board of directors registered office auditors
TRANSCRIPT
BOARD OF DIRECTORS
SHRI ABHAY KANORIA, Chairman & Managing Director
SHRI U.G. PATEL
SHRI V.B. HARIBHAKTI
SHRI UDDHAV KANORIA - President & Whole-time Director
SHRI SANAT SHIRALI
SHRI N. AHMEDALI
SHRI SUJAY BANARJI
AUDITORS
RAY & RAY
Chartered Accountants
BANKERS
AXIS BANK
HDFC BANK
REGISTRARS & SHARE TRANSFER AGENTS
Canbank Computer Services Ltd.,
# 218, J.P. Royale, 1st Floor,
2nd Main Sampige Road
(Near 14th Cross), Malleswaram
Bengaluru - 560 003
Phone : 080-23469661/62 & 23469664/65
Fax : 080-23469667/68
E-mail : [email protected]
REGISTERED OFFICE
No. 41, 3rd Cross, V Block
Rajajinagar
Bengaluru - 560 010
Karnataka.
MANUFACTURING PLANTS
Plot No.4, Peenya Industrial Area
Phase II, Peenya
Bengaluru - 560 058
Karnataka.
Kharchi - Bilwara
Taluk Jhagadia
District Bharuch
Gujarat.
CONTENTS PAGE
PHARMACEUTICALS
FURNISHING FABRICS
With effect from 12th November 2014
Our Company which is listed with
OTCEI has been moved to
DISSEMINATION BOARD OF BSE
(BSE-DB) as per SEBI circulars.
Report of Directors
Auditor's Report - Standalone
Standalone Balance Sheet
Standalone Statement of Profit & Loss
Standalone Notes to Balance Sheet
Standalone Cash Flow Statement
Standalone Notes to Account and Significant Accounting Policies
Auditor's Report - Consolidated
Consolidated Balance Sheet
Consolidated Statement of Profit & Loss
Consolidated Cash Flow Statement
Consolidated Notes to Accounts and Significant Accounting Policies
1
15
18
19
20
27
29
37
38
39
40
42
4. FINANCIAL HIGHLIGHTS AND OPERATIONS
The consolidated Sales & Operating income during the year (nine months ended) under review was Rs.8408 lakhs as
compared to Rs.10139 lakhs (12 months ended) in the previous year. The consolidated operating profit for the year was Rs.25 lakhs (nine months ended) as against Rs.(142) lakhs in the previous year (12 months ended). On an annualized basis, the sales would have been Rs.11079 lakhs, showing a growth of 9%.
Your Directors are confident that in the forthcoming year and with all the measures taken, your company will show significant growth and improved profitability.
During the previous year your Company had launched six
products in various segments. These products are doing well and one of the products has received Best Launch Award from AWACS.
In the year under review, your Company has launched four products in the segments of Vitamins, Respiratory and one Anti-diabetics in sustained release form.
On the Export front your Company has significantly participated in the WHO Tender and other Tenders for supply to various countries like Conga, Denmark, Libya, Cambodia, Myanmar, Venezuela, South Africa and Tchad. The export front started showing positive growth, your Company is in the process of developing 14 new molecules for export market and documentations are in the process for submission.
Your Company has completely closed the operations of Furnishing Fabrics division to curtail the losses.
In the year under review your Company has shown a profit of Rs.7 Lakhs as against a loss of Rs.186 Lakhs during the previous year in spite of the lean quarter of Jan to March 2015.
5. DIVIDEND
Your Directors do not propose any dividend for the year under review, due to inadequate profit.
6. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of the provisions of Companies Act, 2013, your Directors state, on the basis of information furnished by the Management and Auditors of the Company, that:
i. Applicable accounting standards have been followed in the preparation of the annual accounts.
ii. Appropriate accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as at 31st March 2015, and to the profit of the Company for the year ended on that date.
iii. Proper and sufficient care have been taken for the maintenance of adequate records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The accompanying Annual Accounts have been prepared on a going concern basis.
REPORT OF THE DIRECTORS TO THE MEMBERS
Sales and other income
Profit/(Loss) for the year before Depreciation Less: Depreciation
Profit/(Loss) before Tax
Less: Provision for Taxation - Current - DeferredProfit/(Loss) after tax
Add: Balance brought forward from Profit & Loss Account
Amount available for appropriation
Appropriation: Dividend Dividend Tax Transfer to General Reserve Balance carried to Balance Sheet
Rs. in Lakhs
PARTICULARS Year Ended
(Nine months)31-3-2015
Year Ended
30-6-2014
8408
161 (136)
25
27 (9)
7
796
803
- - - 803 803
10139
11153
(142)
-(44)
(186)
981
796
- - -
796796
Dear Share owners,
Your Directors have pleasure in presenting their 92nd Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2015, (Nine months ended, July 2014 to March 2015).
We are happy to communicate with you once again as we have recently concluded the current year (nine months) in order to align the annual financial closing of your company as per the requirements of the Companies Act, 2013.
1. CHANGE IN FINANCIAL YEAR
To align the financial year of the company with the provisions of Companies Act, 2013, the current financial year of the Company was closed for nine months. Accordingly, the audited financial statements for the current financial year have been prepared for a period of nine months beginning on July 1, 2014 and ending on March 31, 2015.
2. DISCLOSURE IN BOARD'S REPORT
Information required to be disclosed as per Section(s) 186, 188, 197(12) etc. of the Companies Act, 2013 read with relevant rules framed there under.
3. FINANCIAL SUMMARY AND RESULTS
The summary of consolidated (Company and its Wholly Owned Subsidiary) operating results for the year and Appropriation of divisible profits is given below:
1
v. Proper internal financial controls were in place and were adequate and operating effectively; and
vi. Proper systems to ensure compliance with the provisions of applicable laws were in place and were adequate and operating effectively.
7. DIRECTORS
a. Board of Directors
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri. Sujay Banarji whose period of office was liable to be determined by retirement by rotation, being eligible offers himself for re-appointment and he is hereby proposed to be appointed as Director of the Company.
Shri. Rajesh A Sharma has resigned as Whole-time Director of the Company.
b. Meetings of the Board
Three (3) Board Meetings were held during the financial year ended 31st March 2015 (nine months ended) on 22nd August 2014, 27th October 2014 and 30th January 2015. The time gap between any two meetings was not exceeding one hundred and twenty days.
c. Independent Directors
The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided in sub-section 6 of Section 149 of the Companies Act, 2013.
d. Committees of Board of Directors
In compliance with the requirement of applicable laws and as part of the best governance practice, the Company has following Committees of the Board as on 31st March 2015:
(i) Audit Committee
The Audit Committee consists of Shri. Abhay Kanoria, Chairman & Managing Director, Shri. U.G. Patel, Shri. V.B. Haribhakti, Shri. N. Ahmedali, Independent Directors and Shri. Sujay Banarji, Nominee Director. The Committee inter alia reviews the internal control system and reports of internal Auditors and compliance of various regulations. The Committee also reviews at length the Financial Statements before they are placed before the Board.
(ii) Stakeholders Relationship Committee
The Stakeholders Relationship Committee consists of Shri. U.G. Patel and Shri.N.Ahmedali, Independent Directors. The Committee is constituted to carry out the functions as prescribed under the Companies Act, 2013, scrutinize the performance of the Company, safeguard the interest of shareholders and address their grievances if any.
(iii) Vigil Mechanism
Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 and Listing Agreements, a Vigil
Mechanism or 'Whistle Blower Policy' for directors, employees and other stakeholders to report genuine concerns has been established. Shri. N. Ahmedali, Independent Director is nominated for the said purpose who shall carry out the functions of the Vigil Mechanism.
(iv) Nomination and Remuneration Committee
Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of the Act, the Company constituted the Nomination and Remuneration Committee who shall carry out the functions of the said Committee. The Committee consists of Shri.Abhay Kanoria, Chairman & Managing Director, Shri.U.G. Patel, Shri. V.B. Haribhakti and Shri.N.Ahmedali, Independent Directors.
8. SUBSIDIARIES
There is only one Wholly Owned Subsidiary Viz., Anglo-French Drugs & Industries Pte. Ltd., Singapore. As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Board's Report has been prepared on standalone financial statements and a report on performance and financial position of Wholly Owned Subsidiary included in the consolidated financial statements is included in the financial statements.
In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.afdil.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may write to the Company Secretary at the Company's registered office.
9. RELATED PARTY TRANSACTIONS
Related party transactions that were entered into during the financial year were on arm's length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company.
There are no material related party transactions which are not in ordinary course of business or which are not on arm's length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.
10. FIXED DEPOSITS
Your Company has not invited/accepted any fixed deposits during the year under review, as such; no amount of principal or interest on fixed deposit was outstanding on the date of balance sheet.
11. AUDITORS
a) Statutory Auditors:
In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s Ray & Ray, Chartered Accountants, (Firm Registration Number 301072E), Statutory Auditors, are eligible for re-appointment as Auditors for a maximum period of three years. Members are requested to appoint
Anglo-French Drugs & Industries Limited
2
them for one year from conclusion of this Annual General Meeting till conclusion of next Annual General Meeting considering the ensuing AGM as second consecutive year and to authorize the Board of Directors to fix their remuneration as recommended by the Audit Committee.
b) Cost Auditors:
Ms. Geetha Santhanagopalan, Cost Accountant, Bangalore is appointed as Cost Auditors to conduct cost audit of the accounts maintained by the Company, in respect of the Formulations products for the financial year 2015-16.
c) Internal Auditors:
During the year under review, M/s B Choraria & Mates., Chartered Accountants, Bangalore carried out the internal audit exercise and submitted their report.
12. INTERNAL FINANCIAL CONTROL (IFC) SYSTEM
As per the provisions of the Companies Act, 2013, the Directors have the responsibility for ensuring that the company has implemented robust system / framework for IFCs to provide them with reasonable assurance regarding the adequacy and operating effectiveness of controls to enable the Directors to meet with their responsibility.
The Company has in place a sound financial control system and framework in place to ensure:
- The orderly and efficient conduct of its business,
- Safeguarding of its assets,
- The prevention and detection of frauds and errors
- The accuracy and completeness of the accounting records and
- The timely preparation of reliable financial information.
A formal documented IFC framework has been implemented by the Company. The Board regularly reviews the effectiveness of controls and takes necessary corrective actions where weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud risk controls and Information Technology environment. Based on this evaluation, there is nothing that has come to the attention of the Directors to indicate any material break down in the functioning of these controls, procedures or systems during the year. There have been no significant events during the year that have materially affected, or are reasonably likely to materially affect, our internal financial controls. The management has also come to a conclusion that the IFC and other financial reporting was effective during the year and is adequate considering the business operations of the Company.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure I to the Report and forms a part of this Report.
14. EXTRACTS OF ANNUAL RETURN
As required under the provisions of sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of annual return in Form No. MGT-9 forms part of this report as Annexure II
15. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of contracts and arrangements entered between the Company and the Related Parties are as per Annexure III.
16. AWARDS AND RECOGNITION
a. Certificate of Excellence:
Your Company has received the Best Launch Bronze Award from AWACS, in recognition of an outstanding performance, in introducing our new product AFDERM MX Cream, launched during the year under review.
b. Plant Approvals:
Your Pharmaceutical Plant at Peenya has been approved by the National Drug Authority, Uganda and also by the Pharmacy & Poisons Board, Kenya, during the year under review.
17. ACKNOWLEDGEMENTS
Your Directors acknowledges with gratitude the continued support, patronage and co-operation received from the Medical Profession, Trade, Banks, Auditors and other Business Associates, the Central and State Governments and the Shareholders.
Your Directors also place on record their appreciation of all the employees of the company for their valuable contribution and dedicated service.
On behalf of the Board
ABHAY KANORIA Chairman & Managing DirectorMumbai27th July 2015
3
The Company is constantly concerned about energy conservation, but having regard to the present level of consumption and the nature of activities, which are not energy intensive, the need for taking special energy conservation measures has above not been immediately felt.
Please refer Form A hereunder.
ANNEXURE I TO THE DIRECTORS' REPORT
The Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors' Report for the year ended 31st March 2015 (Nine months ended July 2014 to March 2015).
A. CONSERVATION OF ENERGY :
a) Energy conservation measures taken
b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy.
c) Impact of the measures at (a) and (b) for
reduction of energy consumption and consequent impact on the cost of production of goods.
d) Total energy consumption and energy consumption per unit of production.
FORM A[See Rule 2]
Form for disclosure of particulars with respect to conservation of energy.
A. Power and Fuel consumption:
1. Electricity a) Purchased : Units Total Amount [` in '000] Rate/Unit [ ]
b) Own Generation : i) Through Diesel Generator Units Units per Ltr.of Diesel Oil Cost/Unit [ ]
ii) Through Steam Turbine/Generator Units Units per Ltr. of Fuel Oil/Gas Cost/Unit
2. Coal Quantity (tonnes) Total Cost [ ]
Current Year Previous year
11,93,4778,371
7.01
10,8703.03
20.20
Nil
Nil
15,40,644 10,252
6.65
17,106 2.95
19.74
Nil
Nil
Anglo-French Drugs & Industries Limited
4
3. Furnace Oil
Quantity (K.Ltrs) Total Amount [` in '000] Average Rate [` per Ltrs]
4. Others/internal generation Quantity Total Cost Rate/Unit
B. Consumption per unit of Production : Particulars
Products (with details) Units Electricity Furnace Oil Coal Others
B. TECHNOLOGY ABSORPTION:
Efforts made in technology absorption. Please refer Form B hereunder.
Current Year Previous year
NilNilNil
Nil
Standard [if any]
NilNilNil
Nil
Taking into account the number of formulations and furnishing fabrics manufactured by the Company and having regard to the records and other books maintained, it is not possible to apportion the consumption of utilities unit wise at this stage.
FORM B
[See Rule 2]
Form for disclosure of particulars with respect to Technology Absorption:
Research and Development [R&D].
1. Specific areas in which R&D carried out by the Company.
:
2. Benefits derived as a result of the above R & D :
a) Formulations :Development of new formulations,new dosage forms, substitution ofimports by indigenous materials,improvement in process and stability of products.
b) Furnishing Fabrics : Nil
Launching of new products, increase in shelf life and reduction in costs.
Continuous development of new formulations.
3. Future plan of action :
5
4. Expenditure on R & D Current Year Previous year
Nil
2436 2436
0.30%
Nil25522552
0.25%
a) Capital [` in '000] b) Recurring [` in '000]c) Total [` in '000] d) Total R&D expenditure as a percentage of total turnover
1. Efforts in brief made towards technology absorption, adaptation and innovation.
2. Benefits derived as a result of the above efforts e .g. product improvement, cost reduction, product development, import substitution, etc.
3. In case of imported technology (imports during the last 5 years reckoned from the beginning of the financial year) following information may be furnished.
a) Technology imported b) Year of Import c) Has technology been fully absorbedd)If not fully absorbed, areas where this has
not taken place, reasons therefore and future plans of action.
