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ANNUAL REPORT2013 - 2014

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14, N. S. Road, 3rd Floor, Room No. 314BKolkata - 700 001

ANNUAL REPORT2013 - 2014

LYKIS LIMITED

THNOTICE IS HEREBY GIVEN THAT THE 30 ANNUAL GENERAL MEETING OF THE MEMBERS OFth

LYKIS LIMITED will be held at YWCA Hall, 134, S.N Banerjee Road, Kolkata- 700013 on Tuesday,30

September,2014 at 10.30A.M to transact the following business:

ORDINARYBUSINESS:st

1. To receive, consider and adopt the Financial Statements of the Company for the year ended 31st

March,2014 including audited Balance Sheet as at 31 March, 2014 and the Statement Of Profit and Loss

for the year ended on that date and the reports of the Board of Directors andAuditors thereon.

2. To appoint a Director in place of Mr. Nadir Umedali Dhrolia (Din: 03303675), who retires by rotation and

being eligible, offers himself for re-appointment.

3. To appoint M/s. Sanjay P. Agarwal & Associates, Chartered Accountants, (Firm Regn.No. 325683E) as

StatutoryAuditors of the Company and to fix their remuneration.

SPECIAL BUSINESS:

4. Appointment of Mr. Bhagwati Prasad Lohia as an Independent Director of the Company.

To consider and if thought fit to pass with or without modification(s) the following resolution as an

Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and all

other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and

Qualification of Directors) Rules, 2014(including any statutory modification(s) or re-enactment thereof for

the time being in force) and Clause 49 of the Listing Agreement as may be in force from time to time, Mr.

Bhagwati Prasad Lohia (DIN: 01778213), an existing Non-Executive Independent Director of the

Company, in respect of whom the Company has received a notice in writing under Section 160 of the

CompaniesAct, 2013, be and is here by appointed as an Independent Director of the Company for a term

of five consecutive years and that he shall not be liable to retire by rotation”.

5. Appointment of Mr.Mayank Jhunjhunwalaas an Independent Director of theCompany.

To consider and if thought fit to pass with or without modification(s) the following resolution as an

Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and all

other applicable provisions of the Companies Act, 2013 and the Companies(Appointment and

Qualification of Directors) Rules, 2014(including any statutory modification(s) or re-enactment thereof for

the time being in force) and Clause 49 of the Listing Agreement as may be in force from time to time,

Mr.Mayank Jhunjhunwala (DIN: 02695948)who was appointed as an Additional Director of the Companyth

by the Board of Directors with effect from 26 February 2014 and who holds office up to the date of this

Annual General Meeting in terms of Section 161 (1) of the Act and in respect of whom the Company has

received a notice in writing from a member under Section 160 of theAct proposing his candidature for the

office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for

five consecutive years and that he shall not be liable to retire by rotation.”

CIN L74999WB1984PLC03806414, N. S. Road, 3rd Floor, Room No. 314B, Kolkata - 700 001

Telefax : 033 2262 5265, E-mail : [email protected], Website : www.lykisgroup.com

Contd....

LYKIS LIMITEDNOTES:

I. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A

PROXY TOATTENDAND VOTE INSTEAD OF HIMSELF/ HERSELFAND THE PROXY NEED NOT TO

BEAMEMBER OF THE COMPANY.

Aperson can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not

more than ten percent of the total share capital of the Company carrying voting rights. A proxy, to be

effective, should be deposited at the registered office of the Company not later than 48 hours before the

meeting.

II. The Register of Members and Share Transfer Books will remain closed from 26.09.2014to

30.09.2014(both days inclusive).

III. The relative Explanatory Statement pursuant to section 102 of the Companies Act, 2013 in respect of

the business under Item Nos. 4 and 5 of the Notice, is annexed hereto.

IV. Members are requested to bring with them the Attendance Slip attached hereto duly filled in and signed

and also their respective copies of the report at the General Meeting.

V. Any query relating to accounts must be sent to the Company's registered office, at least 7 days before the

date of the meeting.

VI. Details in term of Clause 49 of ListingAgreement in respect of the Directors is attached hereto.

VII. Business of the meeting may be transacted through electronic voting system and the Company is

providing facility for voting through electronic means. Details in respect of voting through electronic

means (E-Voting) is attached hereto.

VIII.Members are requested to notify immediately change of address, if any, to the Company in case shares

are held in physical form or to the Depository Participants, where the account is maintained, if held in

demat form.

IX. Members are requested to bring their Client ID and DP ID or Folio Numbers, as may be applicable, for

easy identification of attendance at the meeting.

For and on behalf of the Board

Place : Kolkata PRINCETULSIAN

Dated : 14thAugust, 2014 Managing Director

(DIN- 02691348)

LYKIS LIMITEDEXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102

OFTHECOMPANIESACT,2013

Item no.4

Mr. Bhagwati Prasad Lohia (DIN: 01778213) was appointed as Independent Director on May 2nd , 2011, inthe category of 'Non-Executive Independent' and is continuing as 'Independent Director'.

In order to ensure compliance with the provisions of Sections 149 and 152 read with Schedule IV and all otherapplicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification ofDirectors) Rules, 2014(including any statutory modification(s) or re-enactment thereof for the time being inforce) and Clause 49 of the Listing Agreement as may be in force from time to time, it is proposed that approvalof the shareholders be accorded for the appointment of Mr. Bhagwati Prasad Lohia (DIN: 01778213) as'Independent Director' for a period of five consecutive years, and pass the resolution.

Mr. Bhagwati Prasad Lohia (DIN: 01778213) has confirmed compliance with the criteria of Independence asprovided under Section 149 (6) of theAct. Further, in the opinion of the Board, Mr. Bhagwati Prasad Lohia (DIN:01778213) fulfills the conditions specified in the Companies Act, 2013 and the Rules made thereunder, and heis independent of the Management.

Except for Mr. Bhagwati Prasad Lohia (DIN: 01778213) no other Directors/Key Management Personnel ofthe Company are in any way concerned or interested in the above Resolution.

Item no.5

Mr. Mayank Jhunjhunwala (DIN: 02695948) was appointed as Additional Director on February 26th, 2014, interms of Section 161 (1) of the Companies Act, 2013, in the category of 'Non-Executive Independent' and iscontinuing as 'Independent Director'. In terms of the aforesaid section of the Companies Act, 2013, anAdditional Director shall hold office up to the date of the next AGM and be eligible for appointment to the officeof a director at General Meeting in terms of Section 160 of the CompaniesAct, 2013.

In order to ensure compliance with the provisions of Sections 149 and 152 read with Schedule IV and all otherapplicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification ofDirectors) Rules, 2014(including any statutory modification(s) or re-enactment thereof for the time being inforce) and Clause 49 of the Listing Agreement as may be in force from time to time, it is proposed that approvalof the shareholders be accorded for the appointment of Mr. Mayank Jhunjhunwala (DIN: 02695948) as'Independent Director' for a period of five consecutive years, and pass the resolution.

Mr. Mayank Jhunjhunwala (DIN: 02695948) has confirmed compliance with the criteria of Independence asprovided under Section 149 (6) of theAct. Further, in the opinion of the Board, Mr. Mayank Jhunjhunwala (DIN:02695948) fulfills the conditions specified in the Companies Act, 2013 and the Rules made thereunder, and heis independent of the Management.

Except for Mr.Mayank Jhunjhunwala (DIN: 02695948) no other Directors/Key Management Personnel of theCompany are in any way concerned or interested in the above Resolution.


Place: Kolkata PRINCETULSIAN

Dated : 14thAugust, 2014 Managing Director

(DIN – 02691348)

LYKIS LIMITEDANNEXURE TO THE NOTICE

Brief resume of Directors proposed to be appointed/reappointed as required under Clause 49 of

the ListingAgreement with the Stock Exchange –

Reappointment of Mr.NadirUmedali Dhrolia

Mr. Nadir Dhrolia, aged 39 years, has more than 20 years of experience in the African markets in

diversified products. His contribution towards export business will be immense importance to the

company to grown in the industry. He does not hold any shares in the Company.

Other directorships :

Spectra International Private Limited (Managing Director), Vintage Bottlers Private Limited

(Director), Sterling Confectioners Private Limited (Director), Lykis Marketing Private Limited

(Director), Lykis Pharma Private Limited (Director), Lykis Agritech Private Limited (Director),

Lykis Biscuits Private Limited (Director)

Reappointment of Mr.Bhagwati Prasad Lohia

Mr. B.P. Lohia, aged 56 years, is a B. Com graduate. He has a rich experience and expertise in

export business. He has over 36 years of experience in financial Management and industrial

matters. His rich experience helps the company in financial activities and legal matters. He does

not hold any shares in the Company.


Maya Infraex Private Limited (Director)

Appointment of Mr.MayankJhunjhunwala

Mr. MayankJhunjhunwala, aged 30 years, is a B. Com graduate. He has an overall experience of

12 years in financial and industrial matters. He does not hold any shares in the Company.


APJ Merchants Private Limited (Director),Amazon Equity Broking Private Limited (Director).

LYKIS LIMITEDVOTING THROUGH ELECTRONIC MEANS

(1) In compliance with Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Managementand Administration) Rules, 2014, the Company is pleased to provide an option to the members holdingshares in demat form and in physical form, to vote by way of electronic voting / e-voting to enable membersto cast their vote electronically.The Company has appointed National Securities Depository Limited (NSDL) to provide e-voting facility toits members.The voting period starts on 25/09/2014 at 10.00 a.m. and ends on 26/09/2014 at 6.00 p.m. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote is casted by shareholder, theshareholder shall not be allowed to change it subsequently.The cut-off date (record date) for shareholders eligible to vote electronically is 22/08/2014. Those notcasting their vote electronically, may only cast their vote at theAnnual General Meeting.

(2) Agarwalla Dinesh & Co. of 7, Mangoe Lane, Room No. 105, 1st Floor, Kolkata - 700 001, PracticingCompany Secretaries, has been appointed as Scrutinizer for conducting the e-voting process in a fair andtransparent manner.

(3) The instructions for e-voting are as under:i) Open e-mail and open PDF file viz; “LykisLtd_e-voting.pdf” with your Client ID or Folio Number as

Password. The said PDF file contains your user ID and Password for e-voting. Please note that thepassword is an initial password.

ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.comiii) Click on Shareholders – Loginiv) Put user ID and Password as initial password noted in step (i) above. Click Login.v) Password change menu appears. Change the password with new password of your choice with

minimum 8 digits/ characters or combination thereof. Note your new password. It is stronglyrecommended not to share your password with any other person and take utmost care to keep yourpassword confidential.

vi) Home page of e-voting opens. Click on e-voting:Active voting cycles.

vii) Select “EVEN” (E-Voting Event Number) of Lykis Limited 100746viii) Cast your vote by selecting appropriate option and click on “submit” and also “confirm” when

prompted.ix) Upon confirmation, the message “vote cast successfully” will be displayed.x) Once you have voted on resolution, you will not be allowed to modify your vote.xi) 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 attestedspecimen signature of duly authorized signatory(ies) who are authorized to vote, to the scrutinizerthrough e-mail : [email protected] with a copy marked to [email protected]

(4) In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for shareholders and e-voting user manual for shareholders available at the Downloads section of www.evoting.nsdl.com

(5) If you are already registered with NSDL for e-voting then you can use your existing user ID and Passwordfor casting vote

(6) You can also update your mobile number and e-mail id in the user profile details of the folio which may beused for sending communication(s).

.(7) The voting rights of a shareholders shall be in proportion to their shares of the paid up equity share capital of

the Company as on the cut-off date /record date of 22/08/2014.(8) The Scrutinizer shall within a period of not exceeding three (3) working days from the conclusion of the e-

voting make a Scrutinizer's Report of the votes cast in favour or against, if any, forthwith addressed to theChairman of the Company.

(9) The Results shall be declared on or after the AGM of the Company. The Results declared alongwith theScrutinizer's Report shall be placed on the Company's website 'www.lykisgroup.com', and shall becommunicated to the Stock Exchange.

30th Annual Report

2013-2014

AUDITORS

CHIEF EXECUTIVE OFFICER

M/s. Sanjay P. Agarwal & Associates

Chartered Accountants

4, Fairlie Place, "HMP House"

Mazzenine Floor, Room No. M-29

Kolkata - 700 001

BANKERS

Indian Bank

ICICI Bank

DCB Bank

Canara BankREGISTERED OFFICE

14, N.S.Road, 3rd Floor,Sathi chamber, Room No. 314B,

Kolkata - 700 001

BOARD OF DIRECTORS

Mr. Vijay Kishanlal Kedia, Chairman Non-ExecutiveMr. Prince Tulsian, Managing Director

Mr. Bhagwati Prasad LohiaMr. Nadir Umedali Dhrolia

Mr. Nazim CharaniaMr. Mayank Jhunjhunwala

Mr. Pawan Kumar Gupta

REGISTRAR & SHARE TRANSFER AGENT

M/s. R & D Infotech Pvt. Ltd.7A, Beltala Road, 1st Floor

Kolkata - 700 026

Mr. Agnelo Fernandes

Mr. Udayan Bal

COMPANY SECRETARY

COMPLIANCE OFFICER

thMorya Classic, 405/406, 4 Floor

Opp: Infinity Mall, Off New Link RoadAndheri(W), Mumbai – 400 053

CORPORATE OFFICE

2. INFORMATIONONSTATUSOFCOMPANY'S AFFAIRS:

During the period under review the company has taken efficient measures to control itscosts and increase its sales.

The company diversified and expanded the Business by entering FMCG businessincluding Food, Pharma and Cosmetics alongwith Tea and completed this financial year with ahuge increase of turnover.

DIRECTORS' REPORT

ToThe Members,

thYour Directors have pleasure in presenting the 30 Annual Report together with the Audited

stStatements ofAccounts for the year ended on 31 March, 2014.

1. FINANCIAL HIGHLIGHTS

Financial Results

Income 12060.57 1634.44

Profit / (Loss) before Depreciation,Interest and Tax 263.63 17.83

Less : Depreciation 24.98 20.88

Profit / (Loss) after Depreciation but before Interest & Tax 238.65 (3.05)

Less : Interest 110.55 7.93

Profit / (Loss) after Depreciation and Interest but before Tax 128.10 (10.98)

Less : Provision For Taxation

Current Tax 36.80 -----

Deferred Tax 4.35 4.40

Profit / (Loss) after Tax for the period 86.95 (15.38)

Prior period adjustment ---- (0.60)

Profit / (Loss) for the period after adustment 86.95 (15.98)

For the year ended on For the year ended on

( ` in Lakhs )

LYKIS LIMITED

( 02 )( 02 )

31.03.2014 31.03.2013

LYKIS LIMITEDMore information on operational and financial performance is also provided in the

Management Discussion and Analysis Report, which is annexed to the report and has beenprepared in compliance with the terms of Clause 49 of the ListingAgreement.

The Indian FMCG industry, with an estimated market size of ~ Rs.2 trillion accounts for thefourth largest sector in India.In the last decade,the FMCG sector has grown at an average of 11% ayear; in the last five years, annual growth accelerated at compounded rate of ~17.3 %.

A rising number of working women and the reducing popularity of the joint family system hasincreased the demand for processed and packaged food products. Further, rising awareness hasalso boosted demand for personal care and healthcare products. People in the rural areas havebecome more open to consuming modern packages food products and personal groomingproducts as satellite TV and internet powers awareness.

The sector is characterized by strong presence of global businesses, intense competitionbetween organized and unorganized players, well established distribution network and lowoperational cost. Availability of key raw materials, cheaper labor costs and presence across theentire value chain gives India a competitive advantage.Being a consumer driven economy, India isone of the leading FMCG markets in the world

Annual profit of FMCG sector is $14.74 billion. Market growth rate – Rural 40%, Urban 25%.Average Indian spends 40% on Groceries and 8% on personal care. Implementation of theproposed GST and opening FDI are expected to fuel growth of industry's size to $95 billion by 2018.

( 03 )

List of other Directorships/Committee Memberships

Brief Resume and nature of

Expertise in functional areaName of Director

Mr. Vijay Kishanlal KediaAtul Auto (I) LtdThree PL Services Pvt. LtdDharamnagar Tea Estate Pvt. Ltd.Kedia Securities Pvt. LtdLykis Marketing Pvt. LtdLykis Pharma Pvt. LtdRegent Realty Pvt LtdLykis Agritech Private LtdLykis Biscuits Private Ltd

Mr. Prince TulsianHe is aged about 38 years. He is

a B.Com (Hons) graduate. He

has more than 20 years vast

experience in tea plantation and

production of good quality tea.

Dharamnagar Tea Estate (P) Ltd

Mr. Bhagwati Prasad Lohia He is aged about 56 years. He

is a B. Com graduate. He has

over 35 years experience in

export and legal matters.

