatives during the conduct

of secretarial audit, we hereby report that in our opinion, the

Company has, during the period covered by our audit, that is to

say, from April 01, 2018 to March 31, 2019 (hereinafter referred to as

‘Audit Period’ or ‘Period under Review’), complied with the statutory

provisions listed hereunder and also that the Company has proper

Board-processes and compliance-mechanism in place to the

extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and

returns filed and other records maintained by the Company till

March 31, 2019, according to the provisions of:

1. The Companies Act, 2013 (the ‘Act’) and the Rules made

thereunder;

2. The Depositories Act, 1996 and the Regulations and Bye-laws

framed thereunder;

3. The Foreign Exchange Management Act, 1999 and the Rules

and Regulations made thereunder to the extent of Foreign

Direct Investment, Overseas Direct Investment and External

Commercial Borrowings, as may be applicable;

4. Laws specifically applicable to the industry to which the

Company belongs, as identified by the management, that is

to say:

a) The Hazardous Wastes (Management, Handling and

Transboundary Movement) Rules, 2008;

b) The Food Safety Act, 1990and Rules and Regulations

made thereunder;

c) The Legal Metrology Act, 2009and rules made

thereunder.

We have also examined compliance with the applicable

clauses of the Secretarial Standards 1 and 2 issued by the

Institute of Company Secretaries of India.

Management Responsibility

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 the processes as

were appropriate to obtain reasonable assurance about the

correctness of the contents of the secretarial records. The

verification was done on test basis to ensure that correct

facts are reflected in secretarial records. We believe that the

processes and practices, we followed provide a reasonable

basis for our opinion;

3. We have not verified the correctness and appropriateness of

financial records and Books of Accounts of the Company or

examined any books, information or statements other than

Books and Papers;

4. Where ever required, we have obtained the Management

Representation about the compliance of laws, rules and

regulation and happening of events etc;

5. The compliance of the provisions of Corporate and

other applicable laws, rules, regulations, standards is the

responsibility of management. Our examination was limited to

the verification of procedure on test basis;

6. The Secretarial Audit Report is neither an assurance as

to the future viability of the Company nor of the efficacy or

effectiveness with which the management has conducted the

affairs of the Company.

We report that during the Period under Review, the Company

has complied with the provisions of the Laws, Rules, Regulations,

Guidelines, Standards etc. mentioned above except for the

following observations:

46


We report that during our Period under Review, we have observed

the following:

1. Payment of excess remuneration

We have observed that the Company has paid remuneration

to its executive directors, which is in excess of the limits

prescribed under section 197 of the Companies Act, 2013,

by an amount of Rs 262.48 Lakhs. However, we have been

informed that the Company has taken necessary approval

for obtaining waiver of the said excess amount in the Extra

Ordinary General Meeting held 26th July, 2019. Further,

the relevant notes and disclosures will also be made in the

financial statements.

2. Related Party Transactions

The Company may adopt a practice of approving recurring

and foreseeable related party transactions for omnibus

approval by the Audit Committee, instead of the present

practice of taking case specific approvals.

Recommendations as to best practices:

In the course of our audit, we have made certain recommendations

for good corporate practices, separately placed before the

Board, for its necessary consideration and implementation by 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 detailed notes on agenda were sent at

least seven days in advance, and a system exists for seeking

and obtaining further information and clarifications on the agenda

items before the meeting and for meaningful participation at the

meeting.

We further report that the Company has submitted all the returns,

reports, forms as required under the specific laws applicable to the

Company and has timely applied for renewal of all the consents

and registration as required.

We further report that based on the information provided by the

Company during the conduct of the audit and also on the review

of quarterly compliance reports by Company Secretary taken on

record by the Board of Directors of the Company, in our opinion,

there are adequate systems and processes in the Company

commensurate with the size and operations of the Company

to monitor and ensure compliance with applicable Laws, Rules,

Regulations and Guidelines.

We further report that during the Audit Period, the Company has not

undertaken any specific events/ actions that can have a bearing

on the Company’s compliance responsibility in pursuance of the

above referred Laws, Rules, Regulations, Guidelines, Standards,

etc., except as follows:

Initial Public Offer by way of Offer for Sale of 1,06,46,211 Equity

Shares - During the Review Period, the Company has filed Draft

Red Herring Prospectus for Intial Public Offer by the Company by

way of offer of sale of 1,06,46,211 equity shares with SEBI on 19th

June, 2018 and has obtained in-principle approval from BSE and

NSE. Subsequently, SEBI has raised certain observations which

were duly replied by the Company. However, filing of the Red

Herring Prospectus is still pending by the Company.

Place: Kolkata For Vinod Kothari & Company Date: 06.09.2019 Practising Company Secretaries

Partner Membership No.: A48046

C P No.:28059

47


Annexure – A1

LIST OF DOCUMENTS

1. Corporate Matters

1.1 Minutes books of the following Committees were provided:

1.1.1 Board Meeting;

1.1.2 Audit Committee;

1.1.3 Nomination and Remuneration Committee;

1.1.4 General Meeting;

1.1.5 Corporate Social Responsibility Committee;

1.2 Agenda papers for Board Meeting;

1.3 Annual Report 2017-18;

1.4 Memorandum and Articles of Association;

1.5 Disclosures under Act and Rules made thereunder;

1.6 Forms and returns filed with the ROC;

1.7 Registers maintained under the Act.

48


Annexure - F

Form No. MGT-9 EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st day of march, 2018

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

(Management and Administration) Rules 2014]

I. Registration and Other Details:

i) CIN:- U15412WB2009PLC139597

ii) Registration Date 19/11/2009

iii) Name of the Company Anmol Industries Limited

iv) Category / Sub-Category of the Company Company Limited by Shares

v) Address of the registered office and contact details 229, A.J.C.Bose Road, Unit 3A, 3B, 3C & 3D, Crescent Tower, 3rd Floor,

Kolkata- 700020

Tel : 033-22801277

email : [email protected]

vi) Whether listed Company (Yes / No) No

vii) Name, Address and Contact details of Registrar and Transfer Agent, if any N.A.

II. Principal Business Activities of The Company

III. Particulars of Holding, Subsidiary and Associate Companies

Sl No.

Name and Description of Main Products/ Services

% Of Total Turnover Of The Company

Nic Code Of Product / Service % Of Total Turnover Of The Company

1 Manufacture of Biscuits, Cakes

and Rusks

100% 10712 100%

All the business activities contributing 10 % or more of the total turnover of the Company shall be stated:-

Sl No.

Name And Address Of The Company

CIN/GLN Holding / Subisidiary / Associate

% Of Shares Held Applicable Section

NA.

49


IV. Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

Category of Shareholders No. Of Shares held at the beginning of the Year No. of Shares held at the end of the Year % of the Change during the Year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoter

(1) Indian

a) Individual / HUF - - - - - - - - -

b) Central Govt. - - - - - - - - -

c) StateGovt. (s) - - - - - - - - -

d) Bodies Corp. 10,655,955 10655955 17.25 10629130 - 10,629,130 17.20 -0.04

e) Banks/ FI - - - - - - - -

f ) Any Other…. 51,132,585 51132585 82.75 51,132,585 - 51132585 82.75 -

Sub-total 61788540 61788540 100.00 61761715 - 61761715 99.96 -0.04

(2) Foreign

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

b) Other Individuals - - - - - - - - -

c) Bodies Corp. - - - - - - - -

d) Banks / FI - - - - - - - - -

e) Any Other…. - - - - - - - - -

Total Shareholding of Promoter (A) = (A)(1)+(A)(2)

61788540 0 61788540 100.00 61761715 - 61761715 99.96 -0.04

B. Public Shareholding

1. Institutions

a) Mutual Funds - - - - - - - - -

b) Banks/ FI - - - - - - - - -

c) Central Govt. - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture Capital

Funds

- - - - - - - - -

f ) Insurance Companies - - - - - - - - -

g) FIIs - - - - - - - - -

h) Foreign Venture

Capital Funds

- - - - - - - - -

i) Others(Specify) - - - - - - - - -

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

2. Non - Inistitutions

a) Bodies Corporate - - - - - - - - -

i) Indian - - - - - - - - -

ii) Overseas - - - - - - - - -

b) Individuals - - - - - - - - -

i) Individual

Shareholders holding

nominal share capital

upto Rs 1 Lakh.

- - - - 26,825 - 26,825 0.04 0.04

ii) Individual

Shareholders holding

nominal share capital in

excess of Rs 1 Lakh.

- - - - - - - - -

c) Others (Specify) - - - - - - - - -

Sub-total (B)(2) - - - - 26,825 - 26,825 0.04 0.04

Total Public Shareholding (B) = (B)(1)+(B)(2)

- - - - 26,825 - 26,825 0.04 0.04

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C) 61788540 0 61788540 100.00 61788540 0 61788540 100.00 0.00

i) Category-wise Share Holdings

50


Sl No

Shareholders Name Shareholding at the beginning of the year Shareholding at the end of the year

No. of Shares

% of the total

Shares of the

Company

% of Shares Pledged /

encumbered to total shares

No. of Shares

% of the total

Shares of the

Company

% of Shares Pledged /

encumbered to total shares

1 Anmol Projects Pvt. Ltd. 6,15,995 1.00 - 5,89,170 0.95 -

2 Delta Nirman LLP 2,79,995 0.45 - 2,79,995 0.45 -

3 Anmol Hi-Cool LLP 1,77,860 0.29 - 1,77,860 0.29 -

4 Monarch Shelter Pvt. Ltd. 78,01,490 12.63 - 78,01,490 12.63 -

5 J4F Nutriplus Private Limited 1,40,000 0.23 - 1,40,000 0.23 -

6 Puneet Mercantiles LLP 41,995 0.07 - 41,995 0.07 -

7 SKG Land Developers LLP 15,98,620 2.59 - 15,98,620 2.59 -

8 Baijnath Choudhary and Family

Trust

5,11,32,585 413.77 - 5,11,32,585 82.75 -

TOTAL 6,17,88,540 431.02 0 6,17,61,715 99.96 0

Sl No

At the beginning of the Year Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of Shares

% of the total Shares of the

Company

No. of Shares


Company

1 Baijnath Charitable and Family Trust 5,11,32,585 82.75 5,11,32,585 82.75

2 Anmol Projects Pvt. Ltd. 6,15,995 1.00 6,15,995 1.00

3 Delta Nirman LLP 2,79,995 0.45 2,79,995 0.45

4 Anmol Hi-Cool LLP 1,77,860 0.29 1,77,860 0.29

5 Monarch Shelter Pvt. Ltd. 78,01,490 12.63 78,01,490 12.63

6 J4F Nutriplus Private Limited 1,40,000 0.23 1,40,000 0.23

7 Puneet Mercantiles LLP 41,995 0.07 41,995 0.07

8 SKG Land Developers LLP 15,98,620 2.59 15,98,620 2.59

TOTAL 6,17,88,540 100.00 6,17,88,540 100.00 Change in Shareholding of PromotersDue to transfer of Shares by Anmol Projects Pvt Ltd dated

14.05.2018.

0 0 0 0

At the end of the year1 Baijnath Charitable and Family Trust 5,11,32,585 82.75 5,11,32,585 82.75

2 Anmol Projects Pvt. Ltd. 5,89,170 0.95 5,89,170 0.95

3 Delta Nirman LLP 2,79,995 0.45 2,79,995 0.45

4 Anmol Hi-Cool LLP 1,77,860 0.29 1,77,860 0.29

5 Monarch Shelter Pvt. Ltd. 78,01,490 12.63 78,01,490 12.63

6 J4F Nutriplus Private Limited 1,40,000 0.23 1,40,000 0.23

7 Puneet Mercantiles LLP 41,995 0.07 41,995 0.07

8 SKG Land Developers LLP 15,98,620 2.59 15,98,620 2.59

TOTAL 6,17,61,715 100 6,17,61,715 100

(ii) Shareholding of Promoters and Promoter Group

(iii) Change in Promoter’s Shareholding:

51


Sl No

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


No. of Shares


Company

No. of Shares


Company

At the beginning of the Year1 POONAM CHANDRA TIBREWAL - - - -

2 S.R DESHPANDE - - - -

3 BRUNDABAN BEHERA - - - -

4 GHATAKESWAR DAKSHINA KABAT - - - -

5 RAJKUMAR CHOUDHARY - - - -

6 RAJESH KUMAR JHA - - - -

7 SESHADRI VENUGOPALAN - - - -

8 NANDLAL SWAMY - - - -

9 NAVIN CHADDA - - - -

10 SRIKANTA PATI - - - -

TOTAL 0 0.00 0 0.00Date-wise Increase/ Decrease in Shareholding during the year

specifying the reasons for increase/ decrease (e.g. allotment/

transfer/bonus/ sweat equity etc.)

NO CHANGES MADE DURING THE YEAR

At the end of the year or on the date of separation, if separated during the year

At the end of the Year1 POONAM CHANDRA TIBREWAL 3700 0.01 3700 0.01

2 S.R DESHPANDE 3700 0.01 3700 0.01

3 BRUNDABAN BEHERA 1850 - 1850 -

4 GHATAKESWAR DAKSHINA KABAT 1850 - 1850 -

5 RAJKUMAR CHOUDHARY 1850 - 1850 -

6 RAJESH KUMAR JHA 1850 - 1850 -

7 SESHADRI VENUGOPALAN 1850 - 1850 -

8 NANDLAL SWAMY 1850 - 1850 -

9 NAVIN CHADDA 925 - 925 -

10 SRIKANTA PATI 925 - 925 -

TOTAL 20,350 0.03 20,350 0.03

(iv) Shareholding Pattern of top ten Shareholders (Otherthan Directors, Promoters and Holders of GDRs and ADRs):

52


Sl No

For Each of the Directors and KMP Shareholding at the beginning of the year


No. of Shares


Company

No. of Shares


Company

At the beginning of the Year - - - -

1 POONAM CHANDRA TIBREWAL - - - -

2 S.R DESHPANDE - - - -

3 BRUNDABAN BEHERA - - - -

4 SESHADRI VENUGOPALAN - - - -

TOTAL - - - -Date-wise Increase/ Decrease in Shareholding during the year

specifying the reasons for increase/ decrease (e.g. allotment/

transfer/bonus/ sweat equity etc.)

NO CHANGES DURING THE YEAR

At the end of the year1 POONAM CHANDRA TIBREWAL 3700 0.01 3700 0.01

2 S.R DESHPANDE 3700 0.01 3700 0.01

3 BRUNDABAN BEHERA 1850 0.00 1850 0.00

4 SESHADRI VENUGOPALAN 1850 0.00 1850 0.00

TOTAL 11100 0.02 11100 0.02

(Amt. in H Lakhs)

Secured Loans excluding deposits

Unsecured Loans

Deposit Total Indebtness

Indebtness at the beginning of the Financial year(i) Principal Amount 3,629.00 - - 3,629.00

(ii) Interest due but not paid 2.00 2.00

(iii) Interest Accured but not due -

Total (i+ii+iii) 3,631.00 - - 3,631.00 Change in Indebtness during the financial yearAddition - - - -

Reduction 3,073.28 - - 3,073.28

Net Change (3,073.28) - - (3,073.28)Indebtness at the end of the Financial year(i) Principal Amount 555.72 555.72

(ii) Interest due but not paid 0.74 0.74

(iii) Interest Accured but not due -

Total (i+ii+iii) 556.46 - - 556.46

(v) Shareholding of Directors and Key Managerial Personnel:

V. IndebtnessIndebtedness of the Company including the interest outstanding/ accrued but not due for Payment

53


(Amt. in H milion)

Sl Particulars of Remuneration Name of the MD/WTD/Manager Total Amount

Bimal Kumar Choudhary

Biswanath Choudhary

Dilip Kumar Choudhary

Gobind Ram

Choudhary

1 Gross Salary

(a) Salary as per Provisions

contained in Section 17(1) of the

Income tax Act, 1961

240.16 240.16 240.16 240.16 960.64

(b) Value of Perquisite u/s 17(2)

Income-tax Act, 1961

0.40 0.40 0.40 0.30 1.10

(c') Profit in Lieu of Salary under

Section 17(3) Income tax Act,

1961

- - -

2 Stock Option - - - - -

3 Sweat Equity - - - - -

4 Commission

- as % of Profit - - - - -

- Others, Specify…… - - - - -

5 Others, please Specify 0.22 0.22 0.22 0.22 0.66

Total (A) 240.78 240.78 240.78 240.68 963.02 Ceiling as per the Act 710.53

Sl Particulars of Remuneration Name of the Directors Total

Mamta Binani Sumit Malhotra Sunil Kumar Agarwal

Debanjan Mandal

1. Independent DirectorsFee for attending Board/ Committee

Meetings

3.20 1.80 2.00 1.40 8.40

Commission 2.50 2.50 2.50 2.50 10.00

Others, please Specify - -

Total (1) 5.70 4.30 4.50 5.70 18.402. Other Non- Executive Directors

Fee for attending Board/ Committee

Meetings

-

Commission -

Others, please Specify -

Total (2) -

Total Managerial Remuneration 5.70 4.30 4.50 5.70 18.40 Overall Ceiling as per the Act 71.50

VI. Remuneration of Directors and Key Managerial PersonnelA. Remuneration to Managing Director, Whole-time Director and/or Manager: Please refer note below

B. Remuneration to other directors

Note: The Excess remuneration paid to the Directors had been waived off by the members of the Company by way of pssaing the resolution at the

EGM dated 26.07.2019

54


Sl Particulars of Remuneration Key Managerial Personnel Total Amount

Company Secretary

CFO Others, if * Specified

1 Gross Salary

(a) Salary as per Provisions contained in Section

17(1) of the Income tax Act, 1961

16.49 42.17 - 58.66

(b) Value of Perquisite u/s 17(2) Income-tax Act,

1961

- - -

(c) Profit in Lieu of Salary under Section 17(3)

Income tax Act, 1961

- - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission -

- as % of Profit - - -

- Others, Specify…… - - -

5 Others, please Specify 0.22 0.22 0.44

Total (A) 16.71 42.39 59.10

B. Remuneration to Key Managerial Personnel other than MD/ Manager/ WTD

* can be available on request

Type Section of the Companies Act

Brief Description

Details of the Penalty/ Punishment/

Compounding fees imposed

Authority [RD/ NCLT/

COURT]

Appeal made, if any (give

details)

A. COMPANY Penalty NIL

Punishment NIL

Compounding NIL

B. DIRECTORS Penalty NIL

Punishment NIL

Compounding NIL

C. OTHER OFFICERS IN DEFAULT Penalty NIL

Punishment NIL

Compounding NIL

VII. Penalties/Punishment/ Compounding of Offence:

55


Financial Statements

57


Independent Auditors’ ReportTo

The Members of,

Anmol Industries Limited

Report on the Ind AS Financial StatementsOpinion

We have audited the accompanying Financial statements of

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

Balance Sheet as at March 31, 2019, the Statement of Profit and

Loss (including Other Comprehensive Income), the Cash Flow

Statement and the Statement of Changes in Equity for the year

then ended, and a summary of the significant accounting policies

and other explanatory information for the year ended on that date

(hereinafter referred to as “Ind AS financial statements”).