Regular absorption of updatedtechnical information.
Improved processes and operatingefficiencies, cost reduction.
Not Applicable
Technology absorption, adaptation and innovation
:
:
:
:
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
a. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans.
b. Total foreign exchange used (` in '000)Total foreign exchange earned (` in '000)
Continuous efforts are made to increase exports and developnew export markets.
Current Year Previous year
34,522 75,319
39,354 75,306
On behalf of the Board
ABHAY KANORIAChairman & Managing Director
Mumbai27th July 2015
Anglo-French Drugs & Industries Limited
6
1 Manufacturing of Pharmaceutical Formulations 21002 99.71%
2 Furnishing Fabrics 13921 0.29%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -
1 Anglo-French Drugs & Industries Pte Ltd, Singapore
Subsidiary 2(87)
2 Abhay Kanoria Family Trust Associate 2(6)
201309075E 100%
NA 22.28
3 Progressive Traders & Investors Associate 2(6)NA 30.28
7
Form No. MGT - 9
EXTRACT OF ANNUAL RETURN as on the financial year ended on 31.3.2015 (Nine months ended)
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
i) L24230KA1923PLC010205
ii) 01/02/1923
CIN
Registration Date
iii) Anglo-French Drugs & Industries Ltd.Name of the Company
iv) Company having Share Capital Category / Sub-Category of the Company
v) No 41, 3rd Cross, V Block, Rajajinagar,Bangalore – 560 010Tel No.2315 6757 Fax No.2338 9963
Address of the Registered office and contact details
vi) YesCompany Shifted to BSE – Dissemination Board from OTC Exchange of India with effect from 12.11.2014
Whether listed company
vii) Canbank Computer Services Limited, J.P. Royale, 1st Floor, #218, 2nd MainSampige Road, Malleswaram,Bengaluru - 560 003Tel No.080-23469661/62
Name, Address and Contact details of Registrar and Transfer Agent, if any
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-
Sl. No.
Name and Description of main products / services
NIC Code of the Product/ service
% to total turnover of the company
Sl. No.
Name and address of the CompanyHolding / Subsidiary/
Associate Applicable
SectionCIN/GLN % of
shares held
ANNEXURE II TO THE DIRECTORS REPORT
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
Category of Shareholders
No. of Shares held at the beginning of the Year 1.7.2014
No. of Shares held at the end of the year 31.3.2015 % Change
during the Year
Demat Total % of total
Demat Physical Total % of Total
A. Promoters
(1) Indian
a) Individual / HUF
b) Central Government
c) State Government
d) Bodies Corp
e) Banks /FI
f) Any other
Sub-total (A) (1):-
610945
- - -
3700 614645 52.87 0.004
(2) Foreign
b) Other- Individuals
c) Bodies Corp
d) Banks /FI
e) Any other
-
614595 52.87 610945
- - - -
- - - - - - - -
Total Shareholding of Promoter(A) = (A) (1) + (A) (2)
610945 614595 52.87 610945 614645 52.87 0.004
B. Public Shareholding
1. Institutions
Sub-total (A) (2)
a) Mutual Funds
b) Banks / FI
c) Central Government
d) State Government (S)
e) Venture Capital funds
- 150 0.013 - 150 150 0.013 -
f) Insurance Companies 210000 210000 18.064 210000 - 210000 18.065 -
g) FIIs
h) Foreign Venture Capital funds
i) Others (specify)
Sub-total (B)(1):- 21000018.077210000 150 210150 18.078 -210150
Anglo-French Drugs & Industries Limited
8
Physical
3650 3650 0.314 3650 0.314 --
610945610945 610945 52.55 50 610995 52.55 0.004-
3650
-
-
3650
150
-
150
a) NRIs - Individuals
2. Non-Institutions
144700 12.817 144700
127850 186085
12.817149000
57945 16.025 58235
4300 149000
16.007186285128340
4300
0.018
0.0132370 0.204 2520 - 2520 0.217
100
2370
0.009 100 - 100 0.009 -
-
-
a) Bodies Corp.
i) Indian
ii) Overseas
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.1 lakh
ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakhc) others (specify)
Resident Indians HUF
NRI non repatriable
205115 29.054 205555 337705 29.048 0.010
100
Nil NilC. Shares held by Custodian For GDRs & ADRs
Nil Nil Nil Nil Nil Nil -
47.032 415555 547855 47.128 0.105415115 547905Total public Shareholding (B) = (B) (1) + (B) (2)
Grand Total (A+B+C) 100 1026500 1001026060 1162500 1162500
Sub-total (B) (2) :-
- - -- - - - -- - - -- - - - --
- - -- - - - --
- - -- - - - --
337755
- 3650
- - -- - - - --
- - -- - - - --
- - -- - - - --
- - -- - - - --
- - -- - - - --
3700
- - - - - - - --
- - - - - - - --
- - - - - - - --
- - - - - - - --
- - - - - - - --
- - - - - - - --
- - - - - - - --
- - - - - - - --
-
132640 132150
132790 132300
136440 136000
- - - - - - - --
- - - - - - - --
0SINo
Shareholder’s Name No. of Shares
Shareholding at the beginning of the year 1.7.2014
Share holding at the end ofthe year 31.3.2015
0.017
% of Shares
Pledged/encumbered
to totalShares
No. ofShares
% of total
Sharesof the
company
% Change in shareholdingduring
the year
% of Shares
Pledged/encumbered
to total Shares
1 Binod Kumar Kanoria 200
% of total
Sharesof the
company
200 0.017 -
0.0523 Prabhadevi Kanoria 600 600 0.052 -
0.0172 Binod Kumar Kanoria (HUF) 200 200 0.017 -
-5 Abhay Kanoria Family Trust - 50 0.004
22.2776 Abhay Kanoria Family Trust 258975 258975 22.277 -
30.2777 Progressive Traders & Investors 351970 351970 30.277 -
(ii) Shareholding of Promoters
-
-
-
-
-
-
-
-
-
-
-
-
0.2284 Binod Kumar Kanoria 2650 2650 0.228 ---
0
SI.No.
Shareholding at the beginning of the year
Cumulative Shareholdingduring the year
No. of Shares
No. ofShares
% of total Sharesof the company
% of total Sharesof the company
(iii) Change in Promoters' Shareholding ( please specify, if there is no change)
Particulars
9
0.004
52.87Total 614595 614645 52.873 ---
At the beginning ofthe year 1.7.2014 614595
-
614645
0.004
Date wise Increase/ Decrease in Promoters Share holding during the year specifying The reasons for increase / decrease (e.g allotment/transfer/ bonus/sweat equity etc):
Abhay Kanoria Family Trust -
52.87
50
52.87
Abhay Kanoria Family Trust 258975 22.277 258975 22.277
At the End of the year 31/3/2015 614595 52.87 614645 52.87
1
2
- -- -
SI.No.
Shareholding at the beginning of the year
Cumulative Shareholdingduring the year
0For Each of the Top 10 Shareholders No. of
Shares% of totalShares of
the company
% of totalShares of the
company
No. of Shares
0At the beginning of the year 1.7.2014
Life Insurance Corporation of India 90000 16.4316.4390000
Reliance Net Limited 47650 8.708.7047650
General Insurance Corporation Of India 45000 8.218.21
37500National Insurance Company Ltd
45000
6.84 37500 6.84
4200Padmanabh Trading (p) Ltd 0.77 4200 0.77
3950Jyotsna Jitendra Desai 0.72 3950 0.72
3650Thakkar Bina J 0.67 3650 0.67
90000
Trendsetter Investments Pvt. Ltd
16.43 90000 16.43
Date wise Increase /Decrease in Shareholding during the yearspecifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):
Life Insurance Corporation Of India
Reliance Net Limited 47650 8.708.7047650
General Insurance Corporation Of India 45000 8.218.2145000
37500National Insurance Company Ltd 6.84 37500 6.84
37500The New India Assurance Company Limited 6.84 37500 6.84
37500The New India Assurance Company Limited 6.84 37500 6.84
4200Padmanabh Trading (p) Ltd 0.77 4200 0.77
3950Jyotsna Jitendra Desai 0.72 3950 0.72
2350 0.43 2350 0.43
3650Thakkar Bina J 0.67 3650 0.67
Trendsetter Investments Pvt. Ltd 2350 0.43 2350 0.43
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Anglo-French Drugs & Industries Limited
10
A infrastructure Limited 89800 16.3916.3989800
A infrastructure Limited 89800 16.39 89800 16.39
(v) Shareholding of Directors and Key Managerial Personnel:
SI.No.
Shareholding at the Beginning of the year
Cumulative ShareholdingDuring the year ended
0
For Each of the Directors and KMP No. ofShares
% of total Shares of the company
Mr. U.G Patel
Date wise Increase/ Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g.allotment / transfer / bonus / sweat equity etc):
No. ofShares
% of total Shares of the company
Mr. B. Subbarayalu 200 0.02 200 0.02
At the beginning of the Year 01.07.2014
200 0.02 200 0.02
At the End of the year 31.3.2015
200 0.02 200 0.02
Mr. B. Subbarayalu 200 0.02 200 0.02
Mr. U.G Patel
- - - -
At the End of the Year ( or on the date of separation, ifseparated during the year 31.3.2015)
1
3
4
5
7
8
9
10
6
2
- - - -
1
3
4
5
6
7
8
9
10
2
1
2
2
1
(V) INDEBTEDNESS
Indebtedness of the Company including interest outstanding/ accrued but not due for payment ( in 000's)
Deposits TotalIndebtedness
UnsecuredLoans
Secured Loansexcludingdeposits
i) Principal Amount
Indebtedness at the beginning of the financial Year - CC/TL1.7.14 to 31.3.15
163675 Nil38 202045
ii) Interest due but not paid Nil NilNil Nil
iii) Interest accrued but not due Nil NilNil Nil
Total (i+ii+ iii) 163675 38 Nil 202045
Change in Indebtednessduring the financial year
Addition 599272 28169 Nil 34161
Reduction
Net Change 599272 66539 Nil 34161
Indebtedness at the end of the financial Year
i) Principal Amount 169382 Nil66100 235482
ii) Interest due but not paid Nil Nil439 439
(VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (July 2014 to March 2015)
A. Remuneration to Managing Director, Whole-time Directors and /or Manager:
0
Total Amount
Name of MD/WTD/ Manager
Particulars of RemunerationSI.No.
Mr. Uddhav KanoriaMr. Abhay Kanoria Mr. Rajesh A Sharma
( in Lakhs)
11
Total (i+ii+iii) 169668 Nil66539 236207
iii) Interest accrued but not due 286 NilNil 286
1 Gross salary(a) Salary as per Provision contained in section 17 (1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17 (2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17 (3) Incometax Act, 1961
4.50 2.05 7.98 14.53
2 Stock Option Nil Nil Nil Nil
3 Sweat Equity Nil Nil Nil Nil
4 Commission - as % of profit others, specify Nil Nil Nil Nil
5 Others, Please specify Nil Nil Nil Nil
Total (A) 22.50 8.80 15.10 46.40
Ceiling as per the Act Per Annum 30.00 30.00 30.00
18.00 6.75 7.12 31.87
- - - -
Nine months period
( in Lakhs)
B. Remuneration to other directors:
Total Amount
Name of Directors
Particulars of RemunerationSI.No.
10000 15000
Mr. N. AhmedaliMr. Sanat Shirali
Independent Directors
Mr. U.G Patel Mr. V.B.Haribhakti
15000 15000 55000
Total (2)
Total Managerial Remuneration
Total (1) 10000 15000 15000 15000 55000
Anglo-French Drugs & Industries Limited
12
5000 5000
5000 5000
15000 15000 15000 15000 60000
Overall Ceiling as per the Act Per Meeting Rs. 1 Lakh Rs. 1 Lakh Rs. 1 Lakh Rs. 1 Lakh
C) REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/ MANAGER/WTD (July 2014 to March 2015)
Key Managerial personnel
Particular of RemunerationSI.No. Company
SecretaryCFO
Total
CEO
1
2
Fee for attending board committeemeetings
- Commission - Others, - Please Specify
Other Non-Executive Directors
Mr. Sujay Banarji
Fee for attending board Committeemeetings
- Commission - Others, - Please specify
- - - -
- - -
- - -
Total (B) = (1+2) 15000 15000 15000 15000 60000
1. Gross salary
Nil
10.7410.74 None
2. Stock Option Nil Nil Nil
Nil3 Sweat Equity Nil Nil Nil
Nil4. Commission - as % of profit - others specify
Nil Nil Nil
Nil5 Others, please specify Nil Nil Nil
Total Nil Nil
None
10.74
Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
(a)
Value of perquisites u/s 17(2) Income Tax Act, 1961
(b)
Profits in lieu of salary under section 17(3) Income-Tax Act, 1961
(c)
10.74
Penalty
Punishment
Compounding
Penalty
Punishment
Compounding
Penalty
Punishment
Compounding
(VII) PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:
Authority (RD / NCLT /
COURT
Appeal made, if any (give
details)
Details of Penalty/Punishment/
Compounding fees imposed
Brief Description
13
Section of the Companies ActType
B. DIRECTORS
A. COMPANY
C. OTHER OFFICERS IN DEFAULT
NIL
ANNEXURE III TO THE DIRECTORS REPORT
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014
FORM NO. AOC -2
Form for Disclosure of particulars of contracts/ arrangements entered into by the company with related parties referred to in sub section(1) of section 188 of the Companies Act, 2013 including certain Arm's length transaction under third proviso thereto.
1. Details of contracts or arrangements or transaction not at Arm’s length basis
SL. No. Particulars Details
1 Name (s) of the related party & nature of relationship Nil
2 Nature of contracts/arrangements/ transaction Nil
3 Duration of the contracts/ arrangement /transaction Nil
4 Salient terms of the contracts or arrangement or transaction including the value, if any
Nil
5 Justification for entering into such contracts orarrangements or transactions
Nil
6 Date of approval by the Board Nil
7 Amount paid as advances, if any Nil
8 Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188
Nil
2. Details of contracts or arrangements or transactions at Arm’s length basis
SL. No. Particulars Details
1 Name (s) of the related party &nature of relationship
a. Sudarshan Services Ltdb. Shri. Abhay Kanoria/Mrs Pallavi Kanoria
2 Nature of contracts/ arrangement/transaction a. Rent & Administrative Chargesb. Payment of monthly rent for the Flat leased to the Company
3 Duration of the contracts/ arrangements/transaction
a. Agreement renewed from 1.7.2013b. Agreement renewed from 15.12.2014 upto 14.11.2015
4 Salient terms of the contracts orarrangements or transactionincluding the value, if any
a. Administrative Charges- Rs. 62,057/- per qtr Rent- Rs. 1,35,000/ per qtrb. Rent - Rs. 4,25,250/- per qtr
5 Date of approval by the Board a. 27th Octrober 2014 b. 8th February 2013
6 Amount paid as advances, if any Nil
Mumbai27th July 2015
On behalf of the Board
ABHAY KANORIAChairman & Managing Director
14
Anglo-French Drugs & Industries Limited
control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2015, and its profit / loss and its cash flows for the period ended on that date.
Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2015
(“the Order”) issued by the Central Government of India in terms of section 143 of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with in this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) On the basis of written representations received from the Directors as on 31st March 2015 taken on record by the Board of Directors, none of the Directors is disqualified as
INDEPENDENT AUDITORS' REPORT ON STANDALONE FINANCIAL STATEMENT
Report on the Financial Statements
We have audited the accompanying financial statements of Anglo-French Drugs & Industries Limited, which comprise the Balance Sheet as at 31st March 2015, and the Statement of Profit and Loss and Cash Flow Statement for the period ended, and a summary of significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles accepted in India, including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgements and estimates that are reasonable and prudent, and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial
TO THE MEMBERS OF ANGLO-FRENCH DRUGS & INDUSTRIES LIMITED.
15
on 31st March 2015 from being appointed as director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.
g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
I. The Company did not have any pending litigation which as per their representation will have material impact on its financial statements.
II. The company is not required to transfer any amount to the Investor Education and Protection Fund by the Company.
For RAY & RAYChartered Accountants
(Firm's Registration No.301072E)
Mrinal Kanti BandyopadhyayPartner
Membership No.: 051472Place of Signature: BengaluruDate: 27th July 2015
16
Anglo-French Drugs & Industries Limited
v. The Company has not accepted any deposits during the year and so the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 are not applicable.
vi. According to the information and explanations given to us, the Central Government has prescribed for the maintenance of the cost records under section 148(1) of the Companies Act, 2013 in respect of the products of the Company and such accounts and records have been made and maintained.
vii. (a) According to the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident fund, Employees State Insurance, Investor Education and Protection Fund, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Cess, Custom Duty and other statutory dues applicable to it.
(b) According to the information & explanation provided the company is not required to transfer an amount to investor education and protection fund in accordance with Section 125 of the Companies Act, 2013 and rules made there under.
viii. As per the records of the Company, the Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current reporting period. However, it has incurred cash losses of Rs.19,190 ( '000) in the immediately preceding financial year;
ix. The company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.
x. the company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company;.
xi. The company has applied term loan during the year for the purpose for which loans were obtained.
xii. No fraud on or by the company has been noticed or reported during the year;
ANNEXURE TO THE AUDITORS' REPORT
The Annexure referred to in our report to the members of Anglo-French Drugs & Industries Limited for the year ended March 31, 2015.
We report that:
i. a) The Company has maintained proper records showing full particulars including quantitative details and situations of fixed assets.
b) According to the information and explanation given to us, most of the fixed assets have been physically verified by the Management during the year in a phased program and no material discrepancies were noted on such verification. In our opinion, the frequency of such verification is reasonable having regard to the size of the company and the nature of its assets.
ii. a) As explained to us, all the inventory of the Company has been physically verified during the year by the management. In our opinion and according to the information and explanations given to us, the frequency of the verification is reasonable having regard to the size of the Company and the nature of its business.
b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.
c) On the basis of examination of the records of inventory and according to the information and explanations given to us, we are of the opinion that the Company is maintaining proper records of inventory. Discrepancies noticed on physical verification of stocks were not material.
iii. According to the information and explanation given to us, the Company has neither granted nor taken any loans to and from the companies, firms or other parties as listed in the register maintained under section 189 of the Companies Act, 2013. Accordingly, provisions of Clause 3 (iii) (b) & (c) of the Order are not applicable to the Company.
iv. In our opinion and according to the information and explanations given to us, there are reasonable internal control procedures commensurate with the size and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.
For RAY & RAYChartered Accountants
(Firm's Registration No.301072E)
Mrinal Kanti BandyopadhyayPartner
Membership No.: 051472Place of Signature: BengaluruDate: 27th July 2015
17
0Particulars Notes Figures at 31st
March 2015Figures at 30th
June 2014
I. EQUITY AND LIABILITIES
(I) Shareholder’s Funds(a) Share Capital(b) Reserves And Surplus(c) Money Received Against share warrants
1 11,625 11,6252 1,52,470 1,46,691
(ii) Non-Current Liabilities(a) Long-Term Borrowings(b) Deferred Tax Liabilities (Net)(c) Other Long Term Liabilities(d) Long Term Provisions
3456
65,73111,88330,830
4,328
36,31012,78230,980
4,228
(iii)789
10
1,72,8711,50,2221,00,605 19,679
6,85,993Total
II. ASSETS
(i) Non-Current Assets(a) Fixed Assets (i) Tangible Assets (ii) Intangible Assets (iii) Capital Work-in Progress (b) Non- Current Investments(c) Long Term Loans and Advances(d) Other Non-Current Assets
111,52,874
–
3,09113,298
121314
(ii) Current Assets
(a) Inventories(b) Trade Receivables(c) Cash & Bank Balances(d) Short-Term Loans and Advances(e) Other Current Assets
1516171819
1,82,2622,12,987
25,85589,898
5,728
Total 6,85,993
The Notes referred to above are an integral part of Balance Sheet. Significant Accounting Policies and Notes on Accounts as Note “27”
For and on behalf of the Board of Directors
As per Our report of even date,For RAY & RAYChartered AccountantsFirm Registration Number 301072E
MRINAL KANTI BANDYOPADHYAYPartnerMembership No. 051472 Date : 27th July 2015
U.G. PatelDirector
ABHAY KANORIAChairman & Managing Director
1,48,3081,70,782
75,23921,271
6,92,467
1,41,501-
4,48321,278
1,94,3902,33,886
5,20583,833
7,891
6,92,467
Current Liabilities(a) Short-Term Borrowings(b) Trade payables(c) Other Current Liabilities(d) Short-Term Provisions
STANDALONE BALANCE SHEET AS AT 31st MARCH 2015
TOTAL TOTAL
( In 000s)
B. SUBBARAYALUCompany Secretary
18
Anglo-French Drugs & Industries Limited
Figures for the periodended 31st March 2015
Particulars Figures for the periodended 30th June 2014
Notes
1,486
1,38,158
20,704
13,607
2,22,175
8,15,761
IV. Expenses :Cost of Materials Consumed
Purchase of Stock-in-TradeChanges In Inventories Of FinishedGoods, Work-in Progress And Stock-in Trade
Employee Benefits Expense
Finance Costs
Depreciation And Amortization Expense
Other expenses
Total Expenses
22
23
24
25
11
26
2,61,862
1,57,769
2,84,872
2,36,814
(18,532)
1,81,255
23,066
15,257
3,09,392
10,32,124
I. Revenue From Operations Less: Excise Duty
II. Other Income
III. Total Revenue (I+II)
2010,02,943 15,974
10,18,917
10,41 181 38,238
8,44,374 28,200
21
8,16,174 7,200
8,23,374
V. Profit Before Exceptional And Extraordinary items And Tax ( III - IV) 7,613 (13,207)
VI. Exceptional Items
VII. Profit Before Extraordinary Items And Tax (V - VI) 7,613 (13,207)
VIII.Extraordinary Items
IX. Profit Before Tax ( VII - VIII) 7,613
2,733(899)
(13,207)
X Tax Expense:(1) Current Tax(2) Deferred Tax
Prior period Expenses
XI Profit / (Loss) For The period From Continuing Operations (IX-X)
4.396
-
5,779 (17,603)
XII. Profit / (Loss) From Discontinuing Operations
XIII.Tax Expense of Discounting Operations
XIV. Profit / (Loss) from Discontinuing Operations (XII - XIII)
XV. Profit/ (Loss) For The period (XI + XIV) 5,779 (17,603)
XVI.Earning per Equity Share
(1) Basic
(2) Diluted
5.80
5.80
(15.14)
(15.14)
The Notes referred to above are an integral part of Statement of Profit & Loss Significant Accounting Policies and Notes on Accounts as Note “27”
STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH 2015 ( In 000s)
-
19
For and on behalf of the Board of Directors
As per Our report of even date,For RAY & RAYChartered AccountantsFirm Registration Number 301072E
MRINAL KANTI BANDYOPADHYAYPartnerMembership No. 051472 Date : 27th July 2015
U.G. PatelDirector
ABHAY KANORIAChairman & Managing Director
B. SUBBARAYALUCompany Secretary
Issued Subscribed & Paid Up Capital :11,62,500 Equity Shares of Rs. 10 eachfully paid up (previous Year 11,62,500 Equity shares ofRs. 10/- each)Of the above 704000 Shares are Issued by way ofBonus Shares by Capitalisation of General Reserve
Figures at 31st March 2015
Figures at 30th June 2014
STANDALONE NOTES TO BALANCE SHEET
20,000 20,000
B)
A)
At The Beginning Of The PeriodIssued during the periodShare Suspense Account
Outstanding At The End Of The Period
11,625 11,625
C) Reconciliation Of The Number of Shares Outstanding At The Beginning And At The End of the Reporting period
Current Year Previous Year
D) The Company has only one class of shares i.e Equity carrying a nominal value of Rs. 10/- per share Every holder of the equity share of the Company is entitled to one vote per share held i of liquidation of the Company, the equity shareholders will be entitled to receive remaining assets of the Company after the distribution/repayment of all creditors. The distribution to the equity shareholders will proportion of the number of shares held by each shareholder
n the event
be in
No. Of Share
11,62,500
-
11,62,500
Value(in Rs.)
11,625
11,625
No. of Share
11,62,500
11,62,500
Value (In Rs.)
11,625
11,625
Note: 1 Share Capital
Authorised Share Capital :20,00,000 Equity Shares of Rs. 10/- each(Previous Year 20,00,000 Equity Share of Rs. 10/- each)
11,625 11,625
E) Share In the Company Held By Each Shareholder Holding More Than 5 Percent Shares;
Current Year Previous Year
2,59,025
3,51,970
90,000
89,800
2,58,975
3,51,970
90,000
89,800
22
30
8
8
1 Abhay Kanoria Family Trust
2 Progressive Traders & Investors
3 Life Insurance Corporation Of India
4 A Infrastructure Limited
22
30
8
8
Note : 2 Reserves & Surplus
A) Capital Reserve As at Commencement of the Year Add: Transferred from Statement of Profit & Loss
4,2954,295- 4,295 4,295
B) Security Premium Reserve As at Commencement of the year Add: Received on further issue of shares
6,975- 6,975
6,9756,975
C) General Reserve As at Commencement of the Year Add: Transferred from Statement of Profit & Loss
54,909- 50054,909
54,40954,909
D) Surplus/(Deficit) In The Statement of Profit and Loss As at Commencement of the year Add: Profit / (Loss) for the year
Less: Proposed Dividend
Less : Tax on Proposed Dividend
Less : Transfer to General Reserve
As at End of the Year
Total Reserves and Surplus
80,512 5,779
98,115(17,603)
86,291
1,52,470
80,512
1,46,691
-
No. Of Share % Held No. Of Share % Held
-
-
20
( In 000s)
( In 000s)
-
Anglo-French Drugs & Industries Limited
Note : 3 Long-Term BorrowingsTerm LoanFrom Banks (Secured)
Car Finance Loans from Bank(Secured by hypothecation of vehicles financed outof Proceeds of loans)(Term Loan repayment are in form of EMI which are exceeding 12 months)
HDFC Term Loan(Secured by mortgage of Land, Building & Plant & Machinery at Bengaluru)(Term Loan repayment are in Monthly Installments for Four Years)
From Others
Inter Corporate Deposits
4,222 5,232
24,309 21,608
37,200 9,470
65,731 36,310
Deferred Tax Liabilities
Note : 4 Deferred Tax Liability
11,883
11,883
12,782
12,782
Note: 5 Other Long Term Liabilities
Trade Payables
Deposits from C&F Agents
898
30,082
30,980
555
30,275
30,830
Note: 6 Long Term Provisions
Provision for Leave Encashment 4,328
4,328
4,228
4,228Note: 7 Short Term Borrowings
Loans payable on demand From Banks
Working Capital facilities (Secured) Secured against first hypothecation on Stocks and Book Debts ranking pari passu
Cash Credit
1,45,073
3,235
1,48,308
1,42,067 -
1,72,871
Note: 10. Short-Term Provisions
A) Provision for employee benefits Gratuity Leave Encashment Expenses
1,70,782
1,70,782
1,50,222
1,50,222
Note : 9 Other Current Liabilites
Statuatory Liabilities Accrued Liabilities ( Medical Benefits, Travel, Insurance
Documentation Charges) Unpaid Dividends Advance from Customers Employee Related (Bonus, Commission, Exgratia and Salary Payable) Creditors-Capital Goods Other Payables (Other payables consists of amount payable to service providers)
20,67822,058
6385,456
11,146
15,263
75,239
30,22237,726
643 49615,240
1816,260
1,00,605
20,536 735
-
21,271
18,563 840 276
19,679
- 30,804
Note: 8 Trade Payable
Creditors - Trade payable
-
21
22
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,20
6
8,3
29
3,0
48
6,0
64
1,8
0,4
50
1,5
6,2
82
- -
1,2
25
1,6
74
13
6
21 -
3,0
56
15
,22
8
14
3
3,1
99
29
,08
6
- -
91
37
9 - -
82
11
,29
12
6,8
35 -
1,2
91
6,4
49
- -
86
13
1 - -
10
83
25
17
,77
6
( In
' 00
0)
-
Anglo-French Drugs & Industries Limited
Investment in Equity Instruments
468
1942,429
1,392
4,483
468
194 2,429
-
3,091
Deposits Advance for Capital Assets
5,8721540621,278
5,7537,545
13,298
Trade receivables Less Provision on doubtful debtors
15,32915,329
17,74917,749
Raw Materials
Packing Materials
Work-in-Process
Finished Goods
Stores and Spare Parts (Raw materials & packing materials are valued at weighted Average method WIP & Finished Goods at Standard price and Store and spares at cost)
Less Provision for Inventories (Promotional, Stores and spares & chemicals)
66,006
28,309
7,543
80,213
10,474
10,283
1,82,262
82,024
25,920
8,793
77,477
12,291
12,115
1,94,390
Debtors outstanding for a period exceeding Six months
Unsecured, Considered Good
Considered Good
78,834
1,55,052
2,33,886
a) Cash in Hand b) Cheques in Hand c) Stamps d) Balance with Scheduled Banks: in Current Accounts
Other Bank Balances
276 -
10
1,195
1,792
1,932
5,205
362826 9
414
4,097
20,147
25,855
Note : 12 Non -Current Investmentsothers