Maya Infraex Pvt. Ltd.

He is aged about 55 years. He is a

B.Com(Hons.) graduate. He is an

industrialist and has over 36 years

experience in financial and

industrial matters.

YOUR DIRECTORS

Mr. Nazim CharaniaHe is aged about 40 years. He has

over 15 years experience in

FMCG business, Real Estate and

Beverages.

Ransanzi Developers Ltd.

Chrysal Property Leasing Pvt. Ltd.

LYKIS LIMITED

3. DIVIDEND

The company has reported profit on stand-alone basis during the year under review.However, keeping in view the cash flow position, overall financial performance andrequirement of funds in diversification of business, your Directors regret their inability torecommend any dividend during the period.

4. FIXEDDEPOSITS

During the year under review, your company has not accepted any deposits within themeaning of the provisions of section 58Aof the CompaniesAct, 1956

5. INCREASEINSHARECAPITALDuring the year under review, the company alloted 40,00,005 equity shares of ` 10/- eachat a premium of ` 5/- per share against 40,00,005 convertible warrants on 8th April, 2013

thafter realisation of allotment money in full as per the Postal Ballot result dated 16 March,2012.

6. CORPORATESOCIALRESPONSIBILITYThe company shows extreme concern about Corporate Social Responsibility (CSR) andthis is evident from the day-to-day practices and policies that the company adopts.

i. Being in the FMCG Sector, the company is extremely environmental friendly andstrives to contribute towards preserving nature and our environment.

ii. The Company provides several local employment opportunities and contributes

( 04 )

Mr. Mayank JhunjhunwalaHe is aged about 30 years. He is a

B.Com (H) Graduate and a

qualified CFA. He has over 12

years experience in financial and

industrial matters.

APJ Merchants Pvt LtdAmazon Equity Broking Pvt. Ltd

Spectra International Pvt LtdVintage Bottlers Pvt. LtdLykis Marketing Pvt LtdLykis Pharma Pvt LtdSterling Confectioners Pvt LtdLy k i s A g r i t e c h P r i v a t e L t dLykis Biscuits Private Ltd

Mr. Nadir Umedali Dhrolia

He is aged about 39 years. He is

a B. Com graduate. He has

more than 20 years of rich

experience and expertise in the

African markets.

LYKIS LIMITEDtowards improvement in standard of living.

iii. Immense care is taken to ensure that the necessities of all our stakeholders are met.We treasure our employees and ensure their happiness in several ways.

iv. The employees are provided with a healthy working environment, free lunch andproper sanitation and water supply. Considerable amount has been invested intoinfrastruture to ensure health and safety of our employees.

7. CORPORATEGOVERNANCE

SEBI has prescribed certain Corporate Governance Standards vide Clause 49 of theListing Agreement. Your Directors re-affirm their commitment to these Standards and adetailed report on Corporate Governance together with the Auditor’s Certificate on itsCompliance is annexed hereto.

8. DIRECTORS’ RESPONSIBILITYSTATEMENT

Pursuant to the provisions of sub-section (2AA) of Section 217 of the Companies Act,1956, it is hereby confirmed :

i. That in the preparation of the Accounts , the applicable accounting standards AS21have been followed along with proper explanation relating to material departures;

ii. That the Directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company for the financial

styear ended on 31 March, 2014 and of the Statement of Profit & Loss account of thecompany for that period;

iii. That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the CompaniesAct, 1956 for the safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; and

iv. That the Directors had prepared the annual accounts on a going concern basis.

9. STATUTORYREQUIREMENTS

A) As per provision of section 217(2A) of the Companies Act, 1956 the statement ofparticulars of the employees etc forms part of this report. However, as per theprovisions of section 219(1)(b)(iv) of companies Act 1956, the Annual Reportexcluding the above said information is being sent to all the members and otherentitled persons. Any member interested in obtaining such particulars may write tothe company secretary at the registered office of the company.

B) A statement showing particulars of the conservation of energy etc. as are requiredunder Sec 217(1)(e) of the Companies Act, 1956 read with the Company's(disclosures of particulars in the Report of the Board of Directors) Rules, 1988 isannexed herewith.

( 05 )

LYKIS LIMITED10. AUDITORS

The Auditors' Report and the Notes on Account being self explanatory, are not dealtwith separately. The Auditors of the company M/s. Sanjay P. Agarwal & Co.,CharteredAccountants retire and being eligible, offer themselves for re-appointment.

11. DIRECTORS

Mr. Nadir Umedali Dhrolia (DIN - 03303675) retires by rotation at the forthcomingAnnual General Meeting and he being eligible, offers himself for re-appointment.

In order to broad base the Board and to comply with the requirements of CompaniesAct and Stock Exchange Listing Agreement, Mr. Mayank Jhunjhunwala (DIN -02695948) has been inducted on the Board as an Additional Independent Directorwith effect from 26.02.2014.

In line with the provisions of Section 149 and other applicable provisions of theCompanies Act, 2013, Mr. Bhagwati Prasad Lohia (DIN- 01778213), Mr. MayankJhunjhunwala (DIN-02695948) are being appointed as independent directors for fiveconsecutive years from the date of the ensuingAnnual General Meeting.

Necessary resolutions for the appointment / reappointment of the aforesaid directorshave been included in the notice convening the ensuing AGM and requisite detailshave been provided in the explanatory statement of the notice. Yours directorscommend their appointment / reappointments.

ACKNOWLEDGEMENTThe Directors wish to place on record their sincere thanks to the officials of concernedGovt. Departments, Statutory Authorities, Banks and other Institutions for their co-operation and assistance. The directors also wish to express their sincere thanks tothe shareholders and the investing public who have placed due trust in the companyand the staff and employees for rendering loyal and efficient services to the company.


Place : Kolkata VIJAY KISHANLAL KEDIADated : 14th August, 2014 Chairman

( 06 )

Power and Fuel Consumption Current Year Previous Year

``

`

``

``

1. Electricity

(a) Purchased Unit 248117.00 250673.00

Total Cost ( ) 1794179.00 2106812.00

Rate / Unit ( ) 7.23 8.40

(b) Own Generation

(i) Through Diesel Generator

Units 93945 250855

Unit per Ltr. of Diesel 2.995 3.26

Cost / Unit. ( ) 18.24 14.51

(ii) Through Steam - - - - - -

Turbine/Generator Unit - - - - - -

(iii) Unit per Ltr. of Fuel - - - - - -

Oil/Gas - - - - - -

Cost/Unit - - - - - -

2. Coal

Qty. (MT) 415.57 615.309

Total Cost ( ) 2475315.80 3994006.58

Avg. Rate ( ) 5956.43 6491.06

3. Furnace Oil

Qty. (K. Ltrs.) 229.05 248.65

Total Cost ( ) 56462.67 54431.31

Avg. Rate ( ) 246.51 218.91

4. Other/Internal generation Nil Nil

ANNEXURETOTHEDIRECTORS' REPORT

A. CONSERVATION OF ENERGY

Particulars of conservation of energy and technology absorption in terms of Section 217(1)(e) ofthe Companies Act, 1956 read with the Companies (Disclosure of particulars in report of the

stBoard of Directors) Rules 1988 forming part of the Directors' Report for the year ended on 31March, 2014.

(a) Energy Conservation measures taken : Constant monitoring of power factor.(b) Investment for reduction of consumption of energy : 250 KVA HITECH SILENT DIESEL

GENERATING SET is maintained for last two years in replacement of noisy fuelinefficient engine.

(c) Impact of measures at (a) & (b) above for reduction of energy consumption andconsequent impact on the Cost of Production of goods : Benefits have accrued at teafactory of the company.

(d) Total energy consumption per unit of production.

FORM —AFORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT OF CONSERVATION OF ENERGY

LYKIS LIMITED

( 07 )

LYKIS LIMITED

TECHNOLOGYABSORPTION

Efforts made in technology absorption - as per Form - B given below :

FORM–B

FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGYABSORPTIONADAPTATIONAND INNOVATION, RESEARCHAND DEVELOPMENT (R & D)

RESEARCHANDDEVELOPMENT(R&D)

1. Specific areas in which Research and Development (R & D) carried out by the Company :

The main concentration of R & D activity was in the field of plantation. Trials were carried out onpruning cycle, growth regulators, optimum use of fertilizers and manures, some agro chemicalwere applied.

2. Benefit derived as a result of above.

The findings helped to improve tea husbandry for sustained high cropping in years to come.

3. Future Plan of action:

Long term trials will be continued to solve some problem and fresh field will be introduced forshort term and medium term gains.

4. Expenditure on R & D:

Current Year Previous Year

Recurring 16,616.00 19,543.00

Percentage of R & D expenditure on turnover 0.03 0.04

TechnologyAbsorption,Adaptation and Innovation

1. Efforts, in brief, made towards technology absorption, adaptation and innovation :

The Company continuously makes investment in technological tools and imparts its employeestraining on the new technologies for deployment on development projects to support the businessof the Company.

CONSUMPTION PER UNIT OF PRODUCTION

Electricity (in unit)

Furnace Oil (in Ltr.)

Coal ( Mixture ) (in Kg.)

For Black Tea Per Kg.Previous YearCurrent Year

1.03

0.001

1.26

1.20

0.001

1.46

` `

( 08 )

LYKIS LIMITEDImprovement were brought out in the manufacturing process by bringing in new generation

machines and better processing conditions.

2. Benefits derived as a result of above efforts e.g. product improvement, cost reduction product

development etc. :

Standardization of product and field practices to a large extent.

3. Imported Technology - Nil

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

(` in Lakhs)Current Year Previous Year

Foreign Exchange outgo 68.31 NIL

Foreign Exchange earned 9787.09 220.53


Place : Kolkata VIJAY KISHANLAL KEDIADated : 14th August, 2014 Chairman

( 09 )

LYKIS LIMITEDMANAGEMENT DISCUSSION AND ANALYSIS

In view of diversification of business, constant monitoring regarding quality control of all products ofthe company is maintained every moment. In competition with other global players, our companyproceeded with reasonable price and genuine items. As a result the turnover of the companyincreased substantially as compared to earlier years. The export demand was also steadythroughout the year. In tea, domestic consumption is increasing year by year. The new extensionwork became a continuous activity at our Iringmara Tea Estate. The production at our tea estate isincreasing gradually from our own greenleaf together with the purchased leaf from other gardens.In future years our tea estate will be one of the giant producer garden in that area of Assam. Wehave started packet tea brand “CHEERS” and are getting fair response in the market. We have alsostarted Government Organisation supplies namely Central Police Canteen of our packet tea as dryration item.

INTERNAL CONTROL SYSTEMANDADEQUACY

The company has proper and adequate system of Internal Controls which is commensurate with the size and the nature of business, to ensure that all assets are safeguarded and protected againstloss from unauthorised use or disposal and commercial transactions are authorised, recorded andreported correctly. The internal control is supplemented by an extensive program of internal andexternal audits. The company accords greatest importance to the security of its information assetsand has the requisite security controls and checks. Adequate storage and back-up system ismaintained to ensure security and availability of data at all times.

STRENGTHS

Lykis is an existing brand, experienced in operations and management of FMCG products.Operations are handled by a strong experienced management and professional team and alsothere is a strong technical and development team for support. Moreover, the company launchedpacket tea brand “CHEERS” and is getting fair response in the normal domestic market, malls anddepartmental stores.

RISK ANDCONCERN

Fast expansion in various geographical locations may require more exposure in management andcontrol.

THREATS

Since it is a growing industry, there is a threat of competition from the other players who might try tocreate an unhealthy practice of competition by compromising on the quality and pricing. We havean established team of professionals to handle the operations and are in the process of hiring moresuch kinds of professionals.

OPPORTUNITIES

FMCG industry is a growing industry in India. FMCG is indigenous to India and because of its pre-eminence as a foreign exchange earner. Indian FMCG industry represents nearly 2.5% of thecountry's GDP.

( 10 )

LYKIS LIMITEDREPORT ON CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement with BSE Limited (BSE) some bestpractices are followed on Corporate Governance. The report containing the details of corporategovernance systems at Lykis Limited is as under:

1. Company's Philosophy on Codeof CorporateGovernanceCorporate Governance is a set of systems and practices to ensure that the affairs of theCompany are being managed in a way which ensures accountability, transparency, fairness and integrity in all its transactions to enhance the interest of all its shareholders/investors,suppliers and customers. The company operating in the FMCG and labour intensive teaindustry gives due emphasis to the human assets and excellent relations are being maintainedat all levels to secure optimum results.

2. Board of DirectorsThe Board of Directors meet at least once a quarter to review quarterly results and other itemson theAgenda as well as on the occasion of theAnnual General Meeting of shareholders of thecompany.Additional Board Meetings are convened as and when necessary.

3. Composition of theBoard of DirectorsThe Board of Directors of the Company represents an optimum combination of Executive andNon-Executive Directors for its independent functioning. The Chairman of the Board is a Non-Executive Director. As on 31st March, 2014, the Board of Directors of the Company (’theBoard') comprised of 6 Directors, out of whom 2 are Independent Directors. The detailsregarding Composition of the Board and category of Directors are provided in the below

mentioned table.

4. Details of Directors and other Particulars aregiven below :

Mr. Vijay Kishanlal Kedia

Mr. Prince Tulsian

Mr. Bhagwati Prasad Lohia

Mr. Nadir Umedali Dhrolia

Mr. Nazim S. Charania

Mr. Mayank Jhunjhunwala

1

2

3

4

5

6

Non Executive Non independent director

Executive director

Non Executive independent director



Non Executive independent director

Chairman

Managing Director

Director

Director

Director

Director

Name of the directorSl.No.

Category Designation

None of the Directors of the Board is a member of more than 10 Committees or Chairman of morethan 5 Committees (as specified in Clause 49 of the Listing Agreement) across all Public LimitedCompanies in which he is a Director.

No director is related to any other director in the Board in terms of the definition of “relative” givenunder the CompaniesAct, 2013.

5. Board Meetings and Procedures

The Board of Directors of the Company have complete access to any information pertaining toactivities and operations of the Company. Regular updates at such Meetings, inter-alia,

( 11 )

LYKIS LIMITEDinclude updates on operations of the Company, presentations on financials including detailsof non-compliance of any regulatory, statutory or listing agreement requirements, if any, andmajor developments during the period.

During the Financial Year 2013-14, 12 (Twelve) Board Meetings were held as follows:

8/4/2013, 16/4/2013, 15/5/2013, 30/5/2013, 13/08/2013, 27/09/2013, 11/10/2013,7/11/2013, 18/11/2013, 9/12/2013, 14/2/2014, 30/3/2014

thThe Company held its LastAnnual general Meeting on 28 September, 2013.

6. Details of Directors' attendanceand other particulars aregiven below:

As required by Clause 49 of the Listing Agreement, the disclosure includes memberships /chairmanship of Audit Committee and Shareholders Grievance Committee in Indian PublicCompanies (listed and unlisted). The status is as on March 31st, 2014.

7.BRIEFPROFILEOFDIRECTORSMr. Vijay Kishanlal Kedia, aged 55 years, is the Chairman of the company. He is also thefounder and managing director of Kedia Securities Pvt. Ltd since 1992 and has manyachievements to his credit. He has travelled globally and is an avid reader of business as hekeeps himself updated with latest happenings and innovations around the world. He is one ofthe most prolific business leaders in India with a very rich experience across various industrysectors from Automobiles, FMCG, Tea and Logistics. Mr. Vijay Kedia is a success story in theIndian Stock markets where his interviews are periodically covered by the leading Newschannels including CNBC, ET Now, and NDTV India and his articles are published inNewspapers like The Wall Street Journal, Dow Jones Wire, Reuters, Economic Times and TheHindu Business Line to name a few. Last year he received an award for Atul Auto, which was acknowledged as the fastest upcoming company at the CNBC's CRISIL Emerging IndiaAwardsceremony. Mr. Vijay Kedia has also been associated with the Cancer Air and ResearchFoundation.

Mr. Prince Tulsian, aged 38 years, is a B.Com(H) graduate, a quality tea taster andmanufacturer. He has over 20 years of rich experience in tea plantations, processing andmarketing of tea. He has successfully completed various sessions based on tea agriculturepractices and quality processing. He has also done various courses on rainwater harvestingand has brilliantly and successfully implemented various plantation extension programmes. Heis a young and promising enterpreneur and very invaluable person for the company.

Mr. Vijay Kishanlal Kedia 7 No 7 2

Mr. Prince Tulsian 12 Yes 1 1

Mr. Bhagwati Prasad Lohia 8 Yes 1 1

Mr. Nadir Umedali Dhrolia 12 No 5 1

Mr. Nazim S. Charania 0 No 2 1

Mr. Mayank Jhunjhunwala 0 No 2 Nil

Name of DirectorNo. of Board

meetingsattended

Last AGMAttended

No. of Other Directorships

Member of Other outside Board/

Committees

( 12 )

LYKIS LIMITEDMr. Bhagwati Prasad Lohia, aged 56 years, is a B. Com graduate. He has rich experience andexpertise in export business. He has over 35 years of experience in financial management andindustrial matters. His rich experience helps the company in financial activities and legal matters.

