board of directors registered office auditors

BOARD OF DIRECTORS

SHRI ABHAY KANORIA, Chairman & Managing Director

SHRI U.G. PATEL

SHRI V.B. HARIBHAKTI

SHRI UDDHAV KANORIA - President & Whole-time Director

SHRI SANAT SHIRALI

SHRI N. AHMEDALI

SHRI SUJAY BANARJI

AUDITORS

RAY & RAY

Chartered Accountants

BANKERS

AXIS BANK

HDFC BANK

REGISTRARS & SHARE TRANSFER AGENTS

Canbank Computer Services Ltd.,

# 218, J.P. Royale, 1st Floor,

2nd Main Sampige Road

(Near 14th Cross), Malleswaram

Bengaluru - 560 003

Phone : 080-23469661/62 & 23469664/65

Fax : 080-23469667/68

E-mail : [email protected]

REGISTERED OFFICE

No. 41, 3rd Cross, V Block

Rajajinagar

Bengaluru - 560 010

Karnataka.

MANUFACTURING PLANTS

Plot No.4, Peenya Industrial Area

Phase II, Peenya

Bengaluru - 560 058

Karnataka.

Kharchi - Bilwara

Taluk Jhagadia

District Bharuch

Gujarat.

CONTENTS PAGE

PHARMACEUTICALS

FURNISHING FABRICS

With effect from 12th November 2014

Our Company which is listed with

OTCEI has been moved to

DISSEMINATION BOARD OF BSE

(BSE-DB) as per SEBI circulars.

Report of Directors

Auditor's Report - Standalone

Standalone Balance Sheet

Standalone Statement of Profit & Loss

Standalone Notes to Balance Sheet

Standalone Cash Flow Statement

Standalone Notes to Account and Significant Accounting Policies

Auditor's Report - Consolidated

Consolidated Balance Sheet

Consolidated Statement of Profit & Loss

Consolidated Cash Flow Statement

Consolidated Notes to Accounts and Significant Accounting Policies

1

15

18

19

20

27

29

37

38

39

40

42

4. FINANCIAL HIGHLIGHTS AND OPERATIONS

The consolidated Sales & Operating income during the year (nine months ended) under review was Rs.8408 lakhs as

compared to Rs.10139 lakhs (12 months ended) in the previous year. The consolidated operating profit for the year was Rs.25 lakhs (nine months ended) as against Rs.(142) lakhs in the previous year (12 months ended). On an annualized basis, the sales would have been Rs.11079 lakhs, showing a growth of 9%.

Your Directors are confident that in the forthcoming year and with all the measures taken, your company will show significant growth and improved profitability.

During the previous year your Company had launched six

products in various segments. These products are doing well and one of the products has received Best Launch Award from AWACS.

In the year under review, your Company has launched four products in the segments of Vitamins, Respiratory and one Anti-diabetics in sustained release form.

On the Export front your Company has significantly participated in the WHO Tender and other Tenders for supply to various countries like Conga, Denmark, Libya, Cambodia, Myanmar, Venezuela, South Africa and Tchad. The export front started showing positive growth, your Company is in the process of developing 14 new molecules for export market and documentations are in the process for submission.

Your Company has completely closed the operations of Furnishing Fabrics division to curtail the losses.

In the year under review your Company has shown a profit of Rs.7 Lakhs as against a loss of Rs.186 Lakhs during the previous year in spite of the lean quarter of Jan to March 2015.

5. DIVIDEND

Your Directors do not propose any dividend for the year under review, due to inadequate profit.

6. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Companies Act, 2013, your Directors state, on the basis of information furnished by the Management and Auditors of the Company, that:

i. Applicable accounting standards have been followed in the preparation of the annual accounts.

ii. Appropriate accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as at 31st March 2015, and to the profit of the Company for the year ended on that date.

iii. Proper and sufficient care have been taken for the maintenance of adequate records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The accompanying Annual Accounts have been prepared on a going concern basis.

REPORT OF THE DIRECTORS TO THE MEMBERS

Sales and other income

Profit/(Loss) for the year before Depreciation Less: Depreciation

Profit/(Loss) before Tax

Less: Provision for Taxation - Current - DeferredProfit/(Loss) after tax

Add: Balance brought forward from Profit & Loss Account

Amount available for appropriation

Appropriation: Dividend Dividend Tax Transfer to General Reserve Balance carried to Balance Sheet

Rs. in Lakhs

PARTICULARS Year Ended

(Nine months)31-3-2015

Year Ended

30-6-2014

8408

161 (136)

25

27 (9)

7

796

803

- - - 803 803

10139

11153

(142)

-(44)

(186)

981

796

- - -

796796

Dear Share owners,

Your Directors have pleasure in presenting their 92nd Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2015, (Nine months ended, July 2014 to March 2015).

We are happy to communicate with you once again as we have recently concluded the current year (nine months) in order to align the annual financial closing of your company as per the requirements of the Companies Act, 2013.

1. CHANGE IN FINANCIAL YEAR

To align the financial year of the company with the provisions of Companies Act, 2013, the current financial year of the Company was closed for nine months. Accordingly, the audited financial statements for the current financial year have been prepared for a period of nine months beginning on July 1, 2014 and ending on March 31, 2015.

2. DISCLOSURE IN BOARD'S REPORT

Information required to be disclosed as per Section(s) 186, 188, 197(12) etc. of the Companies Act, 2013 read with relevant rules framed there under.

3. FINANCIAL SUMMARY AND RESULTS

The summary of consolidated (Company and its Wholly Owned Subsidiary) operating results for the year and Appropriation of divisible profits is given below:

1

v. Proper internal financial controls were in place and were adequate and operating effectively; and

vi. Proper systems to ensure compliance with the provisions of applicable laws were in place and were adequate and operating effectively.

7. DIRECTORS

a. Board of Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri. Sujay Banarji whose period of office was liable to be determined by retirement by rotation, being eligible offers himself for re-appointment and he is hereby proposed to be appointed as Director of the Company.

Shri. Rajesh A Sharma has resigned as Whole-time Director of the Company.

b. Meetings of the Board

Three (3) Board Meetings were held during the financial year ended 31st March 2015 (nine months ended) on 22nd August 2014, 27th October 2014 and 30th January 2015. The time gap between any two meetings was not exceeding one hundred and twenty days.

c. Independent Directors

The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided in sub-section 6 of Section 149 of the Companies Act, 2013.

d. Committees of Board of Directors

In compliance with the requirement of applicable laws and as part of the best governance practice, the Company has following Committees of the Board as on 31st March 2015:

(i) Audit Committee

The Audit Committee consists of Shri. Abhay Kanoria, Chairman & Managing Director, Shri. U.G. Patel, Shri. V.B. Haribhakti, Shri. N. Ahmedali, Independent Directors and Shri. Sujay Banarji, Nominee Director. The Committee inter alia reviews the internal control system and reports of internal Auditors and compliance of various regulations. The Committee also reviews at length the Financial Statements before they are placed before the Board.

(ii) Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of Shri. U.G. Patel and Shri.N.Ahmedali, Independent Directors. The Committee is constituted to carry out the functions as prescribed under the Companies Act, 2013, scrutinize the performance of the Company, safeguard the interest of shareholders and address their grievances if any.

(iii) Vigil Mechanism

Pursuant to the provisions of Section 177(9) and (10) of the Companies Act, 2013 and Listing Agreements, a Vigil

Mechanism or 'Whistle Blower Policy' for directors, employees and other stakeholders to report genuine concerns has been established. Shri. N. Ahmedali, Independent Director is nominated for the said purpose who shall carry out the functions of the Vigil Mechanism.

(iv) Nomination and Remuneration Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Rule 6 of the Act, the Company constituted the Nomination and Remuneration Committee who shall carry out the functions of the said Committee. The Committee consists of Shri.Abhay Kanoria, Chairman & Managing Director, Shri.U.G. Patel, Shri. V.B. Haribhakti and Shri.N.Ahmedali, Independent Directors.

8. SUBSIDIARIES

There is only one Wholly Owned Subsidiary Viz., Anglo-French Drugs & Industries Pte. Ltd., Singapore. As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Board's Report has been prepared on standalone financial statements and a report on performance and financial position of Wholly Owned Subsidiary included in the consolidated financial statements is included in the financial statements.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.afdil.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company may write to the Company Secretary at the Company's registered office.

9. RELATED PARTY TRANSACTIONS

Related party transactions that were entered into during the financial year were on arm's length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interest of the Company.

There are no material related party transactions which are not in ordinary course of business or which are not on arm's length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

10. FIXED DEPOSITS

Your Company has not invited/accepted any fixed deposits during the year under review, as such; no amount of principal or interest on fixed deposit was outstanding on the date of balance sheet.

11. AUDITORS

a) Statutory Auditors:

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s Ray & Ray, Chartered Accountants, (Firm Registration Number 301072E), Statutory Auditors, are eligible for re-appointment as Auditors for a maximum period of three years. Members are requested to appoint

Anglo-French Drugs & Industries Limited

2

them for one year from conclusion of this Annual General Meeting till conclusion of next Annual General Meeting considering the ensuing AGM as second consecutive year and to authorize the Board of Directors to fix their remuneration as recommended by the Audit Committee.

b) Cost Auditors:

Ms. Geetha Santhanagopalan, Cost Accountant, Bangalore is appointed as Cost Auditors to conduct cost audit of the accounts maintained by the Company, in respect of the Formulations products for the financial year 2015-16.

c) Internal Auditors:

During the year under review, M/s B Choraria & Mates., Chartered Accountants, Bangalore carried out the internal audit exercise and submitted their report.

12. INTERNAL FINANCIAL CONTROL (IFC) SYSTEM

As per the provisions of the Companies Act, 2013, the Directors have the responsibility for ensuring that the company has implemented robust system / framework for IFCs to provide them with reasonable assurance regarding the adequacy and operating effectiveness of controls to enable the Directors to meet with their responsibility.

The Company has in place a sound financial control system and framework in place to ensure:

- The orderly and efficient conduct of its business,

- Safeguarding of its assets,

- The prevention and detection of frauds and errors

- The accuracy and completeness of the accounting records and

- The timely preparation of reliable financial information.

A formal documented IFC framework has been implemented by the Company. The Board regularly reviews the effectiveness of controls and takes necessary corrective actions where weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud risk controls and Information Technology environment. Based on this evaluation, there is nothing that has come to the attention of the Directors to indicate any material break down in the functioning of these controls, procedures or systems during the year. There have been no significant events during the year that have materially affected, or are reasonably likely to materially affect, our internal financial controls. The management has also come to a conclusion that the IFC and other financial reporting was effective during the year and is adequate considering the business operations of the Company.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure I to the Report and forms a part of this Report.

14. EXTRACTS OF ANNUAL RETURN

As required under the provisions of sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of annual return in Form No. MGT-9 forms part of this report as Annexure II

15. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of Section 188(1) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of contracts and arrangements entered between the Company and the Related Parties are as per Annexure III.

16. AWARDS AND RECOGNITION

a. Certificate of Excellence:

Your Company has received the Best Launch Bronze Award from AWACS, in recognition of an outstanding performance, in introducing our new product AFDERM MX Cream, launched during the year under review.

b. Plant Approvals:

Your Pharmaceutical Plant at Peenya has been approved by the National Drug Authority, Uganda and also by the Pharmacy & Poisons Board, Kenya, during the year under review.

17. ACKNOWLEDGEMENTS

Your Directors acknowledges with gratitude the continued support, patronage and co-operation received from the Medical Profession, Trade, Banks, Auditors and other Business Associates, the Central and State Governments and the Shareholders.

Your Directors also place on record their appreciation of all the employees of the company for their valuable contribution and dedicated service.

On behalf of the Board

ABHAY KANORIA Chairman & Managing DirectorMumbai27th July 2015

3

The Company is constantly concerned about energy conservation, but having regard to the present level of consumption and the nature of activities, which are not energy intensive, the need for taking special energy conservation measures has above not been immediately felt.

Please refer Form A hereunder.

ANNEXURE I TO THE DIRECTORS' REPORT

The Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors' Report for the year ended 31st March 2015 (Nine months ended July 2014 to March 2015).

A. CONSERVATION OF ENERGY :

a) Energy conservation measures taken

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy.

c) Impact of the measures at (a) and (b) for

reduction of energy consumption and consequent impact on the cost of production of goods.

d) Total energy consumption and energy consumption per unit of production.

FORM A[See Rule 2]

Form for disclosure of particulars with respect to conservation of energy.

A. Power and Fuel consumption:

1. Electricity a) Purchased : Units Total Amount [` in '000] Rate/Unit [ ]

b) Own Generation : i) Through Diesel Generator Units Units per Ltr.of Diesel Oil Cost/Unit [ ]

ii) Through Steam Turbine/Generator Units Units per Ltr. of Fuel Oil/Gas Cost/Unit

2. Coal Quantity (tonnes) Total Cost [ ]

Current Year Previous year

11,93,4778,371

7.01

10,8703.03

20.20

Nil

Nil

15,40,644 10,252

6.65

17,106 2.95

19.74

Nil

Nil


4

3. Furnace Oil

Quantity (K.Ltrs) Total Amount [` in '000] Average Rate [` per Ltrs]

4. Others/internal generation Quantity Total Cost Rate/Unit

B. Consumption per unit of Production : Particulars

Products (with details) Units Electricity Furnace Oil Coal Others

B. TECHNOLOGY ABSORPTION:

Efforts made in technology absorption. Please refer Form B hereunder.