In our opinion and to the best of our information and according

to the explanations given to us, the financial statements read

together with notes thereon give the information required by the

Act in the manner so required and give a true and fair view in

conformity with the accounting principles generally accepted in

India of the state of affairs of the Company as at March 31, 2019,

its profit and total comprehensive income, its cash flows and the

changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing

(SAs) specified under section 143(10) of the Act. Our responsibilities

under those Standards are further described in the Auditors’

Responsibilities for the Audit of the financial statements section of

our report. We are independent of the Company in accordance with

the Code of Ethics issued by the Institute of Chartered Accountants

of India together with the ethical requirements that are relevant to

our audit of the financial statements under the provisions of the Act,

and the Rules thereunder, and we have fulfilled our other ethical

responsibilities in accordance with these requirements and the Code

of Ethics. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion.

Information Other than the Financial Statements and Auditors’ Report thereon

• The Company’s Board of Directors is responsible for

the other information. The other information comprises

the information included in the Board’s Report including

Annexures to Directors’ Report, Management Discussion and

Analysis Report, Business Responsibility Report and Report

on Corporate Governance, but does not include the Ind AS

financial statements and our auditors’ report thereon. The

other information as stated above is expected to be made

available to us after the date of this auditors’ report.

• Our opinion on the Ind AS financial statements does not

cover the other information and we do not express any form

of assurance conclusion thereon.

• In connection with our audit of the Ind AS financial statements,

our responsibility is to read the other information identified

above when it becomes available, and, in doing so, consider

whether the other information is materially inconsistent with

the financial statements or our knowledge obtained during

the course of our audit or otherwise appears to be materially

misstated.

• When we read the other information as stated above and if

we conclude that there is a material misstatement therein,

we are required to communicate the matter to those charged

with governance and describe necessary actions required as

per applicable laws and regulations.

We have nothing to report with respect to the above.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company’s Board of Directors is responsible for the matters

stated in section 134(5) of the Companies Act, 2013 (“ the Act”) with

respect to the preparation of these Ind AS financial statements

that gives a true and fair view of the state of affairs (financial

position), Profit or loss (financial performance including other

comprehensive income),cash flows and changes in Equity of the

Company in accordance with the accounting principles generally

accepted in India, including the Indian Accounting Standards (Ind

AS) prescribed under section 133 of the Act.

This responsibility also includes maintenance of adequate

accounting records in accordance with the provisions of the Act

for safeguarding the assets of the Company and for preventing

and detecting frauds and other irregularities; selection and

application of appropriate accounting policies; making judgments

and estimates that are reasonable and prudent; and design,

implementation and maintenance of adequate internal financial

controls that were operating effectively for ensuring the accuracy

and completeness of the accounting records, relevant to the

preparation and presentation of the Ind AS financial statements that

gives a true and fair view and are free from material misstatement,

whether due to fraud or error.

In preparing the Ind AS financial statements, management is

responsible for assessing the Company’s ability to continue as a

58


going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless

management either intends to liquidate the Company or to cease

operations, or has no realistic alternative but to do so.

Board of Directors is also responsible for overseeing the

Company’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether

the financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an

auditors’ report that includes our opinion. Reasonable assurance

is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with SAs will always detect a material

misstatement when it exists. Misstatements can arise from fraud

or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial

statements.

As part of an audit in accordance with SAs, we exercise professional

judgment and maintain professional skepticism throughout the

audit. We also:

• Identify and assess the risks of material misstatement of the

financial statements, whether due to fraud or error, design

and perform audit procedures responsive to those risks,

and obtain audit evidence that is sufficient and appropriate

to provide a basis for our opinion. The risk of not detecting

a material misstatement resulting from fraud is higher than

for one resulting from error, as fraud may involve collusion,

forgery, intentional omissions, misrepresentations, or the

override of internal control;

• Obtain an understanding of internal control relevant to the

audit in order to design audit procedures that are appropriate

in the circumstances. Under section 143(3)(i) of the Act, We are

also responsible for expressing our opinion on whether the

Company has adequate internal financial controls system in

place and the operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used

and the reasonableness of accounting estimates and related

disclosures made by management;

• Conclude on the appropriateness of management’s use of the

going concern basis of accounting and, based on the audit

evidence obtained, whether a material uncertainty exists

related to events or conditions that may cast significant doubt

on the Company’s ability to continue as a going concern. If we

conclude that a material uncertainty exists, we are required

to draw attention in our auditors’ report to the related

disclosures in the financial statements or, if such disclosures

are inadequate, to modify our opinion. Our conclusions are

based on the audit evidence obtained up to the date of our

auditors’ report. However, future events or conditions may

cause the Company to cease to continue as a going concern;

• Evaluate the overall presentation, structure and content of the

financial statements, including the disclosures, and whether

the financial statements represent the underlying transactions

and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Ind AS financial

statements that, individually or in aggregate, makes it probable

that the economic decisions of a reasonably knowledgeable user

of the Ind AS financial statements may be influenced. We consider

quantitative materiality and qualitative factors in (i) planning the

scope of our audit work and in evaluating the results of our work;

and (ii) to evaluate the effect of any identified misstatements in the

Ind AS financial statements.

We communicate with those charged with governance regarding,

among other matters, the planned scope and timing of the audit

and significant audit findings, including any significant deficiencies

in internal control that we identify during our audit.

We also provide those charged with governance with a statement

that we have complied with relevant ethical requirements regarding

independence, and to communicate with them all relationships

and other matters that may reasonably be thought to bear on our

independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016

(“the Order”), issued by the Central Government of India in

terms of sub-section (11) of section 143 of the Act, we give

in the “Annexure A” a statement on the matters specified in

paragraphs 3 and 4 of the Order, to the extent applicable.

2. Further to our comments in the annexure referred to in the

paragraph above, as required by Section 143(3) of the Act, we

report that:

a) We have sought and obtained all the information and

explanations which to the best of our knowledge and

belief were necessary for the purposes of our audit;

b) In our opinion, proper books of account as required by

law have been kept by the Company so far as it appears

from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss

(including Other Comprehensive Income), the Statement of

Changes in Equity and the Cash Flow Statement dealt with

by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid Ind AS financial statements

comply with the Indian Accounting Standards specified

59


under Section 133 of the Act, read with Rule 7 of the

Companies (Accounts) Rules, 2015;

e) On the basis of the written representations received

from the directors as on 31st March, 2019 taken on

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

disqualified as on 31st March, 2019 from being appointed

as a director in terms of Section 164 (2) of the Act;

f ) With respect to the adequacy of the internal financial

controls with reference to financial statements of the

Company and the operating effectiveness of such

controls, refer to our separate Report in “Annexure B”.

Our report expresses an unmodified opinion on the

adequacy and operating effectiveness of the internal

control over financial statements of the Company

3. With respect to the other matters to be included in the Auditors’

Report in accordance with Rule 11 of the Companies (Audit and

Auditors) Rules, 2014, in our opinion and to the best of our

information and according to the explanations given to us:

i. The Company has disclosed the impact of pending

litigations on its financial position in its financial statements

– Refer Note 43 to the Ind AS financial statements;

ii. The Company did not have any long term contracts

including derivative contracts for which there were any

material foreseeable losses.

iii. There were no amounts which were required to be

transferred to the Investor Education and Protection

Fund by the Company.

4. With respect to the reporting under section 197(16) of the Act

to be included in the Auditor’s Report, in our opinion and

according to the information and explanations given to us, the

remuneration (including sitting fee) paid by the company to its

Managing Director and Whole Time Directors has exceeded

the limit prescribed under section 197 of the Act. The Company

in its Extra-Ordinary General Meeting dated 26th July, 2019

approved the waiver of excess remuneration so paid.

For Lodha & Co. Chartered Accountants

Firm’s ICAI Registration No.:301051E

R. P. Singh Partner

Place: Kolkata Membership No: 052438

Date: 6th September, 2019 UDIN: 19052438AAAABH4456

60


Annexure ‘A’ to Independent Auditor’s ReportAnnexure ‘A’ referred to in our report of even date

i) (a) The Company has maintained proper records showing

full particulars including quantitative details and situation

of fixed assets.

(b) The fixed assets are physically verified by the

management according to a phased programme

designed to cover all the items over a period of three

years, which in our opinion, is reasonable having regard

to the size of the Company and nature of its assets. In

respect of physical verification of fixed assets so far

carried out and reconciled with the records, as explained

discrepancies were not material.

(c) According to the information and explanations given to

us, the title deeds of immovable property are held in the

name of the company except in respect of the following

which have been acquired on amalgamation of various

companies and are pending transfer in favour of the

Company:

(H in Lakhs)

Particulars No. of cases

Gross Block

Net Block

Land- Freehold 13 178.11 178.11

Land- Leasehold 2 507.54 475.85

Factory Building 2 6,871.06 6,266.60

For the aforesaid purpose, land deed/ lease deed has

been taken as the basis for verification of self-constructed

building thereon.

ii) As informed, inventories except those lying with converters

have been physically verified by the management at the

end of the year. In case of inventories lying with converters

and third parties, these have been considered based on the

confirmation received from them. In our opinion and according

to the information and explanations given to us, frequency

of such verification is reasonable. As far as ascertained,

discrepancies noticed on physical verification of inventory

were not material as compared to the book records and these

have been properly dealt with in the books of account.

iii) According to the information and explanations given to us, the

Company has not granted any loans, secured or unsecured,

to any company, firms, limited liability partnership or other

parties covered in the register maintained under section 189

of the Act. Accordingly, the provisions of Clause 3 (iii) of the

Order are not applicable to the Company.

iv) According to the information and explanations given to us,

the Company has complied with the provisions of Section 185

and 186 of the Act with respect to loans and guarantee given

and investments made.

v) The Company has not accepted any deposits from public and

accordingly, the provisions of Clause 3 (v) of the Order are not

applicable to the Company.

vi) According to the information and explanation given to us,

the Central Government has not prescribed for maintenance

of cost records under section 148(1) of the Act and therefore

clause 3(vi) of the Order is not applicable to the Company.

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

us, the Company is generally regular in depositing with

the appropriate authorities undisputed statutory dues

including Provident Fund, Employee’s State Insurance,

Income Tax, Goods and Service Tax, Customs Duty, Excise

Duty, Cess and other material statutory dues applicable

to it. According to the information and explanations

given to us, there are no undisputed amounts payable in

respect of aforesaid dues for a period of more than six

months from the date they become payable.

(b) According to the information and explanations given to us, there are no dues of Income tax, Sales Tax, Value added Tax, Service

Tax, Customs Duty, Excise Duty and Cess which have not been deposited on account of dispute except as given below:

Name of Statute Nature of DuesAmount(In Lakh)

Period to Which Amount relates

Forum Where Dispute is Pending

The Central Excise Act,

1944

Cenvat Credit 99.66 March 2007 to May 2007 Jt. Commissioner of Central –CGST

8.16 2008-09 Commissioner of Central Excise

17.69 2013-14/2014-15 CESTSAT

38.05 2013-14 to 2014-15/2015-16 Add. Commissioner CGST

218.01 2012-13/2015-16 Commissioner of CGST

4.81 2013-14 to 2016-17 Audit Commissionerate

274.06 2012-13 to 2016-17 Assistant Commissioner (Adjudication)

28.32 2016-17/2017-18 Assistant Commissioner CGST

61


Name of Statute Nature of DuesAmount(In Lakh)

Period to Which Amount relates

Forum Where Dispute is Pending

Service Tax Credit 27.51 Jan 2005 to Sep 2007 CESTAT

Service Tax 215.56 2011-12/2015-16 Assistant Commissioner

26.38 2013-14/2015-16 Assistant Commissioner CGST

58.77 2013-14 Kolkata High Court

42.31 2015-16 CESTAT, Allahabad

Excise Duty 23.76 2016-17, 2017-18 Commissioner (Appeal),Noida

180.23 2010-11 CESTAT, Allahabad

The West Bengal Value

Added Tax Act, 2003

Value Added Tax 143.13 2015-16 Add. Commissioner Commercial Taxes

Bihar Value Added Tax

Act, 2005

Value Added Tax 2.2 2014-2015 Joint Commissioner, Appeals (Office of

the Commercial Tax)

Central Sales Tax Act,

1956

Central Sales Tax 0.54 2013-14 Commercial Tax Officer, Serampore, WB

Uttar Pradesh Value

Added Tax Act, 2008

Central Sales Tax 0.85 2014-15 Appeal filed in Tribunal, Noida

Central Sales Tax 383.80 2006-07, 2007-08 Hon’ble Supreme Court

viii) In our opinion and according to the information and

explanations given to us, the company has not defaulted in

repayment of borrowings from banks. The Company has no

loans or borrowings from financial institutions, government or

debenture holders during the year.

ix) According to the information and explanations given to us,

the Company has not raised monies by way of public offer nor

has raised term loans from banks during the year.

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

carried out in accordance with the generally accepted

auditing practices in India, we have neither come across any

incidence of fraud on or by the Company, nor have we been

informed of any such case by the management.

xi) According to the information and explanations given to us

and based on examination of the records of the Company, the

Company has paid/ provided for managerial remuneration in

accordance with the requisite approvals mandated by the

provisions of Section 197 read with Schedule V to the Act.

Remuneration paid to Managing Director and Wholetime

Directors during the year which was in excess of limit

prescribed under section 197 of the Act and have since been

ratified at the Extra-Ordinary General Meeting held on 26th

July, 2019.

xii) In our opinion and according to the information and

explanations given to us, the Company is not a Nidhi Company

and accordingly, the provision of Clause 3(xii) of the Order is

not applicable to the Company.

xiii) According to the information and explanations given to us,

the Company is in compliance with Section 188 and 177 of

the Act, where applicable, for all transactions with the related

parties and the details of related party transactions have been

disclosed in the financial statements as required in terms of

the applicable accounting standards.

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

allotment or private placement of shares or fully or partly

convertible debentures and accordingly, the provision of

Clause 3(xiv) of the Order is not applicable to the Company.

xv) According to the information and explanations given to us

and based on our examination of the records, during the year,

the Company has not entered into any non-cash transactions

with directors or persons connected with the directors.

xvi) According to the information and explanations given to us,

the Company is not required to be registered under section

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



R. P. Singh Partner



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

62


Annexure ‘B’ to Independent Auditor’s ReportAnnexure ‘B’ referred to in our report of even date

Report on the Internal Financial Controls with reference to financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls with reference to

financial statements of Anmol Industries Limited (“the Company”)

as at March 31, 2019 in conjunction with our audit of the Ind AS

Financial statements of the Company for the year ended on that

date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and

maintaining internal financial controls based on the internal control

with reference to financial statements criteria established by the

Company considering the essential components of internal control

stated in the Guidance Note on Audit of Internal Financial Controls

Over Financial Reporting issued by the Institute of Chartered

Accountants of India (ICAI). These responsibilities include the

design, Implementation and maintenance of adequate internal

financial controls that were operating effectively for ensuring

the orderly and efficient conduct of its business, including

adherence to company’s policies, the safeguarding of its assets,

the prevention and detection of frauds and errors, the accuracy

and completeness of the accounting records, and the timely

preparation of reliable financial information, as required under the

Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s

internal financial controls with reference to financial statements

based on our audit. We conducted our audit in accordance with

the Guidance Note on Audit of Internal Financial Controls Over

Financial Reporting (the “Guidance Note”) and the Standards on

Auditing, issued by ICAI and deemed to be prescribed under

section 143(10) of the Act, to the extent applicable to an audit of

internal financial controls. 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 with reference to

financial statements 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 with

reference to financial statements and their operating effectiveness.

Our audit of internal financial controls with reference to financial

statements included obtaining an understanding of internal

financial controls with reference to financial statements, assessing

the risk that a material weakness exists, and testing and evaluating

the design and operating effectiveness of internal control based

on the assessed risk. The procedures selected depend on the

auditor’s judgment, including the assessment of the risks of

material misstatement of the financial statements, whether due to

fraud or error.