Note : 13 Long - Term Loans & Advances Unsecured Considered Good
Note : 14 Other Non Current Assets Unsecured Advances
Note :15 Inventories
Note : 16 Trade Receivables
57,323
1,55,664
2,12,987
Note : 17 Cash & Bank Balances Cash and Cash Equivalents
23
Figures at31st March 2015
Figures at30th June 2014
QUOTED - AT - COSTShares in Industrial Development Bank of India Limited5760 shares of 10 eachShares in Vijaya Bank19400 Shares of 10 each Shares in Singapore wholly owned SubsidiaryInvestment in Fixed Deposits
i) In Margin Money Accountsii) In Fixed Deposit Accounts
- -
24
Advance recoverablein Cash or in kind or for value to be received
(CENVAT, Service Tax, Gratuity Fund & Other Advances)Income Tax (Net of Provision)
Deposits(Leave license & Eamest money Deposits)
Advance to Suppliers & Others
Advance to Employees
Others
58,910
4,531
9,680
5,202
5,510
–
83,833
58,769
7,084
9,448
9,793
4,330
474
89,898Note 19 Other Current Assets Prepaid Expenses 5,728
5,728
7,891
7,891
Note : 18 Short-term Loans & Advances Unsecured Others, Considered Goods
NOTES TO PROFIT & LOSS STATEMENT (STANDALONE)
Figures at31st March 2015
Figures at30th June 2014
8,35,153
874
958
5,148 3
2,238
8,44,374
10,31,317
424
1,041
8,394 5
–
10,41,181
257
5,490
92
9,153
123
–
859
15,974
218
136
21
6,143
10
60
612
7,200
Note : 20 Revenue from operation
a) Sale of Products
- Pharmaceutical/ Fabrics
b) Other Operating Income
Sale of Scrap
Excise duty recovered on operating income
Conversion Charges/ Income from Job Work
Cash Discount Received
Export Duty Credit/ Duty Drawback
Insurance Claim Local
Miscellaneous Income- Non Operating
Dividend Income
Liabilities Written Back
Profit /Loss on Sale of Assets
Exchange Rate (Loss) / Gain
Interest on Others
Note : 21 Other Income
Note : 22 Cost of Materials Consumed
8,44,374
8,44,374
10,41,181
10,41,181
Opening Stock Purchases Freight & Carriage Inward
66,0062,15,018
812,81,105
-
29,3632,47,157
1182,76,638
-Less : SalesLess: Closing Stock
Raw Material Consumed
82,024
1,99,081
66,006
2,10,632
A) Raw Material Consumed
Opening Stock
Purchases
13,094
89,645
1,02,739
28,499
74,2402,84,872
Less :Closing Stock Packing Material Consumed
28,499
60377
88,876
26,095
62,7812,61,862
B) Packing Material Consumed
Anglo-French Drugs & Industries Limited
Figures for period ended31st March 2015
Figures for period ended30th June 2014
77,477
8,793
86,270
Closing Stock of:
Finished Goods
Work in Process
Total (A)
80,213
7,543
87,756
80,213
7,543
87,756
1,486
Opening Stock of :
Finished Goods
work in Process
Total (B)
Increase /(Decrease) in Work In Progress, Finished Goods and Stock in trade (A-B)
Total (B)
62,197
7,027
69,224
(18,532)
1,21,933 1,61,923
6356,000
277
74
1,569
7,670
1,38,158
-8,309
468
122
1,520
8,913
1,81,255
Total (A)
Note: 23 Increase / ( Decrease) In Work in Progress Finished Goods and Stock-in Trade
Note : 24 Employees Remuneration & benefits A) Salary, Wages, Allowances & Other Benefits
Contribution to Gratuity Fund Contribution to PF ESI Contribution
C) Staff Welfare Expenses
Group Insurance
Others Staff Welfare Expenses
B) Contribution to PF and other funds
25
Note: 25. Finance Cost
Term Loan
Working Capital Loans
Vehicle Loan
Statutory Dues
Others
(Interest On Inter-Coporate Deposits and C&F Deposits net off Interest on Bank Deposits)
B) Other Borrowing Cost Processing Charges
C) Net gain/ Loss on foreign Transaction
443
20,704
4531
13,063
584
-
4,382
2,890
11,545
455
-
5,371
506
23,066
A) Interest Expenses:
Selling Expenses
Advertisement & Publicity
Business Promotion Expenses
Bad Debts written off
Provision for Doubtful Debts
Clearing, Forwarding & Freight
Rebates & Discount Allowed
Insurance Expenses-Goods-in Transit
Insurance Expenses-Exports GIT
Handing Expenses
Clearing & Forwarding Agents Commission
1,329
239
18,893
384
194
12607
16,304
267
89
499
19,919
2,773
101
35,729
1,214
3,594
14,889
15,520
463
80
626
20,074
Note: 26 Other Expenses
A) Selling & Distribution Expenses
352 1,067
301
45
268
330
65
400
Charity & Donations
Conveyance Expenses
Electricity & Water
Foreign Exchange Rate Fluctuation on Expenses
Festival & Celebration Expenses
Factory Power & Fuel
Insurance Charges
Job-work Charges-Manufacturing Service charges
Legal & Professional Fee
Loss on Sale of Fixed Assets
Membership Fee & Subscription
Office & General Expenses
Postage, telegram
Bank Charges
Printing & Stationary
Rent
Rates & Taxes
7,196
2,072
4,226
1,394
3
53,419
2,801
21
2,902
2,861
55
178
2,22,175
614
104
1,042
2,289
2,407
199
14,185
507
17,077
4,734
971
2,716
7,581
1,725
1,393
17,679
9,459
1,954
632
5,431
1,133
795
-
1,430
1,952
16
214
12,046
365
15,249
6,115
261
2,180
5,521
1,591
945
16,262
7,752
1,277
15,110
2,628
5,980
2,101
5
88,480
3,524
6
4,703
3,784
85
220
3,09,392
B) Operating, Administrative & Other expenses
Consumption of Stores and SparesAuditors Remuneration
Statutory Audit Fees
Tax Audit Fee
Certification and other matters
Repairs & Maintenance
Building
Plant & Machinery
Others
Security Expenses
Telephone & Telex Charge
Laboratory Expenses
Research & Development
Tour & Travelling Expenses
Vehicle Running & Maintenance
ERP Expenses
Sales Tax
Excise Duty
Directors Fee
Trade Marks
26
Anglo-French Drugs & Industries Limited
B. CASH FLOW ARISING FROM INVESTING ACTIVITiES Outflow
(in . 000)
Period ended 31st March 2015
Period ended 30th June 2014
A. CASH FLOW ARISING FROM OPERATING ACTIVITIES
a) Increase in inventories
b) Decrease in Short Term Loans & Advances
c) Increase in Trade receivables
d) Increase in Short Term Provisions
e) Increase in Other Current Assets
f) Increase in Other Current Liabilities
g) Increase in Trade Payables
Cash Generated From Operations
Net income tax ( Paid) / refunds
Net cash flow from operating Activities
STANDALONE CASH FLOW STATEMENT FOR THE FOR PERIOD ENDED 31st MARCH 2015
(14,169)
-(14,169)
7,850
-7,850
13,370384
20,70416
261 34,735
15,2571,214
23,0662,541
849 42,927
(613)(21)(61) (695)
(859)(92)
(951)
41,890
(12,129)
6,065
(20,899)
(1,591)
(2,163)
(25,365)
20,560 (35,522)
6,368
(2,733)
3,635
(62,198)
5,251
(11,002)
(4,261)
(1,605)
(17,651)
44,469
27,807
(46.997)
(19,190)-
(19,190)
a) Acquisition of fixed Assets
b) Investment in Subsidary
inflow
a) Sale of fixed assets
b) Dividend Received
c) Interest Received
d) Increase in other Long Term Current Assets
Outflow
a) increase in Long Tem Loans & Advances
Net Cash (Outflow) in course of Investing Activities
(3,200) (29,085)
(3,200) (29,085)
715
21
613
- 1,349
1,394
92
859
- 2,345
(7,980) (7,980) 6,914 6,914
(19,826)(9,831)
Profit / (Loss) Before TaxExtraordinary itemsNet Realisation towards sale of AssetProfit / (Loss) Before Tax but after extraordinary item
Add Back
a) Depreciationb) Bad debts written offc) Interest expensesd) Loss arising from changes in foreign currencye) Loss (Profit) on sale of Fixed Assets / Assets written off Deduct:
a) Interest income b) Dividend income c) Gain arising from changes in foreign currency exchange rates of case equivalent Cash Operating Profit/ (Loss) Before Working Capital Changes
Adjustments for Changes in Working Capital
27
- -
(in . 000)
Period ended 31st March 2015
Period ended 30th June 2014
C. CASH FLOW ARISING FROM FINANCING ACTIVITIES
Unrealised gains arising from changes in foreign currency exchange rates of cash equivalents
STANDALONE CASH FLOW STATEMENT THE FOR PERIOD ENDED 31st MARCH 2015
54,500
-
2,701
-
(100) 57,101
(17,315)
(16) (2,541)
53,976
Inflow
Net Cash used in Financing Activities
a) Inter-Corporate Deposits taken
b) Proceeds from Short Term Borrowings
c) Increase in other long term Borrowings
d) Increase in Car Loan
e) Increase in Long Term Provisions
55,030
71,144
1,608
2,935
354 1,31,071
(150)(20,704) (24,563)(27,989)
-(1,010)
(74,416)
Outflow
a) Repayments of Long Term Liabilities b) Interest Paid c) Repayments of Short Term Loans / borrowingsd) Repayments of Inter-Corporate Deposits e) Dividends Paid (Incl. Dividend Tax) f) Repayment of Car Loan
(1,443)(23,066)
-(50,710)
-(1,876)
(77,095)
D. OTHERS
Equivalents (A + B + C + D) Cash and Cash equivalents at the begining of the year Cash and Cash equivalents at the close of year
(23,527)28,732
5,205
12,41916,313
28,732
Note :1. The above Cash Flow Statement has been prepared under the indirect method Cash Flow Statement issued by the 2. Previous year figures has been rearranged/regrouped wherever necessary.
as set out in Accounting Standard - 3 on Institute of the Chartered Accounts of India.
For RAY & RAYChartered AccountantsFirm Registration Number 301072E
For and on behalf of the Board of Directors
B. SUBBARAYALUCompany Secretary
MRINAL KANTI BANDYOPADHYAYPartnerMembership No. 051472Date : 27th July 2015
U.G.PATELDirector
ABHAY KANORIA Chairman & Managing Director
28
Anglo-French Drugs & Industries Limited
NOTE 27
STANDALONE NOTES TO ACCOUNT AND SIGNIFICANT ACCOUNTING POLICIES
1. Significant Accounting Policies forming part of the Balance Sheet as at 31st March 2015 and Statement of Profit & Loss for the Year ended 31st March 2015 (July 2014 to March2015):
a) Basis of accounting
The financial statements are prepared on an accrual basis of accounting and in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP), including the Accounting Standards notified under the relevant provisions of the Companies Act, 2013.
b) Fixed Assets
(1) All fixed assets are stated at net cost of acquisition (including financing cost till installation, where applicable) less accumulated depreciation.
(2) Registered trademarks are stated at cost of acquisition less accumulated amortization.
c) Depreciation
Depreciation is provided on straight line method on the basis of useful life of the assets specified in Schedule II to the Companies Act, 2013 except in the case of computers & software on which depreciation is provided based on an estimated useful life of three years based on Accounting Standard 26. The carrying amount less residual value of the assets whose remaining useful life has become nil at the beginning of the period amounting to 10,25,775/- has been adjusted in opening retained earnings as on 1st July 2014.
Acquisition cost of registered trade marks are amortized over a period of three years from the year of acquisition.
d) Investments
Non-current Investments are stated at cost.
e) Inventories
All Inventories including samples are valued at cost or net realizable value whichever is lower. Cost of Raw Materials, including packing materials, work in progress and Finished Goods is considered net of cenvat benefit
f) Retirement Benefits
The Company has various schemes of Retirement Benefits such as Provident Fund, Superannuation Fund and Gratuity Fund duly recognized by Income-tax authorities and the Company's contributions are charged against revenue for the year.
In respect of Gratuity, the Company's contribution is determined on the basis of actuarial valuation obtained at the end of the accounting period and the Superannuation fund benefits are funded through the Group Scheme of the Life Insurance Corporation of India.
The liability for earned leave on retirement has been provided on the basis of actuarial valuation at the end of the accounting period.
g) Research & Development
Capital expenditure on Research & Development is treated in the same way as expenditure on fixed assets. The revenue expenditure on Research & Development is written off in the year in which it is accrued.
h) Foreign Currency Translations
The foreign currency balances receivable/payable as at the year end are converted at the closing rate, and the exchange difference has been recognized in the Statement of Profit and Loss or adjusted in the value of fixed assets, as applicable.
i) Income Recognition
Revenue from sale of goods is recognized on despatch of goods to the customers. Sales are stated net of trade discounts and sales returns and excludes sales tax.
j) Taxes on Income
Current tax is determined as the amount of tax payable in respect of taxable income for the period. Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax assets, on timing differences, being the
29
temporary difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.
k) Impairment of Fixed Assets
At each Balance Sheet, management assesses, using external and internal sources, whether there is an indication that an asset may be impaired. An impairment occurs when carrying value of an asset exceeds the present value of future cash flows expected to arise from the continuing use of the asset and its eventual disposal. The impairment loss to be expensed is determined as the excess of the carrying amount over the present value.
l) Earnings per share
Basic earnings per share is computed using the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of shares and dilutive equity equivalent shares outstanding during the period, except when results would be anti dilutive.
2. Contingent Liabilities not provided for in respect of:
a) Income Tax demand amounting to 1,97,53,554/- against which appeal is pending before appropriate authority.b) Excise duty demand amounting to 2,20,34,424/- against which appeal is pending before appropriate authority.c) Sales tax demands amounting to 81,64,397/- against which the Company has preferred appeals.d) Counter Guarantees given to the Banks against guarantees given by them on Company's behalf 54,55,817/- (previous
year 89,80,501/-). e) Letters of Credit open and outstanding 24,69,400 (previous year 50,17,060/-)
3. Estimated amount of contracts remaining to be executed on Capital Commitments and not provided for 132,54,134/- (Previous year 75,45,466/-).
4. The provision for leave encashment as on 31.03.2015 is detailed as under
5. Investments other than in subsidiary have been accounted as per Accounting Standard (AS) 13 on “Accounting for Investments”. Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long term investments are carried at cost. However, provision for diminution in value, if any, is made to recognize a decline other than temporary in the value of the investments.
6. Closing stock of Finished goods includes samples amounting to 41,70,470/-, which are not meant for sale.
7. The Company has not received information from any supplier with the supporting that they are registered under Micro, Small and Medium Enterprises Development Act, 2006. Hence no information about the dues on account of principal amount together with accrued interest due to such enterprises has been made. This has been relied upon by the Auditors.