NilNilNil

Nil

Standard [if any]

NilNilNil

Nil

Taking into account the number of formulations and furnishing fabrics manufactured by the Company and having regard to the records and other books maintained, it is not possible to apportion the consumption of utilities unit wise at this stage.

FORM B

[See Rule 2]

Form for disclosure of particulars with respect to Technology Absorption:

Research and Development [R&D].

1. Specific areas in which R&D carried out by the Company.

:

2. Benefits derived as a result of the above R & D :

a) Formulations :Development of new formulations,new dosage forms, substitution ofimports by indigenous materials,improvement in process and stability of products.

b) Furnishing Fabrics : Nil

Launching of new products, increase in shelf life and reduction in costs.

Continuous development of new formulations.

3. Future plan of action :

5

4. Expenditure on R & D Current Year Previous year

Nil

2436 2436

0.30%

Nil25522552

0.25%

a) Capital [` in '000] b) Recurring [` in '000]c) Total [` in '000] d) Total R&D expenditure as a percentage of total turnover

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

2. Benefits derived as a result of the above efforts e .g. product improvement, cost reduction, product development, import substitution, etc.

3. In case of imported technology (imports during the last 5 years reckoned from the beginning of the financial year) following information may be furnished.

a) Technology imported b) Year of Import c) Has technology been fully absorbedd)If not fully absorbed, areas where this has

not taken place, reasons therefore and future plans of action.

Regular absorption of updatedtechnical information.

Improved processes and operatingefficiencies, cost reduction.

Not Applicable

Technology absorption, adaptation and innovation

:

:

:

:

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

a. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans.

b. Total foreign exchange used (` in '000)Total foreign exchange earned (` in '000)

Continuous efforts are made to increase exports and developnew export markets.


34,522 75,319

39,354 75,306


ABHAY KANORIAChairman & Managing Director

Mumbai27th July 2015


6

1 Manufacturing of Pharmaceutical Formulations 21002 99.71%

2 Furnishing Fabrics 13921 0.29%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

1 Anglo-French Drugs & Industries Pte Ltd, Singapore

Subsidiary 2(87)

2 Abhay Kanoria Family Trust Associate 2(6)

201309075E 100%

NA 22.28

3 Progressive Traders & Investors Associate 2(6)NA 30.28

7

Form No. MGT - 9

EXTRACT OF ANNUAL RETURN as on the financial year ended on 31.3.2015 (Nine months ended)

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) L24230KA1923PLC010205

ii) 01/02/1923

CIN

Registration Date

iii) Anglo-French Drugs & Industries Ltd.Name of the Company

iv) Company having Share Capital Category / Sub-Category of the Company

v) No 41, 3rd Cross, V Block, Rajajinagar,Bangalore – 560 010Tel No.2315 6757 Fax No.2338 9963

Address of the Registered office and contact details

vi) YesCompany Shifted to BSE – Dissemination Board from OTC Exchange of India with effect from 12.11.2014

Whether listed company

vii) Canbank Computer Services Limited, J.P. Royale, 1st Floor, #218, 2nd MainSampige Road, Malleswaram,Bengaluru - 560 003Tel No.080-23469661/62

Name, Address and Contact details of Registrar and Transfer Agent, if any

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

Sl. No.

Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the company

Sl. No.

Name and address of the CompanyHolding / Subsidiary/

Associate Applicable

SectionCIN/GLN % of

shares held

ANNEXURE II TO THE DIRECTORS REPORT

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the Year 1.7.2014

No. of Shares held at the end of the year 31.3.2015 % Change

during the Year

Demat Total % of total

Demat Physical Total % of Total

A. Promoters

(1) Indian

a) Individual / HUF

b) Central Government

c) State Government

d) Bodies Corp

e) Banks /FI

f) Any other

Sub-total (A) (1):-

610945

- - -

3700 614645 52.87 0.004

(2) Foreign

b) Other- Individuals

c) Bodies Corp

d) Banks /FI

e) Any other

-

614595 52.87 610945

- - - -

- - - - - - - -

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

610945 614595 52.87 610945 614645 52.87 0.004

B. Public Shareholding

1. Institutions

Sub-total (A) (2)

a) Mutual Funds

b) Banks / FI

c) Central Government

d) State Government (S)

e) Venture Capital funds

- 150 0.013 - 150 150 0.013 -

f) Insurance Companies 210000 210000 18.064 210000 - 210000 18.065 -

g) FIIs

h) Foreign Venture Capital funds

i) Others (specify)

Sub-total (B)(1):- 21000018.077210000 150 210150 18.078 -210150


8

Physical

3650 3650 0.314 3650 0.314 --

610945610945 610945 52.55 50 610995 52.55 0.004-

3650

-

-

3650

150

-

150

a) NRIs - Individuals

2. Non-Institutions

144700 12.817 144700

127850 186085

12.817149000

57945 16.025 58235

4300 149000

16.007186285128340

4300

0.018

0.0132370 0.204 2520 - 2520 0.217

100

2370

0.009 100 - 100 0.009 -

-

-

a) Bodies Corp.

i) Indian

ii) Overseas

b) Individuals

i) Individual shareholders holding nominal share capital upto Rs.1 lakh

ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakhc) others (specify)

Resident Indians HUF

NRI non repatriable

205115 29.054 205555 337705 29.048 0.010

100

Nil NilC. Shares held by Custodian For GDRs & ADRs

Nil Nil Nil Nil Nil Nil -

47.032 415555 547855 47.128 0.105415115 547905Total public Shareholding (B) = (B) (1) + (B) (2)

Grand Total (A+B+C) 100 1026500 1001026060 1162500 1162500

Sub-total (B) (2) :-

- - -- - - - -- - - -- - - - --

- - -- - - - --

- - -- - - - --

337755

- 3650

- - -- - - - --

- - -- - - - --

- - -- - - - --

- - -- - - - --

- - -- - - - --

3700

- - - - - - - --

- - - - - - - --

- - - - - - - --

- - - - - - - --

- - - - - - - --

- - - - - - - --

- - - - - - - --

- - - - - - - --

-

132640 132150

132790 132300

136440 136000

- - - - - - - --

- - - - - - - --

0SINo

Shareholder’s Name No. of Shares

Shareholding at the beginning of the year 1.7.2014

Share holding at the end ofthe year 31.3.2015

0.017

% of Shares

Pledged/encumbered

to totalShares

No. ofShares

% of total

Sharesof the

company

% Change in shareholdingduring

the year

% of Shares

Pledged/encumbered

to total Shares

1 Binod Kumar Kanoria 200

% of total

Sharesof the

company

200 0.017 -

0.0523 Prabhadevi Kanoria 600 600 0.052 -

0.0172 Binod Kumar Kanoria (HUF) 200 200 0.017 -

-5 Abhay Kanoria Family Trust - 50 0.004

22.2776 Abhay Kanoria Family Trust 258975 258975 22.277 -

30.2777 Progressive Traders & Investors 351970 351970 30.277 -

(ii) Shareholding of Promoters

-

-

-

-

-

-

-

-

-

-

-

-

0.2284 Binod Kumar Kanoria 2650 2650 0.228 ---

0

SI.No.

Shareholding at the beginning of the year

Cumulative Shareholdingduring the year

No. of Shares

No. ofShares

% of total Sharesof the company

% of total Sharesof the company

(iii) Change in Promoters' Shareholding ( please specify, if there is no change)

Particulars

9

0.004

52.87Total 614595 614645 52.873 ---

At the beginning ofthe year 1.7.2014 614595

-

614645

0.004

Date wise Increase/ Decrease in Promoters Share holding during the year specifying The reasons for increase / decrease (e.g allotment/transfer/ bonus/sweat equity etc):

Abhay Kanoria Family Trust -

52.87

50

52.87

Abhay Kanoria Family Trust 258975 22.277 258975 22.277

At the End of the year 31/3/2015 614595 52.87 614645 52.87

1

2

- -- -

SI.No.

Shareholding at the beginning of the year

Cumulative Shareholdingduring the year

0For Each of the Top 10 Shareholders No. of

Shares% of totalShares of

the company

% of totalShares of the

company

No. of Shares

0At the beginning of the year 1.7.2014

Life Insurance Corporation of India 90000 16.4316.4390000

Reliance Net Limited 47650 8.708.7047650

General Insurance Corporation Of India 45000 8.218.21

37500National Insurance Company Ltd

45000

6.84 37500 6.84

4200Padmanabh Trading (p) Ltd 0.77 4200 0.77

3950Jyotsna Jitendra Desai 0.72 3950 0.72

3650Thakkar Bina J 0.67 3650 0.67

90000

Trendsetter Investments Pvt. Ltd

16.43 90000 16.43

Date wise Increase /Decrease in Shareholding during the yearspecifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc):

Life Insurance Corporation Of India

Reliance Net Limited 47650 8.708.7047650

General Insurance Corporation Of India 45000 8.218.2145000

37500National Insurance Company Ltd 6.84 37500 6.84

37500The New India Assurance Company Limited 6.84 37500 6.84

37500The New India Assurance Company Limited 6.84 37500 6.84

4200Padmanabh Trading (p) Ltd 0.77 4200 0.77

3950Jyotsna Jitendra Desai 0.72 3950 0.72

2350 0.43 2350 0.43

3650Thakkar Bina J 0.67 3650 0.67

Trendsetter Investments Pvt. Ltd 2350 0.43 2350 0.43

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


10

A infrastructure Limited 89800 16.3916.3989800

A infrastructure Limited 89800 16.39 89800 16.39

(v) Shareholding of Directors and Key Managerial Personnel:

SI.No.

Shareholding at the Beginning of the year

Cumulative ShareholdingDuring the year ended

0

For Each of the Directors and KMP No. ofShares

% of total Shares of the company

Mr. U.G Patel

Date wise Increase/ Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g.allotment / transfer / bonus / sweat equity etc):

No. ofShares

% of total Shares of the company

Mr. B. Subbarayalu 200 0.02 200 0.02

At the beginning of the Year 01.07.2014

200 0.02 200 0.02

At the End of the year 31.3.2015

200 0.02 200 0.02

Mr. B. Subbarayalu 200 0.02 200 0.02

Mr. U.G Patel

- - - -

At the End of the Year ( or on the date of separation, ifseparated during the year 31.3.2015)

1

3

4

5

7

8

9

10

6

2

- - - -

1

3

4

5

6

7

8

9

10

2

1

2

2

1

(V) INDEBTEDNESS

Indebtedness of the Company including interest outstanding/ accrued but not due for payment ( in 000's)

Deposits TotalIndebtedness

UnsecuredLoans

Secured Loansexcludingdeposits

i) Principal Amount

Indebtedness at the beginning of the financial Year - CC/TL1.7.14 to 31.3.15

163675 Nil38 202045

ii) Interest due but not paid Nil NilNil Nil

iii) Interest accrued but not due Nil NilNil Nil

Total (i+ii+ iii) 163675 38 Nil 202045

Change in Indebtednessduring the financial year

Addition 599272 28169 Nil 34161

Reduction

Net Change 599272 66539 Nil 34161

Indebtedness at the end of the financial Year

i) Principal Amount 169382 Nil66100 235482

ii) Interest due but not paid Nil Nil439 439

(VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (July 2014 to March 2015)

A. Remuneration to Managing Director, Whole-time Directors and /or Manager:

0

Total Amount

Name of MD/WTD/ Manager

Particulars of RemunerationSI.No.

Mr. Uddhav KanoriaMr. Abhay Kanoria Mr. Rajesh A Sharma

( in Lakhs)

11

Total (i+ii+iii) 169668 Nil66539 236207

iii) Interest accrued but not due 286 NilNil 286

1 Gross salary(a) Salary as per Provision contained in section 17 (1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17 (2) Income-tax Act, 1961

(c) Profits in lieu of salary under section 17 (3) Incometax Act, 1961

4.50 2.05 7.98 14.53

2 Stock Option Nil Nil Nil Nil

3 Sweat Equity Nil Nil Nil Nil

4 Commission - as % of profit others, specify Nil Nil Nil Nil

5 Others, Please specify Nil Nil Nil Nil

Total (A) 22.50 8.80 15.10 46.40

Ceiling as per the Act Per Annum 30.00 30.00 30.00

18.00 6.75 7.12 31.87

- - - -

Nine months period

( in Lakhs)

B. Remuneration to other directors:

Total Amount

Name of Directors

Particulars of RemunerationSI.No.