We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our audit opinion on the

Company’s internal financial controls system with reference to


Meaning of Internal Financial Controls with reference to financial statements

A company’s internal financial control with reference to financial

statements 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 with reference to financial statements includes

those policies and procedures that (1) pertain to the maintenance

of records that, in reasonable detail, accurately and fairly reflect

the transactions and dispositions of the assets of the company;

(2)provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and

that receipts and expenditures of the company are being made

only in accordance with authorizations of management and

directors of the company; and (3) provide reasonable assurance

regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company’s assets that could

have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to financial statements

Because of the inherent limitations of internal financial controls

with reference to financial statements, including the possibility of

63


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

with reference to financial statements to future periods are subject

to the risk that the internal financial control with reference to

financial statements 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, to the best of our information and according to the

explanations given to us, the Company has, in all material respects,

an adequate internal financial controls with reference to financial

statements and such internal financial controls with reference to

financial statements were operating effectively as at 31st March,

2019, based on the internal control with reference to financial

statements 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.



R. P. Singh Partner



64


Balance Sheet as at 31st March 2019

(H in Lakhs)

Particulars Note No. As at

March 31, 2019 As at

March 31, 2018

ASSETS Non-current assets (a) Property, Plant and Equipment 5 31,946.95 33,705.42

(b) Capital work-in-progress 160.49 1,112.37

(c) Goodwill on Amalgamation 6 23,800.28 35,700.41

(d) Other Intangible assets 7 10.91 11.59

(e) Financial Assets

(i) Investments 8 331.40 385.40

(ii) Loans 9 17.95 16.82

(iii) Other financial assets 10 1,042.05 1,159.97

(f ) Deferred tax assets (Net) 24 788.13 -

(g) Other non-current assets 11 138.43 49.44

58,236.59 72,141.42 Current assets (a) Inventories 12 4,008.67 3,955.43

(b) Financial Assets

(i) Trade receivables 13 462.80 325.07

(ii) Cash and cash equivalents 14 274.45 1,081.78

(iii) Bank balances (other than (ii) above) 15 79.07 78.59

(iv) Loans 16 25.82 23.01

(v) Other financial assets 17 2,939.07 1,917.00

(c) Current Tax Asset (Net) 31 892.76 -

(d) Other current assets 18 1,323.73 1,109.21

10,006.37 8,490.09

Total Assets 68,242.96 80,631.51 EQUITY AND LIABILITIES Equity (a) Equity Share capital 19 6,178.85 6,178.85

(b) Other Equity 20 52,905.81 55,818.06

59,084.66 61,996.91 Liabilities Non-current liabilities (a) Financial Liabilities

(i) Borrowings 21 93.87 1,924.44

(b) Deferred Income 22 183.29 346.46

(c) Provisions 23 102.11 110.79

(d) Deferred tax liabilities (Net) 24 - 3,280.37

(e) Other non-current liabilities

379.27 5,662.06 Current liabilities (a) Financial Liabilities

(i) Borrowings 25 437.81 497.03

(ii) Trade payables

a) Total outstanding of micro enterprises and small enterprises 26 166.03 125.33

b) Total outstanding of creditors other than micro enterprises and small enterprises 26 4,500.39 6,339.13

(iii) Other financial liabilities 27 198.18 1,454.42

(b) Other current liabilities 28 2,049.28 1,766.61

(c) Deferred Income 29 163.17 163.17

(d) Provisions 30 1,264.17 2,314.55

(e) Current Tax Liabilities (Net) 31 - 312.30

8,779.03 12,972.54 Total Equity and Liabilities 68,242.96 80,631.51

Significant Accounting policies and other accompanying notes as appearing in Note 1 to 55 forms an integral part of the financial statements.

As per our report of even date

For Lodha & Co For and on behalf of the Board of DirectorsChartered Accountants

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

Place: Kolkata Bimal Kumar Choudhary Poonam Chandra Tibrewal Brundaban BeheraDate: 6th September 2019 (Managing Director) (Chief Financial Officer) (Company Secretary)

65


(H in Lakhs)

Particulars Note No.

Year ended March 31, 2019


REVENUE Revenue From Operations 32 108,421.48 110,737.68

Other Income 33 1,398.74 367.03

Total income 109,820.22 111,104.71 EXPENSESCost of materials consumed 34 72,373.37 69,944.27

Purchases of stock-in-trade 35 - 19.99

Changes in inventories of finished goods, stock-in-trade and work-in-progress 36 555.10 (534.68)

Excise Duty - 838.00

Employee benefits expense 37 6,898.90 6,302.10

Finance costs 38 226.84 913.42

Depreciation and amortisation expense 39 2,587.18 2,875.98

Other expenses 40 19,879.45 18,216.44

Total expenses 102,520.84 98,575.52 Profit Before Tax 7,299.38 12,529.19 Tax expense:

Current tax 51 2,383.38 4,187.12

Deferred tax 24 (4,076.24) 513.15

Income Tax relating to earlier years 51 (912.35) (406.63)

(2,605.21) 4,293.64 Profit for the year 9,904.59 8,235.55 Other Comprehensive IncomeItems that will not be reclassified subsequently to statement of profit or loss

Re-measurement of defined benefit plans 22.15 35.63

Income tax on above 24 7.74 12.45

Other Comprehensive Income for the year 14.41 23.18 Total Comprehensive Income for the year (Comprising Profit and Other Comprehensive Income for the year)

9,919.00 8,258.73

Earnings per equity share (Face value of J10 each.) Equity Share of par value of H10/- each

Basic and Diluted 48 16.03 13.33

Statement of Profit and Loss for the year ended 31st March 2019






66


(H in Lakhs)

Particulars Year ended

March 31, 2019 Year ended

March 31, 2018

A: CASH FLOW FROM OPERATING ACTIVITIES: Net Profit before taxes 7,299.38 12,529.19 Adjustments for: Depreciation and amortisation expenses 2,587.18 2,875.98

Provision for Doubtful Debt 3.44 19.48

Provision for Slow Moving Materials 5.00 32.25

Provision for Doubtful Advance 2.00 -

Bad Debt - 22.73

(Profit) / Loss on Sale / Discard of Fixed Assets 9.84 8.92

Interest Credited (33.96) (77.33)

Finance Costs 226.84 913.42

Profit on sale of Investments (34.35) -

Loss on abandonment of project 587.40 -

Net Loss on Fair Value Measurement 4.00 55.17

Reversal of Provision of Doubtful Capital advance (12.75) (1.75)

Reversal of Provision of Doubtful Debts (6.89) (5.37)

Liability no longer required written back (125.10) (186.70)

Dividend Income - 3,212.65 (2.82) 3,653.98 Operating Profit before Working Capital Changes 10,512.03 16,183.17 Adjustments for Changes in Working Capital: (Increase)/ Decrease in Trade and Other Receivables (1,324.38) (853.24)

(Increase)/ Decrease in Inventories (58.24) (632.51)

Increase/ (Decrease) in Other Current Liabilities (719.29) (47.23)

Increase/ (Decrease) in Trade Payables and Provisions (1,706.85) (3,808.76) 2,485.44 952.46 Cash Generated from Operations 6,703.27 17,135.63 Taxes paid (net) (2,676.09) (3,622.20) Net Cash from Operating Activities 4,027.18 13,513.43 B: CASH FLOW FROM INVESTING ACTIVITIES: Purchase of Fixed Assets (823.88) (1,316.43)

Sale of Fixed Assets 36.04 30.06

(Purchase)/ Sale of Investments 84.35 -

Fixed Deposit Matured / (Taken) 63.63 1,244.61

Interest Received 33.96 90.98

Dividend Received - (605.90) 2.82 52.04 Net Cash from Investing Activities (605.90) 52.04 C: CASH FLOW FROM FINANCING ACTIVITIES: Proceeds / (Repayment) of Borrowings - Current (1,242.36) (7,728.80)

(Repayment) of Borrowings - Long Term (1,882.10) (3,542.29)

Proceeds from Borrowings - Long Term - -

Interest Paid (173.03) (765.26)

Dividend Paid (772.36) (617.88)

Tax on Dividend (158.76) (4,228.61) (125.79) (12,780.02) Net Cash from / (Used) in Financing Activities (4,228.61) (12,780.02) Net Increase / (Decrease) in Cash and Cash Equivalents (A+B+C) (807.33) 785.45 Opening Balance of Cash and Cash Equivalents (Refer Note 14) 1,081.78 296.33 Closing Balance of Cash and Cash Equivalents (Refer Note.14) 274.45 1,081.78

Cash Flow Statement for the year ended 31st March, 2019

67






(H in Lakhs)



March 31, 2018

a) Balance with Banks in Current Accounts 266.72 552.44

b) Fixed Deposit with Banks having original maturity of less than 3 month - 500.29

c) Cash on hand 7.73 29.05

Closing cash and cash equivalents (Refer Note -14) 274.45 1,081.78

(H in Lakhs)

Particulars As at

March 31, 2018 Cash flows

Non-Cash flows

As at March 31, 2019

a) Long term borrowings [Refer Note - 21] 1,924.44 (1,882.10) 51.53 93.87

b) Current maturities of long term debt

[Refer Note - 27]

1,238.75 (1,183.14) - 55.61

c) Short term borrowings [Refer Note -25] 497.03 (59.22) - 437.81

Cash Flow Statement for the year ended 31st March, 2019

Notes :

1) The Cash Flow Statement has been prepared under the “Indirect Method” set out in Ind AS - 7 on “Statement of Cash Flows”.

2) Purchase of Fixed Assets include movement of Capital work-in-progress during the year.

3) Cash and cash equivalents do not include any amount which is not available to the Company for its use.

4) Cash and cash equivalents at the Balance Sheet date consists of:

5) Change in Company’s liabilities arising from financing activities :

6) Figures in brackets represent cash outflow from respective activities.

68


Statement of Changes in Equity (SOCE) (H in Lakhs)

Particulars Amount

Balance as at April 1, 2017 1,235.77 Bonus Shares Issued during the year (Refer Note 19 (e)) 4,943.08 Balance as at March 31 ,2018 6,178.85 Changes during the year - Balance as at March 31 ,2019 6,178.85

Refer Note 20 for nature and purpose of reserves.






(H in Lakhs)

Particulars Reserves and Surplus Re-measurement

of defined benefit plans

Total Securities Premium Reserve

General Reserve

Retained Earnings

Balance as at April 01, 2018 34,575.19 2,000.00 19,242.87 - 55,818.06 Profit for the year - - 9,904.59 - 9,904.59

Other comprehensive income for the year - - - 14.41 14.41

Total Comprehensive Income for the year - - 9,904.59 14.41 9,919.00 Amortisation of Goodwill (Refer Note 6) (11,900.13) - - - (11,900.13)

Dividends including dividend distribution tax

(Refer Note 20.4)

- - (931.12) - (931.12)

Transfer to Retained Earnings from Other

Comprehensive Income

- - 14.41 (14.41) -

Transfer from Retained Earnings to General Reserve - 1,000.00 (1,000.00) - -

Balance as at March 31 ,2019 22,675.06 3,000.00 27,230.75 - 52,905.81

(H in Lakhs)

Particulars Reserves and Surplus Re-measurement

of defined benefit plans

Total Securities Premium Reserve

General Reserve

Retained Earnings

Balance as at April 01, 2017 46,475.32 1,000.00 17,670.89 - 65,146.21 Profit for the year - - 8,235.55 - 8,235.55

Other comprehensive income for the year - - - 23.18 23.18

Total Comprehensive Income for the year - - 8,235.55 23.18 8,258.73 Amortisation of Goodwill (Refer Note 6) (11,900.13) - - - (11,900.13)

Dividends including dividend distribution tax - - (743.67) - (743.67)

Bonus Share Issued (Refer Note 19(e)) - - (4,943.08) - (4,943.08)

Transfer to Retained Earnings from Other

Comprehensive Income

- - 23.18 (23.18) -

Transfer from Retained Earnings to General Reserve - 1,000.00 (1,000.00) - -

Balance at March 31, 2018 34,575.19 2,000.00 19,242.87 - 55,818.06

A. Equity Share Capital

B. Other EquityAs at March 31, 2019


Notes to the Financial Statements for the year ended 31st March, 2019

69



1. Corporate Information

Anmol Industries Limited (‘the company’) is a public limited

company incorporated and domiciled in India with its

registered office situated at Crescent Tower, 3rd Floor, 229

A.J.C. Bose Road, Kolkata – 700020 and is engaged in the

manufacture and sale of biscuits and other bakery products.

The financial statements for the year ended 31st March, 2019

were approved for issue by the Board of Directors of the

Company on September 6, 2019 and are subject to the adoption

by the shareholders in the ensuing Annual General Meeting.

2. Statement of Compliance and Recent Pronouncements

2.1 Statement of Compliance

The financial statements have been prepared in accordance

with Indian Accounting Standards (“Ind AS”) prescribed under

Section 133 of the Companies Act, 2013 (“Act”) read with Rule

3 of the Companies (Indian Accounting Standards) Rules,

2015 (as amended from time to time).

All the Ind ASs issued and notified by the Ministry of Corporate

Affairs under the Companies (Indian Accounting Standards)

Rules, 2015 (as amended) till the financial statements

approved for issue by the Board of Directors have been

considered in preparing these financial statements.

Accounting policies have been consistently applied except

where a newly issued Indian Accounting Standard is initially

adopted or a revision to an existing Indian Accounting Standard

requires a change in the accounting policy hitherto in use.

2.2 Recent Pronouncements(a) New and revised standards adopted by the Company

(i) Ind AS 115 – Revenue from Contracts with Customers

revised and made effective from 1st April, 2018.

(ii) Appendix B, foreign currency transactions and advance

consideration to Ind AS 21 – The Effects of Changes in

Foreign Exchange Rates and Ind AS 12 – Income Taxes

revised and made effective from 1st April, 2018.

The application of Ind AS 115 and revisions/amendments

in other standards do not have any material impact on the


(b) Standards issued but not yet effective

(i) Ind AS 116, Leases

Ind AS 116 is effective for period beginning on or after 1st

April, 2019. It would replace previous lease standard Ind

AS 17. Ind AS 116 sets out the principles for recognition,

presentation and disclosure of leases and mandates

accounting of all leases under single lease accounting

model.

A lessee is required to be recognized as ‘right-of-use

asset’ representing the value of the right for using the

underlying assets and a ‘lease liability’ representing its

obligation to make payments against the same for almost

all leasing arrangements. Lessor accounting under Ind

AS 116 is substantially unchanged.

(ii) Appendix C, ‘Uncertainty over Income Tax Treatments’, to Ind AS 12, ‘Income Taxes’

Appendix C has been added to Ind AS 12 which seeks

to bring clarity to the accounting of uncertainties on

income tax treatment that are yet to be accepted by

tax authorities and determine the probability thereof to

be considered to compute the most likely impact on

taxation, unused tax losses, credits etc. for reflection in

the measurement of current and deferred taxes.

The Company is evaluating the impacts on account of

(i) and (ii) above and other amendments on the financial

position and results of operation.

3. Significant Accounting Policies3.1 Basis of Preparation

The Financial Statements have been prepared under the

historical cost convention on accrual basis excepting certain

financial instruments which are measured in terms of relevant

Ind AS at fair value/ amortized costs at the end of each

reporting period, certain class of Property, Plant and Equipment

i.e. freehold land and building which as on the date of transition

have been fair valued to be considered as deemed cost.

Historical cost convention is generally based on the fair

value of the consideration given in exchange for goods and

services.

All the Assets and Liabilities have been classified as current

or non-current as per the Company’s normal operating cycle

and other criteria set out in Ind AS 1 ‘Presentation of Financial

Statements’ and Schedule III to the Companies Act, 2013.

Having regard to the nature of business being carried out by the

company, the company has determined its operating cycle as 12

months for the purpose of current and non-current classification.

The Financial Statements are presented in Indian Rupees and

all values are rounded off to the nearest two decimal million

except otherwise stated.


70


Measurement of Fair Values

Fair value is the price that would be received to sell an asset

or paid to transfer a liability in an orderly transaction between

market participants at the measurement date under current

market conditions.

The Company categorizes assets and liabilities measured at

fair value into one of three levels depending on the ability to

observe inputs employed for such measurement:

Level 1: Inputs are quoted prices (unadjusted) in active markets

for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within level

1 that are observable either directly or indirectly for the asset

or liability.

Level 3: Inputs for the asset or liability which are not based on

observable market data (unobservable inputs).

The company has an established control framework with

respect to the measurement of fair values. This includes a

finance team that has overall responsibility for overseeing

all significant fair value measurements who regularly review

significant observable and unobservable inputs, valuation

adjustments and fair value hierarchy under which the

valuation should be classified.

3.2 Property, Plant & Equipment (PPE)

Property, Plant and Equipment are stated at deemed cost/ cost

of acquisition, construction and subsequent improvements

thereto less accumulated depreciation and impairment

losses, if any. For this purpose cost include deemed cost on

the date of transition and comprises purchase price of assets

or its construction/installation cost including duties and taxes,

inward freight and other expenses incidental to acquisition

or installation and adjustment for exchange differences

wherever applicable and other cost directly attributable to

bring the asset into the location and condition necessary

for it to be capable of operating in the manner intended for

its use. For major projects, interest and other costs incurred

on / related to borrowings to finance such projects or fixed

assets during construction period and related pre-operative

expenses are capitalized.

Parts of an item of PPE having different useful lives and material

value and subsequent expenditure on PPE on account of

capital improvement or other factors are accounted for as

separate components.