Mr. Nadir Umedali Dhrolia, aged 39 years, has more than 20 years of experience in the Africanmarkets in diversified products. His contribution towards export business is of immenseimportance to the company to grow in the industry.

Mr. Nazim S. Charania, aged 40 years, has an overall experience of about 15 years in FMCG business, real estate and beverages. He has an empire of over USD 50 million in various Africancountries like Uganda, Namibia and Congo. He has expertise in understanding the Africanmarkets and has achieved various heights in creating a huge market share in the Africancountries.

Mr. Mayank Jhunjhunwala, aged 30 years, is a B.Com (H) Graduate and a qualified CFA. He has an overall experience of 12 years in financial and industrial matters.

8.CODEOFCONDUCTPursuant to Clause 49 of the Listing Agreement, the Board of Directors has laid down a Code ofConduct for Board Members and Senior Management Personnel of the Company. All the BoardMembers and Senior Management Personnel have affirmed compliance with the Code ofConduct for the Financial Year 2013-14. A declaration to this effect signed by the ManagingDirector is given in this report. The aforesaid Code has also been posted on the Company'swebsite www.lykisgroup.com

9.PERFORMANCE OF SUBSIDIARYCOMPANIESa) Lykis PharmaPvt.Ltd

The Company is in the process of diversifying into Plastics/Packaging business to facilitate backward integration with Lykis Limited business.

b) Lykis Marketing Pvt.LtdThe Company was incorporated on 27.04.2012. In a very short period the Company has setup a marketing network in 10 States. The Company is focused on domestic marketing of Teaand FMCG products and has achieved a turnover of ` 10.49 crore during the year of itsoperation under review.

10. COMMITTEESa) Audit Committee

The Audit Committee has, inter-alia, the following mandate, which lays down its roles,responsibilities and powers:

lReview of the Company's financial reporting process to ensure that the financial statementsreflect a true and fair position.

? Recommending the appointment, removal and fixation of audit fee of external auditors.

lReviewing the financial statements and draft audit report, including quarterly/ half yearlyfinancial information.

l

( 13 )

LYKIS LIMITEDl

Board.lReviewing statement of significant related party transactions and terms of remuneration of

the InternalAuditors and StatutoryAuditors.

The Audit Committee comprises of two Independent Directors and one Non IndependentDirector and the same is in accordance with the provisions of Section 292A of theCompanies Act and clause 49 of the Listing Agreement. The Committee functions underthe Chairmanship of Mr. B. P. Lohia.Accordingly, 5 (five)Audit Committee meetings were held during the period on 30/05/2013,13/08/2013, 27/09/2013, 7/11/2013 and 14/02/2014 only.

Reviewing with management, the annual financial statements before submission to the

Name of Member Designation No. of meeting attended

B.P.Lohia Chairman 5 (Five) 5 (Five)

Prince Tulsian Managing Director 5 (Five) 5 (Five)

No of Meetings Held during his tenure

b) Shareholders’/ Investors’GrievanceCommittee

The Shareholders’ / Investors Grievance Committee comprises of two Directors, Four CommitteeMeetings were held during the period. The details of the Committee Meetings are as under:

Name of Member Designation No. of meeting attended

B.P.Lohia Chairman 4(Four) 4(Four)

Prince Tulsian Managing Director 4(Four) 4(Four)

( 14 )

No of Meetings Held during his tenure

c) REMUNERATIONCOMMITTEE:The Committee is responsible for recommending to the Board the Remuneration ofWhole time Directors. The Remuneration Committee consists of 3(Three) Directors, Mr.N. Dhrolia is its Chairman and Mr. B. P. Lohia and Mr. V. K. Kedia. The Committee wasformed in the period under review and has met once. The Company has not paid anysitting fees to its Directors during the year under review.

LYKIS LIMITED

No.of ComplaintsTypeof Complaints

Non-Receipt ofAnnual Reports 2 2

Non-Receipt of Dividend Warrant 1 1

Non-Receipt of Share Certificates 4 4

Total 7 7

There were no outstanding complaints as on 31st March, 2014.

Received Resolved

Year Venueof theMeeting Date Time

2013 134 28-09-2013 10:30A.M

2012 134,S.N.Banerjee Road, Kolkata-13 28-09-2012 10:30A.M.

2010 6A,S.N.Banerjee Road, Kolkata-13 28-03-2011 10:30A.M.

,S.N.Banerjee Road, Kolkata-13

14. GENERAL MEETINGS

a)Annual General Meetings

The last threeAnnual General Meetings of the Company were held as under:

b. EXTRA ORDINARYGENERAL MEETINGS: Nil

15. COMPLIANCEOFINSIDERTRADINGNORMS

The Company has in place a Code of Conduct for prohibition of insider trading pursuant to Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992.Further, company has put in place a 'Pre-Intimation / Pre-Clearance of Trade' mechanismwhich makes it mandatory for all the designated employees to pre-intimate / obtain priorapproval, before dealing in Company's securities, depending upon respective minimumthres-hold limit set out in the said Code.

( 15 )

11. COMPANY SECRETARYMr.Agnelo Fernandes is the Company Secretary.

12. COMPLIANCEOFFICERMr. Udayan Bal is the Compliance Officer.

13. INVESTORGRIEVANCEREDRESSALThe number of complaints received and resolved physically and through SCORES duringthe period under review and their break-up are as under :-

16. DISCLOSUREi. In respect of related party transactions, the Company does not have any transactions

which may have potential conflict with the interest of the Company at large. Thedetails of transactions with Related Parties have been given in the notes to FinancialStatements.

ii. No penalties / strictures were imposed on the Company by the Stock Exchanges orSEBI or any statutory authority in any matters related to the capital markets during thelast three years.

iii. Your Company has complied with all the mandatory requirements of Clause 49 of theListing Agreement, as applicable . Though the Company does not comply with someof the non-mandatory requirements on date, the Company is committed towardscomplying with Clause 49 as a whole and will take suitable measures as and when possible.

17. MEANSOFCOMMUNICATIONThe Quarterly and annual results are published in the Business Standard (English) and Aarthik Lipi (Bengali). The financial results, shareholding patterns and annual reports arealso available on the website of the Company i.e. www.lykisgroup.com. The Companyhas designated exclusive e-mail IDs viz. [email protected] [email protected] for investor sevices.

18. SHAREHOLDERSINFORMATIONThis section, inter-alia, provides information to the shareholders pertaining to theCompany, its shareholding pattern, share price movements and other information asrequired under the ListingAgreement.

LYKIS LIMITED

( 16 )

Company Registration Details :

Annual General Meeting

(Day, Date, Time and Venue)

Financial Calendar

Book Closure Period

Dividend Payment Date

E-mail address for shareholders

The Company is registered in the State of WestBengal, India. The Corporate Identity Number (CIN) allotted to the Company by Ministry of Corporate Affairs(MCA) is L74999WB1984PLC038064

Tuesday, 30th September, 2014, 10.30 a.m.,134, S. N. Banerjee Road, Kolkata - 700 013

Financial Period 1st April, 2013 to 31st March, 2014

26/09/2014 to 30/09/2014 (both days inclusive) for the purpose of General meeting.

No dividend on equity is recommended by the Board.

[email protected], [email protected]

(a)

(b)

(c)

(d)

(e)

(f)

LYKIS LIMITED( g )

( h )

( i )

( j )

( k )

( l )

(m)

(n )

(o)

Listing of Equity Shares at

Stock Exchange

(nation widetrading terminal)

Stock Code

Trading Symbol at BSE Limited

Demat ISIN Numbers

Outstanding GDRs/ ADRs/

Warrants/ ConvertibleInstruments

Investor Correspondence

For change in address,change of

bank mandate,Nomination, Physical

Transfer, Dematerialsation of shares.

Any Query on Annual Report

Share Transfer Agent

BSE LimitedPhiroze Jeejeebhoy Towers,Dalal Street, Mumbai - 400 001.

530689

LYKIS

Equity Shares INE624M01014

Nil as on 30/05/2014

RTA : R & D Infotech Pvt. Ltd 7A, Beltala Road, 1st floor, Kolkata-700 026

RTA : Same as above

RTA: Same as above

RTA: Same as above

20.SHARETRANSFERSYSTEM

All valid transfer request received from investors are registered with the approval of the ShareTransfer Committee within 21 days from the date of lodgement of such request. The Company hasappointed M/s R & D Infotech Pvt. Ltd. of 7A,Beltala Road,1st Floor, Kolkata - 700 026, as itsRegistrar for handling requests for transfer of shares. The Company's shares are presently both inelectronic and in physical form. Dematerialization process is on with NSDLand CDSL.

21. FINANCIAL CALENDAROFTHECOMPANY

The Financial Year of the Company is from 1st April to 31st March.

19.LISTINGSTATUS

The securities of our company are listed in BSE Limited, Mumbai. The ISIN of equity shares of ourcompany is INE624M01014.Scrip code on BSE Limited is 530689. The equity shares of thecompany are admitted both in National Securities Depository Ltd (NSDL) and Central DepositoryServices (I) Ltd (CDSL).

( 17 )

LYKIS LIMITED22. PUBLICATIONOFFINANCIALRESULTS

Period approved by theBoard of Directors

1st Quarter ending 30th June, 2014 2nd Week ofAugust, 2014

2nd Quarter ending 30th September, 2014 2nd week of November, 2014

3rd Quarter ending 31st December, 2014 2nd week of February, 2015

4th Quarter ending 31st March, 2015 (Audited) 2nd week of May, 2015

TheAGM will be held within 30th September, 2015

23. LISTINGONSTOCKEXCHANGES

Company's equity shares are listed and are under suspension at the following Stock Exchangesexcept BSE Ltd.

i. BSE Limited. (BSE), Mumbai

ii. The Calcutta Stock ExchangeAssociation Ltd. (CSE), Kolkata,

iii. Jaipur Stock Exchange (JSE), Jaipur

iv. Madras Stock Exchange (MSE), Chennai and

v. TheAhmedabad Stock Exchange (ASE), Ahmedabad.

The Company's equity shares are regularly traded in BSE. The Stock code of Company' Sharesat BSE is 530689 and ISIN No. is INE624M01014.

24.MARKETPRICEDATE

The market price of equity shares of the company in Bombay Stock Exchange as on 31stMarch 2014 was Rs. 22.70/-

Month Open High Low Close Volume (No. Shares)

April - 13 13.44 14.45 13.02 13.5 508

May - 13 12.83 19.21 12.83 14.2 4724

June - 13 13.5 13.5 13.45 13.45 1100

July - 13 13.75 13.75 9.32 9.32 4109

August - 13 8.86 9.3 6.96 6.96 260074

September - 13 7.3 7.3 6.29 6.91 4183

October - 13 6.57 7.42 6.15 6.49 152381

November - 13 6.81 10.76 6.8 10.5 34003

December - 13 9.99 13.7 9.99 10.7 45484

January - 14 10.17 16.53 9.18 16.35 2058301

February - 14 15.55 20.75 14.75 20.75 53629

March - 14 21.7 30.3 21.7 22.7 70606

( 18 )

LYKIS LIMITED25.OTHERINFORMATION

a) Share holdings of Independent Directors : Nilb) Director retiring by rotation / re-appointment : Mr. Nadir Umedali Dhroliac) The Company has not proposed / declared any dividend during the year.d) Financial Period –April to March, Current year 01-04-2013 to 31-03-2014e) The details of related parties viz; Promoter Directors or the Management, their

subsidiaries or relatives conflicting with Company's interest : Nilf) Penalties or strictures have been imposed on the Company by Stock Exchange, SEBI

or any statutory authority on any matter related to capital markets during the periodunder review : Nil

g) The shares are both in electronic and in physical mode as on 31.03.2014 asgiven below:

Sl.No Particulars No.of shareholders No.of shares Percentage

1 Physical Shares 1252 1,40,38,401 76.27%2 Electronic Shares - NSDL 281

CDSL 251 43,68,754 23.73%Total 1784 1,84,07,155 100%

26. SHAREHOLDINGPATTERNsta) Categorywise Distribution of Shares of the Company as on March 31 , 2014

was as under :

Category Description

Resident Individuals

Domestic Companies

Non Resident Individuals

Foreign Companies

Mutual Funds

Financial Institutions

Banks

Promoters Group

Foreign Institutional Investors

Others

Grand Total

% of total Shares

63.55%

11.63%

0.00%

0.00%

0.04%

0.00%

0.00%

24.82%

0.00%

0.00%

100.00%

No. of

Shares Holders

1726

55

0

0

0

0

0

3

0

0

1784

No. of

Shares

11697265

2142172

0

0

0

0

0

4567718

0

0

18407155

( 19 )

27. COSTAUDITThe Company complying with CostAudit requirements during the period under review.

28. COMPLIANCEUNDERCLAUSE49The Senior Accountant of the Company has given annual certification on financial reporting and internalcontrols to the Board in terms of Clause 49.

LYKIS LIMITED b) Shareholding Ranges Analysis as on 31st March, 2014

R-A-N-G-E R-A-N-G-E NO.OF SHARE % OF TOTAL NO.OF % TO TOTALIN NO. OF SHARES IN VALUE OF SHARES HOLDERS HOLDE Rs. SHARES HOLDING

UPTO to 500 UPTO to 5000 1217 68.217% 365321 1.98%

501 to 1000 5010 to 10000 336 18.834% 278523 1.51%

1001 to 2000 10010 to 20000 104 5.830% 160895 0.87%

2001 to 3000 20010 to 30000 29 1.626% 73666 0.40%

3001 to 4000 30010 to 40000 13 0.729% 45925 0.25%

4001 to 5000 40010 to 50000 15 0.814% 71476 0.39%

5001 to 10000 50010 to 100000 27 1.513% 185418 1.01%

10001 to 50000 100010 to 500000 26 1.457% 602053 3.27%

50001 to 100000 500010 to 1000000 2 0.112% 166500 0.90%

100001 and Above 1000010 and Above 15 0.841% 16457378 89.41%

G-R-A-N-D T-O-T-A-L 1784 100.000% 18407155 100.00%

29. CAPITAL INTEGRITYAUDITThe Company has been submitting quarterly reconciliation of Share Capital Audit Report to the StockExchanges in India where the securities of the Company are listed.

30. CONTACTINFORMATIONE-mail id of the Company : [email protected] No : (033) 2262 5265, Telefax : (033) 2262 5265

31. SHAREREGISTER& TRANSFERAGENTS:st

R & D Infotech Pvt Ltd, 7A, Beltala Road, 1 floor, Kolkata – 700 026E-mail ID: [email protected], Telephone No.(033) 2419 2642, (033) 2419 2641Stock Code - 530689 (BSE Limited)

32. Outstanding GDRs/ADRs/Warrants or any Convertible instruments, Conversion date andlikely impact on equity : Nil

33. Plant Location :IRINGMARA TEA ESTATEP.O. Dwarbund, Dist- Cachar, Pin code – 788 113, Assam

34. Address for Correspondence :

Registered Office : Corporate Office :rd th

14, N. S. Road, 3 Floor Morya Classic, 405/406, 4 FloorRoom No.314B, Opp: Infinity Mall, Off New Link RoadKolkata – 700 001 Andheri(W), Mumbai – 400 053

Registered Office : Share Transfer Agent :rd

14, N. S. Road, 3 Floor R & D Infotech Pvt. Ltd.Room No.314B, 7A, Beltala Road, 1st FloorKolkata – 700 001 Kolkata - 700 026

( 20 )

35. Shareholder / Investor Enquiries :Questions concerning folio, share certificates, dividend, address changes, consolidation ofcertificates and related matters should be addressed to its Registrar and Share TransferAgent at the below mentioned address :

LYKIS LIMITEDCORPORATE GOVERNANCE COMPLIANCE CERTIFICATE

CIN No. of the Company : L74999WB1984PLC038064Nominal Capital : ` 20,00,00,000/-

ToThe Members,M/s. LYKIS LIMITED14, N. S. Road, 3rd Floor,Room No. 314B, Kolkata - 700 001

I have reviewed the compliance and conditions of Corporate Governance by LYKISLIMITED, for the period ended 31st March, 2014 as stipulated in Clause 49 of the ListingAgreement of the said Company with Stock Exchanges with the relevant records anddocuments maintained by the Company as well as Registrars of the Company and furnishedto us.

The compliance of the conditions of Corporate Governance is the responsibility of themanagement. My examination was limited to the procedure and implementation thereof,adopted by the Company as well as Registrars of the Company and furnished to us.