10000 15000

Mr. N. AhmedaliMr. Sanat Shirali

Independent Directors

Mr. U.G Patel Mr. V.B.Haribhakti

15000 15000 55000

Total (2)

Total Managerial Remuneration

Total (1) 10000 15000 15000 15000 55000


12

5000 5000

5000 5000

15000 15000 15000 15000 60000

Overall Ceiling as per the Act Per Meeting Rs. 1 Lakh Rs. 1 Lakh Rs. 1 Lakh Rs. 1 Lakh

C) REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/ MANAGER/WTD (July 2014 to March 2015)

Key Managerial personnel

Particular of RemunerationSI.No. Company

SecretaryCFO

Total

CEO

1

2

Fee for attending board committeemeetings

- Commission - Others, - Please Specify

Other Non-Executive Directors

Mr. Sujay Banarji

Fee for attending board Committeemeetings

- Commission - Others, - Please specify

- - - -

- - -

- - -

Total (B) = (1+2) 15000 15000 15000 15000 60000

1. Gross salary

Nil

10.7410.74 None

2. Stock Option Nil Nil Nil

Nil3 Sweat Equity Nil Nil Nil

Nil4. Commission - as % of profit - others specify

Nil Nil Nil

Nil5 Others, please specify Nil Nil Nil

Total Nil Nil

None

10.74

Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

(a)

Value of perquisites u/s 17(2) Income Tax Act, 1961

(b)

Profits in lieu of salary under section 17(3) Income-Tax Act, 1961

(c)

10.74

Penalty

Punishment

Compounding

Penalty

Punishment

Compounding

Penalty

Punishment

Compounding

(VII) PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Authority (RD / NCLT /

COURT

Appeal made, if any (give

details)

Details of Penalty/Punishment/

Compounding fees imposed

Brief Description

13

Section of the Companies ActType

B. DIRECTORS

A. COMPANY

C. OTHER OFFICERS IN DEFAULT

NIL

ANNEXURE III TO THE DIRECTORS REPORT

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014

FORM NO. AOC -2

Form for Disclosure of particulars of contracts/ arrangements entered into by the company with related parties referred to in sub section(1) of section 188 of the Companies Act, 2013 including certain Arm's length transaction under third proviso thereto.

1. Details of contracts or arrangements or transaction not at Arm’s length basis

SL. No. Particulars Details

1 Name (s) of the related party & nature of relationship Nil

2 Nature of contracts/arrangements/ transaction Nil

3 Duration of the contracts/ arrangement /transaction Nil

4 Salient terms of the contracts or arrangement or transaction including the value, if any

Nil

5 Justification for entering into such contracts orarrangements or transactions

Nil

6 Date of approval by the Board Nil

7 Amount paid as advances, if any Nil

8 Date on which the special resolution was passed in Generalmeeting as required under first proviso to section 188

Nil

2. Details of contracts or arrangements or transactions at Arm’s length basis

SL. No. Particulars Details

1 Name (s) of the related party &nature of relationship

a. Sudarshan Services Ltdb. Shri. Abhay Kanoria/Mrs Pallavi Kanoria

2 Nature of contracts/ arrangement/transaction a. Rent & Administrative Chargesb. Payment of monthly rent for the Flat leased to the Company

3 Duration of the contracts/ arrangements/transaction

a. Agreement renewed from 1.7.2013b. Agreement renewed from 15.12.2014 upto 14.11.2015

4 Salient terms of the contracts orarrangements or transactionincluding the value, if any

a. Administrative Charges- Rs. 62,057/- per qtr Rent- Rs. 1,35,000/ per qtrb. Rent - Rs. 4,25,250/- per qtr

5 Date of approval by the Board a. 27th Octrober 2014 b. 8th February 2013

6 Amount paid as advances, if any Nil

Mumbai27th July 2015



14


control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2015, and its profit / loss and its cash flows for the period ended on that date.

Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2015

(“the Order”) issued by the Central Government of India in terms of section 143 of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

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

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with in this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the Directors as on 31st March 2015 taken on record by the Board of Directors, none of the Directors is disqualified as

INDEPENDENT AUDITORS' REPORT ON STANDALONE FINANCIAL STATEMENT

Report on the Financial Statements

We have audited the accompanying financial statements of Anglo-French Drugs & Industries Limited, which comprise the Balance Sheet as at 31st March 2015, and the Statement of Profit and Loss and Cash Flow Statement for the period ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles accepted in India, including the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgements and estimates that are reasonable and prudent, and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial

TO THE MEMBERS OF ANGLO-FRENCH DRUGS & INDUSTRIES LIMITED.

15

on 31st March 2015 from being appointed as director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

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

I. The Company did not have any pending litigation which as per their representation will have material impact on its financial statements.

II. The company is not required to transfer any amount to the Investor Education and Protection Fund by the Company.

For RAY & RAYChartered Accountants

(Firm's Registration No.301072E)

Mrinal Kanti BandyopadhyayPartner

Membership No.: 051472Place of Signature: BengaluruDate: 27th July 2015

16


v. The Company has not accepted any deposits during the year and so the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 are not applicable.

vi. According to the information and explanations given to us, the Central Government has prescribed for the maintenance of the cost records under section 148(1) of the Companies Act, 2013 in respect of the products of the Company and such accounts and records have been made and maintained.

vii. (a) According to the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident fund, Employees State Insurance, Investor Education and Protection Fund, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Cess, Custom Duty and other statutory dues applicable to it.

(b) According to the information & explanation provided the company is not required to transfer an amount to investor education and protection fund in accordance with Section 125 of the Companies Act, 2013 and rules made there under.

viii. As per the records of the Company, the Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the current reporting period. However, it has incurred cash losses of Rs.19,190 ( '000) in the immediately preceding financial year;

ix. The company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

x. the company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company;.

xi. The company has applied term loan during the year for the purpose for which loans were obtained.

xii. No fraud on or by the company has been noticed or reported during the year;

ANNEXURE TO THE AUDITORS' REPORT

The Annexure referred to in our report to the members of Anglo-French Drugs & Industries Limited for the year ended March 31, 2015.

We report that:

i. a) The Company has maintained proper records showing full particulars including quantitative details and situations of fixed assets.

b) According to the information and explanation given to us, most of the fixed assets have been physically verified by the Management during the year in a phased program and no material discrepancies were noted on such verification. In our opinion, the frequency of such verification is reasonable having regard to the size of the company and the nature of its assets.

ii. a) As explained to us, all the inventory of the Company has been physically verified during the year by the management. In our opinion and according to the information and explanations given to us, the frequency of the verification is reasonable having regard to the size of the Company and the nature of its business.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) On the basis of examination of the records of inventory and according to the information and explanations given to us, we are of the opinion that the Company is maintaining proper records of inventory. Discrepancies noticed on physical verification of stocks were not material.

iii. According to the information and explanation given to us, the Company has neither granted nor taken any loans to and from the companies, firms or other parties as listed in the register maintained under section 189 of the Companies Act, 2013. Accordingly, provisions of Clause 3 (iii) (b) & (c) of the Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there are reasonable internal control procedures commensurate with the size and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.




Membership No.: 051472Place of Signature: BengaluruDate: 27th July 2015

17

0Particulars Notes Figures at 31st

March 2015Figures at 30th

June 2014

I. EQUITY AND LIABILITIES

(I) Shareholder’s Funds(a) Share Capital(b) Reserves And Surplus(c) Money Received Against share warrants

1 11,625 11,6252 1,52,470 1,46,691

(ii) Non-Current Liabilities(a) Long-Term Borrowings(b) Deferred Tax Liabilities (Net)(c) Other Long Term Liabilities(d) Long Term Provisions

3456

65,73111,88330,830

4,328

36,31012,78230,980

4,228

(iii)789

10

1,72,8711,50,2221,00,605 19,679

6,85,993Total

II. ASSETS

(i) Non-Current Assets(a) Fixed Assets (i) Tangible Assets (ii) Intangible Assets (iii) Capital Work-in Progress (b) Non- Current Investments(c) Long Term Loans and Advances(d) Other Non-Current Assets

111,52,874

–

3,09113,298

121314

(ii) Current Assets

(a) Inventories(b) Trade Receivables(c) Cash & Bank Balances(d) Short-Term Loans and Advances(e) Other Current Assets

1516171819

1,82,2622,12,987

25,85589,898

5,728

Total 6,85,993

The Notes referred to above are an integral part of Balance Sheet. Significant Accounting Policies and Notes on Accounts as Note “27”

For and on behalf of the Board of Directors

As per Our report of even date,For RAY & RAYChartered AccountantsFirm Registration Number 301072E

MRINAL KANTI BANDYOPADHYAYPartnerMembership No. 051472 Date : 27th July 2015

U.G. PatelDirector


1,48,3081,70,782

75,23921,271

6,92,467

1,41,501-

4,48321,278

1,94,3902,33,886

5,20583,833

7,891

6,92,467

Current Liabilities(a) Short-Term Borrowings(b) Trade payables(c) Other Current Liabilities(d) Short-Term Provisions

STANDALONE BALANCE SHEET AS AT 31st MARCH 2015

TOTAL TOTAL

( In 000s)

B. SUBBARAYALUCompany Secretary

18


Figures for the periodended 31st March 2015

Particulars Figures for the periodended 30th June 2014

Notes

1,486

1,38,158

20,704

13,607

2,22,175

8,15,761

IV. Expenses :Cost of Materials Consumed

Purchase of Stock-in-TradeChanges In Inventories Of FinishedGoods, Work-in Progress And Stock-in Trade

Employee Benefits Expense

Finance Costs

Depreciation And Amortization Expense

Other expenses

Total Expenses

22

23

24

25

11

26

2,61,862

1,57,769

2,84,872

2,36,814

(18,532)

1,81,255

23,066

15,257

3,09,392

10,32,124

I. Revenue From Operations Less: Excise Duty

II. Other Income

III. Total Revenue (I+II)

2010,02,943 15,974

10,18,917

10,41 181 38,238

8,44,374 28,200

21

8,16,174 7,200

8,23,374

V. Profit Before Exceptional And Extraordinary items And Tax ( III - IV) 7,613 (13,207)

VI. Exceptional Items

VII. Profit Before Extraordinary Items And Tax (V - VI) 7,613 (13,207)

VIII.Extraordinary Items

IX. Profit Before Tax ( VII - VIII) 7,613

2,733(899)

(13,207)

X Tax Expense:(1) Current Tax(2) Deferred Tax

Prior period Expenses

XI Profit / (Loss) For The period From Continuing Operations (IX-X)

4.396

-

5,779 (17,603)

XII. Profit / (Loss) From Discontinuing Operations

XIII.Tax Expense of Discounting Operations

XIV. Profit / (Loss) from Discontinuing Operations (XII - XIII)

XV. Profit/ (Loss) For The period (XI + XIV) 5,779 (17,603)

XVI.Earning per Equity Share

(1) Basic

(2) Diluted

5.80

5.80

(15.14)

(15.14)

The Notes referred to above are an integral part of Statement of Profit & Loss Significant Accounting Policies and Notes on Accounts as Note “27”

STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH 2015 ( In 000s)

-

19


As per Our report of even date,For RAY & RAYChartered AccountantsFirm Registration Number 301072E

MRINAL KANTI BANDYOPADHYAYPartnerMembership No. 051472 Date : 27th July 2015

U.G. PatelDirector



Issued Subscribed & Paid Up Capital :11,62,500 Equity Shares of Rs. 10 eachfully paid up (previous Year 11,62,500 Equity shares ofRs. 10/- each)Of the above 704000 Shares are Issued by way ofBonus Shares by Capitalisation of General Reserve

Figures at 31st March 2015

Figures at 30th June 2014

STANDALONE NOTES TO BALANCE SHEET

20,000 20,000

B)

A)

At The Beginning Of The PeriodIssued during the periodShare Suspense Account

Outstanding At The End Of The Period

11,625 11,625

C) Reconciliation Of The Number of Shares Outstanding At The Beginning And At The End of the Reporting period

Current Year Previous Year

D) The Company has only one class of shares i.e Equity carrying a nominal value of Rs. 10/- per share Every holder of the equity share of the Company is entitled to one vote per share held i of liquidation of the Company, the equity shareholders will be entitled to receive remaining assets of the Company after the distribution/repayment of all creditors. The distribution to the equity shareholders will proportion of the number of shares held by each shareholder

n the event

be in

No. Of Share

11,62,500

-

11,62,500

Value(in Rs.)

11,625

11,625

No. of Share

11,62,500

11,62,500

Value (In Rs.)