The cost of replacing part of an item of property, plant and

equipment is recognised in the carrying amount of the item

if it is probable that the future economic benefits embodied

within the part will flow to the Company and its cost can

be measured reliably. The costs of the regular upkeep and

repairing of property, plant and equipment are recognised in

the income statement when incurred.

Capital Work–in–progress includes preoperative and

development expenses, equipment’s to be installed,

construction and erection materials, advances etc. Such

items are classified to the appropriate categories of PPE

when construction and installation thereof are completed and

these are ready for intended use.

Depreciation and Amortization

Depreciation is provided, on PPE having been put to use,

based on useful life of the respective assets, in the following

manner:

i.) Leasehold land is amortized over the period of respective

lease.

ii.) Except as stated in (i) above, depreciation on PPE is

provided on Straight Line Method at the rates determined

with reference to the useful life as specified in Schedule

II of the Companies Act, 2013.

iii.) For the purpose of (ii) above, residual value of tangible

assets, has been taken to be equivalent to five percent

of the original cost of respective assets.

Based on above, the estimated useful lives of various assets

have been arrived as follows:

Category Useful life (year)

Leasehold Land Over the Lease period.

Buildings

- Factory Building

(RCC Frame Structure)

30 years

- Non-Factory Building

(RCC Frame Structure)

60 years

Roads 5 years

Electrical Installation 10 years

Plant and Equipments 7.5 years - 15 years

Computer equipment 3 years - 6 years

Furniture and fixtures 10 years

Office equipment 1 year - 5 years

Lab Equipment 10 years

Vehicles 8 years

Depreciation methods, useful lives and residual values are

reviewed, and adjusted as appropriate, at each reporting

date.


71


3.3 Intangible Assets

Intangible assets are stated at cost comprising of purchase

price inclusive of duties and taxes less accumulated

amortization and impairment losses. Such assets are amortised

over the useful life using straight line method and assessed for

impairment whenever there is an indication of same.

Computer software is amortized over a period of 3 years, on

straight line basis.

3.4 Derecognition of Tangible and Intangible Assets

An item of tangible and intangible asset is derecognized upon

disposal or when no future economic benefits are expected to

arise therefrom. Gain or loss on the disposal or retirement of

an item of asset is determined as the difference between the

sales proceeds/net realizable value and the carrying amount of

the asset, is recognized in the Statement of Profit and Loss.

3.5 Leases

Leases are classified as finance leases where the company as

a lessee, has substantially all the risks and rewards incidental

to the ownership of an asset. All other leases are classified as

operating leases.

Finance leases are capitalized at the inception of the lease at

lower of its fair value and the present value of the minimum

lease payments and a liability is recognized for an equivalent

amount. Any initial direct costs of the lease is added to the

amount recognized as an above. The Assets are depreciated

over their expected useful lives. Each Lease payments is

apportioned between finance charges and reduction of the

lease liability. The finance charge is allocated to each period

during the lease term so as to produce a constant periodic

rate of interest on the outstanding amount of the liabilities.

Payments made under operating leases are recognized as

expenses on a straight-line basis over the term of the lease

unless the lease agreement is structured to increase the

amount in line with expected general inflation or another

systematic basis which is more representative of the time

pattern of the benefits availed. Contingent rentals, if any,

arising under operating leases are recognized as an expense

in the period in which they are incurred.

3.6 Impairment of Tangible and Intangible Assets

Tangible and Intangible assets are reviewed at each balance

sheet date for impairment. In case events and circumstances

indicate any impairment, recoverable amount of assets

is determined. An impairment loss is recognized in the

statement of profit and loss, whenever the carrying amount

of assets either belonging to Cash Generating Unit (CGU) or

otherwise exceeds recoverable amount. The recoverable

amount is the higher of assets’ fair value less cost to disposal

and its value in use. In assessing value in use, the estimated

future cash flows from the use of the assets are discounted to

their present value at appropriate rate.

Impairment losses recognized earlier may no longer exist

or may have come down. Based on such assessment at

each reporting period the impairment loss is reversed and

recognized in the Statement of Profit and Loss. In such cases

the carrying amount of the asset is increased to the lower

of its recoverable amount and the carrying amount that have

been determined, net of depreciation, had no impairment

loss been recognised for the asset in prior years.

3.7 Financial Assets and Financial Liabilities

Financial assets and financial liabilities (financial instruments)

are recognized when Company becomes a party to the

contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured

at fair value. Transaction costs that are directly attributable to

the acquisition or issue of the financial assets and financial

liabilities (other than financial assets and financial liabilities at

fair value through profit or loss) are added to or deducted from

the fair value of the financial assets or financial liabilities, as

appropriate, on initial recognition. Transaction costs directly

attributable to the acquisition of financial assets or financial

liabilities at fair value through profit or loss are recognized

immediately in the Statement of Profit and Loss.

The financial assets and financial liabilities are classified as

current if they are expected to be realised or settled within

operating cycle of the company or otherwise these are

classified as non-current.

The financial instruments are subsequently classified

at amortised cost, at Fair Value Through Profit and Loss

(FVTPL) or Fair Value Through Other Comprehensive Income

(FVTOCI) and such classification depends on the objective

and contractual term to which they relate. Classification of

financial instruments are determined on initial recognition.

i. Cash and cash equivalents

All highly liquid financial instruments, which are readily

convertible into determinable amounts of cash and which

are subject to an insignificant risk of change in value and

having original maturities of three months or less from the

date of purchase, are considered as cash equivalents.

Cash and cash equivalents includes balances with banks

which are unrestricted for withdrawal and usage.


72


ii. Financial Assets and Financial Liabilities measured at amortized cost

Financial Assets held within a business whose objective

is to hold these assets in order to collect contractual

cash flows and the contractual terms of the financial

asset give rise on specified dates to cash flows that are

solely payments of principal and interest on the principal

amount outstanding are measured at amortized cost.

The above financial assets and financial liabilities

subsequent to initial recognition are measured at

amortized cost using Effective Interest Rate (EIR) Method.

The effective interest rate is the rate that exactly discounts

estimated future cash payments or receipts through the

expected life of the Financial Assets or Financial Liability

to the gross carrying amount of the financial asset or

to the amortized cost of the financial liability, or where

appropriate, a shorter period, to the net carrying amount

on initial recognition.

iii. Financial Asset at Fair Value through Other Comprehensive Income

Financial assets are measured at fair value through other

comprehensive income if these financial assets are held

within a business whose objective is achieved by both

collecting contractual cash flows and selling financial

assets and the contractual terms of the financial asset

give rise on specified dates to cash flows that are solely

payments of principal and interest on the principal

amount outstanding. Subsequent to initial recognition,

they are measured at fair value and changes therein, are

recognized directly in Other Comprehensive Income.

iv. For the purpose of Para (ii) and (iii) above, principal is the

fair value of the financial asset at initial recognition and

interest consists of consideration for the time value of

money and associated credit risk.

v. Financial Assets and Financial Liabilities at Fair value through profit or loss

Financial Instruments which does not meet the criteria of

amortized cost or fair value through other comprehensive

income are classified as Fair Value through Profit or loss.

Upon initial recognition, attributable transaction costs

are recognized in the income statement when incurred.

Financial instruments at fair value through profit or loss

are measured at fair value, and changes therein are

recognized in the income statement.

3.8 Impairment of financial assets

A financial asset is assessed for impairment at each reporting

date. A financial asset is considered to be impaired if objective

evidence indicates that one or more events have a negative

effect on the estimated future cash flows of that asset.

The company measures the loss allowance for a financial

asset at an amount equal to the lifetime expected credit

losses if the credit risk on that financial instrument has

increased significantly since initial recognition. If the credit

risk on a financial instrument has not increased significantly

since initial recognition, the company measures the loss

allowance for that financial instrument at an amount equal to

12-month expected credit losses.

However, for trade receivables or contract assets that result

in relation to revenue from contracts with customers, the

company measures the loss allowance at an amount equal to

lifetime expected credit losses.

3.9 De-recognition of financial instruments

The Company derecognizes a financial asset or a group of

financial assets when the contractual rights to the cash flows

from the asset expire, or when it transfers the financial asset

and substantially all the risks and rewards of ownership of the

asset to another party.

On derecognition of a financial asset (except for equity

instruments designed at FVTOCI), the difference between

the asset’s carrying amount and the sum of the consideration

received and receivable are recognized in profit or loss.

On derecognition of assets measured at FVTOCI the

cumulative gain or loss previously recognised in other

comprehensive income is reclassified from equity to profit or

loss as a reclassification adjustment.

Financial liabilities are derecognized if the Company’s

obligations specified in the contract expire or are discharged

or cancelled. The difference between the carrying amount of

the financial liability derecognized and the consideration paid

and payable is recognized in profit or loss.

3.10 Inventories

Inventories are valued at cost or net realisable value

whichever is lower.

Cost for the purpose of raw materials, packing materials

and stores and spares and consumables comprise of the

respective purchase costs including inward freight and non-

reimbursable duties and taxes.


73


Cost in respect of finished goods represent material, labour,

other direct cost and appropriate overheads and duties and

taxes, where applicable.

For the above purposes, Cost of inventories are determined

on Weighted Average basis.

Provision for inventory obsolescence is made wherever

considered necessary and the same is assessed regularly.

3.11 Foreign Currency Transactions

Transactions in foreign currencies are accounted for at the

exchange rate prevailing as on the date of the transaction.

Foreign currency monetary assets and liabilities at the yearend

are translated using closing rates. The loss or gain thereon and

also on the exchange differences on settlement of the foreign

currency transaction during the year are recognized as income

or expenses in the Statement of Profit and Loss. Foreign

exchange gain/loss to the extent considered as an adjustment

to Interest Cost are considered as part of borrowing cost.

3.12 Equity Share Capital

An equity instrument is a contract that evidences residual

interest in the assets of the company after deducting all of its

liabilities. Par value of the equity shares is recorded as share

capital and the amount received in excess of par value is

classified as Securities Premium.

Costs directly attributable to the issue of ordinary shares are

recognised as a deduction from equity, net of any tax effects.

3.13 Borrowing Cost

Borrowing cost comprises of interest and other costs incurred

in connection with the borrowing of the funds. All borrowing

costs are recognized in the Statement of Profit and Loss using

the effective interest method except to the extent attributable

to qualifying Property Plant Equipment (PPE) which are

capitalized to the cost of the related assets. A qualifying PPE

is an asset, that necessarily takes a substantial period of time

to get ready for its intended use or sale. Borrowing cost also

includes exchange differences to the extent considered as an

adjustment to the borrowing costs.

3.14 Provision, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in

measurement are recognized when there is a legal or

constructive obligation as a result of a past event and it is

probable that there will be an outflow of resources and a

reliable estimate can be made of the amount of the obligation.

Provisions are not recognized for future operating losses. The

amount recognised as a provision is the best estimate of the

consideration required to settle the present obligation at the

end of the reporting period, taking into account the risks and

uncertainties surrounding the obligation.

Contingent liabilities is not recognized and are disclosed by

way of notes to the financial statements. Such disclosure is

made when there is a possible obligation arising from past

events, the existence of which is expected to be confirmed

only by occurrence or non- occurrence of one or more

uncertain future events not wholly within the control of the

Company or when there is a present obligation that arises

from past events and it is either not probable that an outflow

of resources will be required to settle the same or a reliable

estimate of the amount in this respect cannot be made.

Contingent assets are disclosed in the Financial Statements

by way of notes to accounts when an inflow of economic

benefits is probable.

3.15 Revenue Recognition Sale of goods

Revenue from contract with customers is recognised when

the Company satisfies performance obligation by transferring

promised goods and services to the customer. Performance

obligations are said to be satisfied at a point of time when the

customer obtains controls of the goods/services.

Revenue is measured based on transaction price, which is the

fair value of the consideration received or receivable, stated

net of rebates, discounts, returns and goods and service tax.

Transaction price is recognised based on the price specified

in the contract, net of sales incentives/discounts there against.

Interest and Dividend Income

Dividend income is accounted for in the year in which the

right to receive the same is established.

Interest on investments and deposits is booked on a time-

proportion basis taking into account the amounts invested

and the rate of interest.

3.16 Government Grants

Government grants are recognised where there is reasonable

assurance that the grant will be received and all attached

conditions will be complied with. When the grant relates to

revenue, it is recognised in the statement of profit and loss

on a systematic basis over the periods to which they relate.

When the grant relates to an asset, it is treated as deferred

income and recognised in the statement of profit and loss by

way of deduction from depreciation expense on a systematic

basis over the useful life of the asset.


74


3.17 Employee Benefit

Employee benefits are accrued in the year services are

rendered by the employees.

Contribution to the defined contribution schemes such as

Provident Fund etc. are recognized as and when incurred.

Contribution to defined benefit plans consisting of

contribution to gratuity are determined at close of the year at

present value of the amount payable using actuarial valuation

techniques. Actuarial gain and losses arising from experience

adjustments and changes in actuarial assumptions are

recognized in other comprehensive income.

Long term employee benefits consisting of Leave Encashment

are determined at close of the year at present value of the

amount payable using actuarial valuation techniques. The

changes in the amount payable including actuarial gain/loss

are recognised in the Statement of profit and loss.

3.18 Taxation

Income tax expense representing the sum of current tax

expenses and the net charge of the deferred taxes is

recognized in the income statement except to the extent

that it relates to items recognized directly in equity or other

comprehensive income.

Current income tax is provided on the taxable income

and recognized at the amount expected to be paid to or

recovered from the tax authorities, using the tax rates and tax

laws that have been enacted or substantively enacted by the

end of the reporting period.

Deferred tax is recognized on temporary differences

between the carrying amounts of assets and liabilities in

the Financial Statements and the corresponding tax bases

used in the computation of taxable profit. Deferred tax

liabilities are generally recognized for all taxable temporary

differences. Deferred tax assets are generally recognized for

all deductible temporary differences to the extent that it is

probable that taxable profits will be available against which

those deductible temporary differences can be utilized.

Deferred tax liabilities and assets are measured at the tax

rates that are expected to apply in the period in which the

liability is settled or the asset realized, based on tax rates (and

tax laws) that have been enacted or substantively enacted by

the end of the reporting period.

Deferred tax assets include Minimum Alternative Tax (MAT)

measured in accordance with the tax laws in India, which is

likely to give future economic benefits in the form of availability

of set off against future income tax liability and such benefit

can be measured reliably and it is probable that the future

economic benefit associated with same will be realized.

The carrying amount of deferred tax assets is reviewed at the

end of each reporting period and adjusted to the extent that it is

no longer probable that sufficient taxable profits will be available

to allow all or part of the deferred tax asset to be utilized.

3.19 Earnings Per Share

Basic earnings per share are computed by dividing the net

profit attributable to the equity holders of the company by

the weighted average number of equity shares outstanding

during the period.

Diluted earnings per share is computed by dividing the net

profit attributable to the equity holders of the company by

the weighted average number of equity shares considered

for deriving basic earnings per share and also the weighted

average number of equity shares that could have been issued

upon conversion of all dilutive potential equity shares.

3.20 Segment Reporting

Operating segments are identified and reported taking into

account the different risk and return, organization structure

and the internal reporting provided to the chief operating

decision maker. The chief operating decision maker, who

is responsible for allocating resources and assessing

performance of the operating segments allocates resources

and assess the operating activities, financial results, forecasts,

or plans for the segment.

4. Critical accounting judgments, assumptions and key sources of estimation and uncertainty

The preparation of the financial statements in conformity with

the measurement principle of Ind AS requires management

to make estimates, judgments and assumptions. These

estimates, judgments and assumptions affect the application

of accounting policies and the reported amounts of assets and

liabilities, the disclosures of contingent assets and liabilities

at the date of the financial statements and reported amounts

of revenues and expenses during the period. Accounting

estimates could change from period to period. Actual results

could differ from those estimates. Appropriate changes

in estimates are made as management becomes aware

of changes in circumstances surrounding the estimates.

Differences between the actual results and estimates are

recognized in the year in which the results are known /

materialized and, if material, their effects are disclosed in the

notes to the financial statements.


75


Application of accounting policies that require significant

areas of estimation, uncertainty and critical judgments and

the use of assumptions in the financial statements have

been summarized below. The key assumptions concerning

the future and other key sources of estimation uncertainty at

the balance sheet date, that have a significant risk of causing

a material adjustment to the carrying amount of assets

and liabilities within the next financial year have also been

summarised here under:

4.1 Depreciation / amortization and impairment on property, plant and equipment / intangible assets.

Property, plant and equipment and intangible assets are

depreciated/ amortized on straight-line basis over the

estimated useful lives (or lease term if shorter) in accordance

with Schedule II of the Companies Act, 2013, taking into

account the estimated residual value, wherever applicable.

The Company reviews the estimated useful lives of the assets

regularly in order to determine the amount of depreciation

/ amortization and amount of impairment expense to be

recorded during any reporting period.

The company reviews its carrying value of its Tangible and

Intangible Assets whenever there is objective evidence that

the assets are impaired. In such situation Assets’ recoverable

amount is estimated which is higher of asset’s or cash

generating units (CGU) fair value less cost of disposal and

its value in use. In assessing value in use the estimated

future cash flows are discounted using pre-tax discount

rate which reflect the current assessment of time value of

money. In determining fair value less cost of disposal, recent

market realisations are considered or otherwise in absence

of such transactions appropriate valuations are adopted.

The reassessment may result in change due to variation in

estimates assumption in future period.

4.2 Leases and classification of leases

The company enters into various lease arrangements. The

determination of lease and classification of the arrangement

as a finance lease or operating lease is based on assessment

of several factors, including but not limited to transfer of

ownership of assets at the end of the lease term, lessee’s

option to purchase and estimated certainty of exercising such

option and proportion of present value of minimum lease

payments to fair value of leasehold assets.