8. Managerial remuneration
9. Employee Benefits Disclosure as required by Accounting Standard on Employee Benefits (AS 15) Revised 2005) issued by the Institute of Chartered Accountants of India.
a) (i) Defined Contribution Plans
The Company has recognized the following amounts in the Statement of Profit and Loss for Defined Contribution Plans:
Current Year Previous Year
in '000
49182446
24722590
5062
in '000
45011750
27512167
4918
Balance as at the beginning of the yearLess paid during the year
Add provisions made for the yearBalance at the end of the year
(a) Salary Commission Contributions to Provident Fund & Other Funds Perquisites
(b) Directors' Fees
Current Year Previous Year in '000
3188 -918
17615867 555922
? in '000
4187 -
1205 2096
7488 857573
30
Anglo-French Drugs & Industries Limited
(ii) State Plans
The Company has recognized the following amounts in the Statement of Profit and Loss for the Contribution to State Plans
(iii) Defined Benefit Plans
Salaries, Wages & Bonus Includes 1792 /- (Previous Year 2232/- ) towards provision made as per actuarial valuation in respect of accumulated leave encashment / compensated absences.
The details of the Company's Gratuity Fund for its employees including the Managing Director are given below which is certified by the actuary and relied upon by the auditors:
Current Year Previous Year
in '000 916
in '000 1310Superannuation Fund
Current Year Previous Year
in '000
NIL277
2594
in '000
NIL467
2907
Employee's Provident Fund Employee's State Insurance Employee's Pension Scheme
Current Year Previous Year
in '000 2418
in '000 4120(a) Provident Fund
(b) Leave Encashment / Compensated Absences ( In '000)
(c) Contribution to Gratuity Funds
Change in the Benefit Obligations: Liability at the beginning of the year – CurrentLiability at the beginning of the year – Non-CurrentInterest CostCurrent Service CostBenefits PaidActuarial Loss / (Gain) Amount Due for resigned employees but not paidLiability at the end of the yearFair Value of plan assets:Fair Value of Plans assets at year beginning of the yearExpected Return on Plan AssetsSpecial deposit with the BankContributionsBenefits PaidActuarial Gain/ (Loss) on Plan AssetsAmount Receivable from the companyBalance payable by the companyFair Value of Plans assets at the end of the yearTotal Actuarial Loss / (Gain) to be recognizedActual Return on Plan Assets:Expected return on Plan AssetsActuarial (Gain) / Loss on Plan AssetsActual return on Plan AssetsAmount Recognized in the Balance Sheet:Liability at end of the yearFair value of Plan Assets at the end of the yearAmount recognized in the balance sheet under” Current Assets, loans and Advances” / (“Current Liabilities & Provisions”)
Expenses recognized in the Statement of Profit & Loss :Interest costCurrent Service costExpected return on plan assetsNet Actuarial (gain) / loss to be recognizedExpenses recognized in the Statement of Profit & Loss under “Employee Emoluments
183517838
140923112834
23-
20536
193391511
-158028341727
-
Nil21323
-
151115743085
2053621323
787
14092311
15111574
635
-
March 2015 June 2014
157319306
1715132024663431
54618563
203521552
5015252466
166527
Nil20652
-
155235985150
1856320652
2089
17151320
155235982115
31
The long term estimate of the expected rate of return on fund assets has been arrived based on the above allocation and the prevailing yields on these assets. The investments in gratuity fund has been permitted to invest as per Insurance Regulatory and Development Authority
Defined benefit plans - Gratuity( In 000s)
Particulars
Defined benefit obligation
Plan assets
Surplus/(deficit)
2014-15
20536
21323
787
2013-14
18563
20652
2089
2012-13
(20879)
20352
(527)
2011-12
(20344)
19885
(459)
2010-11
(18944)
18230
(714)
2009-10
(16052)
15661
(391)
Note : No reported experience adjustments on plan liabilities and plan assets.
Principal Assumptions
Particulars Current Year% Previous Year (%)
Discount RateReturn on Plan Assets
7.728.00
8.738.00
Investment Pattern
Particulars Current Year Previous Year
Central Government Securities / State Government Securities / Securities guarantee by state/ central government
- -
Public Sector / Financial Institutions Bonds - -
Portfolio with mutual Funds
Others
TOTAL
97.79
2.21
100.00
97.71
2.29
100.00
10. Major components of deferred tax assets and liabilities arising on account of temporary timing differences are:
Depreciation
Provision for Doubtful Debts
Provision for leave Encashment
Bonus
Carry forward Loss
Total
Net
Current Year Previous Year
Assets in '000
Liabilities in '000
Assets in '000
Liabilities in '000
21557 22508
5484
1564
1437
1189
9674
5484
1566
1487
1189
972621557
11883
22508
12782
32
Anglo-French Drugs & Industries Limited
The deferred tax asset on the carry forward losses have been recognized only to the extent that there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax asset can be realized.
11. Segment information for year ended 31st March 2015
1. Information about Primarily Business Segments
Revenue
a. Pharmaceuticals
b. Furnishing
c. Unallocated
Total
Less: inter segment revenue
Net Sales/Income from operations
820930
2424
21
823375
-
823375
Current Year Previous Year
991118
5901
92
997111
927
996184
Result
a. Pharmaceuticals
b. Furnishing
Total
Less:
i) Interest (net)
ii) Unallocable expenditure net of unallocable income
Profit / (Loss) before Tax
32357
(2522)
29835
(20704)
(1281)
7850
15889
(4576)
11313
(23066)
(1454)
(13207)
Pharmaceuticals Furnishing Fabrics Unallocated Total
Current Year
PreviousYear
Current Year
PreviousYear
Current Year
PreviousYear
Current Year
PreviousYear
Other Information
Segment assets
Segment liabilities
Capital Expenditure
Depreciation
663485
514792
3200
11700
653643
512280
29085
14093
20207
1699
-
1670
22174
2615
-
1164
9013
11883
-
-
(8307)
(4233)
-
-
692705
528374
3200
13370
667510
510662
29085
15260
2. Information about Secondary Business Segments
India Outside India Total
Current Year
PreviousYear
Current Year
PreviousYear
Current Year
PreviousYear
Revenue by geographical market External
Inter-segment
Total
Carrying amount of segment assets
Additions to fixed assets
746646
-
746646
692705
3200
928030
927
927103
685745
29085
76729
-
76729
-
-
85828
-
85828
-
-
823375
-
823375
692705
3200
1013858
927
1012931
685745
29085
33
( in '000s)
3. Notes:(i) The Company is organized into two main business segments, namely:
- Pharmaceuticals - Furnishing Fabrics
Segments have been identified and reported taking into account, the nature of products and services, the differing risks and returns, the organization structure, and the internal financial reporting systems.
(ii) Segment Revenue in each of the above domestic business segments primarily includes sales, processing charges, and exports incentives in the respective segments.
Segment revenue comprises of: Current Year Previous Year
in '000 in '000
- Sales
- Other Income
816175
7200
823375
997884
15974
1013858
(iii) The Segment Revenue in the geographical segments considered for disclosure is comprised of:(a) revenue within India includes sales to customers located within India and earnings in India.(b) revenue outside India includes sales to customers located outside India and earnings outside India.
(iv)Segment revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.
12. Related Parties disclosure
A. Associate Companies/Enterprises
Aakruti Investments Ltd.Abhay Kanoria Family TrustBroach Textile Mills Ltd.Capital Commerce Pvt. Ltd.
Ekta Tie-up Pvt. Ltd.GBK Charitable TrustProgressive Traders & InvestorsRadha Kesari Spinning Mills Ltd.
Sudarshan Exports Ltd.Sudarshan Services Ltd.Thames Liners Ltd.
B. Key Management Person Mr. Abhay Kanoria
Mr. Uddhav KanoriaMr. Rajesh Sharma
C. Relative of Key Management Person
Mrs.Pallavi Kanoria Mr.Nirbhay Kanoria
Details of the transactions with related parties referred to in item (A) above Current Year Previous Year
in '000 in '000
Associates/Companies/Enterprises1. Rent paid Sudarshan Services Ltd.
2. Receiving of Services – Administrative, Commercial & Accounting service Sudarshan Services Ltd.
3. Inter Corporate Deposit accepted:
i) Sudarshan Exports Ltd. Amount payable as on 31.03.2015 Interest Paid
ii) Althaea Finance & Leasing Pvt. Ltd.
Interest Paid
Relatives of Key Management personnelRemunerationKey Management personnelRemuneration
405
286
NilNil
Nil
540
253
297057
53
900
5866
1200
7488
34
Figures in parenthesis ( ) represent negative figures.
Anglo-French Drugs & Industries Limited
13. Details of Raw Materials Consumed
Current Year Previous Year
in '000 Quantity Value
in '000 Quantity ValueDescription Unit
PHARMACEUTICALS
Ascorbic Acid
Miscellaneous (None individually account for more than 10% of total consumption)
Kgs 63275 40089
157525
85895 45010
163984
FURNISHING FABRICS
Yarn Kgs 6318 1468
199082
7043 1638
210632
14. Value of Raw Materials Stores and Spare Parts consumed:
Current Year Previous Year
in '000 Value
in '000 ValueDescription
a) Raw & Packing Materials: Imported
Indigenous
11
89
100
20126
190506
210632
10
90
100
% %
22161
176921
199082
b) Stores and Spare Parts Imported Indigenous
-100
100
-1067
1067
-353
353
-100
100
15. Purchases of Finished Goods
Current Year Previous Year
in '000 Value
in '000 ValueDescription
Formulations:
a) Tablets
b) Liquids
c) Injections
d) Capsules
e) Granules
f) Powder
g) Ointment
h) Raw Materials
i) Packing Materials
j) Others
k) Fabrics
66166
40856
7422
19050
(218)
2709
10364
5455
3948
1975
41
157768
133
6098526
116194
27
23144
17705
356561
51443
404270
4203
94139
58981
12206
20245
611
1970
13235
26025
9003
399
236814
124
2280311
4759
32
(1629)
25168
17943
2000
9422
400000
361
Qty. Qty.Units
Million
Bottles
Litres
Million
kgs
Kgs
Kgs
Kgs
Kgs
Kgs
Mtrs
35
Current Year Previous Year
in '000 in '000
i) Raw Materials
ii) Components and Spare Parts
b) Expenditure in Foreign Currency
c) F.O.B. Value of Exports
i) In Foreign Currency
ii) In Indian Rupees
31318
---
34522
75319
12737
88056
23541
---
39354
75306
12761
88067
16. a) Value of Imports on CIF basis
17. The company has mortgaged its land at Peenya and first charge on Plant and Machinery of the company on the term loan taken from HDFC Bank & Paripassu charge with Axis Bank
18. The figures in respect of previous period have been regrouped /recast where ever necessary.
19. The figures in the statement profit & loss of the current year represent the amount for a period of nine months as against a period of twelve months of the previous year and hence are not comparable.
Signatures to Notes 1 to 27
For and on behalf of the Board of Directors
B.SUBBARAYALU Company Secretary
U.G.PATEL Director
ABHAY KANORIA Chairman & Managing Director
36
Anglo-French Drugs & Industries Limited
reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the report of the other auditor on the financial statements / financial information of the subsidiary to below in the Other Matter paragraph, the aforesaid consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:
(a) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at 31st March 2015;
(b) in the case of the Consolidated Statement of Profit and Loss, of the profit of the Group for the period ended on that date; and
(c) in the case of the Consolidated Cash Flow Statement, of the cash flows of the Group for the period ended on that date.
Other Matter
1. We did not audit the financial statements of one subsidiary, whose financial statements reflect total assets of Rs 1,37,34,364 as at 31st March, 2015, total revenues of Rs.1,74,26,995 for the period ended on that date, as considered in the consolidated financial statements. This financial statements have been audited by other auditor whose report has been furnished to us by the Management and our opinion, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, is based solely on the report of the other auditor.
Our opinion is not modified in respect of the above matter.
INDEPENDENT AUDITORS' REPORT ON CONSOLIDATED FINANCIAL STATEMENT
Report on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of ANGLO-FRENCH DRUGS & INDUSTRIES LIMITED (the “Company”), and its subsidiary (the Company and its subsidiary constitute “the Group”), which comprise the Consolidated Balance Sheet as at 31st March 2015, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the period ended, and a summary of the significant accounting policies and other explanatory information.
Management's Responsibility for the Consolidated Financial Statements
The Company's Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and presentation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the
TO THE MEMBERS OF ANGLO-FRENCH DRUGS & INDUSTRIES LIMITED.
For RAY & RAYChartered Accountants
(Firm's Registration No.301072E)
Mrinal Kanti BandyopadhyayPartner
Membership No.: 05147227th July 2015Bengaluru
37
I. EQUITY AND LIABILITIES
(i) Shareholder's Funds
CONSOLIDATED BALANCE SHEET AS AT 31st MARCH 2015
TOTAL Figures at
31st March 2015
TOTAL Figures at
30th June 2014NotesParticulars
(a) Share Capital (b) Reserve And Surplus (c) Money Received Against share warrants
12
11,6251,46,426
11,6251,45,729
(ii) Non-Current Liabilities
(a) Long-Term Borrowings (b) Deferred Tax Liabilities (Net)(c) Other Long Term Liabilities (d) Long Term Provisions
3456
65,73111,88330,830
4,328
36,31012,78230,980
4,228
(iii) Current Liabilites
(a) Short-Term Borrowings(b) Trade Payables (c) Other Current Liabilities (d) Short-Term Provisions
789
10
1,48,8711,71,585
75,55921,271
6,88,109
1,72,8711,49,9751,00,605
19,679
6,84,784II. ASSETS
(i) Non-Current Assets
(a) Fixed Assets 11
1,41,501760
1,52,874-
(i) Tangible Assets (ii) Intangible Assets (iii) Capital Work-in-Progress
(b) Non-Current Investments (c) Long Term Loans and Advances (d) Other Non-Current Assets
121314
1,09221,278
66213,298
(ii) Current Assets
(a) Inventories (b) Trade Receivables (c) Cash & Bank Balances (d) Short Term Loans and Advances (e) Other Current Assets
1516171819
2,02,3282,23,077
5,34883,833
8,892
6,88,109
1,90,8322,01,816
28,73290,842
5,728
6,84,784
The Notes referred to above are an integral part of Balance Sheet Significant Accounting Policies and Notes on Accounts as Note “27”
As per our report of even date,RAY & RAYChartered AccountantsFirm Reg. No.301072E
MRINAL KANTI BANDYOPADHYAY PartnerMembership No. 051472Date : 27th July 2015
U.G. PATEL Director
ABHAY KANORIAChairman & Managing
Director
B. SUBBARAYALUCompany Secretary
(in . 000)
Total
38
For and on behalf of the Board of Directors
Anglo-French Drugs & Industries Limited
CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH 2015
TOTAL
Particulars NotesFigures for the period
ended 31st March 2015
Figures for the periodended 30th June 2014
1. Revenue From Operations Less: Excise Duty
II. Other IncomeIII Total Revenue ( I+II)
IV. Expenses :
20
21
22
23
24
25
11
26
8,61,80228,200 8,33,602
7,2008,40,802
10,36,121 38,238 9,97,883
15,974
10,13,857
(27,102)
1,81,255
23,066
15,257
3,13,863
10,28,025
2,84,872
2,36,814
2,71,724
1,57,769
1,486
1,38,158
20,703
13,607
2,34,823
8,38,270
V. Profit Before Exceptional And Extraordinary items And Tax (III - IV) 2,532 (14,168)
VI. Exceptional items
VII. Profit Before Extraordinary items And Tax (V-VI) 2,532 (14,168)
2,532 (14,168)IX. Profit Before Tax (VII - VIII)
X. Tax Expense :
(1) Current Tax
(2) Deferred Tax
2,733
(899)
697
4,396
-
(18565)
Prior Period ExpensesXI . Profit ( Loss) For The Period From
Continuing Operations (IX-X)
XII Profit (Loss) From Discontinuing Operations
XIII. Tax Expense of Discounting Operations
XIV. Profit (Loss) From DiscontinuingOperations (XII-XIII)
XV. Profit / (Loss) For The Period (XI + XIV)
XVI. Earning Per Equity Share:
(1) Basic
(2) Diluted
697 (18,565)
0.60
0.60
(15.97)
(15.97)
The Notes referred to above are an integral part of Statement of Profit & Loss Significant Accounting Policies and Notes on Accounts as Note ‘27’
As Per our report of even date,RAY & RAYChartered AccountantsFirm Reg NO: 301072E
MRINAL KANTI BANDYOPADHYAY B. SUBBARAYALUCompany Secretary
U.G.PATELDirector
ABHAY KANORIAChairman & Managing DirectorPartner
Membership No. 051472Date :27th July 2015.