11,625

11,625

Note: 1 Share Capital

Authorised Share Capital :20,00,000 Equity Shares of Rs. 10/- each(Previous Year 20,00,000 Equity Share of Rs. 10/- each)

11,625 11,625

E) Share In the Company Held By Each Shareholder Holding More Than 5 Percent Shares;


2,59,025

3,51,970

90,000

89,800

2,58,975

3,51,970

90,000

89,800

22

30

8

8

1 Abhay Kanoria Family Trust

2 Progressive Traders & Investors

3 Life Insurance Corporation Of India

4 A Infrastructure Limited

22

30

8

8

Note : 2 Reserves & Surplus

A) Capital Reserve As at Commencement of the Year Add: Transferred from Statement of Profit & Loss

4,2954,295- 4,295 4,295

B) Security Premium Reserve As at Commencement of the year Add: Received on further issue of shares

6,975- 6,975

6,9756,975

C) General Reserve As at Commencement of the Year Add: Transferred from Statement of Profit & Loss

54,909- 50054,909

54,40954,909

D) Surplus/(Deficit) In The Statement of Profit and Loss As at Commencement of the year Add: Profit / (Loss) for the year

Less: Proposed Dividend

Less : Tax on Proposed Dividend

Less : Transfer to General Reserve

As at End of the Year

Total Reserves and Surplus

80,512 5,779

98,115(17,603)

86,291

1,52,470

80,512

1,46,691

-

No. Of Share % Held No. Of Share % Held

-

-

20

( In 000s)

( In 000s)

-


Note : 3 Long-Term BorrowingsTerm LoanFrom Banks (Secured)

Car Finance Loans from Bank(Secured by hypothecation of vehicles financed outof Proceeds of loans)(Term Loan repayment are in form of EMI which are exceeding 12 months)

HDFC Term Loan(Secured by mortgage of Land, Building & Plant & Machinery at Bengaluru)(Term Loan repayment are in Monthly Installments for Four Years)

From Others

Inter Corporate Deposits

4,222 5,232

24,309 21,608

37,200 9,470

65,731 36,310

Deferred Tax Liabilities

Note : 4 Deferred Tax Liability

11,883

11,883

12,782

12,782

Note: 5 Other Long Term Liabilities

Trade Payables

Deposits from C&F Agents

898

30,082

30,980

555

30,275

30,830

Note: 6 Long Term Provisions

Provision for Leave Encashment 4,328

4,328

4,228

4,228Note: 7 Short Term Borrowings

Loans payable on demand From Banks

Working Capital facilities (Secured) Secured against first hypothecation on Stocks and Book Debts ranking pari passu

Cash Credit

1,45,073

3,235

1,48,308

1,42,067 -

1,72,871

Note: 10. Short-Term Provisions

A) Provision for employee benefits Gratuity Leave Encashment Expenses

1,70,782

1,70,782

1,50,222

1,50,222

Note : 9 Other Current Liabilites

Statuatory Liabilities Accrued Liabilities ( Medical Benefits, Travel, Insurance

Documentation Charges) Unpaid Dividends Advance from Customers Employee Related (Bonus, Commission, Exgratia and Salary Payable) Creditors-Capital Goods Other Payables (Other payables consists of amount payable to service providers)

20,67822,058

6385,456

11,146

15,263

75,239

30,22237,726

643 49615,240

1816,260

1,00,605

20,536 735

-

21,271

18,563 840 276

19,679

- 30,804

Note: 8 Trade Payable

Creditors - Trade payable

-

21

22

NO

TE

: 1

1 F

ixe

d A

ss

ets

Sta

nd

alo

ne

I. T

AN

GIB

LE

AS

SE

TS

De

pre

cia

tio

n f

or

the

pe

rio

d f

rom

01

/07

/20

14

to

31

/03

/20

15

Ne

t B

loc

kG

ros

s B

loc

kD

ep

rec

iati

on

Fre

eh

old

La

nd

Bu

ildin

gs

Pla

nt &

Ma

chin

ery

Co

mp

ute

rs

Fu

rnitu

re &

Fix

ture

s

Offic

e E

qu

ipm

en

ts

Ve

hic

les

Tota

l P

revi

ou

s Y

ea

r

II. IN

TA

NG

IBL

E A

SS

ET

S

Tra

de

Ma

rks

Go

od

Will

Gra

nd

To

tal

Pre

vio

us

Ye

ar

1,0

40

86

,84

1

1,4

9,3

15

39

,90

1

17

,66

1

5,6

45

19

,64

03

,20

,04

33

,09

,17

7

16

4

3,2

0,2

06

2,9

7,5

70

Pa

rtic

ula

rs

At C

ost

a

s o

n 0

1-0

7-2

01

4R

s.

Ad

diti

on

s

Rs.

De

du

ctio

ns

Rs.

Co

st

31

-03

-20

15

Rs.as

on

A

s o

n

01

-07

-20

14

Rs.

Fo

r th

e

Ye

ar

Rs.

De

du

ctio

ns

Rs.

Up

to

31

-03

-20

15

Rs.

As

on

3

1-0

3-2

01

5R

s.

As

on

3

0-0

6-2

01

4R

s.

1,0

40

86

,84

1

1,5

0,4

49

41

,19

6

17

,79

7

5,6

66

18

,81

9

3,2

1,8

08

2,9

7,5

70

30

7 -

3,2

2,1

14

3,2

0,2

06

-

31

,44

3

84

,38

2

34

,33

6 -8

,31

7 -2

,83

6 -5

,85

41

,67

,16

81

,61

,97

6

16

4

1,6

7,3

32

1,5

6,2

82

-

45

6

12

,60

8 1

12

21

2

31

81

3,6

07

12

,08

2 -

13

,60

7

15

,25

7

- -3

25

4,2

07

16

4

1,8

0,6

14

1,6

7,3

32

1,0

40

54

,94

2

53

,54

5

6,9

90

9,4

68

2,6

18

12

,75

41

,41

,35

71

,41

,28

8

14

3

1,4

1,5

01

1,5

2,8

74

1,0

40

55

,39

8

64

,93

3

5,5

65

9,3

43

2,8

09

13

,78

61

,52

,87

41

,47

,20

1 -

1,5

2,8

74

-

31

,89

9

96

,90

4

34

,20

6

8,3

29

3,0

48

6,0

64

1,8

0,4

50

1,5

6,2

82

- -

1,2

25

1,6

74

13

6

21 -

3,0

56

15

,22

8

14

3

3,1

99

29

,08

6

- -

91

37

9 - -

82

11

,29

12

6,8

35 -

1,2

91

6,4

49

- -

86

13

1 - -

10

83

25

17

,77

6

( In

' 00

0)

-


Investment in Equity Instruments

468

1942,429

1,392

4,483

468

194 2,429

-

3,091

Deposits Advance for Capital Assets

5,8721540621,278

5,7537,545

13,298

Trade receivables Less Provision on doubtful debtors

15,32915,329

17,74917,749

Raw Materials

Packing Materials

Work-in-Process

Finished Goods

Stores and Spare Parts (Raw materials & packing materials are valued at weighted Average method WIP & Finished Goods at Standard price and Store and spares at cost)

Less Provision for Inventories (Promotional, Stores and spares & chemicals)

66,006

28,309

7,543

80,213

10,474

10,283

1,82,262

82,024

25,920

8,793

77,477

12,291

12,115

1,94,390

Debtors outstanding for a period exceeding Six months

Unsecured, Considered Good

Considered Good

78,834

1,55,052

2,33,886

a) Cash in Hand b) Cheques in Hand c) Stamps d) Balance with Scheduled Banks: in Current Accounts

Other Bank Balances

276 -

10

1,195

1,792

1,932

5,205

362826 9

414

4,097

20,147

25,855

Note : 12 Non -Current Investmentsothers

Note : 13 Long - Term Loans & Advances Unsecured Considered Good

Note : 14 Other Non Current Assets Unsecured Advances

Note :15 Inventories

Note : 16 Trade Receivables

57,323

1,55,664

2,12,987

Note : 17 Cash & Bank Balances Cash and Cash Equivalents

23

Figures at31st March 2015

Figures at30th June 2014

QUOTED - AT - COSTShares in Industrial Development Bank of India Limited5760 shares of 10 eachShares in Vijaya Bank19400 Shares of 10 each Shares in Singapore wholly owned SubsidiaryInvestment in Fixed Deposits

i) In Margin Money Accountsii) In Fixed Deposit Accounts

- -

24

Advance recoverablein Cash or in kind or for value to be received

(CENVAT, Service Tax, Gratuity Fund & Other Advances)Income Tax (Net of Provision)

Deposits(Leave license & Eamest money Deposits)

Advance to Suppliers & Others

Advance to Employees

Others

58,910

4,531

9,680

5,202

5,510

–

83,833

58,769

7,084

9,448

9,793

4,330

474

89,898Note 19 Other Current Assets Prepaid Expenses 5,728

5,728

7,891

7,891

Note : 18 Short-term Loans & Advances Unsecured Others, Considered Goods

NOTES TO PROFIT & LOSS STATEMENT (STANDALONE)

Figures at31st March 2015

Figures at30th June 2014

8,35,153

874

958

5,148 3

2,238

8,44,374

10,31,317

424

1,041

8,394 5

–

10,41,181

257

5,490

92

9,153

123

–

859

15,974

218

136

21

6,143

10

60

612

7,200

Note : 20 Revenue from operation

a) Sale of Products

- Pharmaceutical/ Fabrics

b) Other Operating Income

Sale of Scrap

Excise duty recovered on operating income

Conversion Charges/ Income from Job Work

Cash Discount Received

Export Duty Credit/ Duty Drawback

Insurance Claim Local

Miscellaneous Income- Non Operating

Dividend Income

Liabilities Written Back

Profit /Loss on Sale of Assets

Exchange Rate (Loss) / Gain

Interest on Others

Note : 21 Other Income

Note : 22 Cost of Materials Consumed

8,44,374

8,44,374

10,41,181

10,41,181

Opening Stock Purchases Freight & Carriage Inward

66,0062,15,018

812,81,105

-

29,3632,47,157

1182,76,638

-Less : SalesLess: Closing Stock

Raw Material Consumed

82,024

1,99,081

66,006

2,10,632

A) Raw Material Consumed

Opening Stock

Purchases

13,094

89,645

1,02,739

28,499

74,2402,84,872

Less :Closing Stock Packing Material Consumed

28,499

60377

88,876

26,095

62,7812,61,862

B) Packing Material Consumed


Figures for period ended31st March 2015

Figures for period ended30th June 2014

77,477

8,793

86,270

Closing Stock of:

Finished Goods

Work in Process

Total (A)

80,213

7,543

87,756

80,213

7,543

87,756

1,486

Opening Stock of :

Finished Goods

work in Process

Total (B)

Increase /(Decrease) in Work In Progress, Finished Goods and Stock in trade (A-B)

Total (B)

62,197

7,027

69,224

(18,532)

1,21,933 1,61,923

6356,000

277

74

1,569

7,670

1,38,158

-8,309

468

122

1,520

8,913

1,81,255

Total (A)

Note: 23 Increase / ( Decrease) In Work in Progress Finished Goods and Stock-in Trade

Note : 24 Employees Remuneration & benefits A) Salary, Wages, Allowances & Other Benefits

Contribution to Gratuity Fund Contribution to PF ESI Contribution

C) Staff Welfare Expenses

Group Insurance

Others Staff Welfare Expenses

B) Contribution to PF and other funds

25

Note: 25. Finance Cost

Term Loan

Working Capital Loans

Vehicle Loan

Statutory Dues

Others

(Interest On Inter-Coporate Deposits and C&F Deposits net off Interest on Bank Deposits)

B) Other Borrowing Cost Processing Charges

C) Net gain/ Loss on foreign Transaction

443

20,704

4531

13,063

584

-

4,382

2,890

11,545

455

-

5,371

506

23,066

A) Interest Expenses:

Selling Expenses

Advertisement & Publicity

Business Promotion Expenses

Bad Debts written off

Provision for Doubtful Debts

Clearing, Forwarding & Freight

Rebates & Discount Allowed

Insurance Expenses-Goods-in Transit

Insurance Expenses-Exports GIT

Handing Expenses

Clearing & Forwarding Agents Commission

1,329

239

18,893

384

194

12607

16,304

267

89

499

19,919

2,773

101

35,729

1,214

3,594

14,889

15,520

463

80

626

20,074

Note: 26 Other Expenses

A) Selling & Distribution Expenses

352 1,067

301

45

268

330

65

400

Charity & Donations

Conveyance Expenses

Electricity & Water

Foreign Exchange Rate Fluctuation on Expenses

Festival & Celebration Expenses

Factory Power & Fuel

Insurance Charges

Job-work Charges-Manufacturing Service charges

Legal & Professional Fee

Loss on Sale of Fixed Assets

Membership Fee & Subscription

Office & General Expenses

Postage, telegram

Bank Charges

Printing & Stationary

Rent

Rates & Taxes

7,196

2,072

4,226

1,394

3

53,419

2,801

21

2,902

2,861

55

178

2,22,175

614

104

1,042

2,289

2,407

199

14,185

507

17,077

4,734

971

2,716

7,581

1,725

1,393

17,679

9,459

1,954

632

5,431

1,133

795

-

1,430

1,952

16

214

12,046

365

15,249

6,115

261

2,180

5,521

1,591

945

16,262

7,752

1,277

15,110

2,628

5,980

2,101

5

88,480

3,524

6

4,703

3,784

85

220

3,09,392

B) Operating, Administrative & Other expenses

Consumption of Stores and SparesAuditors Remuneration

Statutory Audit Fees

Tax Audit Fee

Certification and other matters

Repairs & Maintenance

Building

Plant & Machinery

Others

Security Expenses

Telephone & Telex Charge

Laboratory Expenses

Research & Development

Tour & Travelling Expenses

Vehicle Running & Maintenance

ERP Expenses

Sales Tax

Excise Duty

Directors Fee

Trade Marks

26


B. CASH FLOW ARISING FROM INVESTING ACTIVITiES Outflow

(in . 000)