4.3 Impairment allowances on trade receivables

The Company evaluates whether there is any objective

evidence that trade receivables are impaired and determines

the amount of impairment allowance as a result of the inability

of the customers to make required payments. The Company

bases the estimates on the ageing of the trade receivables

balance, credit-worthiness of the trade receivables and

historical write-off experience and these factors are subject

to variations leading to consequential impact on the amounts

considered in the financial statement.

4.4 Income taxes

Management judgment is required for the calculation of

provision for income taxes and deferred tax assets and

liabilities. Availability of future taxable profits against which tax

losses carried forward can be used also involves management

judgement. The factors used in estimates may differ from

actual outcome which could lead to significant adjustment to

the amounts reported in the financial statements.

4.5 Defined benefit obligation (DBO)

Critical estimate of the DBO involves a number of critical

underlying assumptions such as standard rates of inflation,

mortality, discount rate, anticipation of future salary increases

etc. as estimated by Independent Actuary appointed for this

purpose by the Management. Variation in these assumptions

may significantly impact the DBO amount and the annual

defined benefit expenses.

4.6 Derivatives

The Company enters into derivative financial instruments,

primarily foreign exchange forward contracts, to manage its

exposure to foreign exchange risks.

Derivatives are initially recognised at fair value and are

subsequently re-measured to their fair value at the end

of each reporting period. The resulting gains / losses is

recognised in the statement of profit and loss.

4.7 Provisions and Contingencies

Provisions and liabilities are recognized in the period when

it becomes probable that there will be a future outflow of

funds resulting from past operations or events and the

amount of cash outflow can be reliably estimated. The timing

of recognition and quantification of the liability requires the

application of judgment to existing facts and circumstances,

which can be subject to change.

Management judgment is required for estimating the possible

outflow of resources, if any, in respect of contingencies/claim/

litigations/ against the Company as it is not possible to predict

the outcome of pending matters with accuracy.

The carrying amounts of provisions and liabilities and

estimation for contingencies are reviewed regularly and

revised to take account of changing facts and circumstances.


76


5. Property, Plant and EquipmentAs at March 31, 2019

(H in Lakhs)

ParticularsFreehold

landLeasehold

land Buildings

Plant and Equipments

Furniture and Fixtures

Motor Vehicles

Office Equipment

Electrical Installation

Roads Total

Gross Carrying AmountAs at April 1, 2018 4,848.92 2,543.12 14,865.97 13,893.56 552.34 669.79 216.77 485.54 727.99 38,804.00 Additions - - 21.86 880.57 - 119.39 13.20 - - 1,035.02

Disposals / Other adjustments - - - 14.30 0.07 83.47 7.43 - - 105.27

As at March 31, 2019 4,848.92 2,543.12 14,887.83 14,759.83 552.27 705.71 222.54 485.54 727.99 39,733.75 Accumulated DepreciationAs at April 1, 2018 - 77.37 920.62 3,482.20 134.10 111.15 99.31 89.88 183.95 5,098.58 Charge for the period - 32.75 567.56 1,757.78 67.85 110.67 30.11 56.43 124.46 2,747.61

Disposals / Other adjustments - - - 8.00 0.01 45.29 6.09 - - 59.39

As at March 31, 2019 - 110.12 1,488.18 5,231.98 201.94 176.53 123.33 146.31 308.41 7,786.80 Net carrying amountAs at March 31, 2018 4,848.92 2,465.75 13,945.35 10,411.36 418.24 558.64 117.46 395.66 544.04 33,705.42 As at March 31, 2019 4,848.92 2,433.00 13,399.65 9,527.85 350.33 529.18 99.21 339.23 419.58 31,946.95

5.1 Plant and Equipments includes gross block of machineries amounting to H27.87 Lakhs (H44.69 Lakhs as at 31.03.2018) and net block

H1.66 Lakhs as at 31.03.2019 (H3.90 Lakhs as at 31.03.2018) lying with converters of finished goods of the company.

5.2 Refer Note - 21 and 25 of the Financial Statement in respect of charge created on property, plant and equipments against borrowings.

6. Goodwill on Amalgamation

7. Other Intangible Assets

(H in Lakhs)




Opening Balance 35,700.41 47,600.54

Less: Amount amortised through Securities Premium 6.1 11,900.13 11,900.13

Closing Balance 23,800.28 35,700.41

(H in Lakhs)




Computer Software Gross Carrying Amount Opening Balance 78.65 77.15

Additions 2.05 1.50

Disposals / Adjustment - -

Closing Balance 80.70 78.65 Accumulated Amortisation Opening Balance 67.06 63.47

Charge for the period 2.73 3.59

Disposals / Adjustment - -

Closing Balance 69.79 67.06 Net Carrying Amount 10.91 11.59

6.1 Goodwill on amalgamation represents amount arising pursuant to Scheme of Arrangement during the financial year 2016-17. In terms

of the above Scheme of Arrangement, the goodwill on amalgamation amounting to H58,120.40 Lakhs is amortised over a period of

five years against the Securities Premium account.


77


9. Loans (at Amortised Cost)

10. Other Financial Assets (Carried at amortised cost)

8. Non Current Investments (Long-Term)

(H in Lakhs)




Unsecured, Considered Good Loans and Advances to Employees 9.1 17.95 16.82

17.95 16.82

(H in Lakhs)




Fixed Deposit with Banks 10.1 95.48 159.59

(Including Interest accrued thereon)

Security Deposits 303.34 357.15

Government Grants receivable against Capital Investment 10.2 643.23 643.23

1,042.05 1,159.97

(H in Lakhs)

Particulars As at


March 31, 2018

10.1 Fixed Deposits with banks kept as margin money against guarantees issued by banks

on behalf of the company to third parties or against lien marked, out of the above

82.51 159.59

(H in Lakhs)




Unquoted Bond (at Amortised Cost) Rural Electrification Bond (5000 Nos of H1000 each) - 50.00

- 50.00 Equity Shares of J10 each (at FVTPL) Bengal Anmol South City Infrastructure Limited - 5.64

(28200 nos. of shares) - Fully impaired during the year.

Baid Holding Private Limited (375000 no. of shares) 331.40 329.76

331.40 335.40 Total 331.40 385.40

9.1 Loans and advances to employees have been granted for personal purposes as per the company’s policy in this respect.

10.2 Government grant receivable for capital investment represents capital subsidy claimed in terms of the incentive scheme, pending

recovery thereof.


78


11. Other Non-Current Assets (H in Lakhs)




Unsecured Considered Good Capital Advances 102.13 13.14

Others Balances with Government Authorities 36.30 36.30

138.43 49.44 Considered Doubtful Capital Advances 24.00 34.75

Less: Allowance for Doubtful Advances 11.1 24.00 34.75

- - 138.43 49.44

11.1 The movements in Impairment Allowance for doubtful advances in respect of capital advances during the year are as follows

(H in Lakhs)




Balance at the beginning of the year 34.75 36.50

Add - Recognised during the year 2.00 -

Less - Reversal during the year 33 (12.75) (1.75)

Balance at the end of the year 24.00 34.75

(H in Lakhs)





Recognised during the year 40 5.00 32.25

Reversal during the year - -


12. Inventories (At cost or net Realisable value whichever is lower) (H in Lakhs)




(As valued and certified by the Management)

Raw Materials 1,282.06 1,084.45

Packing Materials 829.65 749.26

Work in Progress 12.97 9.44

Finished Goods 1,156.95 1,760.54

Goods in Transit 152.50 11.68

Stores and Spares & others 624.54 385.06

Less: Provision for Slow Moving Stores and Spares & Others 12.1 (50.00) (45.00)

4,008.67 3,955.43

12.1 The movements in Impairment Allowance for slow moving store materials during the year are as follows

12.2 Refer Note - 21 and 25 of the Financial Statement in respect of charge created on inventories against borrowings.


79


(H in Lakhs)





Recognised during the year 40 3.44 19.48

Reversal during the year 33 (6.89) (5.37)


(H in Lakhs)




Within Credit Period

1-180 Days past due 446.97 325.07

More than 180 days past due 72.74 60.36

Total 519.71 385.43 Current Trade Receivables 519.71 385.43

Total 519.71 385.43

(H in Lakhs)




Considered good 462.80 325.07

Considered doubtful 56.91 60.36

Subtotal 519.71 385.43 Less: Impairment Allowances for Doubtful Receivables 13.2 56.91 60.36

Total 462.80 325.07

13. Trade Receivables (Unsecured, Considered Good, Unless Stated Otherwise)

The average credit period respect of institutional customers ranges between 15 days to 30 days. In respect of wholesaler/ super-stockiest/

distributors the company generally receives the amount in advance.

13.1 Ageing of Trade Receivables is as below:

13.2 The movements in Impairment Allowance for doubtful receivables in respect of trade receivables during the year are as follows:

13.3 Refer Note - 21 and 25 of the Financial Statement in respect of charge created on trade receivables against borrowings.

14. Cash and Cash Equivalents (H in Lakhs)




In Current Accounts with Banks 266.72 552.44

Fixed Deposit with Banks having original maturity of less than 3 month - 500.29

Cash on hand 7.73 29.05

274.45 1,081.78

14.1 Refer Note - 21 and 25 of the Financial Statement in respect of charge created on cash and cash equivalents against borrowings.


80


15. Bank Balances Other than Cash and Cash Equivalents (H in Lakhs)




Other Balances with Banks Fixed Deposits having original maturity of more than 3 months and remaining

maturity of less than 12 months from the reporting date (Including Interest

accrued thereon)

15.1 79.07 78.59

79.07 78.59

(H in Lakhs)




(Unsecured, Considered good) Loans and Advances to Employees 16.1 25.82 23.01

25.82 23.01

(H in Lakhs)




Insurance claim receivable - 0.68

Incentive and Subsidy Receivable 17.1 2,928.84 1,914.19

Fair value of Derivative Instrument - Receivable 1.41 -

Others 8.82 2.13

2,939.07 1,917.00

(H in Lakhs)

Particulars As at


March 31, 2018

15.1 Fixed Deposits with banks kept as margin money against guarantees issued by banks

on behalf of the company to third parties or against lien marked, out of the above

56.89 78.59

15.2 Refer Note - 21 and 25 of the Financial Statement in respect of charge created on bank balances against borrowings.

16. Loans

17. Other Financial Assets

16.1 Loans and advances to employees have been granted for personal purposes as per the company’s policy in this respect.

17.1 Incentive and subsidy receivable includes H2886.73 Lakhs in respect of Indirect Tax refund receivable from State Government of

Orissa and Bihar recognised in continuation of the practice followed prior to the introduction of the Goods and Services Tax (GST),

pending notification by the respective State Government subsequent to the implementation of GST with effect from 1st July 2017. This

is based on the advise that the benefits available under State Vat Act will be continued under GST also.

17.2 Refer Note - 21 and 25 of the Financial Statements in respect of charge created on other current financial assets against borrowings.


81


(H in Lakhs)




Advances other than Capital Advances Advances to suppliers and others 534.93 198.57

Others Balances with Government Authorities 30.1 &

43.1

754.77 887.33

Prepaid Expenses 34.03 23.31

1,323.73 1,109.21

18. Other Current Assets

18.1 Refer Note - 21 and 25 of the Financial Statement in respect of charge created on other current assets against borrowings.

19. Equity Share Capital19 (a)

(H in Lakhs)




Authorised Share Capital: 70,000,000 (Previous Year as at 31st March 2018- 70,000,000) Equity

Shares of H10/- each.

7,000.00 7,000.00

Issued, Subscribed and fully Paid up Share Capital: 6,17,88,540 (Previous Year as at 31st March 2018- 6,17,88,540) Equity

Shares of H10/- each fully paid up.

6,178.85 6,178.85

19 (b) The Company has only one class of Equity Share having par value of H10/- per share. Each holder of Equity Share is entitled to one

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

of the Company, after distribution of all preferential amounts, in proportion to the number of equity shares held by them.

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

Sl No.




Number of Shares Number of Shares

a Shares outstanding at the beginning of the year 61,788,540 12,357,708

b Add : Shares Issued as bonus shares* 19(e) - 49,430,832

c Shares outstanding at the end of the year 61,788,540 61,788,540

Sl No.

Name of the Note No.



Number of Shares Number of Shares

1 Baijnath Choudhary & Family Trust 51,132,585 51,132,585

2 Monarch Shelter Private Limited 7,801,490 7,801,490

*Shares issued against consideration other than Cash.

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

19 (e) The above includes 4,94,30,832 equity shares fully paid-up allotted on 24.02.2018 by way of Bonus Shares.


82


20. Other Equity (H in Lakhs)




Reserves and Surplus : Securities Premium Reserve Opening Balance 34,575.19 46,475.32

Amortisation of goodwill (11,900.13) (11,900.13)

Closing Balance 20.1 22,675.06 34,575.19 General Reserve Opening Balance 2,000.00 1,000.00

Transfer from Retained Earnings 1,000.00 1,000.00

Closing Balance 20.2 3,000.00 2,000.00 Retained Earnings Opening Balance 19,242.87 17,670.89

Profit for the year 9,904.59 8,235.55

Dividends including dividend distribution tax (Refer Note 20.4) (931.12) (743.67)

Bonus Share Issued (Refer Note 19(e)) - (4,943.08)

Transfer from Other Comprehensive Income 14.41 23.18

Transfer to General Reserve (1,000.00) (1,000.00)

Closing Balance 20.3 27,230.75 19,242.87 Items of other comprehensive income: Re-measurement of defined benefit plans Opening Balance - -

Other comprehensive income for the year 14.41 23.18

Transfer to Retained Earnings (14.41) (23.18)

Closing Balance - - Total 52,905.81 55,818.06

Refer Statement of Changes in Equity (SOCE) for movement of changes in reserves.

20.1 Securities Premium Reserve

Securities Premium Reserve represents the amount received in excess of par value of securities and is available for utilisation as

specified under Section 52 of Companies Act, 2013. It also includes an amount of H5,8120.40 Lakhs (net of adjustments carried out on

cancellation/demerger etc.) arising pursuant to scheme of Arrangement during the financial year 2016-17. In terms of the above scheme

of arrangement, the goodwill arising on amalgamation is amortised over a period of five years against the Securities Premium account.

20.2 General Reserve

The general reserve is created from time to time by appropriating profits from retained earnings. The general reserve is created by

a transfer from one component of equity to another and accordingly it is not reclassified to the Statement of profit and loss.

20.3 Retained Earnings

Retained earnings generally represents the undistributed profit/ amount of accumulated earnings of the company. This includes

H459.68 Lakhs (March 31, 2018 H464.40 Lakhs) represented by change in carrying amount of Property, Plant and Equipments being

measured at fair value as on the date of transition to Ind AS. It also includes H14.41 Lakhs (March 31, 2018 H23.18 Lakhs) relating to re-

measurement of defined benefit plans which cannot be reclassified to Statement of Profit and Loss.

20.4 In respect of the year ended March 31, 2018, the shareholders of the company in its Annual General meeting, held on 10.09.2018, has

approved the dividend of H1.25 per equity share each aggregating to H931.12 Lakhs inclusive of dividend distribution tax of H158.76

Lakhs, which was paid during the year ended March 31, 2019.


83


21. Borrowings (At Amortised Cost) (H in Lakhs)




Secured Term Loan From Banks Gross Outstanding Amount 21.1 (a)

to (e)

117.91 3,131.86

Less: Current Maturities of Long Term Debt 27 (55.61) (1,238.75)

62.30 1,893.11 From Others Long term maturities of Finance lease obligations 41 31.57 31.33 Total 93.87 1,924.44

21.1 Term Loan from Banks comprises of the following:

(a) Vehicle loan from ICICI Bank Limited amounting to H Nil (H36.54 Lakhs as on 31.3.18) outstanding at the end of the period

(including H Nil as on 31.03.2019, H36.54 Lakhs as on 31.3.18 being the current maturities included under Other Current Financial

Liabilities) are secured by way of hypothecation of vehicles financed therefrom.

(b) Vehicle Loan from HDFC Bank Limited amounting to H65.35 Lakhs (H85.38 Lakhs as on 31.03.2018) outstanding at the end of the

period (including H21.91 Lakhs as on 31.03.2019, H20.02 Lakhs as on 31.03.2018 being current maturities included under Other

Current Financial Liabilities) are secured by way of hypothecation of vehicles financed therefrom.

The aforesaid loan is repayable in 60 equal monthly installment of H2.24 Lakhs (including interest) each, starting from 07.01.2017.

(c) Vehicle Loan from HDFC Bank Limited amounting to H17.72 Lakhs (H37.29 Lakhs as on 31.3.2018) outstanding at the end of the

period (including H17.72 Lakhs as on 31.03.2019, H19.57 as on 31.03.18 being current maturities included under Other Current

Financial Liabilities) are secured by first charge by way of hypothecation of vehicles financed therefrom.


(d) Vehicle Loan from Yes Bank Limited amounting to H34.85 Lakhs (H49.57 Lakhs as on 31.03.2018) outstanding at the end of the

period (including H15.98 Lakhs as on 31.03.2019, H14.72 Lakhs as on 31.03.2018 being current maturities included under Other

Current Financial Liabilities) are secured by first charge by way of hypothecation of vehicles financed therefrom.