The compliance of the conditions of Corporate Governance is the responsibility of themanagement. My examination was limited to the procedure and implementation thereof,adopted by the Company for ensuring the Compliance of the conditions of CorporateGovernance. It is neither an audit nor and expression of opinion on the financial statementsof the Company.

I further state that such compliance is neither an assurance as to the future viability of theCompany nor the efficacy or effectiveness with which the management has conducted theaffairs of the Company.

On the basis of my review and according to the information and explanation given to me, Icertify that the conditions of Corporate Governance as stipulated in Clause 49 of the ListingAgreement with the Stock Exchanges have been complied with in all material respects bythe Company.

Place : Kolkata Sd/-(DINESH AGARWAL)

Practising Company SecretaryCertificate of Practice No. : 5881

Dated : 30th May, 2014

( 21 )

LYKIS LIMITEDCERTIFICATION BY CHIEF EXECUTIVE OFFICER OF THE COMPANY

I, Pawan Kumar Gupta, Chief Executive Officer of Lykis Limited , to the best of my knowledge andbelief certify that :

1. I have reviewed the Financial Statements and the Cash Flow Statement for the year 31st March, 2014of the company.

2. To the best of my knowledge and information :

a. These statements do not contain any materially untrue statement or omit to state a material fact orcontains statements that might be misleading.

b. These statements together present a true and fair view of the Company’s affairs and are incompliance with the existing accounting standards, applicable laws and regulations.

3. I also certify that based on my knowledge and the information provided to me, there are notransactions entered by the Company, which are fraudulent or illegal.

4. The Company is efficient in its systems of Internal Controls and procedures.

5. The Company’s other certifying officers and I have disclosed , based on our most recent evaluation,wherever applicable, to the company’s auditors and through them to the audit committee of theCompany.

For LYKIS LIMITED

Place : Kolkata

Dated : 30th May, 2014 Sd/-

(PAWAN KUMAR GUPTA)

Chief Executive Officer

CERTIFICATE UNDER CLAUSE 49(1) (d) OF THE LISTING AGREEMENTWITH THE STOCK EXCHANGES

I, Prince Tulsian, Managing Director of the company declare that all Board Members and Senior

Management of the company have affirmed compliance with the code of conduct during the year under

review.

Sd/-Place : Kolkata PRINCE TULSIANDated : 30th May, 2014 Managing Director

( 22 )

LYKIS LIMITED

INDEPENDENT AUDITORS' REPORT

TOTHEMEMBERSOFLYKIS LIMITED

REPORTONTHEFINANCIAL STATEMENTS

We have audited the accompanying financial statements of LYKIS Limited (the Company), which comprise the BalanceSheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and asummary of significant accounting policies and other explanatory information.

MANAGEMENT'SRESPONSIBILITYFORTHEFINANCIAL STATEMENTS

The Company's Management is responsible for the preparation of these financial statements that give a true and fair view ofthe financial position, financial performance and cash flows of the Company in accordance with the Accounting Standardsnotified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of theMinistry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internalcontrol relevant to the preparation and presentation of the financial statements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit inaccordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financialstatements. 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 auditorconsiders internal control relevant to the Company's preparation and fair presentation of the financial statements in order todesign audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on theeffectiveness of the Company's internal control.An audit also includes evaluating the appropriateness of accounting policiesused and the reasonableness of the accounting estimates made by management, as well as evaluating the overallpresentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion.

OPINIONIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid financialstatements give the information required by the Act in the manner so required and give a true and fair view in conformity withthe accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order, 2003 (the Order) issued by the Central Government of India in terms of Section 227(4A) of theAct, we give in theAnnexure a statement on the matters specified in paragraphs 4 and 5 of theOrder.

2.As required by Section 227(3) of theAct, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief werenecessary for the purpose of our audit;

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

Sanjay P. Agarwal & Associates 4, Fairlie Place, "HMP House"

Mazzenine Floor, Room No. M-29

Kolkata - 700 0001

Chartered Accountants

( 23 )

LYKIS LIMITEDc. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in

agreement with the books of account.

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply withAccounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 ofthe Ministry of CorporateAffairs in respect of Section 133 of the CompaniesAct, 2013.

e. On the basis of the written representations received from the directors as on March 31, 2014, taken on record by theBoard of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director interms of Section 274(1)(g) of theAct.

For SANJAY P AGARWAL & ASSOCIATESChartered Accountants

Firm Regn. No. 325683E

Place : Kolkata (SANJAY AGARWAL)Partner

Mem. No. 062218Date : 30th May, 2014

Annexure to Independent Auditors' Report

Referred to in Paragraph I under the heading of “Report on other Legal and regulatory requirements” of our report of even

date :

i. The Company has made available the fixed asset records showing full particulars including quantitative detailsand situation of fixed assets of the company during the audit period under review. As explained to us, all the fixedassets have been physically verified by the management in a phased periodical manner, which, in our opinion, isreasonable having regard to the size of the company and the nature of its assets. No material discrepancies werenoticed on such physical verification.

ii. The Stock of inventories has been physically verified during the period by the Management at reasonableintervals, in our opinion, the procedure of physical verification of inventories followed by the management arereasonable and adequate in relation to the size of the company and the nature of its business. The company hasmaintained the proper records of inventories. The discrepancies noticed on physical verification of stocks ascompared to books record were not material. However the same has been properly dealt with the books ofaccount.

iii. The company has not granted but taken unsecured loans and advances from companies, firms and/or otherparties covered in the register maintained under section 301 of the CompaniesAct, 1956.

The Company has taken interest free loans from its directors & related companies amounting to ` 34,65,000/-

(Previous Year ( ` 1,08,75,000/-)and repaid ` 1,43,40,000/- during the year.

iv. In our opinion and according to the information and explanations given to us, there is adequate internal controlprocedure commensurate with the size of the company and the nature of its business with regard to purchase ofinventory and fixed assets and with regard to the sale of goods. Further on the basis of our examination andaccording to the information and explanations given to us, we have neither come across nor have been informedof any instance of continuing failure or major weakness in the internal control systems.

v. In respect of the contract or arrangement referred to in section 301 of the companiesAct 1956 :

a) In our opinion and according to the information and explanations given to us, the transactions made inpursuance of contracts or arrangements that need to be entered in the register maintained under section 301of the CompaniesAct,1956 have been entered.

b) In our Opinion and according to the information and explanations given to us, the transactions made inpursuance of contracts/arrangements entered in the register maintained under section 301 of the CompaniesAct,1956 and exceeding the value of ` 5,00,000/-in respect of each party during the year have been made atprices which appear reasonable as per information available with the Company.

vi. The Company has not accepted any deposits from the public and consequently, the directives issued by theReserve Bank of India, the provisions of Section 58A and 58AA or any other relevant provision of the CompaniesAct, 1956 and the rules framed there under are not applicable.

vii. In our opinion, the Company has an internal audit system commensurate with its size and the nature of itsbusiness.

( 24 )

LYKIS LIMITEDviii. The Central Government has prescribed the maintenance of cost records under clause (d) of sub-section (l) of

Section 209 of the Companies Act, 1956 in respect of activities carried out by the company. We have broadlyreviewed the cost records maintained by the company and are of the opinion that prima facie the prescribed costrecords have been maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ix. According to the information and explanation given to us and on the basis of our examination of the books ofaccount, the Company is regular in depositing the amount of undisputed statutory dues of Provident fund, Sale-tax, VAT, Cess on green leaf and other Statutory dues with appropriate authorities . However, there areoutstanding settled amount of ` 21,13,109/- in respect of Cess on Greenleaf as on 31.03.2014 .

Vat, Customs Duty and Excise Duty as on 31st March 2014 for a period of more than six months from the date ofbecoming payable. Further there were disputed demand of ` 6,79,380/- on account of Agricultural Income Taxfor theAsst.Year 2007-08.

x. The Company's accumulated loss at the end of the year is less than the fifty percent of its net worth. The companyhas not incurred cash losses during the current financial year covered by the audit and in the immediatelypreceeding financial year.

xi. Based on our audit procedures and according to the information and explanations given to us we are of theopinion that Company has not defaulted in repayment of dues to financial institutions ,banks and debentureholders.

xii. The Company has not granted loans and advances on the basis of security by way of pledge of shares,debentures during the period.Accordingly, Clause 4(xii) of the order is not applicable.

xiii. The Company is not a chit fund, nidhi, mutual benefit fund or a society.Accordingly, clause 4(xiii) of the order is

not applicable.xiv.

xv. According to the information and explanations, the company has not given any guarantee for loans taken by otherfrom banks and /or financial institutions.

xvi. During the period, the company has not obtained any fresh Term loans; accordingly, clause 4(xvi) of the order isnot applicable.

xvii. According to information and explanation given to us, the fund raised on short-term basis has not been used forlong-term investments.

xviii.

xix. The Company has not issued any debentures.Accordingly clause 4(xix) of the order is not applicable.

xx. The Company has not raised any money by public issues during the period.Accordingly, clause 4(xx) of the orderis not applicable.

xxi. In our opinion and according to the information and explanations given to us, no fraud on or by the company hasbeen noticed or reported during the period.

According to theinformation and explanation given to us, there were no undisputed amounts payable in respect of Sales tax and

The company has invested in shares during the period . Proper records have been maintained of thetransactions and contracts. The shares have been held by the company, in its own name except to the extentof the exemption, if any, granted under section 49 of the CompaniesAct,1956.

The Company has not made any preferential allotment of Equity shares to parties and companies covered in theregister maintained under section 301 of theAct during the current financial year.




Mem. No. 062218Date : 30th May, 2014

( 25 )

LYKIS LIMITEDAs At As At

Note 31st March, 2014 31st March, 2013 I. EQUITY AND LIABILITIES ( ` ) ( ` )

Shareholders’ Funds Share Capital 2 18,95,89,925.00 14,95,89,875.00 Reserves and Surplus 3 8,58,34,702.92 5,68,53,172.48 Money Received against Share Warrant 4 - 4,50,00,055.00

27,54,24,627.92 25,14,43,102.48

Non Current LiabilitiesLong Term Borrowings 5 45,37,55,993.77 1,71,58,624.12

Deferred Tax Liability(Net) 6 39,64,890.00 35,29,467.0045,77,20,883.77 2,06,88,091.12

Current Liabilities Short Term Borrowings 7 4,00,000.00 53,75,000.00

Trade Payables 8 3,60,51,864.63 2,98,82,457.33 Other Current Liabilities 9 1,52,87,625.37 2,23,35,788.04 Short Term Provisions 10 40,30,331.00 3,50,331.00

5,57,69,821.00 5,79,43,576.37

TOTAL 78,89,15,332.69 33,00,74,769.97II. ASSETS

Non Current Assets Fixed Assets (Tangible Assets) 11 11,83,43,214.73 11,55,65,214.18 Capital Work in Progress 11 97,76,117.33 55,20,013.58 Non- Current Investments 12 21,74,000.00 37,56,747.60 Other Non Current Assets 13 - 88,000.00

13,02,93,332.06 12,49,29,975.36 Current Assets Current Investments 14 10,16,61,018.43 -

Inventories 15 1,20,79,797.02 1,57,13,160.28Trade Receivables 16 19,58,51,950.81 6,63,05,623.65

Cash & Cash Equivalents 17 8,09,25,551.85 3,10,10,406.84 Short Term Loans & Advances 18 - 6,60,88,130.00 Other Current Assets 19 26,81,03,682.52 2,60,27,473.84

65,86,22,000.63 20,51,44,794.61

TOTAL 78,89,15,332.69 33,00,74,769.97

Summary of Significant Accounting Policies 1The accompanying notes are an integral parts of financial statements.As per our Report of even date

BALANCE SHEET AS AT 31ST MARCH, 2014

For SANJAY P AGARWAL & ASSOCIATES For and on behalf of the Board Chartered AccountantsFirm Regn.No.325683E

VIJAY KISHANLAL KEDIA(SANJAY AGARWAL) Chairman

PartnerMem. No. 062218 PRINCE TULSIAN

Managing DirectorPlace : KolkataDated : 30th May, 2014

AGNELO FERNANDESCompany Secretary

( 26 )

LYKIS LIMITED 2013-14 2012-13

Note ( ` ) ( ` )

INCOME

Revenue form Operations 20 1,18,77,83,692.82 15,02,53,197.38Other Income 21 1,82.72,978.67 1,31,91,162.06

Total Revenue 1,20,60,56,671.49 16,34,44,359.44

EXPENDITURE

Purchases of Stock-in trade 1,05,87,14,632.19 10,18,68,476.18Cost of Material Consumed (Green Leaf) 70,53,106.75 1,85,13,626.14 Change in Inventories of Finished Goods, 22 40,74,456.71 (98,47,621.92)Stock in Process and Stock-in TradeEmployee Benefit Expenses 23 2,28,13,841.56 1,58,11,314.70Finance Cost 24 1,10,55,224.06 7,92,603.15 Depreciation & Amortization Expense 25 24,97,960.65 20,87,848.29 Other Expenses 26 8,70,37,405.13 3,53,15,929.63

Total Expenses 1,19,32,46,627.05 16,45,42,176.17

PROFIT / (LOSS) BEFORE TAXATION 1,28,10,044.44 (10,97,816.73)LESS : Tax Expenses Current Tax 36,80,000.00 - Deferred Tax 4,35,423.00 (4,40,606.00)

PROFIT / (LOSS) FOR THE YEAR 86,94,621.44 (15,38,422.73)

PRIOR PERIOD ADJUSTMENT 27 - (59,617.76)

PROFIT / (LOSS) FOR THE YEAR AFTER ADJUSTMENT 86,94,621.44 (15,98,040.49)

Basic Earnings per equity share (in ` ) 29 0.47 (0.13)

Summary of Significant Accounting Policies 1

The accompanying notes are an integral parts of financial statements.

As per our Report of even date

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2014






( 27 )

LYKIS LIMITED2013-2014 2012-2013

A CASHFLOWFROMOPERATINGACTIVITIES

Net Profit/ (loss)BeforeTaxes and Extraordinary Items 1,28,10,044.44 (10,97,816.73)Adjustment For:Prior PeriodAdjustment - (59,690.00)Transferred to InvestmentAllowance Reserve 4,25,528.00 12,99,392.00Finance Cost 1,10,55,224.06 7,92,603.15Depreciation andAmortisation Expenses 26,36,604.65 22,26,492.29Transferred from Revaluation Reserve (1,38,644.00) (1,38,644.00)

Operating Profit BeforeWorking Capital Changes 2,67,88,757.15 30,22,336.71

Adjustment For:(Increase) / decrease in Stock 36,33,363.26 (1,11,65,209.00)(Increase) / decrease in Trade Receivable (12,95,46,327.16) (5,49,19,255.71)(Increase) / decrease in CurrentAssets (24,20,76,208.68) (1,53,29,470.07)(Increase) / decrease in Loans &Advances 6,60,88,130.00 (6,60,88,130.00)Increase / (decrease) in Current Liabilities (70.48,162.67) 1,11,72,279.49Increase / (decrease) in Trade Payables 61,69,407.30 2,45,79,744.88

(11,17,50,040.41)(30,27,79,797.95)

Cash Generated From Operations (27,59,91,040.80) (10,87,27,703.70)

Finance Cost (1,10,55,224.06) (7,92,603.15)

Net Cash (used in) OperatingActivities ‘A’ (28,70,46,264.86) (10,95,20,306.85)

B CASHFLOWFROMINVESTINGACTIVITIES

(Increase)/decrease in FixedAssets (54,14,605.20) (36,23,392.20)(Increase)/decrease in Capital Wip (42,56,103.75) (39,60,564.91)(Increase)/decrease in Investments (10,00,78,270.83) 70,41,181.80(Increase)/decrease in Other Non CurrentAssets 88,000.00 ___

Net Cash ( used in) InvestingActivities ‘B' (10.96,60,979.78) (5,42,775.31)

C CASHFLOWFROMFINANCINGACTIVITIES

Increase/(decrease) in Long Term Borrowings 43,65,97,369.65 1,15,49,016.81Increase/(decrease) in Short Term Borrowings (49,75,000.00) (1,26,37,373.00)Increase/(decrease) in Money received against Share Warrant (4,50,00,055.00) 3,75,00,055.00Increase/(decrease) in Share Capital 4,00,00,050.00 9,33,33,400.00Increase/(decrease) in Share Premium 2,00,00,025.00 4,66,66,700.00Increase/(decrease) in ShareApplication Money - (4,00,00,050.00)

Net Cash from FinancingActivities ‘C’ 44,66,22,389.65 13,64,11,748.81

Net Increase in cash and cash equivalents (A+B+C) 4,99,15,145.01 2,63,48,666.65

Opening Balance cash and cash equivalents 3,10,10,406.84 46,61,740.19

Closing Balance cash and cash equivalents 8,09,25,551.85 3,10,10,406.84

( ` ) ( ` )

CASH FLOW STATEMENT FOR THE YEAR 2013 - 2014


VIJAY KISHANLAL KEDIA(SANJAY AGARWAL)ChairmanPartner

Mem. No. 062218PRINCE TULSIAN

Place : Kolkata Managing DirectorDated : 30th May, 2014


( 28 )

LYKIS LIMITEDSIGNIFICANTACCOUNTINGPOLICIESANDNOTESTOFINANCIAL STATEMENTS

ASATANDFORTHEYEARENDED31STMARCH,2014

SIGNIFICANTACCOUNTINGPOLICIES

1.Basis of Accounting:

(a) General :

The financial statements have been prepared under the Historical Cost Convention on the basis ofGoing Concern Concept in accordance with the generally accepted accounting principles and theprovisions of the CompaniesAct, 1956 as adopted consistently.