TOTAL
Cost of Materials Consumed
Purchase of Stock-in-Trade
Changes In Inventories of FinishedGoods, Works-in-Progress And Stock- in
Trade
Employee Benefits Expense
Finance Costs
Depreciation And Amortization Expense
Other Expenses
Total Expenses
VIII. Extraordinary Items
(in . 000)
39
For and on behalf of the Board of Directors
CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD ENDED 31st MARCH 2015(in '000)
Period ended 31st March 2015
Period ended 30th June 2014
A. CASH FLOW ARISING FROM OPERATING ACTIVITIES
Profit / (Loss) Before TaxExtraordinary items Net Realisation towards sale of Asset Profit / (Loss) Before Tax but after extraordinary item
Add Back : a) Depreciation b) Bad debts written off c) Interest expense d) Loss arising from changes in foreign currency e) Loss / (Profit) on sale of Fixed assets / Assets written off Deduct: a) Interest Income b) Dividend income c) Gain arising from changes in foreign currency exchange rates of cash equivalent
Cash Operating Profit / (Loss) Before Working Capital Changes Adjustments for Changes in Working Capitala) (Increase) / Decrease in Inventoriesb) ( in Short Term Loans & Advances c) ( in Trade receivables d) ( in Short Term Provisions e) ( in Other Current Assets f) ( in Other Current Liabilities g) ( in Trade Payables
Cash Generated From Operations Net income tax (paid) / refunds
Net cash flow from operating Activities
Increase) / DecreaseIncrease) / DecreaseIncrease) / DecreaseIncrease) / DecreaseIncrease) / DecreaseIncrease) / Decrease
2,532
-2,532
35,729
(695)
37,566
(30,757)
6,809(2,733)
4,076
(14,169)
-(14,169)
42,927
(951)
27,807
(46,997)
(19,190)
(19,190)
13,607384
20,704782252
(613)(21)(61)
(11,496)7,009
(36,724)1,591
(3,164)(25,045)
37,072
15,2571,214
23,0662,541
849
(859)(92)
-
(62,198)5,251
(11,002)(4,261)(1,605)
(17,651)44,469
B. CASH FLOW ARISING FROM INVESTING ACTIVITIES Outflow
a) Acquisition of Fixed Assets b) Investment in Subsidiary
Inflow
a) Sale of fixed assets b) Dividend Received c) Interest Received d) Increase in other Long Term Current Assets
Outflow
a) Increase in Long Term Loans & Advances
Net Cash (Outflow) in course of Investing Activities
(3,200)
71521
613-
(7,980)
(3,200)
1,349
(7,980)
(9,831)
(29,085)
1,39492
859
6,914
(29,085)
2,345
6,914
(19,826)
40
Anglo-French Drugs & Industries Limited
CONSOLIDATED CASH FLOW STATEMENT THE PERIOD ENDED 31st MARCH 2015
Period ended 31st March 2015
Period ended 30th June 2014
C. CASH FLOW ARISING FROM FINANCING ACTIVITIES Inflow
Net Cash used in Financing Activities
D. OTHERS
Unrealised gains arising from changes in foreign currency exchage rates of Cash equivalents
Equivalents ------- (A+B+C+D)
Cash and Cash equivalents at the beginning of the year
Cash and cash equivalents at the close of year
54,500-
2,701–
(100)
55,03071,144
1,6082,935
35457,101 1,31,071
(150)
(20,704)
(24,000)
(28,084)
(1,010)
(73,948)
(16,847)
(782)
(23,384)
28,732
5,348
(1,443)
(23,066)
-
(50,710)
-
(1,876)
(77.095)
53,976
(2,541)
12,419
16,313
28,732
Note :1. The above Cash Flow Statement has been prepared under the indirect method Cash Flow Statement issued by the 2. Previous year figures has been rearranged/regrouped wherever necessary.
as set out in Accounting Standard-3 on Institute of the Chartered Accounts of India
For RAY & RAYChartered AccountantsFirm Registration Number 301072E
For and on behalf of the Board of Directors
B. SUBBARAYALUCompany Secretary
MRINAL KANTI BANDYOPADHYAYPartnerMembership No. 051472
U.G.PATEL Director
ABHAY KANORIA Chairman & Managing Director
a) Inter-Corporate Deposits takenb) Proceeds from Short Term Borrowingsc) Increase in other long term Borrowings d) Increase in Car Loane) Increase in Long Term Provisions
Outflowa) Repayments of Long Term Liabilities
b) Interest paid
c) Repayments of Short Term Loans/borrowings
d) Repayments of Inter-Corporate Deposits
e) Dividends Paid (Incl. Dividend Tax)
f) Repayments of Car Loan
(in . 000)
41
-
Statement containing salient features of the financial statement of
subsidiaries/associate companies/joint ventures
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of
Companies (Accounts) Rules, 2014)
Part "A": Subsidiaries
FORM NO. AOC - 1
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
46
Sl. No.
Name of the subsidiary
Reporting period for the subsidiary
company's reporting periodConcerned, if different from the holding
Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.
Share capital
Reserves & surplus
Total assets
Total Liabilities
Investments
Turnover
Profit before taxation
Provision for taxation
Profit after taxation
Proposed Dividend
% of shareholding
1
Anglo French Drugs & Industries Pte Ltd
1st July 2014 to 31st March 2015
RS Exchange Rate 62.59
16,68,608
60,43,349
1,37,34,364
1,71,47,167
-
1,74,26,995
50,81,401
-
-
100
:
:
:
:
:
:
:
:
:
:
:
:
:
:
:
-
(Information in Respect of each Susidiary presented with amounts in Rs.)
Anglo-French Drugs & Industries Limited
Additional Disclosure as per Schedule III of the Companies Act, 2013
(Amount in '000's)
Name of the entity in the
Net Assets, i.e., total assets minus total liabilities
Share in profit or loss
As % of consolidated net assets
Amount As % of consolidated profit or loss
Amount
Parent - Anglo-French Drugs & Industries Ltd.
Subsidiaries
Indian
Foreign - Anglo-French Drugs & Industries Pte Ltd.
1 2 3 4 5
100
Nil
(3)
152706
Nil
(4380)
283
Nil
(184)
7850
Nil
(5081)
47
CONSOLIDATED NOTES TO BALANCE SHEET TOTAL TOTAL
20 00 000 Equity Shares of Rs. 10/- each (Previous Year 20,00,000 Equity Shares of 10/- each)
Figures at 30th June 2014
Figures at 31st March 2015
20,000 20,000
1162500 Equity Shares of Rs. 10 eachfully paid up (Previous Year 1162500 Equity Shares ofRs. 10/- each)
Of the above 704000 Shares are Issued by way ofBonus Shares by Capitalisation of General Reserve
11,625
11,625 11,625
11,625
C) Reconciliation of the Number of shares outstanding at the Beginning & at the End of The Reporting Period
Current Year
Previous Year
No. of Share Value (in Rs.) No. of Share Value (in Rs.)
At The Beginning of The PeriodIssued during the periodShare Suspense AccountOutstanding At The End Of The Period
11,62,500 - -11,62,500
11,625 11,62,500 11,625
11,625 11,62,500 11,625
The Company is having only one class of Shares i.e Equity carrying nominal Value of Rs. 10/- Per Share Every holder of the equity Share the Company is entitled to one vote per Share held in the event of of the Company, the equity Shareholders will be remaining assets of the Company after the distribution / creditors. The distribution to the equity shareholders will be in the number of Shares held by each shareholder.
a of liquidation
entitled to receive repayment of all Proportion of
E) Shares In The Company Held By Each Shareholder Holding More Than 5 Percent Shares:
1 Mr Abhay Kanoria Family Trust
2 Progressive Traders & Investors
3 Life Insurance Coporation of India
4 A Infrastructure Limited
Note : 2 Reserves & Surplus
A) Capital Reserve As at Commencement of the Year Add: Transferred from Statement of Profit & Loss
No. of Share
Current Year
% Held
2,59,025
3,51,970
90,000
89,800
22
30
8
8
Previous Year
No. of Share % Held
2,58,975
3,51,970
90,000
89,800
22
30
8
8
4,295 - 4,295
4,295 - 4,295
B ) Security Premium Reserve As at Commencement of the Year Add: Received on further issue of shares
6,975 -- 6,975
6,975 -- 6,975
C) General Reserve As at Commencement of the Year Add : Transferred from Statement of Profit & Loss
54,909 - 54,909
54,409 500
D Surplus (Deficit) In The Statement of Profit and Loss As at Commencement of the Year Add: Profit for the year Less : Proposed Dividend Less : Tax on Proposed Dividend Less :Transfer to General Reserve As at End of the year
Total Reserves and Surplus
79,550 697
98,115(18,565)
80,247
1,46,426
79,550
1,45,729
54,909
Note: I Share CapitalA) Authorised Share Capital:
B) Issued, Subscribed & Paid Up Capital:
D)
48
Anglo-French Drugs & Industries Limited
Car Finance Loans from Banks(Secured by hypothecation of vehicles financed outof Proceeds of loans)(Term Loan repayment are in form of EMI which are exceeding 12 months)
HDFC Term Loan(Secured by Mortgage of Land, Buildings & Plant & Machinery)(Term Loan repayment are in Monthly Installment for Four years)
From OthersInter Corporate Deposits
4,222 5,232
24,309 21,608
37,200
65,731
9,470
36,310Note : 4 Deferred Tax Liability
Deferred Tax Liabilities 11,88311,883
12,78212,782
Trade Payables Deposits from C & F Agents
555
30,275
30,830
898
30,082
30,980Note : 6 Long Term provisions
Provision for Leave Encashment 4,328
4,328
4,228
4,228
Note: 8 Trade Payable
Creditors - Trade payable
Working Capital facilities (Secured)
Secured against first hypothecation on Stocks and Book Debts ranking pari passu
Cash Credit
Others
1,45,073
3,798
1,48,871
30,804
1,42,067
-
1,72,871
20,678
22378
638
5,455
11,146
-15,264
75,559
1,49,975
1,49,975
Statutory Liabilities
Accrued Liabilities (Medical Benefits, Travel, Insurance, Documentation Charges)
Unpaid Dividends
Advance from Customers
Employee Related (Bonus, Commission, Exgratia and Salary Payable)
1,71,585
1,71,585
30,222
37,726
643
496
15,240
18
16,260
1,00,605
Gratuity Leave Encashment Expenses
20,536735
-
21,271
18,563840
276
19,679
Note : 3 Long-Term Borrowings
Term LoanFrom Banks (Secured)
Note: 5 Other Long Term Liabilities
Note: 7 Short Term Borrowings Loans payable on demand From Banks
Note:9 Other Current Liabilities
Creditors - Capital Goods
Other Payables
(Other payable consists of amount payable to service providers)
Note:10 Short-Term ProvisionsA) Provision for employee benefits
49
50
Anglo-French Drugs & Industries Limited
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Rs.