(e) Rupee Term loan from Hong Kong and Shanghai Banking Corporation Ltd. (HSBC) amounting to H Nil (H 2923.07 Lakhs as on

31.03.2018;) outstanding at the end of the period (including H Nil as on 31.03.2019, H1147.88 Lakhs as on 31.03.2018 being current

maturities of the loan included under Other Current Financial Liabilities), has been secured by way of first pari passu charge

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

exclusive charge on entire fixed assets of Anlapatna (Orissa) Plant, first pari passu charge by way of equitable mortgage on

immovable property at Dankuni, West Bengal and second pari passu charge on the entire stocks of raw materials, work in

progress, stores and finished goods, book debts and other current assets both present and future. The applicable Rate of

Interest in respect of above Rupee Term Loan is 8.20% - 8.75% per annum.

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

(i) Rupee Term Loan of H1930.00 Lakhs is repayable in 16 quarterly installments of H120.63 Lakhs each starting from 25.06.2016.

(ii) Rupee Term Loan of H800.00 Lakhs is repayable in 16 equal quarterly installments of H50.00 Lakhs each starting from

22.09.2016.


84


21. Borrowings (At Amortised Cost) (Contd..)

(iii) Rupee Term Loan of H1000.00 Lakhs is repayable in 16 equal quarterly installments of H62.50 Lakhs each starting from

01.02.2018.

(iv) Rupee Term Loan of H1200.00 Lakhs is repayable in 16 equal quarterly installments of H75.00 Lakhs each starting from

23.08.2017.

(v) Rupee Term Loan of H250.00 Lakhs is repayable in 16 equal quarterly installments of H15.63 Lakhs each starting from

13.04.2018.

The above loans have been repaid fully during the year and during the previous year prior to the maturity date.

21.2 Current maturities of long term borrowings have been disclosed under the head “Other Current Financial Liabilities”. [Refer note 27]

(H in Lakhs)




Government Grants for Capital Investment 53.1 183.29 346.46

183.29 346.46

(H in Lakhs)




Provision for Employee Benefits 45(B) 102.11 110.79

102.11 110.79

22. Deferred Income (Non Current)

23. Provisions

24. Deferred Tax Liabilities (Net)The break up of Deferred Tax Assets and Deferred Tax Liabilities are as given below:

(H in Lakhs)

Particulars As at

01.04.2018

Recognised in Statement of Profit

and Loss (income)/loss

Recognised in OCI

(income)/loss

As at 31.03.2019

Deferred Tax Liabilities Property, Plant and Equipments 3,705.95 22.44 - 3,728.39

Employee benefits obligations 24.81 - 7.74 32.55

Others 17.92 (17.93) - (0.01)

Total 3,748.68 4.51 7.74 3,760.93 Deferred Tax Assets Carry Forward of Unused Tax Losses and Tax Credits - (4,274.50) - 4,274.50

Expenses allowable on payment basis under

Income Tax Act, 1961

372.78 157.50 - 215.28

Impairment allowances against financial assets 43.73 (2.02) - 45.75

Expenses allowable on deferred basis under


40.18 21.87 - 18.31

Fair Valuation of Investment (5.65) (0.88) - (4.77)

Others 17.27 17.28 - (0.01)

Total 468.31 (4,080.75) - 4,549.06 Net Deferred Tax (Liabilities)/Assets (3,280.37) (4,076.24) 7.74 788.13


85


(H in Lakhs)

Particulars As at

01.04.2017

Recognised in Statement of Profit

and Loss (income)/loss

Recognised in OCI

(income)/loss

As at 31.03.2018

Deferred Tax Liabilities Property, Plant and Equipments 3,476.31 229.64 - 3,705.95

Employee benefits obligations 12.36 - 12.45 24.81

Others 46.41 (28.49) - 17.92

Total 3,535.08 201.15 12.45 3,748.68 Deferred Tax Assets Expenses allowable on payment basis under


715.46 342.68 - 372.78

Impairment allowances against financial assets 33.06 (10.67) - 43.73

Expenses allowable on deferred basis under


36.28 (3.90) - 40.18

Fair Valuation of Investment (18.38) (12.73) - (5.65)

Others 13.89 (3.38) - 17.27

Total 780.31 312.00 - 468.31 Net Deferred Tax (Liabilities)/Assets (2,754.77) 513.15 12.45 3,280.37

24. Deferred Tax Liabilities (Net) (Contd..)

24.1 The ultimate realisation of the deferred tax assets, carried forward of unused losses and tax credits is dependent upon the generation

of future taxable income. Deferred tax assets including unused tax credit in respect of Minimum Alternate Tax (MAT Credit Entitlement)

is recognised on management’s assessment of reasonable certainty for reversal/ utilisation thereof against future taxable income.

24.2 Deferred tax assets in respect of MAT credit entitlement and unabsorbed tax losses has been recognized during the year ended

31st March, 2019 aggregating to H4,274.50 Lakhs (Previous year H Nil).

24.3 In respect of certain years, deferred tax assets/liability pertaining to unabsorbed tax losses and tax credits amounting to H2,787.83

Lakhs, pending finalisation of the assessment and estimation of the amount available for set off against future taxable income,

following the principle of prudence, the same has not been recognised in these accounts.

(H in Lakhs)




Loans repayable on demand Secured From Banks - Cash Credit facility / Overdraft facility 25.1 437.81 497.03

437.81 497.03

25. Borrowings (At Amortised Cost)

25.1 Cash credit facilities from Yes Bank amounting to H437.81 Lakhs (H497.03 Lakhs as on 31.03.2018) outstanding at the end of the period

is secured by first pari passu charge on all the Current Assets (both Present & Future) and second pari passu charge on all the

movable fixed assets (other than those which are exclusively charged to other term lenders) (both present and future).


86


(H in Lakhs)

Particulars As at


March 31, 2018

(i) Principal amount remaining unpaid at the end of the accounting year 166.03 125.33

(ii) Interest due on above - -

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

(iv) The amount of interest accrued and remaining unpaid at the end of financial year - -

(v) Payment made to supplier beyond the appointed day during the year - -

(H in Lakhs)




Current maturities of Long Term Debts -

Secured Loans

Interest Accrued 21.1 (a)

to (e)

55.61 1,238.75

0.74 1.83

56.35 1,240.58 Other Payables: Security Deposit 15.19 14.11

Retention Money - 0.04

Capital Expenditure 126.64 199.69

141.83 213.84 198.18 1,454.42

27. Other Financial Liabilities

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

extent of information available with the Company are as under:

(H in Lakhs)




For Goods and Services - Dues of micro enterprises and small enterprises 26.1 166.03 125.33

- Dues of creditors other than micro enterprises and small enterprises 4,500.39 6,339.13

4,666.42 6,464.46

(H in Lakhs)




Advance from Customers 881.28 565.93

Statutory Dues-Tax Deducted at source, GST, Service Tax, Sales Tax, Provident

Fund etc.

1,168.00 1,200.68

2,049.28 1,766.61

26. Trade Payables

28. Other Current Liabilities


87


(H in Lakhs)




Provision for Employee benefits 45(B) 344.79 267.07

Provision for Indirect Taxes 30.1 897.91 897.91

Provision for Others 30.2 21.47 1,149.57

1,264.17 2,314.55

(H in Lakhs)




Current Tax Assets (Net) 892.76 -

Current Tax Liabilities (Net) - 312.30

892.76 (312.30)

(H in Lakhs)




Sale of Products 32.1 106,253.59 108,508.78

Other Operating Revenues 32.2 2,167.89 2,228.90

108,421.48 110,737.68

(H in Lakhs)




Government Grants for Capital Investment 53.1 163.17 163.17

163.17 163.17

30. Provisions

31. Current Tax (Assets) / Liabilities (Net)

32. Revenue from Operations

29. Deferred Income (Current)

30.1 Provision of H897.91 Lakhs (including interest H383.81 Lakhs) was made during the FY 2016-17 in respect of sales tax demand raised

by Uttar Pradesh Sales Tax Department pertaining to the years from 2006-07 to 2007-08 for availment of sale tax benefit under

Incentive Scheme, pending final decision of the review petition before the Honourable Supreme Court. Deposit of H514.10 Lakhs

made in the earlier years against the above demand has been shown under balances with government authorities (Refer Note No

18). No payment/utilisation against provision, pending decision of the court, has been done.

30.2 Provision for Others, represents Stamp Duty and other charges, has been made during the year ended 31.03.2017. During the FY

2018-19, a sum of H1128.10 Lakhs has been reversed and credited to the Profit and Loss Account as the amount is no longer payable.


88


32.1 Reconciliation of Revenue from sale of products with contracted price

32.2 Details of Other Operating Revenue

(H in Lakhs)




Contracted Price 111,702.77 113,028.44

Less: Trade Discounts, Volume Rebates, Incentives etc. 5,449.18 4,519.66

106,253.59 108,508.78

(H in Lakhs)




Sale of Scrap and Rejected Materials 413.86 398.13

Export Incentives 57.30 31.74

Subsidy from Government 53 1,696.73 1,765.50

Excise duty on Stock - 33.53

2,167.89 2,228.90

32.3 Goods and service tax (GST) has been implemented w.e.f. 1st July 2017 and therefore, revenue from operation for the financial year

2018-19 is net of GST. Further revenue form operation and expenses for the period from 1st April 2017 to 30th Jun 2017 being inclusive

of excise duty are not comparable with corresponding figures of the current year.

(H in Lakhs)




Interest Income on:- Financial Assets at amortised cost 8.23 9.42

Income Tax Refund 2.79 -

Fixed Deposits with Banks 17.28 64.48

Investment classified at amortised cost 5.11 3.00

Others 0.55 0.43 33.96 77.33

Liabilities/Provisions no longer required written back 1,245.97 186.70

Net Gain on financial asset measured at FVTPL (Realised) 34.35 -

Net Gain/(Loss) on Foreign currency transactions and translation 3.24 -

Income on Derivative transaction 1.41 -

Provision for Doubtful debts adjusted 11.1 & 13.2 19.64 5.37

Other non-operating income 60.17 97.63

1,398.74 367.03

33. Other Income


89


(H in Lakhs)




Opening stock:

As per last Balance Sheet 1,845.39 1,807.46

Add: Purchases 72,841.75 70,060.08

74,687.14 71,867.54 Less: Used for Trial Run and Research Purpose 49.56 69.23

Less: Cost of Sales of Raw/ Packing Materials - 8.65

Less: Closing Stock 2,264.21 1,845.39

Total 72,373.37 69,944.27

(H in Lakhs)




Opening Stock Finished Goods 1,715.58 1,182.53

Work In Progress 9.44 7.81

1,725.02 1,190.34 Less: Closing Stock Finished Goods 1,156.95 1,715.58

Work In Progress 12.97 9.44

1,169.92 1,725.02 555.10 (534.68)

(H in Lakhs)




Inventories recognised as expense : 85,787.39 82,535.24

34. Cost of Materials Consumed

36. Changes in Inventories of Finished Goods, Work in Progress and Stock-in-Trade - (Increase)/Decrease

(H in Lakhs)




Purchases of Stock in Trade - 19.99

- 19.99

35. Purchase of Stock-In-Trade

36.1 Disclosure as required under Ind AS 2 “Inventories”are :


90


(H in Lakhs)




Salaries, Wages and Bonus 37.1 6,196.61 5,421.71

Contribution to provident and other Funds 353.73 324.89

Staff Welfare Expenses 348.56 555.50

6,898.90 6,302.10

(H in Lakhs)




Depreciation and Amortisation 5 & 7 2,750.35 3,039.15

Less: Adjustment on account of Government Grant 22 & 29 163.17 163.17

2,587.18 2,875.98

(H in Lakhs)




Conversion and Job Work Charges 2,622.11 2,343.62

Consumption of Stores and Spares 200.87 168.80

Power and Fuel 4,981.04 4,436.51

Auditors' Remuneration 40.1 26.50 21.25

Directors Sitting Fees 8.40 5.96

37. Employee Benefits Expense

39. Depreciation and Amortisation Expense

40. Other Expenses

37.1 The company has paid the managerial remuneration of H963.02 Lakhs to Managing Directors and Whole Time Directors of the Company

which has exceeded the limit prescribed under section 197 of the Company’s Act 2013 (“the Act”), read with Schedule V of the Act. The

company in its extra-ordinary general meeting dated 26th July, 2019 approved the waiver of excess remuneration so paid.

(H in Lakhs)




Interest Expense: Term Loans 105.21 585.34

Finance Charge on Lease Obligation 41.1 3.60 3.58

Working Capital Loan 114.68 258.54

Other interest 38.1 0.16 64.19

223.65 911.65 Other Borrowing Costs Loan Processing Charges 3.19 1.77

226.84 913.42

38. Finance Costs

38.1 Interest Expense (Others) includes H Nil for the year ending 31st March, 2019 (H62.44 Lakhs for the year ending 31st March, 2018) in

respect of Interest on Income Tax.


91


40. Other Expenses (Contd..) (H in Lakhs)




Rent 40.2 161.76 172.85

Repairs and maintenance :

- Plants & Equipments 637.46 599.53

- Buildings 104.68 142.75

- Others 67.57 72.17

Sales Promotion and Advertising 2,531.36 3,610.21

Carriage outward, distribution 4,765.73 4,128.36

Other selling expenditures 1,175.56 587.30

Insurance 41.88 59.15

Rates and Taxes 93.04 47.75

Research & Development 123.40 104.47

Travelling and Conveyance 807.97 567.09

Legal and Professional Charges 263.80 270.35

Loss on sale and discard of Fixed Assets (Net) 9.84 8.92

Loss on abandonment of project 50 (b) 587.40 -

Net (Gain)/Loss on Foreign currency transactions and translation - 5.06

Bad Debts - 22.73

Provision for doubtful debts 3.44 19.48

Provision for doubtful advances 13.2 2.00 -

Provision for Slow Moving Materials 12.1 5.00 32.25

Corporate Social Responsibility Expenses 49 225.91 242.22

Net (Gain)/Loss on financial asset measured at FVTPL 4.00 55.17

Donations 14.99 13.07

Miscellaneous Expenses 40.3 413.74 479.42

19,879.45 18,216.44

40.1 Auditors’ Remuneration(Exclusive of service tax / GST amount): (H in Lakhs)




Audit Fees 14.50 14.50

For other Services -

- Tax Audit Fees 4.00 4.00

- Certification and Other services 8.00 2.75

26.50 21.25

40.2 The company has certain operating lease arrangements of premises for storage of goods and other commercial purposes. These

leasing arrangements which are cancellable, subject to lock in period as mentioned below, have tenure ranging between 11 months

to 3 years and are usually renewable by mutually agreeable terms. Terms of some of these lease arrangements include escalation

clause for rent and deposit/refund of security deposit etc. Expenditure incurred on account of rent has been recognized in the

Statement of Profit and Loss amounting to H161.76 Lakhs for the year ended 31st March, 2019 (H172.85 Lakhs for the year ending

31st March 2018).


92


The future aggregate minimum lease payments under non-cancellable portion of operating lease are as follows: (H in Lakhs)




Not later than one year 46.20 136.14

Later than one year but not later than three years - 104.19

40.3 Miscellaneous Expenses include Sale tax of H Nil (H12.79 Lakhs for the year ending 31st March 2018), Cenvat H Nil (H40.29 Lakhs for

the year ending 31st March 2018).

41. Obligation under leasesA. Finance Lease disclosures:

The company has certain finance lease arrangements for land taken on lease from government authorities for setting up of factory

premises/office thereon with tenure ranging from 84 years to 90 years. Terms of some of these lease arrangements include escalation

clause for rent.

The net carrying amount of the leasehold land is H2433.00 Lakhs as at March 31, 2019 (March 31, 2018: H2465.75 Lakhs).

Finance Lease Liabilities (H in Lakhs)

Particulars As at March 31, 2019 As at March 31, 2018

Minimum Lease payments

Present value of Minimum Lease

Payments

Minimum Lease payments

Present value of Minimum Lease

Payments

Not later than one year 3.44 0.00 3.37 0.00

Later than one year and not later than five years 13.88 0.00 13.75 0.00

Later than five years 284.14 31.57 287.71 31.33

41.1 Lease payment considered as finance charge H3.60 Lakhs (H3.58 Lakhs for the year ending 31.03.2018). (Note 38)

42. Capital Management

The primary objective of the Company’s capital management is to ensure that it maintains a healthy capital ratio in order to support

its business, have sufficient financial flexibility for borrowing requirements if any in future and maximise shareholder value. The

Company’s objective for managing capital is based on business needs and to provide returns for shareholders and benefits for other

stake holders. The funding requirements is met through a mixture of equity, internal accruals and other long term and short term

borrowings.

The company also monitors capital using gearing ratio which is net debt divided by total capital. The company is not governed by

any externally imposed capital requirements. The gearing ratios are as follows:

42.1 Gearing Ratio (H in Lakhs)

Particulars As at


March 31, 2018

Total Debt (Net of Cash & Cash equivalent) 312.84 2,578.44

Total Equity 34,819.98 25,832.10

Gearing Ratio 0.90% 9.98%


93


(H in Lakhs)

Particulars As at


March 31, 2018

Financial Assets (Current and Non-Current)Measured at Amortised Cost(i) Trade Receivables 462.80 325.07

(ii) Cash & Cash Equivalents 274.45 1,081.78

(iii) Other Bank Balances 79.07 78.59

(iv) Loans 43.77 39.83

(v) Others Financial Asset 3,981.12 3,076.97

Sub-total 4,841.21 4,602.24 Measured at Fair value through profit or loss (FVTPL)(i) Investment in Mutual Funds/ Bonds/Equity Instruments 331.40 385.40

Financial Derivatives 1.41 -

Total 5,174.02 4,987.64 Financial Liabilities (Current and Non-Current)Measured at amortised Cost(i) Borrowings 531.68 2,421.47

(ii) Trade Payable 4,666.42 6,464.46

(iii) Other Financial Liabilities 198.18 1,454.42

Sub-total 5,396.28 10,340.35 Total 5,396.28 10,340.35

42.2 Categories of financial instruments The carrying value and fair value of financial instruments by categories were as follows :

The management considers that the above carrying amounts of financial assets and financial liabilities recognized in the financial

statements approximate their fair values.