(b) Revenue Items :

Items of incomes and expenses are accounted for on the Accrual Basis, unless otherwise specificallystated hereunder in this Schedule.

(c) Fixed assets

Fixed assets are carried at cost of acquisition and / or revalued figures less depreciation.The cost ofextension of planting cultivable land including cost of development is capitalized.

(d) Depreciation

i Depreciation has been provided on assets acquired and / or purchased prior to 01.04.87 on WDVmethod as per the WDV rates under schedule XIV of the Companies Act,(as amended)1956.

ii On assets acquired after 1.4.87 on SLM basis as per the SLM rates prescribed under ScheduleXIV of the CompaniesAct, (as amended) 1956.

iii Depreciation for the year includes depreciation on revalued items of fixed assets amounting to `1,38,644.00 and accordingly an equivalent amount has been transferred to Profit & Loss Accountfrom Revaluation ReserveAccount.

(e) Investments:

Investments have been stated at cost.

(f) Stock In Trade:

Inventories are valued at as under :

i Stores and Spare Parts-At cost

ii Stock of unsold Tea-At estimated net realizable value

iii Stock of Nursery Plants-At estimated net realizable value

(g) Provisions for Current and Deferred Tax

Provision for Income tax has been made in accordance with the provisions of the Income TaxAct, 1961.

Deferred tax resulting from “timing difference” between book and taxable profit is accounted for usingthe tax rates and laws that have been enacted or substantively enacted as on the balance sheet date.The deferred tax liability is recognised and carried forward.

(h) Contingent Liabilities :

Contingent Liabilities, if any not provided for are disclosed by way of Notes onAccounts.

(i) Foreign Currency Transactions :

(a) Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on thedate of transactions or that approximates the actual rate at the date of the transactions.

(b) Any income or expense on account of exchange difference either on settlement or on transaction isrecognised in the Statement of Profit & Loss.

( 29 )

LYKIS LIMITEDNOTES TO FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2014

As At As At 31st March, 2014 31st March, 2013

( ` ) ( ` )

2 SHARE CAPITAL

Authorised

200,00,000 Equity Shares of ` 10/- each 20,00,00,000.00

Issued, Subscribed and

- Paid up- 1,84,07,155 (1,44,07,150) Equity Shares of ` 10/- each 18,40,71,550.00 14,40,71,500.00

- Add : Forfeited Shares 55,18,375.00 55,18,375.00

18,95,89,925.00 14,95,89,875.00

Notes of the Above

i (a) 45,000 Equity Shares of ` 10/- each issued as fully paid up for consideration other than Cash.

(b) 12,75,340 Equity Shares of ` 10/- each issued as fully paid up bonus shares throughcapitalisation of Reserves and Surplus.

(c) The above (a) and (b) were not issued within the period of five years immediately preceding thedate as at 31st March, 2014.

(d) 22,07,350 Equity shares of ` 10 /- each are forfeited shares.

(e) During the year the Company has allotted 40,00,005 nos. of Equity Shares.

ii Terms / rights attached to equity shares.

The company has only one class of equity shares having par value of ` 10/- per share. Each holderof equity shares is entitled to one vote per share. In the event of liquidation of the company, theholders of equity shares will be entitled to receive remaining assets of the company, afterdistribution of all preferential amounts. The distribution will be in proportion to the number of equityshares held by the shareholders.

iii Details of Shareholders holding more than 5% shares in the Company

Name of the Shareholder

Equity Shares of Rs.10/- each fully paid up

Khusbu Auto Pvt. Ltd. NIL NIL 20,00,000 13.8820

Vighnhar Holdings Pvt. Ltd. 20,00,000 10.8650 20,00,000 13.8820

Uttam Bharat Bagri 13,33,335 7.2440 13,33,335 9.2547

Kedia Securities Pvt. Ltd 13,33,335 7.2440 13,33,335 9.2547

Vijay Kishanlal Kedia 32,34,383 17.5710 8,61,250 5.9779

Nazim Sadrudin Charania 29,98,585 16.2900 16,65,250 11.5585

Salim Anwarali Kamani 24,41,170 13.2620 11,07,835 7.6895

Sajid Umedali Dhrolia 23,59,370 12.8180 10,26,035 7.1217

As per records of the company, including its register of shareholders / members, the above shareholding represents both legal and beneficial ownership of shares.

20,00,00,000.00

31st March, 2014

Nos. % holding in the

class Nos.

31st March, 2013% holding in

the class

( 30 )


31st March, 2014 31st March, 2013 ( ` ) ( ` )

3 RESERVES AND SURPLUS

Securities Premium Account

Balance as per Last Account 6,80,66,325.00 2,13,99,625.00

Add : During the Year 2,00,00,025.00 4,66,66,700.00

(A) 8,80,66,350.00 6,80,66,325.00

General Reserves

Balance as per Last Account 1,76,450.00 1,76,450.00

Add : During the Year - -

(A) 1,76,450.00 1,76,450.00

Development Rebate Reserve

Balance as per Last Account 13,089.00 13,089.00

Add : During the Year - -

(A) 13,089.00 13,089.00

Investment Allowance Utilised Reserve


Add : During the Year 4,25,528.00 12,99,392.00

(A) 18,82,211.75 14,56,683.75

Revaluation Reserve


Less : Transferred to Profit & Loss Account 1,38,644.00 1,38,644.00

(A) 10,75,518.16 12,14,162.16

Sub Total (A) 9,12,13,618.91 7,09,26,709.91

Surplus / (Deficit) in the statement of Profit & Loss

Balances as per last Financial Statemnets (1,40,73,537.43) (1,24,75,496.94)

Add : Profit / (Loss) during the year 86,94,621.44 (15,98,040.49)

Sub Total (B) (53,78,915.99) (1,40,73,537.43)

Total (A+B) 8,58,34,702.92 5,68,53,172.48

4 MONEY RECEIVED AGAINST SHARE WARRANT - 4,50,00,055.00

During the year the company alloted 4000005 Nos. of Equity Shares on 08.04.2013 against convertiblewarrant on receipt of full consideration amount.

NOTES TO FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2014

( 31 )

LYKIS LIMITED

5 LONG TERM BORROWINGSSECURED LOANS Plantation Finance Loan from Tea Board - 32,74,348.00 Bank Overdrafts :

From ICICI Bank 44,89,83,748.34 1,34,43,295.26 From Indian Bank 45,39,247.88 - (Secured against fixed deposits) Car Loans : From HDFC Bank 74,849.55 1,89,668.86 From Indian Bank 1,58,148.00 2,51,312.00 (Secured by hypothecation of vehicles)

45,37,55,993.77 1,71,58,624.126 DEFERRED TAX LIABILITY

Deferred Tax 39,64,890.00 35,29,467.0039,64,890.00 35,29,467.00

7 SHORT TERM BORROWINGSUNSECURED LOANS From Directors 4,00,000.00 53,75,000.00

4,00,000.00 53,75,000.00

8 TRADE PAYABLESSundry Creditors for Goods & ServicesDue to Micro & Small Enterprises - -Due to Others 3,60,51,864.63 2,98,82,457.33

3,60,51,864.63 2,98,82,457.33

Based on the information/documents available with the Company no creditors is covered under Micro, Smalland Medium Enterprise Development Act, 2006. As a result, no interest provision/payments have been madeby the Company to such creditors, if any, and no disclosures thereof are made in this financial statement.

9 OTHER CURRENT LIABILITIESTrade Advances and Deposits 35,74,627.36 1,24,31,896.32

Sundry Creditors for Expenses 24,49,418.52 21,13,738.40 Other Finances 33,46,099.49 41,67,197.32 Liabilities of Car Loans 2,97,180.00 2,97,180.00 Plantation Finance Loan from Tea Board 56,20,300.00 33,25,776.00

1,52,87,625.37 2,23,35,788.04

10SHORT TERM PROVISIONSProvision for Fringe Benefit Tax (Earlier Years) 1,56,075.00 1,56,075.00

Provision for Income Tax (Earlier Years) 1,94,256.00 1,94,256.00 Provision for Income Tax (Asst. year 2014-15) 36,80,000.00 -

40,30,331.00 3,50,331.00


As At As At31st March, 2014 31st March, 2013

( ` ) ( ` )

( 32 )

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48,39,

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71,02,

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33,11,

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10,78,

299.03

0.00

1,08,4

5,339.

481,2

0,55,6

03.07

1,29,2

0,833.

10-RE

FRIGER

ATOR

15,529

.000.0

00.0

015,

529.00

12,928

.48414

.440.0

013,

342.92

2,186.

082,6

00.52

-ROADS

&BRID

GES56,

97,814

.620.0

00.0

056,

97,814

.6212,

69,585

.1892,

874.38

0.00

13,62,

459.56

43,35,

355.06

44,28,

229.44

-SECUR

ITYFEN

CING

29,42,

954.00

0.00

0.00

29,42,

954.00

14,70,

119.80

98,294

.660.0

015,

68,414

.4613,

74,539

.5414,

72,834

.20-ST

AFFQU

ARTERS

&BUN

GALOW

23,40,

983.74

6,70,2

20.00

0.00

30,11,

203.74

5,67,4

24.91

40,851

.760.0

06,0

8,276.

6724,

02,927

.0717,

73,558

.83-TR

UCK,TR

ACTOR

&TRAI

LORS

16,33,

236.35

7,71,4

35.00

0.00

24,04,

671.35

9,25,2

45.38

1,62,1

13.87

0.00

10,87,

359.25

13,17,

312.10

7,07,9

90.97

-TYPE

WRITE

R7,8

97.00

0.00

0.00

7,897.

007,8

97.00

0.00

0.00

7,897.

000.0

00.0

0-W

ATERR

ESERVO

IR11,

80,061

.003,1

5,365.

000.0

014,

95,426

.005,7

9,940.

4240,

712.65

0.00

6,20,6

53.07

8,74,7

72.93

6,00,1

20.58

-WEIT

HERING

TROUGH

4,84,3

89.90

0.00

0.00

4,84,3

89.90

4,28,7

43.93

23,008

.520.0

04,5

1,752.

4532,

637.45

55,645

.97-M

OBILE

PHONE

61,250

.002,1

0,180.

000.0

02,7

1,430.

006,8

97.74

14,015

.890.0

020,

913.63

2,50,5

16.37

54,352

.26-TE

LEVISIO

N25,

600.00

0.00

0.00

25,600

.00226

.54121

6.00

0.00

1,442.

5424,

157.46

25,373

.46-W

ATERP

UMP

9,500.

000.0

00.0

09,5

00.00

1,478.

63451

.250.0

01,9

29.88

7,570.

128,0

21.37

-CYLIN

DER0.0

015,

62,450

.200.0

015,

62,450

.200.0

014,

894.07

0.00

14,894

.0715,

47,556

.130.0

0-BR

OOKFI

ELDVIS

COMETE

R0.0

01,8

2,500.

000.0

01,8

2,500.

000.0

024.

000.0

024.

001,8

2,476.

000.0

0-BA

RCOD

EPRIN

TER0.0

013,

000.00

0.00

13,000

.000.0

0541

.000.0

0541

.0012,

459.00

0.00

-WEIG

HINGS

CALE

22,800

.0010,

530.00

0.00

33,330

.0016,

715.96

4,153.

820.0

020,

869.78

12,460

.226,0

84.04

TOTAL

13,96,

27,202

.7654,

14,605

.200.0

014,

50,41,

807.96

2,40,6

1,988.

5826,

36,604

.650.0

02,6

6,98,5

93.23

11,83,

43,214

.7311,

55,65,

214.18

PREVIO

USYEA

R13,

60,03,

810.56

37,34,

412.20

111020

.0013,

96,27,

202.76

2,18,3

5,568.

5322,

26,492

.2972.

242,4

0,61,9

88.58

11,55,

65,214

.18-

CAPITA

LWOR

KINPRO

GRESS

97,76,

117.33

55,20,

013.58

Additio

nsDed

uction

s/For

The

Deduct

ions/

G

RO

SS

BLO

CK

D

EP

RE

CIA

TIO

N N

ET B

LO

CK

Note

- 1

1(A

mount in

`)

( 33 )



( ` ) ( ` )12 INVESTMENTSTrade Investments (At cost)In Equity Shares - Quoted, fully paid upNil (50,000) The Paper Products Ltd. - 35,30,747.60

- 35,30,747.60In Equity Shares - Unquoted, fully paid up10,000 (10,000) Nakamichi Securities Ltd. of ` 10/- each 1,00,000.00 1,00,000.00In Equity Shares of Subsidiary Companies - Unquoted fully paid up1,99,900 (5,100) - Lykis Marketing Pvt. Ltd. of ` 10/- each 19,99,000.00 51,000.007,500 (7,500) - Lykis Pharma Pvt. Ltd. of ` 10/- each 75,000.00 75,000.00

Total Non Current Investments 21,74,000.00 37,56,747.60

Aggregate Amount of quoted Investments - 35,30,747.60Market Value of quoted Investments - 31,07,500.00Aggregate Amount of Unquoted Investments 21,74,000.00 2,26,000.00

13 OTHER NON CURRENT ASSETSTerm Deposit With Schedule Bank - 88,000.00

- 88,000.0014 CURRENT INVESTMENTS

Trade Investments (At cost)In Mutual Funds - Quoted19,23,056.549 Units of HDFC Cash Management Fund - 5,03,60,428.00 - Saving Plan - Growth 45,62,572.638 Units of HSBC Floating rate-Long Term 5,13,00,590.43 - Plan - Weekly Dividend

Total Current Investments 10,16,61,018.43 -

Aggregate Amount of quoted Investments 10,16,61,018.43 -

Market Value of Quoted Investments 10,28,28,720.78 -

15 INVENTORIESStock in Trade(As Certified by the Managment)Finished Goods - Tea (At net relizable value) 54,79,993.15 64,09,727.25FMCG Products (At cost) 23,22,454.76 36,69,954.67Nursery Plants (At net relizable value) 18,57,777.30 36,55,000.00

A 96,60,225.21 1,37,34,681.92Stores & Spares (At cost) B 24,19,571.81 19,78,478.36

(A+B) 1,20,79,797.02 1,57,13,160.28

16 TRADE RECEIVABLESUnsecured considered goodReceivable Outstanding for a period exceeding six months from the date they are due for payment 2,83,91,341.12 1,38,742.00Other Receivables 16,74,60,609.69 6,61,66,881.65

19,58,51,950.81 6,63,05,623.65

NON - CURRENT

( 34 )

LYKIS LIMITED

17CASH & CASH EQUIVALENTSBalances with Banks In Current Accounts 6,03,41,735.03 40,35,160.13Cash in Hand 8,77,472.82 4,75,246.71(As certified by the Management)Cheque in Hand 14,356.00 -Term Deposits with Schedule Banks 1,96,91,988.00 2,65,00,000.00

8,09,25,551.85 3,10,10,406.84

18 SHORT TERM LOANS AND ADVANCESLoan to Subsidiary Company - 6,60,88,130.00

- 6,60,88,130.0019 OTHER CURRENT ASSETS

Advance to Parties 18,37,30,522.81 1,70,49,497.72Accrued Interest on Term Deposit 4,56,395.00 2,48,385.00Deposits 11,07,545.53 13,58,180.53Incentive receivables 6,81,62,706.61 21,62,100.89Forward Contract gain receivable 11,88,000.00 -Other Advances 70,98,773.63 29,74,994.65Advance to Staff / Workers 18,63,052.65 15,06,857.05Security Transaction Tax 1,09,455.29 95,373.00TDS Receivable (AY 2013 - 14) 5,43,999.00 5,43,999.00TDS Receivable (AY 2014 - 15) 1,05,083.00 -Advance Tax (AY 2014 - 15) 36,50,063.00 -Self Assessment Tax (AY 2012-13) 88,086.00 88,086.00