Period ended 31st March 2015

Period ended 30th June 2014

A. CASH FLOW ARISING FROM OPERATING ACTIVITIES

a) Increase in inventories

b) Decrease in Short Term Loans & Advances

c) Increase in Trade receivables

d) Increase in Short Term Provisions

e) Increase in Other Current Assets

f) Increase in Other Current Liabilities

g) Increase in Trade Payables

Cash Generated From Operations

Net income tax ( Paid) / refunds

Net cash flow from operating Activities

STANDALONE CASH FLOW STATEMENT FOR THE FOR PERIOD ENDED 31st MARCH 2015

(14,169)

-(14,169)

7,850

-7,850

13,370384

20,70416

261 34,735

15,2571,214

23,0662,541

849 42,927

(613)(21)(61) (695)

(859)(92)

(951)

41,890

(12,129)

6,065

(20,899)

(1,591)

(2,163)

(25,365)

20,560 (35,522)

6,368

(2,733)

3,635

(62,198)

5,251

(11,002)

(4,261)

(1,605)

(17,651)

44,469

27,807

(46.997)

(19,190)-

(19,190)

a) Acquisition of fixed Assets

b) Investment in Subsidary

inflow

a) Sale of fixed assets

b) Dividend Received

c) Interest Received

d) Increase in other Long Term Current Assets

Outflow

a) increase in Long Tem Loans & Advances

Net Cash (Outflow) in course of Investing Activities

(3,200) (29,085)

(3,200) (29,085)

715

21

613

- 1,349

1,394

92

859

- 2,345

(7,980) (7,980) 6,914 6,914

(19,826)(9,831)

Profit / (Loss) Before TaxExtraordinary itemsNet Realisation towards sale of AssetProfit / (Loss) Before Tax but after extraordinary item

Add Back

a) Depreciationb) Bad debts written offc) Interest expensesd) Loss arising from changes in foreign currencye) Loss (Profit) on sale of Fixed Assets / Assets written off Deduct:

a) Interest income b) Dividend income c) Gain arising from changes in foreign currency exchange rates of case equivalent Cash Operating Profit/ (Loss) Before Working Capital Changes

Adjustments for Changes in Working Capital

27

- -

(in . 000)



C. CASH FLOW ARISING FROM FINANCING ACTIVITIES

Unrealised gains arising from changes in foreign currency exchange rates of cash equivalents

STANDALONE CASH FLOW STATEMENT THE FOR PERIOD ENDED 31st MARCH 2015

54,500

-

2,701

-

(100) 57,101

(17,315)

(16) (2,541)

53,976

Inflow

Net Cash used in Financing Activities

a) Inter-Corporate Deposits taken

b) Proceeds from Short Term Borrowings

c) Increase in other long term Borrowings

d) Increase in Car Loan

e) Increase in Long Term Provisions

55,030

71,144

1,608

2,935

354 1,31,071

(150)(20,704) (24,563)(27,989)

-(1,010)

(74,416)

Outflow

a) Repayments of Long Term Liabilities b) Interest Paid c) Repayments of Short Term Loans / borrowingsd) Repayments of Inter-Corporate Deposits e) Dividends Paid (Incl. Dividend Tax) f) Repayment of Car Loan

(1,443)(23,066)

-(50,710)

-(1,876)

(77,095)

D. OTHERS

Equivalents (A + B + C + D) Cash and Cash equivalents at the begining of the year Cash and Cash equivalents at the close of year

(23,527)28,732

5,205

12,41916,313

28,732

Note :1. The above Cash Flow Statement has been prepared under the indirect method Cash Flow Statement issued by the 2. Previous year figures has been rearranged/regrouped wherever necessary.

as set out in Accounting Standard - 3 on Institute of the Chartered Accounts of India.

For RAY & RAYChartered AccountantsFirm Registration Number 301072E



MRINAL KANTI BANDYOPADHYAYPartnerMembership No. 051472Date : 27th July 2015

U.G.PATELDirector

ABHAY KANORIA Chairman & Managing Director

28


NOTE 27

STANDALONE NOTES TO ACCOUNT AND SIGNIFICANT ACCOUNTING POLICIES

1. Significant Accounting Policies forming part of the Balance Sheet as at 31st March 2015 and Statement of Profit & Loss for the Year ended 31st March 2015 (July 2014 to March2015):

a) Basis of accounting

The financial statements are prepared on an accrual basis of accounting and in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP), including the Accounting Standards notified under the relevant provisions of the Companies Act, 2013.

b) Fixed Assets

(1) All fixed assets are stated at net cost of acquisition (including financing cost till installation, where applicable) less accumulated depreciation.

(2) Registered trademarks are stated at cost of acquisition less accumulated amortization.

c) Depreciation

Depreciation is provided on straight line method on the basis of useful life of the assets specified in Schedule II to the Companies Act, 2013 except in the case of computers & software on which depreciation is provided based on an estimated useful life of three years based on Accounting Standard 26. The carrying amount less residual value of the assets whose remaining useful life has become nil at the beginning of the period amounting to 10,25,775/- has been adjusted in opening retained earnings as on 1st July 2014.

Acquisition cost of registered trade marks are amortized over a period of three years from the year of acquisition.

d) Investments

Non-current Investments are stated at cost.

e) Inventories

All Inventories including samples are valued at cost or net realizable value whichever is lower. Cost of Raw Materials, including packing materials, work in progress and Finished Goods is considered net of cenvat benefit

f) Retirement Benefits

The Company has various schemes of Retirement Benefits such as Provident Fund, Superannuation Fund and Gratuity Fund duly recognized by Income-tax authorities and the Company's contributions are charged against revenue for the year.

In respect of Gratuity, the Company's contribution is determined on the basis of actuarial valuation obtained at the end of the accounting period and the Superannuation fund benefits are funded through the Group Scheme of the Life Insurance Corporation of India.

The liability for earned leave on retirement has been provided on the basis of actuarial valuation at the end of the accounting period.

g) Research & Development

Capital expenditure on Research & Development is treated in the same way as expenditure on fixed assets. The revenue expenditure on Research & Development is written off in the year in which it is accrued.

h) Foreign Currency Translations

The foreign currency balances receivable/payable as at the year end are converted at the closing rate, and the exchange difference has been recognized in the Statement of Profit and Loss or adjusted in the value of fixed assets, as applicable.

i) Income Recognition

Revenue from sale of goods is recognized on despatch of goods to the customers. Sales are stated net of trade discounts and sales returns and excludes sales tax.

j) Taxes on Income

Current tax is determined as the amount of tax payable in respect of taxable income for the period. Deferred tax is recognized, subject to the consideration of prudence in respect of deferred tax assets, on timing differences, being the

29

temporary difference between taxable income and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

k) Impairment of Fixed Assets

At each Balance Sheet, management assesses, using external and internal sources, whether there is an indication that an asset may be impaired. An impairment occurs when carrying value of an asset exceeds the present value of future cash flows expected to arise from the continuing use of the asset and its eventual disposal. The impairment loss to be expensed is determined as the excess of the carrying amount over the present value.

l) Earnings per share

Basic earnings per share is computed using the weighted average number of equity shares outstanding during the period. Diluted earnings per share is computed using the weighted average number of shares and dilutive equity equivalent shares outstanding during the period, except when results would be anti dilutive.

2. Contingent Liabilities not provided for in respect of:

a) Income Tax demand amounting to 1,97,53,554/- against which appeal is pending before appropriate authority.b) Excise duty demand amounting to 2,20,34,424/- against which appeal is pending before appropriate authority.c) Sales tax demands amounting to 81,64,397/- against which the Company has preferred appeals.d) Counter Guarantees given to the Banks against guarantees given by them on Company's behalf 54,55,817/- (previous

year 89,80,501/-). e) Letters of Credit open and outstanding 24,69,400 (previous year 50,17,060/-)

3. Estimated amount of contracts remaining to be executed on Capital Commitments and not provided for 132,54,134/- (Previous year 75,45,466/-).

4. The provision for leave encashment as on 31.03.2015 is detailed as under

5. Investments other than in subsidiary have been accounted as per Accounting Standard (AS) 13 on “Accounting for Investments”. Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long term investments are carried at cost. However, provision for diminution in value, if any, is made to recognize a decline other than temporary in the value of the investments.

6. Closing stock of Finished goods includes samples amounting to 41,70,470/-, which are not meant for sale.

7. The Company has not received information from any supplier with the supporting that they are registered under Micro, Small and Medium Enterprises Development Act, 2006. Hence no information about the dues on account of principal amount together with accrued interest due to such enterprises has been made. This has been relied upon by the Auditors.

8. Managerial remuneration

9. Employee Benefits Disclosure as required by Accounting Standard on Employee Benefits (AS 15) Revised 2005) issued by the Institute of Chartered Accountants of India.

a) (i) Defined Contribution Plans

The Company has recognized the following amounts in the Statement of Profit and Loss for Defined Contribution Plans:


in '000

49182446

24722590

5062

in '000

45011750

27512167

4918

Balance as at the beginning of the yearLess paid during the year

Add provisions made for the yearBalance at the end of the year

(a) Salary Commission Contributions to Provident Fund & Other Funds Perquisites

(b) Directors' Fees

Current Year Previous Year in '000

3188 -918

17615867 555922

? in '000

4187 -

1205 2096

7488 857573

30


(ii) State Plans

The Company has recognized the following amounts in the Statement of Profit and Loss for the Contribution to State Plans

(iii) Defined Benefit Plans

Salaries, Wages & Bonus Includes 1792 /- (Previous Year 2232/- ) towards provision made as per actuarial valuation in respect of accumulated leave encashment / compensated absences.

The details of the Company's Gratuity Fund for its employees including the Managing Director are given below which is certified by the actuary and relied upon by the auditors:


in '000 916

in '000 1310Superannuation Fund


in '000

NIL277

2594

in '000

NIL467

2907

Employee's Provident Fund Employee's State Insurance Employee's Pension Scheme


in '000 2418

in '000 4120(a) Provident Fund

(b) Leave Encashment / Compensated Absences ( In '000)

(c) Contribution to Gratuity Funds

Change in the Benefit Obligations: Liability at the beginning of the year – CurrentLiability at the beginning of the year – Non-CurrentInterest CostCurrent Service CostBenefits PaidActuarial Loss / (Gain) Amount Due for resigned employees but not paidLiability at the end of the yearFair Value of plan assets:Fair Value of Plans assets at year beginning of the yearExpected Return on Plan AssetsSpecial deposit with the BankContributionsBenefits PaidActuarial Gain/ (Loss) on Plan AssetsAmount Receivable from the companyBalance payable by the companyFair Value of Plans assets at the end of the yearTotal Actuarial Loss / (Gain) to be recognizedActual Return on Plan Assets:Expected return on Plan AssetsActuarial (Gain) / Loss on Plan AssetsActual return on Plan AssetsAmount Recognized in the Balance Sheet:Liability at end of the yearFair value of Plan Assets at the end of the yearAmount recognized in the balance sheet under” Current Assets, loans and Advances” / (“Current Liabilities & Provisions”)

Expenses recognized in the Statement of Profit & Loss :Interest costCurrent Service costExpected return on plan assetsNet Actuarial (gain) / loss to be recognizedExpenses recognized in the Statement of Profit & Loss under “Employee Emoluments

183517838

140923112834

23-

20536

193391511

-158028341727

-

Nil21323

-

151115743085

2053621323

787

14092311

15111574

635

-

March 2015 June 2014

157319306

1715132024663431

54618563

203521552

5015252466

166527

Nil20652

-

155235985150

1856320652

2089

17151320

155235982115

31

The long term estimate of the expected rate of return on fund assets has been arrived based on the above allocation and the prevailing yields on these assets. The investments in gratuity fund has been permitted to invest as per Insurance Regulatory and Development Authority

Defined benefit plans - Gratuity( In 000s)

Particulars

Defined benefit obligation

Plan assets

Surplus/(deficit)

2014-15

20536

21323

787

2013-14

18563

20652

2089

2012-13

(20879)

20352

(527)

2011-12

(20344)

19885

(459)

2010-11

(18944)

18230

(714)

2009-10

(16052)

15661

(391)

Note : No reported experience adjustments on plan liabilities and plan assets.

Principal Assumptions

Particulars Current Year% Previous Year (%)

Discount RateReturn on Plan Assets

7.728.00

8.738.00

Investment Pattern

Particulars Current Year Previous Year

Central Government Securities / State Government Securities / Securities guarantee by state/ central government

- -

Public Sector / Financial Institutions Bonds - -

Portfolio with mutual Funds

Others

TOTAL

97.79

2.21

100.00

97.71

2.29

100.00

10. Major components of deferred tax assets and liabilities arising on account of temporary timing differences are:

Depreciation


Provision for leave Encashment

Bonus

Carry forward Loss

Total

Net


Assets in '000

Liabilities in '000

Assets in '000

Liabilities in '000

21557 22508

5484

1564

1437

1189

9674

5484

1566

1487

1189

972621557

11883

22508

12782

32


The deferred tax asset on the carry forward losses have been recognized only to the extent that there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax asset can be realized.