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0,6
14
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7,3
32
1,0
40
54
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2
53
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5
6,9
90
9,4
68
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,75
41
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,35
71
,41
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65
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2,8
74
-
31
,89
9
96
,90
4
34
,20
6
8,3
29
3,0
48
6,0
64
1,8
0,4
50
1,5
6,2
82
- -
1,2
25
1,6
74
13
6
21 -
3,0
56
15
,22
8
14
3
3,1
99
29
,08
6
- -
91
37
9 - -
82
11
,29
12
6,8
35 -
1,2
91
6,4
49
- -
86
13
1 - -
10
83
25
17
,77
6
( In
' 00
0)
-
NO
TE
: 1
1 F
ixe
d A
ss
ets
Advance for Capital Assets
468
194430
1,092
468
194-
662
OthersInvestment In Equity Instruments QUOTED-AT COSTShares in Industrial Development Bank of India Limited5760 Shares of 10 eachShares in Vijaya Bank19400 shares of 10 each Investment in Fixed Deposits
5,87215,406
21,278
5,7537,545
13,298
15,32915,329
-
-
17,74917,749
-
-
Trade receivables less : Provision on doubtful debtors
Raw MaterialsPacking MaterialsWork-inProcessFinished GoodsStores and Spare Parts(Raw materials & Packing materials are valued at weighted average method WIP & Finished Goods at Standard Price and stores and spares at cost)Less:Provision for Inventories(Promotional, Stores and spares & chemicals)
82,02425,920
8,79385,41412,291
12,114
2,02,328
66,00628,309
7,54388,78310,474
10,283
1,90,832
Debtors Outstanding for a period exceeding six Months Unsecured, Considered Good Considered Good
68,0251,55,052
2,23,077
57,3231,44,493
2,01,816
a) Cash in Hand b) Cheques in Hand c) Stamps d) Balance with Scheduled Banks: In Current Account Other Bank Balances i) In Margin Money Accounts ii) In Fixed Deposit Accounts
276-
10
1,337
1,7921,933
5,348
362826
9
3291
4,09720,147
28,732
Advance recoverable in Cash or in kind or for value to be received (CENVAT, Service Tax, Gratuity Fund & Other Advances) Income Tax (Net of Provision) Deposits (Leave License & Earnest money Deposits) Advance to Suppliers & Others Advance to Employees Others
58,910
4,5319,680
5,2025,510
-
83,833
8,892
8,892
58,769
7,0849,448
9,7934,3301,418
90,842
5,728
5,728
Note: 12: Non-Current Investments
Note: 13 Long-Term Loans & Advances Unsecured Considered Good
Deposits
Note: 14 Other Non Current Assets Unsecured Advances
Note:15 Inventories
Note: 16 Trade Receivables
Note: 17 Cash & Bank BalancesCash and Cash Equivalents
Note: 18 Short-term Loans & Advances Others Unsecured, Considered Good
Note : 19 Other Current Assets
Prepaid Expenses
51
TotalCONSOLIDATED NOTES TO PROFIT & LOSS STATEMENT
TotalFigures for period ended 31st March 2015
Figures for period ended 30th June 2014
a) Sale of Products - Pharmaceutical /Fabrics b) Other Operating Income Sale of Scrap Excise duty recovered on Operating income Conversion Charges/Income from Job work Cash Discount Received Export Duty Credit/Duty Drawback
10,26,257
4241,0418,394
5-
10,36,121
8,52,580
875958
5,1483
2,238
8,61,8028,61,802
8,61,802
10,36,121
10,36,121
Insurance Claim LocalMiscellaneous Income-Non OperatingDividend IncomeLiabilities Written BackProfit/loss on Sale of AssetsExchange Rate (Loss) / GainInterest on Others
218136
216,143
1060
612
7,200
2575,490
929,153
123-
859
15,974
Opening Stock Purchases Freight & Carriage Inward
74,6402,24,183
81
2,98,904
29,3632,47,157
118
2,76,638
-Less: SalesLess : Closing StockRaw Material Consumed
B) Packing Material ConsumedOpening StockPurchases
Less : Closing Stock
Consumption
89,9612,08,943
66,0062,10,632
28,49960,377
88,876
26,095
62,781
2,71,724
13,09489,645
1,02,739
28,499
74,240
2,84,872
Increase ( Decrease) in Work In Progress, and Stock in trade (A-B)
Finished Goods
77,4778,793
86,270Total (A) Total (A)
88,7837,543
96,326
Total (B)
80,2137,543
87,756
1,486
Total (B)
62,1977,027
69,224
(27,102)
B) Contribution to PF and other funds Contribution to Gratuity Fund Contribution to PF ESI Contribution
C) Staff Welfare Expenses Group Insurance Other Staff Welfare Expenses
1,21,933
6356,000
277
741,5697,670
1,38,158
1,61,923
-8,309
468
1221,5208,913
1,81,255
Note : 20 Revenue from Operation
Note :21 Other Incomes
Note :22 Cost of Materials ConsumedA) Raw Material Consumed
-
Note : 23 Increase (Decrease) In Work in Progress, Finished Goods and Stock - in -Trade
Closing Stock of:Finished GoodsWork in Process
Opening Stock of:Finished GoodsWork in Process
Note : 24 Employees Remuneration & benefitsA) Salary, Wages, Allowances & other Benefits
52
Anglo-French Drugs & Industries Limited
Note : 25 Finance Cost
A) interest Expenses : Term Loan Working Capital Loans
Vehicle Loan
Statutory Dues
Others (Interest on Inter Corporate Deposits and C&F Deposits net off interest on Bank Deposits)
2,890
11,545
455
5,370
4,531
13,063
583
4,383
B) Other Borrowing Cost Processing Charges
C) Net gain / Loss on foreign Transaction
443
20,703
506
23,066
Note : 26 Other Expenses
A) Selling & distribution Expenses
2,773
101
38,067
1,214
3,594
14,889
15,520
463
80
626
20,074
1,329
239
25,917
384
194
13,607
18,859
267
89
499
19,919
B) Operating, Administrative & Other expenses
Consumption of Stores and Spares 352 1,067
Auditors Remuneration
Statutory Audit Fees
Tax Audit Fee
Certification and other Matters
668
65
400 1,133
301
45
268
Charity & Donations
Conveyance Exp.
Electricity & Water
Foreign Exchange Rate Fluctuation on Exp.
Festival & Celebration Expenses
Factory Power & Fuel
Insurance Charges
Job-Work Charge-Manufacturing Service charges
Legal & Professional Fee
Loss on Sale of Fixed Assets
Membership Fee & Subscription
Office & General Exp.
Postage, telegram
Bank Charges
Printing & Stationary
Rent
1,430
1,952
782
214
12,046
365
15,249
6,572
261
2,180
5,521
1,591
1,231
16,262
7,974
104
1,042
2,289
2,541
199
14,185
507
17,077
5,817
971
2,716
7,581
1,740
1,775
17,679
9,977
Selling expenses
Advertisement & Publicity-
Business Promotion expenses
Bad Debts written off
Provision for Doubtful Debts
Clearing Forwarding & Freight
Rebates & Discount Allowed
Insurance Expense-Good- in- Transit
Insurance Expenses Exports GIT
Handing Expenses
Clearing & Forwarding Agents Commission
614
-
- -
53
Rates & Taxes 1,277 1,954
54
Anglo-French Drugs & Industries Limited
Repairs & Maintenance
Building
Plant & Machinery
Others
632
5,431
1,125
Security Expenses
Telephone & Telex Charges
Laboratory expenses
Research & Development
Tour & Travelling Expenses
Vehicle Running & Maintenance
ERP Expenses
CWIP Written off
Sales Tax
Excise Duty
Directors Fee
Trade Marks
7,188
2,072
4,226
1,394
3
53,419
2,801
21
8
2,902
2,861
55
178
2,34,823
15,110
2,628
5,980
2,101
5
88,481
3,524
6
0
4,703
3,784
85
220
3,13,863
NOTICE
NOTICE is hereby given that the 92nd Annual General Meeting of Anglo-French Drugs & Industries Limited will be held
on Monday the 21st September 2015 at 4.00 pm at Hotel Abhimaani Vasathi, # 2/9, Dr. Rajkumar Road, Rajajinagar,
Bengaluru - 560 010, to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended 31st March 2015 (Nine
months ended) including the Audited Balance Sheet as at 31st March 2015, the Statement of Profit and Loss and the Cash
Flow statement for the year ended on that date and the Reports of the Board of Directors and Auditors thereon.
2. To appoint a Director in place of Shri. Sujay Banarji (DIN 05308958) who retires by rotation and being eligible, offers himself
for re-appointment.
“RESOLVED THAT Pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the
Companies Act, 2013 and the rules made there under (including any statutory notification(s) or re-enactment thereof for the
time being in force) read with Schedule IV to the Companies Act, 2013, Shri. Sujay Banarji (DIN 05308958) whose period of
office was liable to be determined by retirement by rotation, be and is hereby appointed as Director of the Company
3. To consider and, if thought fit, to pass with or without modification the following resolution as Special Resolution.
To appoint Messrs. Ray & Ray, Chartered Accountants, as Auditors of the Company to hold office from the conclusion of this
meeting till the conclusion of the 93rd Annual General Meeting (for the year 2015-2016)of the Company, and to authorize
the Board of Directors to fix their remuneration.
“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act,
2013, Messrs. Ray & Ray, the retiring Auditors of the Company be and are hereby re-appointed Auditors of the Company for
one year, to hold office from the conclusion of this Meeting till the conclusion of the 93rd Annual General Meeting of the
Company, on such remuneration and out-of-pocket expenses, as the Board of Directors may fix.”
SPECIAL BUSINESS
4. To consider and if thought fit, to pass with or without modification, the following resolution as a Special
Resolution;
Revision in remuneration payable to Shri. Abhay Kanoria, Chairman & Managing Director
“RESOLVED THAT in partial modification of the special resolution passed in the Annual General Meeting (AGM) held on
27th October 2014 wherein Shri. Abhay Kanoria, Chairman & Managing Director, was re-appointed for a period of three
years from 1.4.2014 to 31.3.2017 and pursuant to Sections 196, 197, 198, 203 read with Part II of Schedule V and other
applicable provisions, if any of the Companies Act, 2013 and the rules made thereunder the consent of the Members of the
Company be and is hereby accorded for the revision in remuneration payable to Shri. Abhay Kanoria, Chairman & Managing
Director for the remaining period of two years from 1.4.2015 to 31.3.2017, on the following terms of remuneration.
1) Salary at the rate of Rs.2.75 lakhs per month
2) Rent Free furnished accommodation or House Rent Allowance in lieu thereof, and other perquisites like reimbursement of expenditure incurred on Gas, Electricity, Power, Water and Furnishings.
3) Use of office car with driver. Use of the car for private purposes to be billed by the Company to Shri. Abhay Kanoria.
4) Contributions to Provident Fund, Gratuity Fund and Superannuation Scheme as per Rules of the Company.
5) Coverage under Personal Accident Insurance as per Rules of the Company.
6) Free Residential telephone excluding long distance personal calls.
7) The re-imbursement of medical expenses for himself and family for domiciliary treatment up to a limit of Rs.15,000/- in a year and coverage under Company's MEDICLAIM policy with Insurance Company for self and family.
8) Leave Travel Concession for self and family once a year, in accordance with the Rules of the Company
Anglo-French Drugs & Industries LimitedNo.41, 3rd Cross, V Block, Rajajinagar,
Bengaluru – 560 010CIN: L24230KA1923PLC010205
www.afdil.com
1
9) Earned leave as per the rules of the Company; encashment of un-availed leave at the end of the tenure.
10) The Cost to the Company in respect of all perquisites shall not, together with the salary and commission exceed the limits, stipulated in Part II of Section II of Schedule V to the Companies Act, 2013 as existing or as may be amended from time to time.
11) First Class Air or Air-conditioned/Executive Class Rail fares at his option for self, wife and dependant children to his home-town in India on termination of the Agreement.
12) For the purpose of above ceiling following perquisites shall not be included;
a) Contributions to Provident Fund, Superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961.
b) Gratuity payable at a rate not exceeding half a month's salary for each completed year of service. and
c) Encashment of leave at the end of the tenure.
13) Commission at the rate of 2% of the net profits of the Company.
14) The Agreement may be terminated at any time by either party giving to the other six English Calendar month's previous notice in writing.
FURTHER RESOLVED THAT the Board of Directors of the Company may revise, amend, alter and vary the above terms of
remuneration and the said remuneration is subject to approval of Shareholders of the Company.
FURTHER RESOLVED THAT any one Director be and is hereby authorized to enter into necessary agreement on behalf of
the Company with Shri. Abhay Kanoria.
5. To consider and if thought fit, to pass with or without modification, the following resolution as a Special
Resolution;
Re-appointment of Shri. Uddhav Kanoria, as Whole-time Director
“RESOLVED THAT subject to the provisions of Sections 196, 197, 198, 203 read with Part II of Schedule V and other
provisions, if any of the Companies Act, 2013, consent of the Members of the Company be and is hereby accorded for re-
appointment of Shri. Uddhav Kanoria, Whole-time Director of the Company designated as the President and Whole-time
Director, for a period of three years with effect from 10th August 2015 on the following terms of remuneration.
I. Salary at the rate of Rs.91,000/- per month.
II. Perquisites and allowances:
a. Rent free accommodation or House Rent Allowance in lieu thereof, and other perquisites like reimbursement of expenditure incurred on Gas, Electricity, Power, Water and Furnishings.
b. Use of Company maintained car with driver. Use of the car for personal use to be billed to Shri. Uddhav Kanoria.
c. Contributions to Provident Fund and Superannuation Scheme as per Rules of the Company.
d. Personal Accident Insurance, as per policy of the Company.
e. Free residential telephone facility excluding long distance personal calls.
f. The reimbursement of Medical expenses for himself and family on domiciliary treatment up to a limit of Rs.15,000/- in a year and coverage under Company's group MEDICLAIM policy with an Insurance Company for self and family.
g. Leave Travel Concession for self and family once a year, in accordance with the Rules of the Company.
h. Leave as per the rules of the Company; encashment of unavailed earned leave at the end of tenure.
i. The perquisites and allowances are to be valued as per the Income Tax Rules, wherever applicable and actual cost to the Company in other cases.
III. Commission at the rate of 2% of the net profits of the Company.
IV. The total remuneration including Salary, Perquisites and allowances shall not exceed the limit of Rs.18 Lakhs per annum, stipulated in Section II of Part II of Schedule V to the Companies Act, 2013 as existing or as may be amended from time to time.
V. For the purpose of above ceiling following perquisites shall not be included;
a) Contributions to Provident Fund, Superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961.
b) Gratuity payable at a rate not exceeding half a month's salary for each completed year of service. and
c) Encashment of leave at the end of the tenure.
2
VI. First Class Air or Air-conditioned/Executive Class Rail fares at his option for self to his home-town in India on termination of the Agreement.
VII. The Agreement may be terminated at any time by either party giving to the other six English Calendar months' prior notice in writing or salary in lieu thereof.
FURTHER RESOLVED THAT Shri U.G. Patel, Director, be and is hereby authorized to enter into necessary agreement on
behalf of the Company with Shri. Uddhav Kanoria.
6. To Consider and if thought fit to pass with or without modification the following resolution as an Ordinary
resolution.
To Appoint a Cost Auditor for Cost Audit of Formulations and fix the Remuneration for the year 2015-16.
“RESOLVED THAT in accordance with Section 148(3) of the Companies Act, 2013, and subject to the approval of the
Central Government Ms. Geetha Santhanagopalan, Cost Accountant, Bengaluru be appointed as Cost Auditor, as
recommended by the Audit Committee and appointed by the Board of Directors of the Company in their meetings held on
25th May 2015, to conduct the audit of Cost Accounts relating to Formulations for the Financial Year ending 31.03.2016, on
remuneration of Rs.60,000/- including out of pocket expenses.
FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to do all such acts and
take all such steps as may be necessary to give effect to this resolution.”
7. To consider and if thought fit, to pass with or without modification, the following resolution as a Special
Resolution;
Revision in salary of Shri. Nirbhay Kanoria, Director
RESOLVED THAT, pursuant to Section 188 of the Companies Act, 2013, read with Rule 15 of the Companies (Meeting of
Board and its Powers) Rules 2014, and other applicable laws, consent of the Members of the Company be and is hereby
accorded for payment of salary of Rs.63,000/- per month, plus statutory and other benefits as per the rules of the company,
to Shri. Nirbhay Kanoria, Director of the Company, with effect from 1st July 2015, with a liberty to the Directors to revise or
otherwise vary the terms provided that the aggregate remuneration payable to Shri. Nirbhay Kanoria shall be in accordance
with the laws, policies, rules, regulation and/or guidelines in force from time to time.