Fair Valuation Techniques

The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to

transfer a liability in an orderly transaction between market participants at the measurement date.

The following methods and assumptions were used by the Board to estimate the fair values:

1. The fair value of cash and cash equivalents, trade receivables, trade payables, current borrowings, current financial liabilities and

assets approximate their carrying amount largely due to the short-term nature of these instruments.

2. Long-term debt has been contracted at floating rates of interest, which are reset at short intervals. Fair value of variable interest

rate borrowings approximates their carrying value of such long-term debt subject to adjustments made for transaction cost.

3. Investments traded in active market are determined by reference to the quotes from the Stock exchanges as at the reporting

date. Investments in liquid and short-term mutual funds are measured using quoted market prices/net asset value at the reporting

date. Unquoted investments in shares have been valued based on the historical net asset value as per the latest audited


4. The fair value of forward foreign exchange contract is determined using forward exchange rate at the Balance Sheet date.


94


Fair value hierarchy

The Company categorizes assets and liabilities measured at fair value into one of three levels depending on the ability to observe

inputs employed in their measurement.

The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as at balance

sheet date: (H in Lakhs)

Financial assetsFair value as at



Financial assetsLevel 2Financial Derivatives 1.41 -

Level 3Investment in Unlisted Equity Instruments 331.40 385.40

During the year ended March 31, 2019 and year ended March 31, 2018, there were no transfers between Level 1, Level 2 and Level 3

fair value measurements.

The Inputs used in fair valuation measurement are as follows:

Fair valuation of Financial assets and liabilities not within the operating cycle of the company is amortised based on the borrowing

rate of the company.

Unquoted investments in shares have been valued based on the amount available to shareholder’s as per the latest audited financial

statements. There were no external unobservable inputs or assumptions used in such valuation.

42.3 Financial Risk Factors

The Company’s activities expose it to a variety of financial risks – market risk, credit risk and liquidity risk. The Board of Directors

reviews and approves policies for managing each of these risks, which are summarized below:

42.3.1 Market Risk

Market risk is the risk or uncertainty arising from possible market price movements resulting in fluctuation of the fair value of future

cash flows of a financial instrument. The major components of Market risks are price risk, interest rate risk and foreign currency

exchange risk.

Financial instruments affected by market risk includes borrowings and investments.

a. Foreign Currency Risk

The company does not have significant transaction in foreign currency and as such it is not exposed to foreign currency risk.

Particulars of Unhedged Foreign Exposures as at the Balance Sheet date: (H in Lakhs)

Particulars As at


March 31, 2018

Trade receivables against exports

USD 1.92 0.85

EURO - 0.13

INR 133.16 66.13

Capital Expenditures

EURO - -

INR - -


95


(H in Lakhs)

Interest Rate SensitivityEffect on Profit before tax



INR Borrowings (+0.50) - 0.71

Foreign Borrowing(USD)(+0.25) - -

b. Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in

market interest rates. As of March 31, 2018, substantially all of the Company’s borrowings were subject to floating interest rates,

which are reset at short intervals and to that extent risk arising due to fluctuation thereof is mitigated to certain extent.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and

borrowings affected. With all other variables held constant, the company’s profit before tax is affected through the impact on

floating rate borrowings, as follows:

A decrease in 50 basis point in Rupee Loan and 25 basis point in Foreign Currency Loan would have an equal and opposite

effect on the Company’s financial statements.

c. Price risk

Price risk relates to the company’s current investments which are fair valued through profit and loss. For the year ended

31st March, 2019 the company does not have any current investments and accordingly there is no price risk at present. However

as risk mitigation measures company’s board of directors reviews and approves the investment decisions.

42.4 Credit Risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a

financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables). To manage this, the

management has a policy of taking a substantial amount of advance from the customers and exposure to the remaining credit risk

is monitored on an ongoing basis. The Company periodically assesses the financial reliability of customers, taking into account the

financial condition, current economic trends and ageing of accounts receivable. Individual risk limits are set accordingly.

The Company establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other

receivables. Receivables from customers are reviewed/evaluated periodically by the management and appropriate provisions are

made to the extent recovery there against has been considered to be remote.

The carrying amount of respective financial assets recognised in the financial statements, (net of impairment losses) represents the

Company’s maximum exposure to credit risk. The concentration of credit risk is limited due to the customer base being large and

unrelated.

Financial assets that are neither past due nor impaired

Cash and cash equivalents, investment and deposits with banks are neither past due nor impaired. Cash and cash equivalents with

banks are held with reputed and credit worthy banking institutions.

Financial assets that are past due but not impaired

Trade receivables disclosed include amounts that are past due at the end of the reporting period but against which the Company

has not recognised an allowance for doubtful receivables because there has not been a significant change in credit quality and the

amounts are still considered recoverable.


96


42.5 Liquidity Risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price.

The Company monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by management to

finance the Company’s operations and to mitigate the effects of fluctuations in cash flows.

The following table gives details of the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed

repayment periods. The information included in the tables have been drawn up based on the undiscounted cash flows of financial

liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal

cash flows. The contractual maturity is based on the earliest date on which the Company may be required to pay. (H in Lakhs)

Particulars < 1 year 1 year – 3 yearsMore than 3

yearsTotal

As at March 31, 2019Interest bearing borrowings

(including current maturities)

493.42 62.30 - 555.72

Finance Lease Obligations - - 31.57 31.57

Interest Accrued 0.74 - - 0.74

Security Deposit 15.19 - - 15.19

Retention Money - - - -

Capital Expenditures 126.64 - - 126.64

Trade Payable - - - -

Total 635.99 62.30 31.57 729.86 As at March 31, 2018Interest bearing borrowings (including current

maturities)

1,735.78 1,893.11 - 3,628.89

Finance Lease Obligations - - 31.33 31.33

Interest Accrued 1.83 - - 1.83

Security Deposit 14.11 - - 14.11

Retention Money 0.04 - - 0.04

Capital Expenditures 199.69 - - 199.69

Trade Payable 6,464.46 - - 6,464.46

Total 8,415.91 1,893.11 31.33 10,340.35

Unused Line of Credit (H in Lakhs)

Particulars As at


March 31, 2018

Cash Credit 7048.06 6604.22

The company has internal accruals and current financial assets which will be realised in ordinary course of business. The Company

ensures that it has sufficient cash on demand to meet expected operational expenses.

The company relies on mix of borrowings and operating cash flows to meet its need for funds and ensures that it does not breach

any financial covenants stipulated by the lender.


97


(H in Lakhs)

Particulars As at


March 31, 2018

Estimated amount of Contracts remaining to be executed on capital account and not

provided for (Net of Advances of H98.53 Lakhs (previous year H45.41 Lakhs))

203.96 80.00

43. Contingent Liabilities and Commitment (To the extent not provided for) : (H in Lakhs)

Particulars As at


March 31, 2018

(a) Guarantees issued by Banks on behalf of the Company to third parties 50.51 50.51

Others(b) Certain demands (excluding interest and penalty - to the extent amount not

ascertained) relating to income tax, Excise Duty, Entry Tax, Service Tax and vat/sales

tax, Goods and Services Tax matters pending with various authorities to the extent

ascertainable from the records and details available are as follows:

(i) Disputed income tax matters pending under appeal 2.76 20.06

(ii) Excise Duty - including various show cause/ Demand Notices pending under

appeal (Advance payment of H8.90 lacs netted off with demand)

413.44 677.60

(iii) Disputed VAT/sales tax matters under appeal.

(Advance payment of H83.46 lacs netted off with demand)

137.16 369.82

(iv) Entry Tax 8.54 -

(v) Service Tax 848.61 320.02

(vi) Goods and Service Tax (Advance payment of H1.35 lacs netted off with demand) - -

Total 1,461.01 1,438.00

43.1 During the year 2005-06, the Company had sold wheat (received against supplies made under the World Food Programme of United

Nations) amounting to H2535.20 Lakhs in Punjab. The Company’s net VAT Liability (after setting of VAT input credit) stood at Nil and

hence, the Company did not deposit VAT on the said wheat sales. The Punjab Sales Tax Department has disallowed the VAT Input

credit and thereby raised a demand of H607.50 Lakhs (including penalty and interest). The Company has contested the demand in

VAT Tribunal and also before the Honourable Punjab & Haryana High Court. However, the Honourable Punjab & Haryana High Court

referred back the case to the Excise and Taxation Commissioner, Patiala. Further vide Order dated 31.10.11 passed by Excise and

Taxation officer, the stated demand has been reduced to H328.43 Lakhs, against which the Company had deposited H107.36 Lakhs

in earlier years which is shown under Balances with Government Authorities (Note no. 18). During the financial year 2017-18, Deputy

Excise and Taxation Commissioner (Appeals) has set aside the Order and passed the order in favour of the Company by rendering

the assessment as barred by limitation.

43.2 The Company’s pending litigation comprises of claims against the Company and proceeding pending with tax / statutory / government

authorities. The Company has reviewed all its pending litigations and proceedings and disclosed the contingent liabilities, where

applicable, in its financial statement. The Company does not expect the outcome of these proceedings to have a material impact on

its financial position. Future cash flows of the matters outlined in 43(b) above are determinable only on receipt of judgment / decisions

pending with various forum / authorities.

43.3 Capital Commitment


98


44. Contingent Assets

Contingent asset is a possible asset 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. During the normal course of

business, several unresolved claims are currently outstanding. The inflow of economic benefits, in respect of such claims cannot be

measured due to uncertainties that surround the related events and circumstances.

45. As per Indian Accounting Standard 19 “Employee Benefits” the disclosure of Employee Benefits as defined in the Standards are given below: A) Defined Contribution Scheme: Contribution to defined contribution schemes, recognised for the year are as under:

(H in Lakhs)

Particulars As at


March 31, 2018

Employer's contribution to Provident Fund 56.77 60.94

Employer's contribution to Pension Fund 151.83 138.33

Total 208.60 199.27

(H in Lakhs)

Particulars As at


March 31, 2018

i) Change in the fair value of the defined benefit obligation: Gratuity (Funded) Liability at the beginning of the year 694.22 625.47

Transfer from Gratuity (Unfunded) - 15.32

Interest Cost 53.46 49.34

Current Service Cost 105.61 79.44

Actuarial (gain) / loss on obligations (29.34) (42.11)

Benefits paid (29.95) (33.24)

Liability at the end of the year 794.00 694.22 Gratuity (Unfunded) Liability at the beginning of the year - 15.32

Transfer to Gratuity (Funded) - (15.32)

Liability at the end of the year - - ii) Changes in the Fair Value of Plan Asset Gratuity (Funded) Fair value of Plan Assets at the beginning of the year 445.66 433.33

Expected Return on Plan Assets 34.88 32.82

Contributions by the Company 22.65 3.47

Benefits paid (7.91) (17.48)

Actuarial gain / (loss) on Plan Assets (7.19) (6.48)

Fair value of Plan Assets at the end of the year 488.09 445.66

B) Defined Benefit Scheme:

The employee’s Gratuity scheme are defined benefit plans. The present value of obligations are determined based on actuarial

valuation using projected unit credit method which recognises each period of services as giving rise to additional unit of employee

benefit entitlement and measures each unit separately to build up the final obligation.


99


(H in Lakhs)

Particulars As at


March 31, 2018

Discount Rate 7.7% p.a 7.7% p.a

Salary Escalation Rate 5% p.a 5% p.a

Attrition Rate 5% p.a 5% p.a

Retirement Age (years) 58 years 58 years

Expected Return on Plan Assets 7.7% p.a 7.7% p.a

(H in Lakhs)

Particulars As at


March 31, 2018

iii) Actual return on Plan Asset Gratuity (Funded) Expected return on Plan assets 34.88 32.82

Actuarial gain / (loss) on Plan Assets (7.19) (6.48)

Actual Return on Plan Assets 27.69 26.34 iv) Amount Recognized in Balance Sheet Gratuity (Funded) Liability at the end of the year 794.00 694.22

Fair value of Plan Assets at the end of the year 488.09 445.66

Liability/(Assets) recognised in the Balance Sheet 305.91 248.56 v) Components of Defined Benefit Cost Gratuity (Funded) Current Service Cost 105.61 79.44

Interest Cost 53.46 49.34

Expected Return on Plan Assets (34.88) (32.82)

Net Actuarial (gain) / loss on remeasurement recognised in OCI (22.15) (35.63)

Total Defined Benefit Cost recognised in Profit and Loss and OCI 102.04 60.33 vi) Balance Sheet Reconciliation Gratuity (Funded) Opening Net Liability 248.56 192.14

Transfer from Gratuity (Unfunded) - 15.32

Expenses as above 102.04 60.33

Employers Contribution (22.65) (3.47)

Benefits Paid (Net off) (22.04) (15.76)

Amount Recognized in Balance Sheet 305.91 248.56 Gratuity (Unfunded) Opening Net Liability - 15.32

Transfer to Gratuity (Funded) - (15.32)

Amount Recognized in Balance Sheet - -

B) Defined Benefit Scheme: (Contd..)

Principal Actuarial assumptions as at the Balance Sheet date


100


(H in Lakhs)

Particulars As at


March 31, 2018

Remeasurement - Actuarial loss/(gain) Gratuity (Funded) (22.15) (35.63)

(H in Lakhs)

Particulars As at


March 31, 2018

Gratuity (Funded)For the year ended 31st March, 2019Discount Rate

+1% 68.72 61.84

-1% 80.05 72.21

Salary Growth Rate

+1% 81.44 73.44

-1% 70.98 63.87

Withdrawal Rate

+1% 7.39 15.43

-1% 7.79 17.31

(H in Lakhs)

Particulars As at


March 31, 2018

Gratuity :Within 1 year 88.42 53.63

1-2 year 55.53 39.32

2-3 year 40.81 51.55

3-4 year 44.20 57.55

4-5 year 66.52 42.82

5-10 years 318.50 583.37

Total 613.96 828.24

(H in Lakhs)

Particulars As at


March 31, 2018

Gratuity (Funded)Current Liability (within 12 months) 88.42 -

Non- Current Liability 217.49 248.57

Recognised in Other Comprehensive Income

Sensitivity analysis

Estimate of expected benefit payments (In absolute terms i.e. undiscounted)

The above sensitivity analysis is based on a change in an assumption while holding all other assumptions constant. In practice, this is

unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit

obligation to significant actuarial assumptions the same method (projected unit credit method) has been applied as when calculating

the defined benefit obligation recognised within the Balance Sheet.


101


(H in Lakhs)

Particulars As at


March 31, 2018

Weighted average duration in years 14.29 15.64

(H in Lakhs)

Particulars As at


March 31, 2018

Average number of people employed (Gratuity Funded) 2,354 2,232

Maturity profile of defined benefit obligation

Notes: (As certified by Independent Actuary)

1 Assumptions relating to future salary increases, attrition, interest rate for discount and overall expected rate of return on assets

have been considered based on relevant economic factors such as inflation, seniority, promotion, market growth and other

factors as applicable to the period over which the obligation is expected to be settled.

2 The expected return on Plan assets is based on market expectation at the beginning of the year. The rate of return on long term

Government Bonds is taken as reference for this purpose.

3 In respect of Funded Gratuity, the funds are managed by the insurer and therefore the percentage or amount that each major

category constitutes the fair value of total plan assets and effect thereof on overall expected rate of return on asset is not

ascertainable.

46. The company operates in one business segment of food products comprising of Biscuits and other Bakery Products and requirements

of segmental disclosure information is not applicable to the company.

47. Related Party Disclosure

Related party disclosure as identified by the management in accordance with the Indian Accounting Standard (Ind AS) 24 on “Related

Party Disclosures” are as follows:

A Name of the Related Parties and description of relationship i) Key Management Personnel (KMP)

1 Mr. Biswanath Choudhary - Whole Time Director (with effect from 19.05.2017)

2 Mr. Bimal Kumar Choudhary - Managing Director (with effect from 19.05.2017)

3 Mr. Dilip Kumar Choudhary - Whole Time Director (with effect from 19.05.2017)

4 Mr. Gobind Ram Choudhary - Managing Director (with effect from 07.03.2017)

5 Mr. Vikash Choudhary - Managing Director (upto 19.04.2017)

6 Mr. Deepak Choudhary - Whole Time Director (upto 19.04.2017)

7 Mr. Ankit Choudhary - Director (upto 31.05.2017)

8 Mr. Sunil Kumar Agarwal - Independent Director (with effect from 24.02.2018)

9 Mr. Sumit Malhotra - Independent Director (with effect from 10.07.2017)

10 Ms. Mamta Binani - Independent Director (with effect from 10.07.2017)

11 Mr. Pawan Kumar Agarwal - Independent Director (from 23.03.2015 upto 23.05.2017)

12 Mr. Pranab Kumar Maity - Independent Director (from 23.03.2015 upto 23.05.2017)

13 Mr. Debanjan Mondal - Independent Director (from 23.04.2018)

14 Mr. Poonam Chandra Tibrewal - Chief Financial Officer (with effect from 21.04.2017)

15 Mr. Brundaban Behera - Company Secretary (with effect from 21.04.2017)


102


ii) Relatives of the KMP

1 Mr. Baijnath Choudhary 6 Mr. Aman Choudhary

2 Mr. Vikash Choudhary - (with effect from 19.05.2017) 7 Miss. Surabhi Choudhary

3 Mr. Deepak Choudhary - (with effect from 19.05.2017) 8 Mr. Keshav Choudhary

4 Mr. Sunil Choudhary 9 Miss. Palak Choudhary

5 Mr. Ankit Choudhary

iii) Enterprises where KMP / Relatives of KMP have significant influence or control

1 Anant Udyog LLP 14 Jamboodweep Finance Private Limited

2 Anmol Hi-Cool LLP 15 Juhi Garments Suppliers Private Limited

3 Anmol Projects Private Limited 16 Jyotim Constructions LLP

4 Anumati Consultancy & Services Private Limited 17 Monarch Shelter Private Limited

5 Baid Holdings Private Limited 18 Mukund Nirman LLP

6 Baijnath Choudhary Charitable Trust 19 Puneet Mercantile LLP

7 Bansal Cement Private Limited 20 Radhey Realtors LLP

8 Choudhary Realtors LLP 21 Rajmandir Estates Private Limited

9 Delta Nirman LLP 22 Satyam Financial Advisory Private Limited

10 Devesh Management Services Private Limited 23 SKG Land Developers LLP

11 Gangaur Properties Private Limited 24 Tip Top Nirman LLP

12 Investors Nirman LLP 25 Urban Nirman LLP

13 J4F Nutriplus Private Limited 26 Wonderland Realtors LLP

B The Company’s related party transactions during the year and outstanding balance as at the close of the year are as follows:

(H in Lakhs)

Sl. No.