11. Segment information for year ended 31st March 2015

1. Information about Primarily Business Segments

Revenue

a. Pharmaceuticals

b. Furnishing

c. Unallocated

Total

Less: inter segment revenue

Net Sales/Income from operations

820930

2424

21

823375

-

823375


991118

5901

92

997111

927

996184

Result

a. Pharmaceuticals

b. Furnishing

Total

Less:

i) Interest (net)

ii) Unallocable expenditure net of unallocable income

Profit / (Loss) before Tax

32357

(2522)

29835

(20704)

(1281)

7850

15889

(4576)

11313

(23066)

(1454)

(13207)

Pharmaceuticals Furnishing Fabrics Unallocated Total

Current Year

PreviousYear

Current Year

PreviousYear

Current Year

PreviousYear

Current Year

PreviousYear

Other Information

Segment assets

Segment liabilities

Capital Expenditure

Depreciation

663485

514792

3200

11700

653643

512280

29085

14093

20207

1699

-

1670

22174

2615

-

1164

9013

11883

-

-

(8307)

(4233)

-

-

692705

528374

3200

13370

667510

510662

29085

15260

2. Information about Secondary Business Segments

India Outside India Total

Current Year

PreviousYear

Current Year

PreviousYear

Current Year

PreviousYear

Revenue by geographical market External

Inter-segment

Total

Carrying amount of segment assets

Additions to fixed assets

746646

-

746646

692705

3200

928030

927

927103

685745

29085

76729

-

76729

-

-

85828

-

85828

-

-

823375

-

823375

692705

3200

1013858

927

1012931

685745

29085

33

( in '000s)

3. Notes:(i) The Company is organized into two main business segments, namely:

- Pharmaceuticals - Furnishing Fabrics

Segments have been identified and reported taking into account, the nature of products and services, the differing risks and returns, the organization structure, and the internal financial reporting systems.

(ii) Segment Revenue in each of the above domestic business segments primarily includes sales, processing charges, and exports incentives in the respective segments.

Segment revenue comprises of: Current Year Previous Year

in '000 in '000

- Sales

- Other Income

816175

7200

823375

997884

15974

1013858

(iii) The Segment Revenue in the geographical segments considered for disclosure is comprised of:(a) revenue within India includes sales to customers located within India and earnings in India.(b) revenue outside India includes sales to customers located outside India and earnings outside India.

(iv)Segment revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.

12. Related Parties disclosure

A. Associate Companies/Enterprises

Aakruti Investments Ltd.Abhay Kanoria Family TrustBroach Textile Mills Ltd.Capital Commerce Pvt. Ltd.

Ekta Tie-up Pvt. Ltd.GBK Charitable TrustProgressive Traders & InvestorsRadha Kesari Spinning Mills Ltd.

Sudarshan Exports Ltd.Sudarshan Services Ltd.Thames Liners Ltd.

B. Key Management Person Mr. Abhay Kanoria

Mr. Uddhav KanoriaMr. Rajesh Sharma

C. Relative of Key Management Person

Mrs.Pallavi Kanoria Mr.Nirbhay Kanoria

Details of the transactions with related parties referred to in item (A) above Current Year Previous Year

in '000 in '000

Associates/Companies/Enterprises1. Rent paid Sudarshan Services Ltd.

2. Receiving of Services – Administrative, Commercial & Accounting service Sudarshan Services Ltd.

3. Inter Corporate Deposit accepted:

i) Sudarshan Exports Ltd. Amount payable as on 31.03.2015 Interest Paid

ii) Althaea Finance & Leasing Pvt. Ltd.

Interest Paid

Relatives of Key Management personnelRemunerationKey Management personnelRemuneration

405

286

NilNil

Nil

540

253

297057

53

900

5866

1200

7488

34

Figures in parenthesis ( ) represent negative figures.


13. Details of Raw Materials Consumed


in '000 Quantity Value

in '000 Quantity ValueDescription Unit

PHARMACEUTICALS

Ascorbic Acid

Miscellaneous (None individually account for more than 10% of total consumption)

Kgs 63275 40089

157525

85895 45010

163984

FURNISHING FABRICS

Yarn Kgs 6318 1468

199082

7043 1638

210632

14. Value of Raw Materials Stores and Spare Parts consumed:


in '000 Value

in '000 ValueDescription

a) Raw & Packing Materials: Imported

Indigenous

11

89

100

20126

190506

210632

10

90

100

% %

22161

176921

199082

b) Stores and Spare Parts Imported Indigenous

-100

100

-1067

1067

-353

353

-100

100

15. Purchases of Finished Goods


in '000 Value

in '000 ValueDescription

Formulations:

a) Tablets

b) Liquids

c) Injections

d) Capsules

e) Granules

f) Powder

g) Ointment

h) Raw Materials

i) Packing Materials

j) Others

k) Fabrics

66166

40856

7422

19050

(218)

2709

10364

5455

3948

1975

41

157768

133

6098526

116194

27

23144

17705

356561

51443

404270

4203

94139

58981

12206

20245

611

1970

13235

26025

9003

399

236814

124

2280311

4759

32

(1629)

25168

17943

2000

9422

400000

361

Qty. Qty.Units

Million

Bottles

Litres

Million

kgs

Kgs

Kgs

Kgs

Kgs

Kgs

Mtrs

35


in '000 in '000

i) Raw Materials

ii) Components and Spare Parts

b) Expenditure in Foreign Currency

c) F.O.B. Value of Exports

i) In Foreign Currency

ii) In Indian Rupees

31318

---

34522

75319

12737

88056

23541

---

39354

75306

12761

88067

16. a) Value of Imports on CIF basis

17. The company has mortgaged its land at Peenya and first charge on Plant and Machinery of the company on the term loan taken from HDFC Bank & Paripassu charge with Axis Bank

18. The figures in respect of previous period have been regrouped /recast where ever necessary.

19. The figures in the statement profit & loss of the current year represent the amount for a period of nine months as against a period of twelve months of the previous year and hence are not comparable.

Signatures to Notes 1 to 27


B.SUBBARAYALU Company Secretary

U.G.PATEL Director


36


reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the report of the other auditor on the financial statements / financial information of the subsidiary to below in the Other Matter paragraph, the aforesaid consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at 31st March 2015;

(b) in the case of the Consolidated Statement of Profit and Loss, of the profit of the Group for the period ended on that date; and

(c) in the case of the Consolidated Cash Flow Statement, of the cash flows of the Group for the period ended on that date.

Other Matter

1. We did not audit the financial statements of one subsidiary, whose financial statements reflect total assets of Rs 1,37,34,364 as at 31st March, 2015, total revenues of Rs.1,74,26,995 for the period ended on that date, as considered in the consolidated financial statements. This financial statements have been audited by other auditor whose report has been furnished to us by the Management and our opinion, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, is based solely on the report of the other auditor.

Our opinion is not modified in respect of the above matter.

INDEPENDENT AUDITORS' REPORT ON CONSOLIDATED FINANCIAL STATEMENT

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of ANGLO-FRENCH DRUGS & INDUSTRIES LIMITED (the “Company”), and its subsidiary (the Company and its subsidiary constitute “the Group”), which comprise the Consolidated Balance Sheet as at 31st March 2015, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the period ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Consolidated Financial Statements

The Company's Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and presentation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the

TO THE MEMBERS OF ANGLO-FRENCH DRUGS & INDUSTRIES LIMITED.




Membership No.: 05147227th July 2015Bengaluru

37

I. EQUITY AND LIABILITIES

(i) Shareholder's Funds

CONSOLIDATED BALANCE SHEET AS AT 31st MARCH 2015

TOTAL Figures at

31st March 2015

TOTAL Figures at

30th June 2014NotesParticulars

(a) Share Capital (b) Reserve And Surplus (c) Money Received Against share warrants

12

11,6251,46,426

11,6251,45,729

(ii) Non-Current Liabilities

(a) Long-Term Borrowings (b) Deferred Tax Liabilities (Net)(c) Other Long Term Liabilities (d) Long Term Provisions

3456

65,73111,88330,830

4,328

36,31012,78230,980

4,228

(iii) Current Liabilites

(a) Short-Term Borrowings(b) Trade Payables (c) Other Current Liabilities (d) Short-Term Provisions

789

10

1,48,8711,71,585

75,55921,271

6,88,109

1,72,8711,49,9751,00,605

19,679

6,84,784II. ASSETS

(i) Non-Current Assets

(a) Fixed Assets 11

1,41,501760

1,52,874-

(i) Tangible Assets (ii) Intangible Assets (iii) Capital Work-in-Progress

(b) Non-Current Investments (c) Long Term Loans and Advances (d) Other Non-Current Assets

121314

1,09221,278

66213,298

(ii) Current Assets

(a) Inventories (b) Trade Receivables (c) Cash & Bank Balances (d) Short Term Loans and Advances (e) Other Current Assets

1516171819

2,02,3282,23,077

5,34883,833

8,892

6,88,109

1,90,8322,01,816

28,73290,842

5,728

6,84,784

The Notes referred to above are an integral part of Balance Sheet Significant Accounting Policies and Notes on Accounts as Note “27”

As per our report of even date,RAY & RAYChartered AccountantsFirm Reg. No.301072E

MRINAL KANTI BANDYOPADHYAY PartnerMembership No. 051472Date : 27th July 2015

U.G. PATEL Director

ABHAY KANORIAChairman & Managing

Director


(in . 000)

Total

38



CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH 2015

TOTAL

Particulars NotesFigures for the period

ended 31st March 2015

Figures for the periodended 30th June 2014

1. Revenue From Operations Less: Excise Duty

II. Other IncomeIII Total Revenue ( I+II)

IV. Expenses :

20

21

22

23

24

25

11

26

8,61,80228,200 8,33,602

7,2008,40,802

10,36,121 38,238 9,97,883

15,974

10,13,857

(27,102)

1,81,255

23,066

15,257

3,13,863

10,28,025

2,84,872

2,36,814

2,71,724

1,57,769

1,486

1,38,158

20,703

13,607

2,34,823

8,38,270

V. Profit Before Exceptional And Extraordinary items And Tax (III - IV) 2,532 (14,168)

VI. Exceptional items

VII. Profit Before Extraordinary items And Tax (V-VI) 2,532 (14,168)

2,532 (14,168)IX. Profit Before Tax (VII - VIII)

X. Tax Expense :

(1) Current Tax

(2) Deferred Tax

2,733

(899)

697

4,396

-

(18565)

Prior Period ExpensesXI . Profit ( Loss) For The Period From

Continuing Operations (IX-X)

XII Profit (Loss) From Discontinuing Operations

XIII. Tax Expense of Discounting Operations

XIV. Profit (Loss) From DiscontinuingOperations (XII-XIII)

XV. Profit / (Loss) For The Period (XI + XIV)

XVI. Earning Per Equity Share:

(1) Basic

(2) Diluted

697 (18,565)

0.60

0.60

(15.97)

(15.97)

The Notes referred to above are an integral part of Statement of Profit & Loss Significant Accounting Policies and Notes on Accounts as Note ‘27’

As Per our report of even date,RAY & RAYChartered AccountantsFirm Reg NO: 301072E

MRINAL KANTI BANDYOPADHYAY B. SUBBARAYALUCompany Secretary

U.G.PATELDirector

ABHAY KANORIAChairman & Managing DirectorPartner

Membership No. 051472Date :27th July 2015.

TOTAL

Cost of Materials Consumed

Purchase of Stock-in-Trade

Changes In Inventories of FinishedGoods, Works-in-Progress And Stock- in

Trade

Employee Benefits Expense

Finance Costs

Depreciation And Amortization Expense

Other Expenses

Total Expenses

VIII. Extraordinary Items

(in . 000)

39


CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD ENDED 31st MARCH 2015(in '000)



A. CASH FLOW ARISING FROM OPERATING ACTIVITIES

Profit / (Loss) Before TaxExtraordinary items Net Realisation towards sale of Asset Profit / (Loss) Before Tax but after extraordinary item

Add Back : a) Depreciation b) Bad debts written off c) Interest expense d) Loss arising from changes in foreign currency e) Loss / (Profit) on sale of Fixed assets / Assets written off Deduct: a) Interest Income b) Dividend income c) Gain arising from changes in foreign currency exchange rates of cash equivalent

Cash Operating Profit / (Loss) Before Working Capital Changes Adjustments for Changes in Working Capitala) (Increase) / Decrease in Inventoriesb) ( in Short Term Loans & Advances c) ( in Trade receivables d) ( in Short Term Provisions e) ( in Other Current Assets f) ( in Other Current Liabilities g) ( in Trade Payables

Cash Generated From Operations Net income tax (paid) / refunds

Net cash flow from operating Activities

Increase) / DecreaseIncrease) / DecreaseIncrease) / DecreaseIncrease) / DecreaseIncrease) / DecreaseIncrease) / Decrease

2,532

-2,532

35,729

(695)

37,566

(30,757)

6,809(2,733)

4,076

(14,169)

-(14,169)

42,927

(951)

27,807

(46,997)

(19,190)

(19,190)

13,607384

20,704782252

(613)(21)(61)

(11,496)7,009

(36,724)1,591

(3,164)(25,045)

37,072

15,2571,214

23,0662,541

849

(859)(92)

-

(62,198)5,251

(11,002)(4,261)(1,605)