8. To consider and if thought fit, to pass with or without modification, the following resolution as a Special
Resolution;
Sale of Furnishing Fabrics Division of the Company at Kharchi, Gujarat.
RESOLVED THAT consent of the Members of the Company be and is hereby accorded for outright sale of Company's
Furnishing Fabrics Division, situated at Kharchi-Bilwara, Taluk Jhagadia, Dist. Bharuch, Gujarat, having approximate area
of 77472 Sq.Ft. and constructed area of 30000 Sq.Ft. along with manufacturing facility thereof with all its assets, on such
consideration which the Chairman & Managing Director of the Company, deems beneficial to the Company.
By order of the Board
Mumbai 27th July 2015
Registered Office:No.41, 3rd cross, V Block, Rajajinagar, Bengaluru 560 010
B. SubbarayaluCompany Secretary
NOTES:
1. IN TERMS OF SECTION 105 OF THE COMPANIES ACT, 2013 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE
PROXY NEED NOT BE A MEMBER AND THE PROXY FORM, TO BE EFFECTIVE, MUST BE DEPOSITED AT THE
REGISTERED OFFICE OF THE COMPANY AT LEAST 48 HOURS BEFORE THE COMMENCEMENT OF THE
MEETING.
3
2. The quorum for the Annual General Meeting, as provided in Section 103 of the Companies Act,2013 read with Article 84, is
fifteen members, personally present in the meeting at the commencement of business.
3. The Register of Members and the Share Transfer Books of the Company will remain closed for 8 days from 14th
September 2015 to 21st September 2015 both days inclusive.
4. The Company has established the Electronic Connectivity with NSDL and CDSL to facilitate holding and transfer of shares
in de-materialized form. The International Securities Identification Number (ISIN) allotted to the Company's equity is
INE570E01016. The shareholders may get their holding into de-materialized form.5. Members, holding shares in physical form, may notify change in their address, by quoting Folio Number, to the Company or
to the Share Transfer Agents. Those who hold shares in de-materialisation form, may notify the change in address to the
Depository Participant, where such shareholder have a demat account.
6. Copies of the Annual Report 2014-15 (Nine months ended), Notice of the said Meeting, Attendance Slip, Proxy Form and
Ballot Form are being sent by electronic mode to all those members whose e-mail addresses are registered with the
Company/RTA or Depository Participant for communication purposes unless any member has requested for a hard copy
of the same. For members who have not registered their e-mail addresses, physical copies of the Annual Report 2014-15
(Nine months ended), Notice etc., are being sent by the permitted mode.
7. An explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 is annexed hereto.
8. Members who have not registered their e-mail addresses so far are requested to register their e-mail addresses for
receiving all communication including Annual Report, Notices, circulars etc., from the Company in electronic mode.
9. Members who wish to claim dividends, which remain unclaimed, are requested to either correspond with the Secretarial
Department at the Company's Registered Office or the Company's Registrars and Share Transfer Agents M/s Canbank
Computer Services Ltd. Members are requested to note that dividends not encashed or claimed within seven years and
30 days from the date of declaration of the Dividend, will, as per Section 205 A(5) read with Section 205 C of the Companies
Act, 1956, be transferred to the Investor Education and Protection Fund of Government of India. In view of this, members
are advised to send all the un-encashed dividend warrants to the Company or our Registrars for revalidation and encash
them before the due dates.
Statement of unclaimed Dividends for the previous years:
Financial YearUnclaimed amountas on
31.3.2015. (Amount in Rs.)Due date/ date of transfer to Investor
Education and Protection Fund
2009-10
2010-11
2011-12
2012-13
1,52,058
1,46,279
1,65,037
1,69,975
13.12.2017
04.12.2018
16.12.2019
14.12.2020
10. Voting through electronic means
a. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management
and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment
Rules, 2015 and Clause 35B of the Listing Agreement, the Company is pleased to provide members facility to exercise
their right to vote on resolutions proposed to be considered at the 92nd Annual General Meeting (AGM) by electronic
means and the business may be transacted through e-Voting Services. The facility of casting the votes by the
members using an electronic voting system from a place other than venue of the AGM ("remote e-voting") will be
provided by National Securities Depository Limited (NSDL).
b. The facility for Voting through ballot paper shall be made available at the 92nd AGM and the members attending the
meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through
ballot paper.
c. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be
entitled to cast their vote again.
4
d. The remote e-voting period commences on 18th September 2015 (9:00 am) and ends on 20th September 2015 (5:00
pm). During this period members' of the Company, holding shares either in physical form or in dematerialized form, as
on the cut-off date of 14th September 2015, may cast their vote by remote e-voting. The remote e-voting module shall
be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not
be allowed to change it subsequently.
e. The process and manner for remote e-voting are as under:
In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company / Depository Participants(s)]:
(i) Open email and open PDF file viz; "Anglo-French Drugs & Industries Ltd remote e-voting.pdf" with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/PIN for remote e-voting. Please note that the password is an initial password.
(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/
(iii) Click on Shareholder - Login
(iv) Put user ID and password as initial password/PIN noted in step (i) above. Click Login.
(v) Password change menu appears. Change the password/PIN with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.
(vii) Select "EVEN" of "Anglo-French Drugs & Industries Ltd".
(viii) Now you are ready for remote e-voting as Cast Vote page opens.
(ix) Cast your vote by selecting appropriate option and click on "Submit" and also "Confirm" when prompted.
(x) Upon confirmation, the message "Vote cast successfully" will be displayed.
(xi) Once you have voted on the resolution, you will not be allowed to modify your vote.
(xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc., together with attested specimen signature of the duly authorized signatory (ies) who are authorized to vote, to the Scrutinizer through e-mail to [email protected] with a copy marked to [email protected]
f. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section of www.evoting.nsdl.com or call on toll free no.:1800-222-990.
g. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote.
h. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).
i. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 14th September 2015.
j. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 14th September 2015, may obtain the login ID and password by sending a request at [email protected] or [email protected]
However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.
k. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the 92nd AGM.
l. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.
m. Shri. Venkatesha Bhat, Chartered Accountant, (Membership No.131243) and Partner M/s. G.P.V. & Co., Chartered Accountants has been appointed for as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.
5
n. The Chairman shall, at the 92nd AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of "Polling Paper" for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.
o. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
p. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.afdil.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited, Dissemination Board, Mumbai.
ANNEXURE TO NOTICE
Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013.
ITEM No. 4
The Board of Directors in their meeting held on 28.4.2014 had approved the re-appointment of Shri. Abhay Kanoria, Chairman
& Managing Director for a period of three years with effect from 1.4.2014, without any increase in his remuneration, with the
liberty to revise the remuneration after six months. The consent of the Members of the Company was accorded in the AGM
held on 27th October 2014.
On recommendation of the Nomination and Remuneration committee, the Board of Directors of the Company, at their meeting
held on 25th May 2015 approved the revision in remuneration payable to Shri. Abhay Kanoria, Chairman & Managing Director,
with effect from 1.4.2015, for the remaining period of his appointment till 31.3.2017, subject to the approval of the Members of
the Company.
Except Shri. Abhay Kanoria and Shri. Uddhav Kanoria, no other Director is concerned or interested in this resolution.
The Board accordingly recommends the resolution as set out in Item no.4 of the Notice for approval of the Members.
ITEM No.5
On recommendation of the Nomination and Remuneration committee, the Board of Directors of the Company, at their meeting
held on 25th May 2015 approved re-appointment of Shri. Uddhav Kanoria, Whole-time Director of the Company to be
designated as President and Whole-time Director, for 3 years with effect from 10th August 2015 subject to approval of the
Members.
Except Shri. Abhay Kanoria and Shri. Uddhav Kanoria, no other Director is concerned or interested in this resolution.
The Board accordingly recommends the resolution as set out in Item no.5 of the Notice for approval of the Members.
ITEM NO.6
On recommendation of the Audit Committee, the Board of Directors of the Company at their meeting held on 25th May 2015
approved the appointment of Ms. Geetha Santhanagopalan, Cost Accountant, Bengaluru as Cost Auditor, of the Company,
to conduct the audit of Cost Accounts relating to Formulations for the Financial Year ending 31.03.2016, on such remuneration
including out of pocket expenses as may be fixed by the Chairman & Managing Director.
In accordance with the provision of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the
remuneration payable to the Cost Auditors has to be ratified by the Members of the Company.
Accordingly, consent of the members is sought for passing an Ordinary Resolution for ratification of the remuneration payable to
Cost Auditor for the financial year ending 31st March 2016, at Rs.60,000/- including out-of pocket expenses.
The Board accordingly recommends the resolution as set out in Item No.6 of the Notice for approval of the Members.
6
ITEM No.7
Shri. Nirbhay Kanoria, son of Shri. Abhay Kanoria, Chairman & Managing Director, is the Director of the Company. Taking in to
account the Company’s activities and consequent increase in the responsibility of Shri. Nirbhay Kanoria as a Director in charge
of Marketing and Administration Departments of Pharma Division, the Board of Directors of the Company, in terms of Section
188 of the companies Act, 2013 read with Rule 15 (3) of the Companies (Meetings of Board and its Powers) Rules 2014,
approved revision in his salary with effect from 1st July 2015, subject to the approval of the Members of the Company. Except Shri. Abhay Kanoria and Shri. Uddhav Kanoria, no other Director is concerned or interested in this resolution. The Board accordingly recommends the resolution as set out in Item No.7 of the Notice for approval of the Members.
ITEM No.8
The Company has a Furnishing Fabrics Division, commissioned in 1994 at Kharchi-Bilwara, TalukJhagadia, District Bharuch,
Gujarat.
The operations of the Furnishing Fabrics Division was curtailed during 2013, as the division reported loss continuously. Even
after curtailing the operations, it is becoming un-viable to continue the operations of the said division as the division is incurring
loss every year thereby increasing the liability of the Company. Therefore it would be beneficial to sell the said facility.
The Board of Directors in their meeting held on 27th October 2014, approved for an outright sale of land of the Furnishing
Fabrics Division, situated at Kharchi-Bilwara, Taluk Jhagadia, Dist. Bharuch, Gujarat, having approximate area of 77472
Sq.Ft. and constructed area of 30000 Sq. Ft. along with building and Machineries to M/s Broach Textiles Mills Ltd., M.G. Road,
Bharuch, Gujarat, for a consideration which the Chairman & Managing Director deems beneficial to the Company, in
accordance with Section 180 and Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of
Board and its Powers) Rules, 2014 subject to the approval of the members of the Company.
The Board accordingly recommends the resolution as set out in Item No.8 of the Notice for approval of the Members.
By order of the Board
Mumbai 27th July 2015
Registered Office:No.41, 3rd cross, V Block, Rajajinagar, Bengaluru 560 010
B. SubbarayaluCompany Secretary
7
Anglo-French Drugs & Industries LimitedNo.41, 3rd Cross, V Block, Rajajinagar, Bengaluru – 560 010
CIN: L24230KA1923PLC010205www.afdil.com
ATTENDANCE SLIP
I hereby record my presence at the Ninety Second Annual General Meeting held on Monday the 21st September 2015 at 4.00 PM at Hotel Abhimaani Vasathi, # 2/9, Dr. Rajkumar Road, Rajajinagar, Bengaluru - 560 010,
Name of the Shareholder(s) ……………………………………………………………………………………………........................(in Capital Letters)
Name of the Proxy or Company's Representative …………………………………………………………………….......................(in Capital Letters)
Signature of Shareholder(s) ORProxy or Company's Representative …………………………………………………………………….......................................….
Note : 1. A proxy attending on behalf of Shareholder(s) should write the name of the Shareholder(s) from whom he holds Proxy.
2. Members are requested to bring their copy of the Annual Report to the Meeting as additional copies of the same will not be made available at the Meeting.
Reg.Folio No. ……………………………
*Client ID No. …………………………..
* DP ID No. ……………………………...
* Applicable for investors holding shares in electronic form.
No. of Shares held :
Anglo-French Drugs & Industries LimitedNo.41, 3rd Cross, V Block, Rajajinagar,
Bengaluru – 560 010CIN: L24230KA1923PLC010205
www.afdil.com
PROXY FORM(Form No.MGT-11)
[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration Rules. 2014)
CIN
Name of the Company
Registered Office:
E-mail:
L24230KA1923PLC010205
Anglo-French Drugs & Industries Ltd.
No.41, 3rd Cross, V Block, Rajajinagar, Bengaluru – 560 010
Tel No.: 080-23156757, Fax No.080-23389963/ 23306596,
[email protected], Website: www.afdil.com
:
:
:
:
Name of the Member(s):
Registered Address:
E-mail ID :
Folio No./Client ID or DP ID :
I/We, being the Member(s) of …………….............................… equity shares of the above named Company, hereby appoint:
1. Name: ………………………………………………………………............................................................………..
Address : ...........................................................................................................................................................
...........................................................................................................................................................................
E-mail ID:.................................................................................Signature:..........................................................
Or failing him/her
1. Name: ………………………………………………………………............................................................………..
Address : ...........................................................................................................................................................
...........................................................................................................................................................................
E-mail ID:.................................................................................Signature:..........................................................
Or failing him/her
1. Name: ………………………………………………………………............................................................………..
Address : ...........................................................................................................................................................
...........................................................................................................................................................................
E-mail ID:.................................................................................Signature:..........................................................
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 92nd Annual General Meeting of the Company, to be held on Monday the 21st September 2015 at 4.00 pm at Hotel Abhimaani Vasathi, # 2/9, Dr. Rajkumar Road, Rajajinagar, Bengaluru - 560 010, and at any adjournment thereof in respect of such resolutions as are indicated below;
:
:
:
:
Resolution
No.
Notes:
1. This form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
2. Please complete all details including details of Member(s) before submission.
I assent
to the resolution
I dissent
to the resolutionDescription
Consideration and adoption of audited financial statements for the year ended 31st March 2015 (Nine months ended) together with the Reports of Directors and Auditors
1.
Re-Appointment of Shri. Sujay Banarji as Director who retires by rotation.
2.
Appointment of statutory Auditors of the Company to hold office from the conclusion of this meeting till the conclusion of the 93rd Annual General Meeting of the Company and to authorize the Board of Directors to fix the remuneration.
3.
Revision in remuneration payable to Shri. Abhay Kanoria, Chairman & Managing Director w.e.f. 1.4.2015
4.
Re-Appointment of Shri. Uddhav Kanoria, as Whole-time Director w.e.f. 10th August 2015
5.
To Appoint a Cost Auditor for Cost Audit of Formulations and fix the Remuneration for the year 2015-16
6.
Revision in salary payable to Shri. Nirbhay Kanoria, Director w.e.f. 1st July 2015.
7.
Sale of Furnishing Fabrics Division of the Company at Kharchi, Gujarat.
8.
Signed this …….......................................……………………. Day of ………................................……. 2015.
Signature of Shareholder
Signature of Proxy holder (s)
Affix Revenue
Stamp