26,81,03,682.52 2,60,27,473.84

2013 - 2014 2012 - 2013

( ` ) ( ` )20REVENUEFROMOPERATIONS

Finished Goods SalesGross Sales 3,67,64,522.87 5,11,80,194.80Less: Excise Duty 2,58,188.00 2,53,379.00Net Sales 3,65,06,334.87 5,09,26,815.80Tea Plants Sales 1,11,60,000.00 -Trading Goods salesFMCG 6,75,35,248.25 7,21,83,985.91Tea 1,66,86,349.25 8,42,21,597.50 24,63,176.20 7,46,47,162.11Export Sales (FMGC) 98,04,18,844.78 2,25,17,118.58

1,11,23,06,777.15 14,80,91,096.49Other Operating IncomeExport - DFIA 1,68,69,815.00 6,73,311.42Export - Drawback 1,55,64,598.00 5,99,104.00Export - VKGUY 2,04,06,127.96 -Export - Service Tax incentives 11,183.00 -Export - FMS 2,26,25,191.71 7,54,76,915.67 8,89,685.47 21,62,100.89

1,18,77,83,692.82 15,02,53,197.38



( ` ) ( ` )

( 35 )


2013 - 2014 2012 - 2013( ` ) ( ` )

( 36 )

21OTHER INCOMENon -Operating IncomeLiabilities no longer required written back 2,01,511.66 1,22,463.56Interest on Term Deposit 10,65,061.00 2,70,206.00Dividend Income 14,24,090.43 54,000.00Commission Income - 1,81,134.00Interest on Loan - 50,18,350.00Business Auxillary Services - 70,00,000.00Foreign Exchange Fluctuation Gain 1,36,29,312.68 1,16,922.60Speculative Profit from Commodities Trade 42,151.57 4,28,085.90Short Term Gain on Mutual Fund 3,60,427.93 -Long Term Gain on sale of Shares 9,55,581.40 -Miscellaneous Income 5,94,842.00 -

1,82,72,978.67 1,31,91,162.0622CHANGE IN INVENTORIES OF FINISHED STOCK,

STOCK IN PROCESS & STOCK-IN-TRADEInventories (at closing) 96,60,225.21 1,37,34,681.92Less: Inventories (at opening) 1,37,34,681.92 38,87,060.00(Increase) / Decrease in Inventories 40,74,456.71 (98,47,621.92)

23EMPLOYEE BENEFIT EXPENSESManaging Director’s Remuneration 6,00,000.00 6,00,000.00Salary, Bonus & Ex-gratia 1,77,92,459.54 1,23,60,427.04Employers’ Contribution to PF 13,79,827.39 5,58,352.65Employees’ Welfare Expenses 24,47,951.05 17,40,896.68Loss on Food Stuff 5,93,603.58 5,51,638.33

2,28,13,841.56 1,58,11,314.7024 FINANCE COSTS

Interest -On Unsecured Loans - 2,54,194.60 -On Car Loans 89,196.69 1,17,217.55 -On Bank Overdrafts 10,08,473.34 4,21,191.00 -On PCFC 99,00,462.03 - -On Others 57,092.00 -

1,10,55,224.06 7,92,603.15

25DEPRECIATION AND AMORTISATION EXPENSEDepreciation and Amortisation 26,36,604.65 22,26,492.29Less : Transferred from Revaluation Reserve 1,38,644.00 1,38,644.00

24,97,960.65 20,87,848.29

26OTHER EXPENSESDirect ExpensesManufacturing Expenses 1,08,36,646.51 1,55,39,046.18Cultivation Expenses 24,19,353.19 36,27,263.59Cess on green leaf 3,21,333.95 3,68,676.35Tea Chest & Components 25,73,180.56 10,79,592.04Freight Charges on Purchases 2,43,65,804.57 4,05,16,318.78 - 2,06,14,578.16

LYKIS LIMITED

( 37 )

2013 - 2014 2012 - 2013( ` ) ( ` )


Selling & Distribution ExpensesTea Selling Expenses 15,30,045.25 13,68,799.69Clearing & Forwarding Expenses 1,92,84,052.96 8,49,744.45Packing & Development Expenses 56,43,647.36 6,65,932.00Sales Promotion Expenses 10,02,000.00 -Factory Stuffing Permission Expenses 1,30,899.00 1,12,500.002,75,90,644.57 29,96,976.14

Short Term Loss On Sale of Shares 66,682.71 17,38,529.80

Establishment ExpensesAs Audit Fees 40,000.00 40,000.00As Tax Audit 10,000.00 10,000.00Advertisement Expenses 1,68,979.50 1,81,057.00Bank Charges 6,41,629.79 28,468.59Bunglow Expenses 2,74,910.05 2,66,018.00Computer Maintenance Expenses 50,948.00 51,020.00Discount Allowed 11,59,996.00 7,10,312.00Donation & Subscription 2,01,238.00 99,138.00Electricity Charges 43,720.00 1,22,565.00Filing Fees 25,500.00 6,47,003.00FDA Approval Charges 1,10,000.00 23,750.00Freight Charges 18,05,025.05 3,01,319.00General Expenses 11,92,580.06 9,82,724.86Registration Charges 48,000.00 -Insurance Charges 43,986.61 16,347.00CDSL / NSDL Expenses 77,528.00 59,479.00Motor Car Expenses 8,97,516.69 3,57,484.90Products Testing Expenses 6,50,957.00 3,17,717.00Postage & Telegram 6,95,664.00 1,65,309.00Printing & Stationery 3,61,250.47 1,71,302.00Professional &Consultancy Fees 31,81,027.20 11,70,698.20Stock Exchange Exp(BSE) 45,344.00 74,784.00Rent,Rates & Taxes 11,66,319.00 10,56,608.00Repair to Building 1,36,498.00 3,49,435.41Repair to Machinery 5,60,704.92 12,40,423.05Repair & Maintenance others 1,87,840.15 24,216.00Trade Marks Registration Charges - 15,500.00Telephone & Internet Expenses 7,88,444.41 4,28,642.14Travelling & Conveyance Expenses 35,18,903.40 9,81,857.00Website Charges 4,150.00 56,049.00Service Tax Paid 7,75,098.77 16,618.381,88,63,759.07 99,65,845.53

8,70,37,405.13 3,53,15,929.63

27PRIOR PERIOD ADJUSTMENTFreight Charges - (15,390.00)Salary & Conveyance - (18,000.00)Gram Panchayet Taxes - (26,300.00)Depreciation excess charged in previous year written back - 72.24

- (59,617.76)

26 OTHER EXPENSES CONTD....

LYKIS LIMITED28CONTINGENT LIABILITIES NOT PROVIDED FOR

(a) The liabilties for future payment of Gratuity to employees is roughly estimated and provided to theextent of ` 33,712.54 and not based on actuarial basis.

(b) No provision for interest has been made on the advances taken or given pending reconciliation andconfirmation of respective parties.

(c) The company has given unconditional undertaking to Pay ` 88,000/- to DGFT by way of BankGuarantee for taking the EPCG Licence. The said bank guarantee is issued by Indian Bank , SilcharBranch aginst Fixed deposit of the same amount.

29EARNINGS PER SHARE (EPS)

In terms of Accounting Standard 20 issued by The Institute of Chartered Accountants of India, the calculation of EPS is given below:

2013 - 2014 2012 - 2013

Profit / (Loss) as per Profit & Loss Account (`) 86,94,621.44 (15,38,422.73)Weighted average number of Equity Shares (Nos.) 1,83,30,443.00 1,22,62,857.00Face value per equity Share (`) 10.00 10.00Basic & Diluted Earnings per Share (`) 0.47 (0.13)

30EARNINGS IN FOREIGN EXCHANGE (`)Export of goods calculated on FOB basis 97,87,09,386.38 2,20,53,171.38

97,87,09,386.38 2,20,53,171.3831EXPENDITURE IN FOREIGN CURRENCY (`)

Purchases 67,72,611.77 -Travelling Expenses 58,686.40 -

68,31,298.17 -

32RELATED PARTY DISCLOSURE In terms of Accounting Standard 18 -the related party disclosure are given below :

(i) List of Related Parties where control exists and related parties with whom transactions have taken place and relationships :

Name of the Related Party Relationship

Lykis Marketing Pvt. Ltd. Subsidiary CompanyLykis Pharma Pvt. Ltd Subsidiary CompanySanzi Group Import & Export Enterprises over which key Managerial personnel are able to exercise significant influenceKedia Securities Pvt. Ltd. Enterprises over which key Managerial personnel are able to exercise significant influenceDharamanagar Tea Estate Pvt. Ltd. Enterprises over which key Managerial personnel are able to exercise significant influenceSpectra International Pvt. Ltd. Enterprises over which key Managerial personnel are able to exercise significant influenceSpectra Packaging Enterprises over which key Managerial personnel are able to exercise significant influenceVijay Kishanlal Kedia Key Managerial PersonnelPrince Tulsian Key Managerial PersonnelPawan Gupta Key Managerial PersonnelPratik Kedia Relative of Key Managerial Person Mr. Vijay Kishanlal KediaNeelu Kedia Relative of Key Managerial Person Mr. Vijay Kishanlal KediaPriyanka Tulsian Relative of Key Managerial Person Mr. Prince TulsianSikha Gupta Relative of Key Managerial Person Mr. Pawan GuptaPramod Gupta Relative of Key Managerial Person Mr. Pawan Gupta

( 38 )


LYKIS LIMITED(ii) Transactions during the year with Related PartiesNature of Transactions Subsidiaries Key Managerial Personel Others Total

`Revenue from Operations 71970598.21 - 11160000.00 83130598.21

(51862398.75) (NIL) (36000.00) (51898398.75)Purchases 448362.00 - 17913758.00 18362120.00

(5024725.00) (NIL) (5262572.00) (10287297.00)Net Loans & Advances given - 269738.00 - 269738.00

(61584952.00) (NIL) (113766.00) (61698718.00)Refund / Adjustment of Loans & Advance given 61584952.00 - 113766.00 61698718.00

(NIL) (NIL) (NIL) (NIL)Unsecured Loans & TradeAdvance received during the year - 1800000.00 1665000.00 3465000.00

(NIL) (4975000.00) (5900000.00) (10875000.00)Repayment of Unsecured Loans & Trade Advance - 6775000.00 7565000.00 14340000.00

(NIL) (1000000.00) (3682592.00) (4682592.00)Purchase/ Subscription of Investments 1948000.00 - - 1948000.00

(126000.00) (NIL) (NIL) (126000.00)Interest Received - - - -

(5018350.00) (NIL) (NIL) (5018350.00)Rent & Other Charges Paid - - 800571.00 800571.00

(NIL) (NIL) (825566.00) (825566.00)Managing Director's Remuneration - 600000.00 - 600000.00

(NIL) (600000.00) (NIL) (600000.00)Chief Executive Officer's Remuneration - 2153400.00 - 2153400.00

(NIL) (1765285.00) (NIL) (1765285.00)Remuneration to relatives of Key Managerial Person - - 1842000.00 1842000.00

(NIL) (NIL) (NIL) (NIL)Professional fee to relatives of Key Managerial Person - - 1425600.00 1425600.00

(NIL) (NIL) (NIL) (NIL)Interest Paid - - - -

(NIL) (NIL) (16003.00) (16003.00)Development Charges Paid - - 89491.00 89491.00

(NIL) (NIL) (NIL) (NIL)Balance as on 31.03.2014Unsecured Loans(taken) - 400000.00 - 4,00,000.00

(NIL) (5375000.00) (NIL) (5375000.00)Loans & Advances 4503178.00 211051.60 - 47,14,229.60

(66088130.00) (NIL) (113766.00) (66201896.00)Investments 2074000.00 - - 2074000.00

(126000.00) (NIL) (NIL) (126000.00)Sundry Creditors for Goods & Services - - 144588.00 144588.00

(NIL) (NIL) (NIL) (NIL)Note : Figures in bracket represents previous year's amount.33. Previous year figure has been regrouped or rearranged where ever it is required to be done.

` ` `





Managing DirectorPlace: KolkataDated: 30th May, 2014


( 39 )




Mem. No. 062218Date : 30th May, 2014

LYKIS LIMITEDINDEPENDENT AUDITOR'S REPORT

TOTHEBOARDOFDIRECTORSOFLYKISLIMITED

REPORTONTHECONSOLIDATEDFINANCIAL STATEMENT

We have audited the accompanying Consolidated financial statements of LYKIS LIMITED (“the Company”),which comprise the Consolidated Balance Sheet as at March 31, 2014, and the Consolidated Statement ofProfit and Loss and Consolidated Cash Flow Statement for the year then ended, and a summary of significantaccounting policies and other explanatory information.

MANAGEMENT'SRESPONSIBILITYFORTHECONSOLIDATEDFINANCIAL STATEMENTS

Management is responsible for the preparation of these consolidated financial statements that give a true andfair view of the consolidated financial position, consolidated financial performance and consolidated cash flowsof the Company in accordance with the Accounting Standards accepted in India. This responsibility includesthe design, implementation and maintenance of internal control relevant to the preparation and presentation ofthe consolidated financial statements that give a true and fair view and are free from material misstatement,whether due to fraud or error.

AUDITOR'SRESPONSIBILITY

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. Weconducted our audit in accordance with the Standards on Auditing issued by the Institute of CharteredAccountants of India. Those Standards require that we comply with ethical requirements and plan and performthe 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 disclosures in theconsolidated financial statements. The procedures selected depend on the auditor's judgment, including theassessment of the risks of material misstatement of the consolidated financial statements, whether due tofraud or error. In making those risk assessments, the auditor considers internal control relevant to theCompany's preparation and fair presentation of the consolidated financial statements in order to design auditprocedures that are appropriate in the circumstances.An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made by management, as wellas 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 ouraudit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the consolidatedfinancial statements give the information required by the Act in the manner so required and give a true and fairview 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 Company as at March 31, 2014;b) In the case of Consolidated Statement of Profit and Loss, of the loss for the year ended on that date; andc) In the case of the Consolidated Cash Flow Statement, of the cash flows for the year ended on that date.

OTHERMATTERS

We did not audit the financial statements of the subsidiaries, whose financial statements reflect total assets ofst st` 3,75,63,309/- as at 31 March'2014, total revenue ` 10,49,13,530/- for the year ended 31 March, 2014, as

considered in the consolidated financial statements. These financial statements have been audited by otherauditors whose reports have been furnished to us and in our opinion, is based solely on the reports of the otherauditors.Our opinion is not qualified in respect of other matters.

( 40 )







Note 31st March, 2014 31st March, 2013 I. EQUITY AND LIABILITIES ( ` ) ( ` )

Shareholders’ Funds Share Capital 2 18,95,89,925.00 14,95,89,875.00 Reserves and Surplus 3 5,11,46,163.92 4,25,70,707.48 Money Received against Share Warrant 4 - 4,50,00,055.00

24,07,36,088.92 23,71,60,637.48

Non Current LiabilitiesLong Term Borrowings 5 45,37,55,993.77 1,71,58,624.12

Deferred Tax Liability(Net) 6 39,84,181.00 35,31,981.0045,77,40,174.77 2,06,90,605.12

Current Liabilities Short Term Borrowings 7 11,30,000.00 79,91,814.00

Trade Payables 8 9,86,61,369.63 7,65,57,273.33 Other Current Liabilities 9 1,76,03,499.37 2,44,72,909.04 Short Term Provisions 10 40,30,331.00 3,50,331.00

12,14,25,200.00 10,93,72,327.37

TOTAL 81,99,01,463.69 36,72,23,569.97II. ASSETS

Non Current Assets Fixed Assets (Tangible Assets) 11 11,84,77,767.73 11,56,45,508.18 Capital Work in Progress 11 97,76,117.33 55,20,013.58 Non- Current Investments 12 1,00,000.00 36,30,747.60 Other Non Current Assets 13 - 88,000.00

12,83,53,885.06 12,48,84,269.36 Current Assets Current Investment 14 10,16,61,018.43 -

Inventories 15 2,96,65,457.02 3,03,72,319.28 Cash & Cash Equivalents 16 8,13,57,384.85 3,35,20,120.84

Trade Receivables 17 21,15,91,227.81 7,34,05,196.65 Other Current Assets 18 26,72,72,490.52 10,50,41,663.84

69,15,47,578.63 24,23,39,300.61

TOTAL 81,99,01,463.69 36,72,23,569.97

Summary of Significant Accounting Policies 1The accompanying notes are an integral parts of consolidated financial statements.


CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2014

( 41 )

Note 2013 - 2014 2012 - 2013( ` ) ( ` )

INCOME

Revenue form Operations 19 1,29,26,76,472.82 21,97,89,675.38Other Income 20 1,82,93,728.67 1,31,99,300.06

Total Revenue 1,31,09,70,201.49 23,29,88,975.44

EXPENDITURE

Purchases of Stock-in trade 1,16,02,62,894.19 17,96,05,685.18Cost of Material Consumed (Green Leaf) 70,53,106.75 1,85,13,626.14Change in Inventories of Finished Goods, 21 11,47,955.71 (2,45,06,780.92)Stock in Process and Stock-in TradeEmployee Benefit Expenses 22 3,54,90,903.56 2,49,73,945.70Finance Cost 23 1,12,32,496.06 58,16,278.15Depreciation & Amortization Expense 24 25,80,771.65 21,03,889.29Other Expenses 25 10,07,33,326.13 4,19,34,099.63

Total Expenses 1,31,85,01,454.05 24,84,40,743.17

LOSS BEFORE TAXATION 75,31,252.56 1,54,51,767.73Add : Tax Expenses Current Tax 36,80,000.00 - Deferred Tax 4,52,200.00 4,43,120.00

LOSS FOR THE YEAR 1,16,63,452.56 1,58,94,887.73

Add / (Less) Share of Loss transferred to Minority Interest 70,09,933.15 (70,07,608.15)

Loss for the year after adjustment for Minority Interest 1,86,73,385.71 88,87,279.58PRIOR PERIOD ADJUSTMENT 26 - 59,617.76LOSS FOR THE YEAR AFTER ADJUSTMENT 1,86,73,385.71 89,46,897.34

Basic Earnings per equity share (in `) 27 (0.63) (1.30)

Summary of Significant Accounting Policies 1

The accompanying notes are an integral parts of consolidated financial statements.


LYKIS LIMITEDCONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2014




Managing DirectorPlace: KolkataDated: 30th May, 2014


( 42 )

LYKIS LIMITED

( ` ) ( ` )A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit/ (Loss) Before Taxes and Extraordinary Items (75,31,252.56) (1,54,51,767.73)Adjustment ForCapital Reserve on Consolidation (48,000.00) 74000.00Prior Period Adjustment - (59,690.00)Transferred to Investment Allowance Reserve 4,25,528.00 12,99,392.00Finance Cost 1,12,32,496.06 58,16,278.15Depreciation and Amortisation Expense 27,19,415.65 22,42,533.29Transferred From Revaluation Reserve (1,38,644.00) (1,38,644.00)

Operating Profit Before Working Capital Change 66,59,543.15 (62,17,898.29)

Adjustment For:(Increase) / decrease in Stock 7,06,862.26 (2,58,24,368.00)(Increase) / decrease in Trade Receivable (13,81,86,031.16) ( 6,20,18,828.71)(Increase) / decrease in Current Assets (16,22,30,826.68) (9,43,43,660.07)Increase / (decrease) in Current Liabilities (68,69,409.67) 1,33,09,400.49Increase / (decrease) in Trade Payables 2,21,04,096.30 7,12,54,560.88

(9,76,22,895.41)(28,44,75,308.95)

Cash Generated From Operations (27,78,15,765.80) (10,38,40,793.70)Finance Cost (1,12,32,496.06) (58,16,278.15)

Net Cash( Used In) Operating Activities ‘A’ (28,90,48,261.86) (10,96,57,071.85)

B CASH FLOW FROM INVESTING ACTIVITIES

(Increase)/decrease in Fixed Assets (55,51,675.20) (37,19,727.20)(Increase)/decrease in Capital WIP (42,56,103.75) (39,60,564.91)(Increase)/decrease in Investments (9,81,30,270.83) 71,67,181.80(Increase)/decrease in Other Non Current Assets 88,000.00 -

Net Cash( Used In) Investing Activities ‘B' (10,78,50,049.78) (5,13,110.31)

C CASH FLOW FROM FINANCING ACTIVITIES

Increase/(decrease) in Long Term Borrowings 43,65,97,369.65 1,15,49,016.81Increase/(decrease) in Short Term Borrowings (68,61,814.00) (1,00,20,559.00)Increase/(decrease) in Money Recd. Against Share Warrant (4,50,00,055.00) 3,75,00,055.00Increase/(decrease) in Share Capital 4,00,00,050.00 9,33,33,400.00Increase/(decrease) in Share Premium 2,00,00,025.00 4,66,66,700.00Increase/(decrease) in Share Application Money - (4,00,00,050.00)

Net Cash (Used In) From Financing Activities ‘C’ 44,47,35,575.65 13,90,28,562.81

Net Increase In Cash and Cash Equivalents (A+B+C) 4,78,37,264.01 2,88,58,380.65Opening Balance Cash and Cash Equivalents 3,35,20,120.84 46,61,740.19Closing Balance Cash and Cash Equivalents 8,13,57,384.85 3,35,20,120.84

2013 - 2014 2012 - 2013

CASH FLOW STATEMENT FOR THE YEAR 2013 - 2014CONSOLIDATED






( 43 )

LYKIS LIMITEDSIGNIFICANTACCOUNTINGPOLICIESANDNOTESTO FINANCIAL STATEMENTS

ASATANDFORTHEYEARENDED31STMARCH,2014

SIGNIFICANTACCOUNTINGPOLICIES

1.Basis of Accounting:

(a) General:

The Financial Statements have been prepared under the Historical Cost Convention on the Going ConcernConcept in accordance with the generally accepted accounting principles and the provisions of the CompaniesAct, 1956 as adopted consistently.

(b) Revenue Items:

Items of Incomes and Expenses are accounted for on the Accrual Basis, unless otherwise specifically statedhereunder in this Schedule.

(c) Fixed assets

Fixed assets are carried at cost of acquisition and / or revalued figures less depreciation.The cost of extension ofPlanting cultivable Land including cost of development is capitalized.

(d) Depreciation

i Depreciation has been provided on assets acquired and / or purchased prior to 01.04.87 on WDV methodas per the WDV rates under Schedule XIV of the CompaniesAct,(as amended) 1956.

ii On assets acquired after 1.4.87 on SLM basis as per the SLM rates prescribed under Schedule XIV of theCompaniesAct (as amended) 1956.

iii Depreciation for the year includes depreciations on revalued items of Fixed Assets amounting to`1,38,644.00 and accordingly an equivalent amount has been transferred to Profit & Loss Account fromRevaluation ReserveAccount.

iv Subsidiary Company has provided depreciation on written down value as per the rates prescribed underSchedule XIV of the CompaniesAct, (as amended) 1956.

(e) Investments:

Investments have been stated at cost.

(f) Stock In Trade:

Inventories are valued at as under :

i Stores and Spare Parts-At Cost

ii Stock of unsold Tea-At Estimated net realizable value

iii Stock of Nursery Plants-At Estimated net realizable value

(g) Provisions for Current and Deferred Tax

Provision for Income tax has been made in accordance with the provisions of the Income TaxAct, 1961.

Deferred tax resulting from "timing difference" between book and taxable profit is accounted for using the taxrates and laws that have been enacted or substantively enacted as on the balance sheet date. The deferred taxliability is recognised and carried forward.

(h) Contingent Liabilities

Contingent Liabilities, if any not provided for are disclosed by way of Notes onAccounts.

(I ) Foreign Currency Transactions

(i) Transactions denominated in foreign currencies are recorded at the exchange rate prevailing on the date oftransactions or that approximates the actual rate at the date of the transactions.

(ii) Any income or expense on account of exchange difference either on settlement or on translation isrecognised in the Profit & LossAccount.

(j) Principles of of Consolidation

(i) The Financial Statements of the parent company and its subsidiaries have been consolidated on a line-by-linebasis by adding together the book values of like items of assets, liabilities, income and expenses after fullyeliminating intra-group balances, intra-group transactions and the unrealised profits to the extent possible. Noimpact of intra-group transactions of fixed assets has been taken which are not significant in nature.

(ii) The Financial Statements of the parent company and its subsidiaries have been consolidated using uniformaccounting policies for like transactions and other events in similar circumstances.

CONSOLIDATED

( 44 )

LYKIS LIMITEDNOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2014

As At 31st March, 2014 31st March, 2013

( ` ) ( )

2 SHARE CAPITAL

Authorised

2,00,00,000 Shares of ` 10/- each 20,00,00,000.00

Issued, Subscribed and paid up- 1,84,07,155 (1,44,07,150) Eq. Shares of ` 10/- each 18,40,71,550.00

- Add : Forfeited Shares 55,18,375.00 55,18,375.00

18,95,89,925.00 14,95,89,875.00

Notes of the Above :

i (a) 45,000 Equity shares of Rs10/- each issued as fully paid up for consideration other than Cash.

(b) 12,75,340 Equity shares of ` 10/- each issued as fully paid up bonus shares throughCapitalisation of Reserves and Surplus.

(c) The above (a) and (b) were not issued within the period of five years immediately preceding thedate as at 31st March, 2014.

(d) 22,07,350 Equity shares of ` 10 /- each are forfeited shares.

(e) During the year the Company has allotted 40,00,005 nos. of Equity Shares.

ii Terms / rights attached to equity shares.

The company has only one class of equity shares having par value of `10/- per share. Each holderof equity shares is entitled to one vote per share. In the event of liquidation of the company, theholders of equity shares will be entitled to receive remaining assets of the company, afterdistribution of all preferential amounts. The distribution will be in proportion to the number of equityshares held by the shareholders.

iii Details of Shareholders holding more than 5% shares in the Company

Name of the Shareholder

Equity Shares of ` 10/- each fully paid up

Khusbu Auto Pvt. Ltd. NIL NIL 20,00,000 13.8820

Vighnhar Holdings Pvt. Ltd. 20,00,000 10.8650 20,00,000 13.8820

Uttam Bharat Bagri 13,33,335 7.2440 13,33,335 9.2547

Kedia Securities Pvt. Ltd 13,33,335 7.2440 13,33,335 9.2547

Vijay Kishanlal Kedia 32,34,383 17.5710 8,61,250 5.9779

Nazim Sadrudin Charania 29,98,585 16.2900 16,65,250 11.5585

Salim Anwarali Kamani 24,41,170 13.2620 11,07,835 7.6895

Sajid Umedali Dhrolia 23,59,370 12.8180 10,26,035 7.1217

As per records of the company, including its register of shareholders / members, the above shareholding represents both legal and beneficial ownership of shares.

As At

`

20,00,00,000.00

14,40,71,500.00

31st March, 201331st March, 2014

Nos. Nos. % holding in the

class % holding in the

class

( 45 )

LYKIS LIMITED

As At31st March, 2014 31st March, 2013

( ` ) ( ` )3 RESERVES AND SURPLUS

Securities Premium AccountBalance as per Last Account 6,80,66,325.00 2,13,99,625.00Add : During the Year 2,00,00,025.00 4,66,66,700.00

(A) 8,80,66,350.00 6,80,66,325.00

General ReservesBalance as per Last Account 1,76,450.00 1,76,450.00Add : During the Year - -

(A) 1,76,450.00 1,76,450.00

Development Rebate ReserveBalance as per Last Account 13,089.00 13,089.00Add : During the Year - -

(A) 13,089.00 13,089.00Investment Allowance Utilised ReserveBalance as per Last Account 14,56,683.75 1,57,291.75Add : During the Year 4,25,528.00 12,99,392.00

(A) 18,82,211.75 14,56,683.75Revaluation ReserveBalance as per Last Account 12,14,162.16 13,52,806.16Less : Transferred to Profit & Loss Account 1,38,644.00 1,38,644.00

(A) 10,75,518.16 12,14,162.16Capital Reserve on ConsolidationBalance as per Last Account (69,33,608.15) -Add : During the Year 70,09,933.15 (70,07,608.15)Add / (Less) : Investment of Minorities in Subsidiaries (48,000.00) 74,000.00

(A) 28,325.00 (69,33,608.15)

Sub Total (A) 9,12,41,943.91 6,39,93,101.76

Surplus / (Deficit) in the statement of Profit & LossBalances as per last Financial Statements (2,14,22,394.28) (1,24,75,496.94)Add : Profit / (Loss) during the year (1,86,73,385.71) (89,46,897.34)

Sub Total (B) (4,00,95,779.99) (2,14,22,394.28)

Total (A+B) 5,11,46,163.92 4,25,70,707.48

4 MONEY RECEIVED AGAINST SHARE WARRANT - 4,50,00,055.00

During the year the Company alloted 40,00,005 Nos. of Equity Shares on 08.04.2013 against convertiblewarrant on receipt of full consideration amount.

As At

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31ST MARCH, 2014

( 46 )


( ` ) ( ` )5 LONG TERM BORROWINGS

SECURED LOANS Plantation Finance Loan from Tea Board - 32,74,348.00 Bank Overdrafts : From ICICI Bank 44,89,83,748.34 - From Indian Bank 45,39,247.88 1,34,43,295.26 (Secured against fixed deposits)

Car Loans : From HDFC Bank 74,849.55 1,89,668.86 From indian Bank(Silchar Branch) 1,58,148.00 2,51,312.00 (Secured by hypothecation of vehicles)

45,37,55,993.77 1,71,58,624.126 DEFERRED TAX LIABILITY

Deferred Tax 39,84,181.00 35,31,981.0039,84,181.00 35,31,981.00

7 SHORT TERM BORROWINGS UNSECURED LOANS

From Bodies Corporate : Non Related - 25,16,814.00 Related 7,30,000.00 1,00,000.00 From Directors 4,00,000.00 53,75,000.00

11,30,000.00 79,91,814.00

8 TRADE PAYABLESSundry Creditors for Goods & Services

Due to Micro and Small Enterprises - - Due to Others 9,86,61,369.63 7,65,57,273.33

9,86,61,369.63 7,65,57,273.33

Based on the information/documents available with the Company, no creditors is covered under Micro,Small and Medium Enterprise Development Act,2006. As a result, no interest provisions/payments havebeen made by the company to such creditors, if any, and no disclosures thereof are made in this financialstatements.

9 OTHER CURRENT LIABILITIESTrade Advances and Deposits 45,26,662.36 1,24,31,896.32

Sundry Creditors for Expenses 35,56,626.52 36,79,965.40 Other Finances 36.02.730.49 47,38,091.32 Liabilities of Car Loans 2,97,180.00 2,97,180.00 Plantation Finance Loan from Tea Board 56,20,300.00 33,25,776.00

1,76,03,499.37 2,44,72,909.04

10SHORT TERM PROVISIONSProvision for Fringe Benefit Tax (Earlier Years) 1,56,075.00 1,56,075.00

Provision for Income Tax (Earlier Years) 1,94,256.00 1,94,256.00 Provision for Income Tax (Asst. Year 2014-2015) 36,80,000.00 -

40,30,331.00 3,50,331.00


LYKIS LIMITED

( 47 )

LYKI

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18,53,

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`)

( 48 )



( ` ) ( ` )12NON CURRENT INVESTMENTS

Trade investments (At cost)In Equity Shares - Quoted, fully paid upNil (50,000) The Paper Products Ltd of ` 10/- each - 35,30,747.60

- 35,30,747.60In Equity Shares - Unquoted, fully paid up10,000 (10,000) Nakamichi Securities Ltd. of ` 10/- each 1,00,000.00 1,00,000.00

Total Non Current Investments 1,00,000.00 36,30,747.60

Aggregate Amount of quoted Investments - 35,30,747.60Market Value of quoted Investments - 31,07,500.00Aggregate Amount of unquoted Investments 1,00,000.00 1,00,000.00

13OTHER NON CURRENT ASSETSTerm Deposit With Schedule Bank - 88,000.00

- 88,000.0014CURRENT INVESTMENTS

Trade Investments (as Cost)In Mutual Funds - Quoted19,23,056.549 Units of HDFC Cash Management Fund-Saving Plan-Growth 5,03,60,428.00 -45,62,572,638 Units of HSBC Floating rate - Long Term Plan - Weekly Dividend 5,13,00,590.43 -

Total Current Investments 10,16,61,018.43 -

Aggregate Amount of quoted Investments 10,16,61,018.43 -Market Value of Quoted Investments 10,28,28,720.78 -

15INVENTORIESStock In Trade(As Certified by the Management)Finished Goods-Tea (At Net Realizable Value) 54,79,993.15 64,09,727.25FMCG Products (At Cost) 1,99,08,114.76 1,83,29,113.67Nursery Plants (At Net Realizable Value) 18,57,777.30 36,55,000.00

A 2,72,45,885.21 2,83,93,840.92Stores & Spares (At Cost) B 24,19,571.81 19,78,478.36

(A+B) 2,96,65,457.02 3.03,72,319.28

16CASH & CASH EQUIVALENTSBalances with Banks In Current Accounts 6,07,36,845.03 63,48,985.13Cash in Hand 51,079.00 5,12,997.71(As certified by the Management)Cheque in Hand 8,77,472.82 -Fixed Deposits 1,96,91,988.00 2,66,58,138.00

8,13,57,384.85 3,35,20,120.8417TRADE RECEIVABLES

Unsecured Considered GoodReceivable Outstanding for a period exceeding six months from the date they are due for payment 2,93,23,673.12 1,38,742.00Other Receivables 18,22,67,554.69 7,32,66,454.65

21,15,91,227.81 7,34,05,196.65

( 49 )