(17,651)44,469

B. CASH FLOW ARISING FROM INVESTING ACTIVITIES Outflow

a) Acquisition of Fixed Assets b) Investment in Subsidiary

Inflow

a) Sale of fixed assets b) Dividend Received c) Interest Received d) Increase in other Long Term Current Assets

Outflow

a) Increase in Long Term Loans & Advances

Net Cash (Outflow) in course of Investing Activities

(3,200)

71521

613-

(7,980)

(3,200)

1,349

(7,980)

(9,831)

(29,085)

1,39492

859

6,914

(29,085)

2,345

6,914

(19,826)

40


CONSOLIDATED CASH FLOW STATEMENT THE PERIOD ENDED 31st MARCH 2015



C. CASH FLOW ARISING FROM FINANCING ACTIVITIES Inflow

Net Cash used in Financing Activities

D. OTHERS

Unrealised gains arising from changes in foreign currency exchage rates of Cash equivalents

Equivalents ------- (A+B+C+D)

Cash and Cash equivalents at the beginning of the year

Cash and cash equivalents at the close of year

54,500-

2,701–

(100)

55,03071,144

1,6082,935

35457,101 1,31,071

(150)

(20,704)

(24,000)

(28,084)

(1,010)

(73,948)

(16,847)

(782)

(23,384)

28,732

5,348

(1,443)

(23,066)

-

(50,710)

-

(1,876)

(77.095)

53,976

(2,541)

12,419

16,313

28,732

Note :1. The above Cash Flow Statement has been prepared under the indirect method Cash Flow Statement issued by the 2. Previous year figures has been rearranged/regrouped wherever necessary.

as set out in Accounting Standard-3 on Institute of the Chartered Accounts of India

For RAY & RAYChartered AccountantsFirm Registration Number 301072E



MRINAL KANTI BANDYOPADHYAYPartnerMembership No. 051472

U.G.PATEL Director


a) Inter-Corporate Deposits takenb) Proceeds from Short Term Borrowingsc) Increase in other long term Borrowings d) Increase in Car Loane) Increase in Long Term Provisions

Outflowa) Repayments of Long Term Liabilities

b) Interest paid

c) Repayments of Short Term Loans/borrowings

d) Repayments of Inter-Corporate Deposits

e) Dividends Paid (Incl. Dividend Tax)

f) Repayments of Car Loan

(in . 000)

41

-

44


Statement containing salient features of the financial statement of

subsidiaries/associate companies/joint ventures

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of

Companies (Accounts) Rules, 2014)

Part "A": Subsidiaries

FORM NO. AOC - 1

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

46

Sl. No.

Name of the subsidiary

Reporting period for the subsidiary

company's reporting periodConcerned, if different from the holding

Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.

Share capital

Reserves & surplus

Total assets

Total Liabilities

Investments

Turnover

Profit before taxation

Provision for taxation

Profit after taxation

Proposed Dividend

% of shareholding

1

Anglo French Drugs & Industries Pte Ltd

1st July 2014 to 31st March 2015

RS Exchange Rate 62.59

16,68,608

60,43,349

1,37,34,364

1,71,47,167

-

1,74,26,995

50,81,401

-

-

100

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

-

(Information in Respect of each Susidiary presented with amounts in Rs.)


Additional Disclosure as per Schedule III of the Companies Act, 2013

(Amount in '000's)

Name of the entity in the

Net Assets, i.e., total assets minus total liabilities

Share in profit or loss

As % of consolidated net assets

Amount As % of consolidated profit or loss

Amount

Parent - Anglo-French Drugs & Industries Ltd.

Subsidiaries

Indian

Foreign - Anglo-French Drugs & Industries Pte Ltd.

1 2 3 4 5

100

Nil

(3)

152706

Nil

(4380)

283

Nil

(184)

7850

Nil

(5081)

47

CONSOLIDATED NOTES TO BALANCE SHEET TOTAL TOTAL

20 00 000 Equity Shares of Rs. 10/- each (Previous Year 20,00,000 Equity Shares of 10/- each)

Figures at 30th June 2014

Figures at 31st March 2015

20,000 20,000

1162500 Equity Shares of Rs. 10 eachfully paid up (Previous Year 1162500 Equity Shares ofRs. 10/- each)

Of the above 704000 Shares are Issued by way ofBonus Shares by Capitalisation of General Reserve

11,625

11,625 11,625

11,625

C) Reconciliation of the Number of shares outstanding at the Beginning & at the End of The Reporting Period

Current Year

Previous Year

No. of Share Value (in Rs.) No. of Share Value (in Rs.)

At The Beginning of The PeriodIssued during the periodShare Suspense AccountOutstanding At The End Of The Period

11,62,500 - -11,62,500

11,625 11,62,500 11,625

11,625 11,62,500 11,625

The Company is having only one class of Shares i.e Equity carrying nominal Value of Rs. 10/- Per Share Every holder of the equity Share the Company is entitled to one vote per Share held in the event of of the Company, the equity Shareholders will be remaining assets of the Company after the distribution / creditors. The distribution to the equity shareholders will be in the number of Shares held by each shareholder.

a of liquidation

entitled to receive repayment of all Proportion of

E) Shares In The Company Held By Each Shareholder Holding More Than 5 Percent Shares:

1 Mr Abhay Kanoria Family Trust

2 Progressive Traders & Investors

3 Life Insurance Coporation of India

4 A Infrastructure Limited

Note : 2 Reserves & Surplus

A) Capital Reserve As at Commencement of the Year Add: Transferred from Statement of Profit & Loss

No. of Share

Current Year

% Held

2,59,025

3,51,970

90,000

89,800

22

30

8

8

Previous Year

No. of Share % Held

2,58,975

3,51,970

90,000

89,800

22

30

8

8

4,295 - 4,295

4,295 - 4,295

B ) Security Premium Reserve As at Commencement of the Year Add: Received on further issue of shares

6,975 -- 6,975

6,975 -- 6,975

C) General Reserve As at Commencement of the Year Add : Transferred from Statement of Profit & Loss

54,909 - 54,909

54,409 500

D Surplus (Deficit) In The Statement of Profit and Loss As at Commencement of the Year Add: Profit for the year Less : Proposed Dividend Less : Tax on Proposed Dividend Less :Transfer to General Reserve As at End of the year

Total Reserves and Surplus

79,550 697

98,115(18,565)

80,247

1,46,426

79,550

1,45,729

54,909

Note: I Share CapitalA) Authorised Share Capital:

B) Issued, Subscribed & Paid Up Capital:

D)

48


Car Finance Loans from Banks(Secured by hypothecation of vehicles financed outof Proceeds of loans)(Term Loan repayment are in form of EMI which are exceeding 12 months)

HDFC Term Loan(Secured by Mortgage of Land, Buildings & Plant & Machinery)(Term Loan repayment are in Monthly Installment for Four years)

From OthersInter Corporate Deposits

4,222 5,232

24,309 21,608

37,200

65,731

9,470

36,310Note : 4 Deferred Tax Liability

Deferred Tax Liabilities 11,88311,883

12,78212,782

Trade Payables Deposits from C & F Agents

555

30,275

30,830

898

30,082

30,980Note : 6 Long Term provisions

Provision for Leave Encashment 4,328

4,328

4,228

4,228

Note: 8 Trade Payable

Creditors - Trade payable

Working Capital facilities (Secured)

Secured against first hypothecation on Stocks and Book Debts ranking pari passu

Cash Credit

Others

1,45,073

3,798

1,48,871

30,804

1,42,067

-

1,72,871

20,678

22378

638

5,455

11,146

-15,264

75,559

1,49,975

1,49,975

Statutory Liabilities

Accrued Liabilities (Medical Benefits, Travel, Insurance, Documentation Charges)

Unpaid Dividends

Advance from Customers

Employee Related (Bonus, Commission, Exgratia and Salary Payable)

1,71,585

1,71,585

30,222

37,726

643

496

15,240

18

16,260

1,00,605

Gratuity Leave Encashment Expenses

20,536735

-

21,271

18,563840

276

19,679

Note : 3 Long-Term Borrowings

Term LoanFrom Banks (Secured)

Note: 5 Other Long Term Liabilities

Note: 7 Short Term Borrowings Loans payable on demand From Banks

Note:9 Other Current Liabilities

Creditors - Capital Goods

Other Payables

(Other payable consists of amount payable to service providers)

Note:10 Short-Term ProvisionsA) Provision for employee benefits

49

50


Co

ns

olid

ate

d

I. T

AN

GIB

LE

AS

SE

TS

De

pre

cia

tio

n f

or

the

pe

rio

d f

rom

01

/07

/20

14

to

31

/03

/20

15

Ne

t B

loc

kG

ros

s B

loc

kD

ep

rec

iati

on

Fre

eh

old

La

nd

Bu

ildin

gs

Pla

nt &

Ma

chin

ery

Co

mp

ute

rs

Fu

rnitu

re &

Fix

ture

s

Offic

e E

qu

ipm

en

ts

Ve

hic

les

Tota

l P

revi

ou

s Y

ea

r

II. IN

TA

NG

IBL

E A

SS

ET

S

Tra

de

Ma

rks

Go

od

Will

Gra

nd

To

tal

Pre

vio

us

Ye

ar

1,0

40

86

,84

1

1,4

9,3

15

39

,90

1

17

,66

1

5,6

45

19

,64

03

,20

,04

33

,09

,17

7

16

4

3,2

0,2

06

2,9

7,5

70

Pa

rtic

ula

rs

At C

ost

a

s o

n 0

1-0

7-2

01

4R

s.

Ad

diti

on

s

Rs.

De

du

ctio

ns

Rs.

Co

st

31

-03

-20

15

Rs.as

on

A

s o

n

01

-07

-20

14

Rs.

Fo

r th

e

Ye

ar

Rs.

De

du

ctio

ns

Rs.

Up

to

31

-03

-20

15

Rs.

As

on

3

1-0

3-2

01

5R

s.

As

on

3

0-0

6-2

01

4R

s.

1,0

40

86

,84

1

1,5

0,4

49

41

,19

6

17

,79

7

5,6

66

18

,81

9

3,2

1,8

08

2,9

7,5

70

30

7 -

3,2

2,1

14

3,2

0,2

06

-

31

,44

3

84

,38

2

34

,33

6 -8

,31

7 -2

,83

6 -5

,85

41

,67

,16

81

,61

,97

6

16

4

1,6

7,3

32

1,5

6,2

82

-

45

6

12

,60

8 1

12

21

2

31

81

3,6

07

12

,08

2 -

13

,60

7

15

,25

7

- -3

25

4,2

07

16

4

1,8

0,6

14

1,6

7,3

32

1,0

40

54

,94

2

53

,54

5

6,9

90

9,4

68

2,6

18

12

,75

41

,41

,35

71

,41

,28

8

14

3

1,4

1,5

01

1,5

2,8

74

1,0

40

55

,39

8

64

,93

3

5,5

65

9,3

43

2,8

09

13

,78

61

,52

,87

41

,47

,20

1 -

1,5

2,8

74

-

31

,89

9

96

,90

4

34

,20

6

8,3

29

3,0

48

6,0

64

1,8

0,4

50

1,5

6,2

82

- -

1,2

25

1,6

74

13

6

21 -

3,0

56

15

,22

8

14

3

3,1

99

29

,08

6

- -

91

37

9 - -

82

11

,29

12

6,8

35 -

1,2

91

6,4

49

- -

86

13

1 - -

10

83

25

17

,77

6

( In

' 00

0)

-

NO

TE

: 1

1 F

ixe

d A

ss

ets

Advance for Capital Assets

468

194430

1,092

468

194-

662

OthersInvestment In Equity Instruments QUOTED-AT COSTShares in Industrial Development Bank of India Limited5760 Shares of 10 eachShares in Vijaya Bank19400 shares of 10 each Investment in Fixed Deposits

5,87215,406

21,278

5,7537,545

13,298

15,32915,329

-

-

17,74917,749

-

-

Trade receivables less : Provision on doubtful debtors

Raw MaterialsPacking MaterialsWork-inProcessFinished GoodsStores and Spare Parts(Raw materials & Packing materials are valued at weighted average method WIP & Finished Goods at Standard Price and stores and spares at cost)Less:Provision for Inventories(Promotional, Stores and spares & chemicals)

82,02425,920

8,79385,41412,291

12,114

2,02,328

66,00628,309

7,54388,78310,474

10,283

1,90,832

Debtors Outstanding for a period exceeding six Months Unsecured, Considered Good Considered Good

68,0251,55,052

2,23,077

57,3231,44,493

2,01,816

a) Cash in Hand b) Cheques in Hand c) Stamps d) Balance with Scheduled Banks: In Current Account Other Bank Balances i) In Margin Money Accounts ii) In Fixed Deposit Accounts

276-

10

1,337

1,7921,933

5,348

362826

9

3291

4,09720,147

28,732

Advance recoverable in Cash or in kind or for value to be received (CENVAT, Service Tax, Gratuity Fund & Other Advances) Income Tax (Net of Provision) Deposits (Leave License & Earnest money Deposits) Advance to Suppliers & Others Advance to Employees Others