Nature of Transaction KMP and Relatives

of KMP

Enterprises where KMP/relatives of

KMP have significant influence or control

i) OTHER INCOMERent ReceivedFor the year ending 31st March 2019Jyotim Constructions LLP - 0.12

Urban Nirman LLP - 0.12

Tip Top Nirman LLP - 0.12

Mukund Nirman LLP - 0.12

Wonderland Realtors LLP - 0.12

Sub Total - 0.60 For the year ending 31st March 2018Jyotim Constructions LLP - 0.12




Wonderland Realtors LLP - 0.12

Sub Total - 0.60


103


(H in Lakhs)

Sl. No.


of KMP



ii) EMPLOYEE BENEFIT & TRAINING EXPENSESFor the year ending 31st March 2019Mr. Bimal Kumar Choudhary 240.78 -

Mr. Dilip Kumar Choudhary 240.78 -

Mr. Biswanath Choudhary 240.78 -

Mr. Gobind Ram Choudhary 240.68 -

Mr. Sunil Choudhary 120.78 -

Mr. Ankit Choudhary 120.78 -

Mr. Vikash Choudhary 120.78 -

Mr. Deepak Choudhary 120.78 -

Mr. Aman Choudhary 60.39 -

Mr. Poonam Chandra Tibrewal 42.39 -

Miss. Palak Choudhary 6.14 -

Mr. Keshav Choudhary 30.29 -

Miss. Surabhi Choudhary 11.35 -

Mr. Brundaban Behera 16.71 -

Sub Total 1,613.41 - For the year ending 31st March 2018Mr. Bimal Kumar Choudhary 232.50 -

Mr. Dilip Kumar Choudhary 232.50 -

Mr. Biswanath Choudhary 232.50 -

Mr. Baijnath Choudhary 20.00 -

Mr. Gobind Ram Choudhary 235.20 -

Mr. Sunil Choudhary 112.26 -

Mr. Ankit Choudhary 112.76 -

Mr. Vikash Choudhary 112.48 -

Mr. Deepak Choudhary 112.30 -

Mr. Aman Choudhary 82.70 -


Miss. Palak Choudhary 40.55 -

Mr. Keshav Choudhary 62.66 -

Miss. Surabhi Choudhary 44.23 -


Sub Total 1,689.54 - iii) FINANCE COST

Interest ExpenseFor the year ending 31st March 2019 - -

Sub Total - - For the year ending 31st March 2018Anmol Hi-Cool LLP - 4.86

Anumati Consultancy and Services Private Limited - 3.51

Baid Holdings Private Limited - 7.79

Delta Nirman LLP - 7.53

Devesh Management Services Private Limited - 4.26

47. Related Party Disclosure (Contd..)


104


(H in Lakhs)

Sl. No.


of KMP



Jamboodweep Finance Private Limited - 4.28

Juhi Garment Suppliers Private Limited - 1.60

Investors Nirman LLP - 6.09

J4F Nutriplus Private Limited - 2.74

Choudhary Realtors LLP - 15.38

Monarch Shelter Private Limited - 1.18


Puneet Mercantile LLP - 1.54

Rajmandir Estates Private Limited - 6.88

Radhey Realtors LLP - 6.05

Satyam Financial Advisory Private Limited - 0.23


Gangaur Properties Private Limited - 4.39

Sub Total - 81.67 iv) OTHER EXPENSESa) Corporate Social Responsibility Expense

For the year ending 31st March 2019Baijnath Choudhary Charitable Trust - 33.68

For the year ending 31st March 2018Baijnath Choudhary Charitable Trust - 49.00

Sub Total - -b) Repairs expense

For the year ending 31st March 2019 - -

For the year ending 31st March 2018Bansal Cement Private Limited - 1.43

c) Legal and Professional chargesFor the year ending 31st March 2019Anant Udyog LLP - 3.00

For the year ending 31st March 2018Anant Udyog LLP - 3.14

d) Director Sitting feesFor the year ending 31st March 2019Mrs. Mamta Binani 3.200 -

Mr. Sumit Malhotra 1.800 -

Mr. Debanjan Mondal 1.400 -

Mr. Sunil Kumar Agarwal 2.000 -

Sub Total 8.400 - For the year ending 31st March 2018Mrs. Mamta Binani 2.200 -

Mr. Sumit Malhotra 2.200 -

Mr. Pawan Kumar Agarwal 0.580 -

Mr. Pranab Kumar Maity 0.580 -

Mr. Sunil Kumar Agarwal 0.400 -



105


(H in Lakhs)

Sl. No.


of KMP



Sub Total 5.960 - v) Loans and Advances given to Key Managerial Personnel


For the year ending 31st March 2018Mr. Bimal Kumar Choudhary 100.0 -

vi) Refund of Loans GivenFor the year ending 31st March 2019 - -

For the year ending 31st March 2018 -

Mr. Bimal Kumar Choudhary 100.0

vii) Loans Taken For the year ending 31st March 2019 - -

For the year ending 31st March 2018Rajmandir Estates Private Limited - 507.00


Sub Total - 600.00 viii) Repayment of Loans


For the year ending 31st March 2018Anmol Hi-Cool LLP - 68.42

Anumati Consultancy and Services Private Limited - 309.05

Baid Holdings Private Limited - 357.94


Devesh Management Services Private Limited - 106.94

Jamboodweep Finance Private Limited - 85.35

Juhi Garment Suppliers Private Limited - 30.52

Investors Nirman LLP - 84.47

Choudhary Realtors LLP - 219.30


Puneet Mercantile LLP - 21.37

Rajmandir Estates Private Limited - 1,175.08

Radhey Realtors LLP - 83.91

Satyam Financial Advisory Private Limited - 3.39



J4F Nutriplus Pvt. Ltd. - 31.49

Monarch Shelter Private Limited - 13.60

Sub Total - 3,031.93 ix) Dividend Paid

For the year ending 31st March 2019Baijnath Choudhary & Family Trust - 639.16

Anmol Projects Pvt. Ltd. - 7.36


Anmol Hi-Cool LLP - 2.22

Monarch Shelter Pvt Ltd. - 97.52



106


(H in Lakhs)

Sl. No.


of KMP




Puneet Mercantile Pvt Ltd. - 0.52

SKG Land Developers LLP - 19.98



Sub-total 0.07 772.01 For the year ending 31st March 2018 - -

Baijnath Choudhary & Family Trust - 511.33

Anmol Projects Pvt. Ltd. - 6.16


Anmol Hi-Cool LLP - 1.78

Monarch Shelter Pvt Ltd. - 78.01


Puneet Mercantile Pvt Ltd. - 0.42

SKG Land Developers LLP - 15.99

Sub-total - 617.89

(H in Lakhs)

Sl. No.


of KMP



(i) TRADE & OTHER RECEIVABLESAs at 31st March 2019 - -

As at 31st March 2018Wonderland Realtors LLP - 0.010



Jyotim Constructions LLP - 0.010


Sub-Total - 0.050 (ii) Other Current Financial Liabilities

As at 31st March 2019Anant Udyog LLP - 0.17

As at 31st March 2018Anant Udyog LLP - 0.30

(iii) Trade PayablesAs at 31st March 2019 - -

As at 31st March 2018Bansal Cement Private Limited - (0.30)

Outstanding Balances with Related Parties:



107



47.1 The above related party information have been disclosed to the extent such parties have been identified by the management on the

basis of the information available. This has been relied upon by the auditors.

47.2 During the year no amounts have been written off or written back in respect of debts due from or to related parties.

Details of compensation paid to KMP during the year are as follows: (H in Lakhs)

Particulars As at


March 31, 2018

Short-term employee benefits 1,613.41 1,689.54

Post-employment benefits* - -

Other long-term benefits* - -

(H in Lakhs)

Particulars As at


March 31, 2018

(a) Profit after Tax (H in Lakhs) 9,904.59 8,235.55

(b) Profit after tax (H in Lakhs) 9,904.59 8,235.55

(c) Weighted average number of Equity Shares 61,788,540 61,788,540

(d) Earnings per share Basic and Diluted (H) 16.03 13.33

(e) Face value per Equity Share (H) 10.00 10.00

(H in Lakhs)

Particulars As at


March 31, 2018

a) CSR amount required to be spent as per Section 135 of the Companies Act, 2013. 212.75 164.40

212.75 164.40 b) Details of Amount spent towards CSR given below:

I) Construction/ Acquisition of assets - -

II) On purposes other than above :

i) Promoting Education, healthcare, hunger eradication, Safe drinking water etc. 161.72 105.41

ii) Enhancing Rural Livelihoods by way of Social welfare, Animal Welfare, Sports and

Cultural Activities.

64.19 136.81

225.91 242.22 c) Details of amount spent towards CSR :

Paid in Cash

- in respect of current year 225.44 164.40

- in respect of earlier years 0.47 77.82

Yet to be paid in Cash

- in respect of current year - -

- in respect of earlier years - 0.47

d) Out of note (b) above, H33.68 Lakhs (Previous Year H49.00 Lakhs) is spent through

Baijnath Choudhary Charitable Trust which are related parties (Refer Note - 47).

*Post-employment benefits and other long-term benefits have been disclosed based on actual payment made on retirement/resignation of services, but does not

includes provision made on actuarial basis as the same is available for all the employees together.

48. Details of Earning per Share

49. Corporate Social Responsibility Expenditure :

108



50. (a) Capital Work in Progress (CWIP) includes Plant and Equipments, Construction of Building and other assets under installation &

construction and other expenditure incurred pending completion thereof.

(b) The Rusk Plant at Sambalpur was under installation and cost incurred pending completion and commercial production was shown

under Capital Work-in-progress as on 31.03.2018. The commercial feasibility of the product and required quality parameters etc.

could not be established and the project has been determined to be unviable and has been decided to be abandoned. Loss of

H587.40 Lakhs arising in this respect has been charged out in the Statement of Profit and Loss Account.

(H in Lakhs)



March 31, 2018

Current taxIn respect of current year 2,383.38 4,187.12

In respect of prior years (912.35) (406.63)

Total Current tax expense recognised during the year 1,471.03 3,780.49 Deferred tax

In respect of current year (4,076.24) 513.15

Total Deferred tax expense recognised during the year (4,076.24) 513.15 Total Tax expense recognised during the current year (2,605.21) 4,293.64

(H in Lakhs)



March 31, 2018

Profit before tax 7,299.38 12,529.19

Applicable Tax Rate 34.94% 34.61%

Income tax expense calculated as per applicable tax rate 2,550.70 4,336.10 Less : Effect of income Exempt from taxation/ deductible for computing taxable profit

Adjustment in respect of current income tax relating to earlier years (net of impact of

deferred tax, if any)

(27.49) (105.55)

Deferred Tax Asset on account of unused tax loss and credits. (4,274.50) -

Provision of income tax in earlier years being written back on assets account. (884.86) -

Dividend - (0.98)

Effect of other adjustments (21.81) (14.38)

Add : Effect of expenses that are not deductible in determining taxable profit

Donation and Corporate Social Responsibility Expenses 52.76 60.71

Expenses disallowed under Income Tax Laws - 17.74

Income tax expense recognised in Statement of Profit and Loss (2,605.21) 4,293.64

51. Components of Tax Expense:

Statement of Tax Shelter/ Reconciliation of Income tax expense for the year with accounting profit is as follows:

Taxable Income differs from ‘profit before tax’ as reported in the statement of profit and loss because of items of income or expense that

are taxable or deductible in other years and items that are not taxable or deductible. Details in this respect are as follows:


109


(H in Lakhs)



March 31, 2018

Subsidy from Bihar State Electricity Board/ Provident Fund (recognised as other operating

revenue (Refer Note 32.2)

- 15.80

VAT / SGST Subsidy (recognised as other operating revenue (Refer Note 32.2) 1,696.73 1,749.70

Total 1,696.73 1,765.50

52. Disclosure of loans, Investments and Guarantees covered under section 186(4) of the Companies Act’2013 :

i) Details of Investment are given under Note. 8

ii) The company has not given any Loans & Corporate guarantees during the year, hence details are not required.

53. Details of government Subsidy:

53.1 During the earlier years, H1230.00 Lakhs was received / accrued towards capital subsidy for the setting up of factories in various

states in accordance with the respective State Industrial Policy. Out of this, an amount of H163.17 Lakhs (31st March 2018 - H163.17

Lakhs) has been credited to the Statement of Profit and Loss (by reducing the depreciation charge for the year) and the outstanding

amount of H346.46 Lakhs (31st March 2018 - H509.63 Lakhs) has been classified as Deferred Income in the balance sheet (Refer Note

- 22 and 29).

54. On 06.09.2019 the Board of Directors has recommended payment of dividend @ 5% (H0.50/- per equity share) on the paid-up share

capital of the company for the financial year 2018-2019 subject to approval of members at the ensuing Annual General Meeting.

If approved, the dividend would result in a cash outflow of H372.45 Lakhs inclusive of dividend distribution tax of H63.51 Lakhs.

55. These financial statements have been approved by the Board of Directors of the Company on 06.09.2019.





ANMOL INDUSTRIES LIMITEDCIN: U15412WB2009PLC139597

Regd. Off.: 229, A.J.C. Bose Road, Unit 3A, 3B, 3C & 3D, Crescent Tower, 3rd Floor, Kolkata 700020, West Bengal

ATTENDANCE SLIP

Form No. MGT-11 Proxy form

I hereby record my presence at the 10th Annual General Meeting of the Company held on 30th September 2019 at the Registered Office

of the Company at 229, A.J.C. Bose Road, Unit 3A, 3B, 3C & 3D, Crescent Tower, 3rd Floor, Kolkata 700020, West Bengal at 10.00 A.M.

Full name of the shareholder __________________________________________________ Signature _______________________

Folio No. _________________________________________

Full name of the Proxy _______________________________________________________ Signature _______________________

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN: U15412WB2009PLC139597

Name: Anmol Industries Limited

Regd. Off.: 229, A.J.C. Bose Road, Unit 3A, 3B, 3C & 3D,

Crescent Tower, 3rd Floor, Kolkata 700020, West Bengal

I/We being a member(s) of _________ shares of the above named company, hereby appoint

1. Name : _________________________________ Address: _____________________________________________________

E-mail Id: _______________________________ Signature: _________________________________ or failing him

2. Name : ______________________________________ of ______________________________________________________

E-mail Id: _______________________________ Signature: _________________________________ or failing him

3. Name : ______________________________________ of ______________________________________________________

E-mail Id: _______________________________ Signature: _________________________________

Name of the member(s):

Registered address:

E- mail Id:

Folio No./Client ID

DP ID:

and whose signatures are appended below as my / our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 10th

Annual General Meeting of the Company to be held on the 30.09.2019 at 10.00 A.M. at 229, A.J.C. Bose Road, Unit 3A, 3B, 3C & 3D,

Crescent Tower, 3rd Floor, Kolkata 700020, West Bengal, and at any adjournment thereof in respect of such resolutions as are indicated

below:

*I wish my above proxy to vote in the manner as indicated below:

Signed this ___ day of ____________2019. Signature of shareholder

Signatures of proxy holders:

1. _________________________________ 2.________________________________

3. _________________________________

Notes:

1. The proxy form duly signed across the Revenue Stamp must be deposited at the Registered Office of the Company not less than 48

hours before the time of the meeting.

2. A proxy need not be a member of the Company.

3. * This is only optional. Please put a ‘X’ in the appropriate column against the resolutions indicated in the Box. If you leave the

‘For’ or ‘Against’ column blank against any or all the resolutions, your proxy will be entitled to vote in the manner as he/she thinks

appropriate.

4. Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.

Resolutions For Against

1. Consider and adoption of Audited Financial Statements for the FY 2018 -2019

2. Declaration of Dividend @Re. 0.50/- per share

3. Re –appointment of Mr. Dilip Kumar Choudhary who retires by rotation

4. Re –appointment of Mr. Biswanath Choudhary who retires by rotation

Affix

Rupee 1/-

Revenue

Stamp

www.anmolindustries.com

229, A.J.C. Bose Road, Unit 3A, 3B, 3C & 3D, Crescent Tower,

3rd Floor, Kolkata - 700020

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