( ` ) ( ` )18 OTHER CURRENT ASSETS

Advance to Parties 18,42,30,522.81 9,53,86,145.72Accrued Interest on Term Deposit 4,56,395.00 2,48,385.00Deposits 16,53,021.53 17,22,568.53Incentive receivables 6,81,62,706.61 21,62,100.89Forward Contract Gain Receivable 11,88,000.00 -Other Advances 48,41,554.63 29,74,994.65Advance to Staff / Workers 21,79,395.65 17,83,467.05Security Transaction Tax 1,09,455.29 95,373.00TDS Receivable (AY 2013 - 14) 5,43,999.00 5,43,999.00TDS Receivable (AY 2014 - 15) 1,05,083.00 -Self Assessment Tax (AY 2012 - 13) 88,086.00 88,086.00Advance Tax (AY 2012 - 13) 36,50,063.00 -Preliminary Exp not written off 64,208.00 36,544.00

26,72,72,490.52 10,50,41,663.84

2013-2014 2012-2013(` ) (` )

19REVENUEFROMOPERATIONSFinished GoodsGross Sales 3,67,64,522.87 5,11,80,194.80Less : Excise Duty 2,58,188.00 2,53,379.00Net Sales 3,65,06,334.87 5,09,26,815.80Tea Plants Sale 1,11,60,000.00 -Trading Goods salesFMCG 16,65,74,845.75 14,17,20,463.91Tea 1,66,86,349.25 24,63,176.20Export Sales (FMCG) 98,42,23,231.28 2,25,17,118.58Other Operating IncomeExport - DFIA 1,68,69,815.00 6,73,311.42Export - Drawback 1,55,64,598.00 5,99,104.00Export - FMS 2,26,25,191.71 8,89,685.47Export - VKGUY 2,04,06,127.96 -Export - Service Tax Incentives 11,183.00 -Others 20,48,796.00 -

1,29,26,76,472.82 21,97,89,675.3820OTHER INCOME

Non -Operating IncomeLiabilities no longer required written back 2,01,511.66 1,22,463.56Interest on Term Deposit 10,79,011.00 2,78,344.00Dividend Income 14,24,090.43 54,000.00Commission Income - 1,81,134.00Interest on Loan - 50,18,350.00Business Auxillary Services - 70,00,000.00Foreign Exchange Fluctuation Gain 1,36,29,312.68 1,16,922.60Speculative Profit from Commodities Trade 42,151.57 4,28,085.90Short Term Gain on Mutual Fund 3,60,427.93 -Long Term Gain on Sale of Shares 9,55,581.40 -Miscellaneous Income 6,01,642.00

1,82,93,728.67 1,31,99,300.06

( 50 )


LYKIS LIMITED

2013 - 2014 2012 - 2013 ( ` ) ( ` )

21CHANGE IN INVENTORIES OF FINISHED STOCK,STOCK IN PROCESS & STOCK-IN-TRADEInventories(at closing) 2,72,45,885.21 2,83,93,840.92Less : Inventories (at opening) 2,83,93,840.92 38,87,060.00(Increase) / Decrease in Inventories 11,47,955.71 (2,45,06,780.92)

22EMPLOYEE BENEFIT EXPENSES

Director’s Remuneration 6,00,000.00 6,00,000.00Salary , Bonus & Exgratia 3,09,34,712.62 2,14,78,329.04Employers’ Contribution to PF 7,78,581.31 5,58,352.65Employees’ Welfare Expenses 25,84,006.05 17,40,896.68Loss on Food Stuff 5,93,603.58 5,96,367.33

3,54,90,903.56 2,49,73,945.7023 FINANCE COSTS

Interest -On Unsecured Loans - 2,54,194.60 -On Car Loans 89,196.69 1,17,217.55 -On Bank Overdrafts 10,08,473.34 54,44,866.00 -On PCFC 99,00,462.03 - -On Others 2,34,364.00 -

1,12,32,496.06 58,16,278.15

24DEPRECIATION AND AMORTISATION EXPENSEDepreciation and Amortisation 27,19,415.65 22,42,533.29Less : Transferred from Revaluation Reserve 1,38,644.00 1,38,644.00

25,80,771.65 21,03,889.2925OTHER EXPENSES

Direct ExpensesManufacturing Expenses 1,08,36,646.51 1,55,39,046.18Cultivation Expenses 24,19,353.19 36,27,263.59Cess on green leaf 3,21,333.95 3,68,676.35Tea Chest & Components 25,73,180.56 10,79,592.04Freight Charges On Purchase 2,43,65,804.57 -4,05,16,318.78 2,06,14,578.16Selling & Distribution ExpensesTea Selling Expenses 15,30,045.25 13,68,799.69Clearing & Forwarding Expenses 1,92,84,052.96 8,49,744.45Packing & Development Expenses 61,35,014.36 6,65,932.00Sales Promotion Expenses 27,39,697.00 8,88,059.00Factory Stuffing Permission Expenses 1,30,899.00 1,12,500.002,98,19,708.57 38,85,035.14

Short Term Loss on Sale of Shares 66,682.71 17,38,529.80

Establishment ExpensesAs Audit Fees 67,500.00 67,500.00As Tax Audit 20,000.00 20,000.00Advertisement Expenses 2,03.979.50 1,81,057.00Bank Charhes 6,83,967.79 50,990.59

( 51 )

LYKIS LIMITED2013 - 2014 2012 - 2013

( ` ) ( ` )25 OTHER EXPENSES CONTD....

Bunglow Expenses 2,74,910.05 2,66,018.00Computer Maintenance Expenses 50,948.00 51,020.00Discount Allowed 16,25,226.00 7,48,047.00Donation & Subscription 2,01,238.00 99,138.00Electricity Charges 50,730.00 1,22,565.00Filing Fees 30,588.00 6,47,003.00FDA Approval Charges 1,10,000.00 23,750.00Freight Charges 86,89,123.05 37,47,370.00General Expenses 32,06,806.06 25,81,052.86Registration Charges 48,000.00 -Insurance Premium 85,907.61 16,347.00CDSL/NSDL Expenses 77,528.00 59,479.00Vehicle Expenses 8,97,516.69 3,57,484.90Products Testing Expenses 6,50,957.00 3,17,717.00Postage & Telegram 7,78,078.00 1,65,309.00Printing & Stationery 5,79,427.47 2,97,256.00Professional &Consultancy Fees 34,44,159.20 13,47,249.20Stock Exchange Exp(BSE) 45,344.00 74,784.00Rent,Rates & Taxes 20,85,890.00 12,83,884.00Repairs to Building 1,36,498.00 3,49,435.41Repairs to Machinery 5,60,704.92 12,40,423.05Repair & Maintenance - others 1,87,840.15 24,216.00Trade Marks Registration Charges - 15,500.00Telephone & Internet Expenses 8,29,163.41 4,01,958.14Traveling & Conveyance Expenses 37,41,574.40 10,07,210.00Website Charges 4,150.00 56,049.00Service Tax Paid 9,62,860.77 76,143.383,03,30,616.07 1,56,95,956.53

10,07,33,326.13 4,19,34,099.6326PRIOR PERIOD ADJUSTMENT

Freight Charges - (15,390.00)Salary & Conveyance - (18,000.00)Gram Panchayet Taxes - (26,300.00)Depreciation excess charged in previous year written back - 72.24

- (59,617.76)27EARNINGS PER SHARE (EPS)

In terms of Accounting Standard 20 issued by The Institute of Chartered Accountants of India, the calculation of EPS is given below:

Profit / (Loss) as per Profit & Loss Account ( ` ) (1,16,63,452.56) (1,58,94,887.73)

Weighted average number of Equity Shares (Nos.) 1,83,30,443.00 1,22,62,857.00

Face value per equity Share ( ` ) 10.00 10.00

Basic & Diluted Earnings per Share ( ` ) (0.63) (1.30)


( 52 )

LYKIS LIMITED28CONTINGENT LIABILITIES NOT PROVIDED FOR :

(a) The liabilties for future payment of Gratuity to employees is roughly estimated and provided to theextent of ` 33,712.54 and not based on actuarial basis.

(b) No provision for interest has been made on the advances or loan taken or given pending reconciliation and confirmation of respective parties.

(c) The company has given unconditional undertaking to Pay ` 88,000/- to DGFT by way of bankguarantee for taking the EPCG Licence. The said bank guarantee is issued by Indian Bank , SilcharBranch aginst Fixed deposit of the same amount.

2013 - 2014 2012 - 2013( ` ) ( ` )

29EARNINGS IN FOREIGN EXCHANGE

Export of Goods Calculated on FOB Basis 97,87,09,386.38 2,20,53,171.3897,87,09,386.38 2,20,53,171.38

30EARNINGS IN FOREIGN EXCHANGE

Purchases 67,72,611.77 -Traveling Expenses 58,686.40 -

68,31,298.17 -

31The subsidiary companies consolidated in the consolidated financial statements are:

Name of the Subsidiaries Country of Incorporation Proportion of ownership Lykis Pharma Pvt.Ltd. India 75%Lykis Marketing Pvt.Ltd. India 99.95%

32RELATED PARTY DISCLOSURE In terms of Accounting Standard 18 -the related party disclosures are given below :

(i) List of Related Parties where control exists and related parties with whom transactions have taken please and relationships :

Name of the Related Party Relationship

Sanzi Group Import & Export Enterprises over which key Managerial personnel are able to exercise significant influenceKedia Securities Pvt. Ltd. Enterprises over which key Managerial personnel are able to exercise significant influenceDharamanagar Tea Estate Pvt. Ltd. Enterprises over which key Managerial personnel are able to exercise significant influenceSpectra International Pvt. Ltd. Enterprises over which key Managerial personnel are able to exercise significant influenceSpectra Packaging Enterprises over which key Managerial personnel are able to exercise significant influenceVijay Kishanlal Kedia Key Managerial PersonnelPrince Tulsian Key Managerial PersonnelPawan Gupta Key Managerial PersonnelPratik Kedia Relative of Key Managerial Person Mr. Vijay Kishanlal KediaNeelu Kedia Relative of Key Managerial Person Mr. Vijay Kishanlal KediaPriyanka Tulsian Relative of Key Managerial Person Mr. Prince TulsianSikha Gupta Relative of Key Managerial Person Mr. Pawan GuptaPramod Gupta Relative of Key Managerial Person Mr. Pawan Gupta


( 53 )

LYKIS LIMITED(ii) Transactions during the year with Related PartiesNature Of Transactions Key Managerial Personnel Others Total

` ` `

Note : Figures in bracket represents previous year's amount.

32.Previous year figure has been regrouped or rearranged where ever it is required to be done.

Revenue from Operations - 11160000.00 11160000.00(NIL) (36000.00) (36000.00)

Purchases - 17913758.00 17913758.00(NIL) (5262572.00) (5262572.00)

Net Loans & Advances given 269738.00 - 269738.00(NIL) (113766.00) (113766.00)

Refund / Adjustment of Loans & Advance given - 113766.00 113766.00(NIL) (NIL) (NIL)

Unsecured Loans & Trade Advancereceived during the year 1800000.00 1665000.00 3465000.00

(4975000.00) (5900000.00) (10875000.00)Repayment of Unsecured Loans & Trade Advance 6775000.00 7565000.00 14340000.00

(1000000.00) (3682592.00) (4682592.00)Rent & Other Charges Paid - 800571.00 800571.00

(NIL) (825566.00) (825566.00)Managing Director's Remuneration 600000.00 - 600000.00

(600000.00) (NIL) (600000.00)Chief Executive Officer's Remuneration 2153400.00 - 2153400.00

(1765285.00) (NIL) (1765285.00)Remuneration to relatives of Key Managerial Person - 1842000.00 1842000.00

(NIL) (NIL) (NIL)Professional fee to relatives of Key Managerial Person - 1425600.00 1425600.00

(NIL) (NIL) (NIL)Interest Paid - - -

(NIL) (16003.00) (16003.00)Development Charges Paid - 89491.00 89491.00

(NIL) (NIL) (NIL)Balance as on 31.03.2014

Unsecured Loans(taken) 400000.00 - 400000.00(5375000.00) (NIL) (5375000.00)

Loans & Advances 211051.60 - 211051.60(NIL) (113766.00) (113766.00)

Sundry Creditors for Goods & Services - 144588.00 144588.00(NIL) (NIL) (NIL)







( 54 )

BOOK POST

If undelivered please return to:

14, N. S. Road, 3rd Floor, Room No. 314BKolkata - 700 001

CIN : L74999WB1984PLC038064

PROXY FORMrd

Regd. Office : 14, Netaji Subhas Road, 3 floor, Kolkata – 700 001Email: [email protected], Website: www.lykisgroup.com

Phone : 033 2262 5265, Tele-fax: 033 2262 5265

[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management &Administration Rules, 2014]

Name of the member (s) :

Registered address :

E-mail ID :

Folio No./Client ID/DP ID :

AGM 2014FORM NO. MGT - 11

I/We being the member(s) of ………..…………. Shares of the above named Company, hereby appoint(1) Name:

Address:E-mail Id: Signature: __________________ or failing him;

(2) Name:Address:E-mail Id: Signature: __________________ or failing him;

(3) Name:Address:E-mail Id: Signature: __________________ or failing him;

thAs my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 30 Annual General

thMeeting of the Company, to be held on Tuesday, the 30 September, 2014 at 10:30 A.M. at YWCA Hall, 134,S.N. Banerjee Road, Kolkata – 700 013 and at any adjournment thereof in respect of such resolutions as areindicated below:

Signed this _____________________ day of _______________________ 2014

Signature of shareholder ________________________________

Signature of Proxy holder(s) _____________________________

Note : 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.

Re. 1/-Revenue

Stamp

ResolutionNumber Optional (3)

ForOrdianary Business

Special Business

1.

2.

4.

5.

3.

Against

D E S C R I P T I O N

Adoption of Financial Statements and Reports of Board of Directors and Auditorsst

thereon for the year ended 31 March, 2014.Re-appointment of Mr. Nadir Umedali Dhrolia, Who retires by rotation and beingeligible, offers himself for re-appointment.Re-appointment of M/s. Sanjay P. Agarwal & Associates, Chartered Accountants,as StatutoryAuditors of the Company.

To re-appoint Mr. Bhagwati Prasad Lohia as an independent director under condition specifiedin CompaniesAct, 2013 who is continuing as an Independent director of the Company.To appoint Mr. MayankJhunjhunwala as an independent director who was appointed as an additional director of the Company.

LYKIS LIMITEDCIN : L74999WB1984PLC038064

ATTENDANCE SLIPrd

Regd. Office : 14, Netaji Subhas Road, 3 floor, Kolkata – 700 001Email: [email protected], Website: www.lykisgroup.com

Phone : 033 2262 5265, Tele-fax: 033 2262 5265

thI hereby record my presence at the 30 Annual General Meeting of the Members of LYKIS LIMITED held on

thTuesday, the 30 September, 2014 at 10:30A. M. at YWCAHall, 134, S. N. Banerjee Road, Kolkata – 700 013.

------------------------------------------------------------------- -----------------------------------------------------Name of Proxy (in BLOCK LETTERS) Shareholder's / Proxy's Signature

Notes :1. Members/ Proxy holders are requested to bring this slip with them when they come to the Meeting and

hand it over at the entrance of the Meeting Hall duly signed.2. Please bring your copy of theAnnual Report at the Meeting.

TH30 ANNUAL GENERAL MEETING

LYKIS LIMITEDAGM 2014

Folio No./Client ID/DP ID :

Name of the member (s) :

Name of the Proxy :

No.of Shares :

1. The electronic voting particulars are set out as below :

ELECTRONIC VOTING

Pursuant to the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies(Management and Administration) Rules, 2014 , and Clause 35B of the Listing Agreement with the StockExchanges, the Company is pleased to offer e-voting facility to the members as an alternative to exercise theirright to vote by electronic means for the items of business to be transacted at Annual General Meeting to beheld on TUESDAY,THE30THSEPTEMBER,2014AT10.30A.M., through the services of National SecuritiesDepository Limited (NSDL) as the Authorised Agency to provide e-voting facilities. The e-voting facility isavailable at the link https://www.evoting.nsdl.com .

EVEN(E-Voting Event Number)

100746

USER ID PASSWORD

Please read the instructions carefully written in “VOTING THROUGH ELECTRONIC MEANS” beforeexercising your Vote,enclosed with theNOTICE.

2. E-Voting facility is available during the following voting period :

The e-voting period commences on THURSDAY, September 25, 2014 (from 10:00 am) and ends onFRIDAY, September 26, 2014 (upto 6:00 pm). Once the vote on a resolution is cast by the shareholder, theshareholder shall not be allowed to change it subsequently.

annual report 2013 - 2014€¦ · annual report 2013 - 2014 book post if undelivered please return...

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