58,910

4,5319,680

5,2025,510

-

83,833

8,892

8,892

58,769

7,0849,448

9,7934,3301,418

90,842

5,728

5,728

Note: 12: Non-Current Investments

Note: 13 Long-Term Loans & Advances Unsecured Considered Good

Deposits

Note: 14 Other Non Current Assets Unsecured Advances

Note:15 Inventories

Note: 16 Trade Receivables

Note: 17 Cash & Bank BalancesCash and Cash Equivalents

Note: 18 Short-term Loans & Advances Others Unsecured, Considered Good

Note : 19 Other Current Assets

Prepaid Expenses

51

TotalCONSOLIDATED NOTES TO PROFIT & LOSS STATEMENT

TotalFigures for period ended 31st March 2015

Figures for period ended 30th June 2014

a) Sale of Products - Pharmaceutical /Fabrics b) Other Operating Income Sale of Scrap Excise duty recovered on Operating income Conversion Charges/Income from Job work Cash Discount Received Export Duty Credit/Duty Drawback

10,26,257

4241,0418,394

5-

10,36,121

8,52,580

875958

5,1483

2,238

8,61,8028,61,802

8,61,802

10,36,121

10,36,121

Insurance Claim LocalMiscellaneous Income-Non OperatingDividend IncomeLiabilities Written BackProfit/loss on Sale of AssetsExchange Rate (Loss) / GainInterest on Others

218136

216,143

1060

612

7,200

2575,490

929,153

123-

859

15,974

Opening Stock Purchases Freight & Carriage Inward

74,6402,24,183

81

2,98,904

29,3632,47,157

118

2,76,638

-Less: SalesLess : Closing StockRaw Material Consumed

B) Packing Material ConsumedOpening StockPurchases

Less : Closing Stock

Consumption

89,9612,08,943

66,0062,10,632

28,49960,377

88,876

26,095

62,781

2,71,724

13,09489,645

1,02,739

28,499

74,240

2,84,872

Increase ( Decrease) in Work In Progress, and Stock in trade (A-B)

Finished Goods

77,4778,793

86,270Total (A) Total (A)

88,7837,543

96,326

Total (B)

80,2137,543

87,756

1,486

Total (B)

62,1977,027

69,224

(27,102)

B) Contribution to PF and other funds Contribution to Gratuity Fund Contribution to PF ESI Contribution

C) Staff Welfare Expenses Group Insurance Other Staff Welfare Expenses

1,21,933

6356,000

277

741,5697,670

1,38,158

1,61,923

-8,309

468

1221,5208,913

1,81,255

Note : 20 Revenue from Operation

Note :21 Other Incomes

Note :22 Cost of Materials ConsumedA) Raw Material Consumed

-

Note : 23 Increase (Decrease) In Work in Progress, Finished Goods and Stock - in -Trade

Closing Stock of:Finished GoodsWork in Process

Opening Stock of:Finished GoodsWork in Process

Note : 24 Employees Remuneration & benefitsA) Salary, Wages, Allowances & other Benefits

52


Note : 25 Finance Cost

A) interest Expenses : Term Loan Working Capital Loans

Vehicle Loan

Statutory Dues

Others (Interest on Inter Corporate Deposits and C&F Deposits net off interest on Bank Deposits)

2,890

11,545

455

5,370

4,531

13,063

583

4,383

B) Other Borrowing Cost Processing Charges

C) Net gain / Loss on foreign Transaction

443

20,703

506

23,066

Note : 26 Other Expenses

A) Selling & distribution Expenses

2,773

101

38,067

1,214

3,594

14,889

15,520

463

80

626

20,074

1,329

239

25,917

384

194

13,607

18,859

267

89

499

19,919

B) Operating, Administrative & Other expenses

Consumption of Stores and Spares 352 1,067

Auditors Remuneration

Statutory Audit Fees

Tax Audit Fee

Certification and other Matters

668

65

400 1,133

301

45

268

Charity & Donations

Conveyance Exp.

Electricity & Water

Foreign Exchange Rate Fluctuation on Exp.

Festival & Celebration Expenses

Factory Power & Fuel

Insurance Charges

Job-Work Charge-Manufacturing Service charges

Legal & Professional Fee

Loss on Sale of Fixed Assets

Membership Fee & Subscription

Office & General Exp.

Postage, telegram

Bank Charges

Printing & Stationary

Rent

1,430

1,952

782

214

12,046

365

15,249

6,572

261

2,180

5,521

1,591

1,231

16,262

7,974

104

1,042

2,289

2,541

199

14,185

507

17,077

5,817

971

2,716

7,581

1,740

1,775

17,679

9,977

Selling expenses

Advertisement & Publicity-

Business Promotion expenses

Bad Debts written off


Clearing Forwarding & Freight

Rebates & Discount Allowed

Insurance Expense-Good- in- Transit

Insurance Expenses Exports GIT

Handing Expenses

Clearing & Forwarding Agents Commission

614

-

- -

53

Rates & Taxes 1,277 1,954

54


Repairs & Maintenance

Building

Plant & Machinery

Others

632

5,431

1,125

Security Expenses

Telephone & Telex Charges

Laboratory expenses

Research & Development

Tour & Travelling Expenses

Vehicle Running & Maintenance

ERP Expenses

CWIP Written off

Sales Tax

Excise Duty

Directors Fee

Trade Marks

7,188

2,072

4,226

1,394

3

53,419

2,801

21

8

2,902

2,861

55

178

2,34,823

15,110

2,628

5,980

2,101

5

88,481

3,524

6

0

4,703

3,784

85

220

3,13,863

NOTICE

NOTICE is hereby given that the 92nd Annual General Meeting of Anglo-French Drugs & Industries Limited will be held

on Monday the 21st September 2015 at 4.00 pm at Hotel Abhimaani Vasathi, # 2/9, Dr. Rajkumar Road, Rajajinagar,

Bengaluru - 560 010, to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended 31st March 2015 (Nine

months ended) including the Audited Balance Sheet as at 31st March 2015, the Statement of Profit and Loss and the Cash

Flow statement for the year ended on that date and the Reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Shri. Sujay Banarji (DIN 05308958) who retires by rotation and being eligible, offers himself

for re-appointment.

“RESOLVED THAT Pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the

Companies Act, 2013 and the rules made there under (including any statutory notification(s) or re-enactment thereof for the

time being in force) read with Schedule IV to the Companies Act, 2013, Shri. Sujay Banarji (DIN 05308958) whose period of

office was liable to be determined by retirement by rotation, be and is hereby appointed as Director of the Company

3. To consider and, if thought fit, to pass with or without modification the following resolution as Special Resolution.

To appoint Messrs. Ray & Ray, Chartered Accountants, as Auditors of the Company to hold office from the conclusion of this

meeting till the conclusion of the 93rd Annual General Meeting (for the year 2015-2016)of the Company, and to authorize

the Board of Directors to fix their remuneration.

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act,

2013, Messrs. Ray & Ray, the retiring Auditors of the Company be and are hereby re-appointed Auditors of the Company for

one year, to hold office from the conclusion of this Meeting till the conclusion of the 93rd Annual General Meeting of the

Company, on such remuneration and out-of-pocket expenses, as the Board of Directors may fix.”

SPECIAL BUSINESS

4. To consider and if thought fit, to pass with or without modification, the following resolution as a Special

Resolution;

Revision in remuneration payable to Shri. Abhay Kanoria, Chairman & Managing Director

“RESOLVED THAT in partial modification of the special resolution passed in the Annual General Meeting (AGM) held on

27th October 2014 wherein Shri. Abhay Kanoria, Chairman & Managing Director, was re-appointed for a period of three

years from 1.4.2014 to 31.3.2017 and pursuant to Sections 196, 197, 198, 203 read with Part II of Schedule V and other

applicable provisions, if any of the Companies Act, 2013 and the rules made thereunder the consent of the Members of the

Company be and is hereby accorded for the revision in remuneration payable to Shri. Abhay Kanoria, Chairman & Managing

Director for the remaining period of two years from 1.4.2015 to 31.3.2017, on the following terms of remuneration.

1) Salary at the rate of Rs.2.75 lakhs per month

2) Rent Free furnished accommodation or House Rent Allowance in lieu thereof, and other perquisites like reimbursement of expenditure incurred on Gas, Electricity, Power, Water and Furnishings.

3) Use of office car with driver. Use of the car for private purposes to be billed by the Company to Shri. Abhay Kanoria.

4) Contributions to Provident Fund, Gratuity Fund and Superannuation Scheme as per Rules of the Company.

5) Coverage under Personal Accident Insurance as per Rules of the Company.

6) Free Residential telephone excluding long distance personal calls.

7) The re-imbursement of medical expenses for himself and family for domiciliary treatment up to a limit of Rs.15,000/- in a year and coverage under Company's MEDICLAIM policy with Insurance Company for self and family.

8) Leave Travel Concession for self and family once a year, in accordance with the Rules of the Company

Anglo-French Drugs & Industries LimitedNo.41, 3rd Cross, V Block, Rajajinagar,

Bengaluru – 560 010CIN: L24230KA1923PLC010205

www.afdil.com

1

9) Earned leave as per the rules of the Company; encashment of un-availed leave at the end of the tenure.

10) The Cost to the Company in respect of all perquisites shall not, together with the salary and commission exceed the limits, stipulated in Part II of Section II of Schedule V to the Companies Act, 2013 as existing or as may be amended from time to time.

11) First Class Air or Air-conditioned/Executive Class Rail fares at his option for self, wife and dependant children to his home-town in India on termination of the Agreement.

12) For the purpose of above ceiling following perquisites shall not be included;

a) Contributions to Provident Fund, Superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961.

b) Gratuity payable at a rate not exceeding half a month's salary for each completed year of service. and

c) Encashment of leave at the end of the tenure.

13) Commission at the rate of 2% of the net profits of the Company.

14) The Agreement may be terminated at any time by either party giving to the other six English Calendar month's previous notice in writing.

FURTHER RESOLVED THAT the Board of Directors of the Company may revise, amend, alter and vary the above terms of

remuneration and the said remuneration is subject to approval of Shareholders of the Company.

FURTHER RESOLVED THAT any one Director be and is hereby authorized to enter into necessary agreement on behalf of

the Company with Shri. Abhay Kanoria.


Resolution;

Re-appointment of Shri. Uddhav Kanoria, as Whole-time Director

“RESOLVED THAT subject to the provisions of Sections 196, 197, 198, 203 read with Part II of Schedule V and other

provisions, if any of the Companies Act, 2013, consent of the Members of the Company be and is hereby accorded for re-

appointment of Shri. Uddhav Kanoria, Whole-time Director of the Company designated as the President and Whole-time

Director, for a period of three years with effect from 10th August 2015 on the following terms of remuneration.

I. Salary at the rate of Rs.91,000/- per month.

II. Perquisites and allowances:

a. Rent free accommodation or House Rent Allowance in lieu thereof, and other perquisites like reimbursement of expenditure incurred on Gas, Electricity, Power, Water and Furnishings.

b. Use of Company maintained car with driver. Use of the car for personal use to be billed to Shri. Uddhav Kanoria.

c. Contributions to Provident Fund and Superannuation Scheme as per Rules of the Company.

d. Personal Accident Insurance, as per policy of the Company.

e. Free residential telephone facility excluding long distance personal calls.

f. The reimbursement of Medical expenses for himself and family on domiciliary treatment up to a limit of Rs.15,000/- in a year and coverage under Company's group MEDICLAIM policy with an Insurance Company for self and family.

g. Leave Travel Concession for self and family once a year, in accordance with the Rules of the Company.

h. Leave as per the rules of the Company; encashment of unavailed earned leave at the end of tenure.

i. The perquisites and allowances are to be valued as per the Income Tax Rules, wherever applicable and actual cost to the Company in other cases.

III. Commission at the rate of 2% of the net profits of the Company.

IV. The total remuneration including Salary, Perquisites and allowances shall not exceed the limit of Rs.18 Lakhs per annum, stipulated in Section II of Part II of Schedule V to the Companies Act, 2013 as existing or as may be amended from time to time.

V. For the purpose of above ceiling following perquisites shall not be included;

a) Contributions to Provident Fund, Superannuation fund or annuity fund to the extent these either singly or put together are not taxable under the Income Tax Act, 1961.

b) Gratuity payable at a rate not exceeding half a month's salary for each completed year of service. and

c) Encashment of leave at the end of the tenure.

2

VI. First Class Air or Air-conditioned/Executive Class Rail fares at his option for self to his home-town in India on termination of the Agreement.

VII. The Agreement may be terminated at any time by either party giving to the other six English Calendar months' prior notice in writing or salary in lieu thereof.

FURTHER RESOLVED THAT Shri U.G. Patel, Director, be and is hereby authorized to enter into necessary agreement on

behalf of the Company with Shri. Uddhav Kanoria.

6. To Consider and if thought fit to pass with or without modification the following resolution as an Ordinary

resolution.

To Appoint a Cost Auditor for Cost Audit of Formulations and fix the Remuneration for the year 2015-16.

“RESOLVED THAT in accordance with Section 148(3) of the Companies Act, 2013, and subject to the approval of the

Central Government Ms. Geetha Santhanagopalan, Cost Accountant, Bengaluru be appointed as Cost Auditor, as

recommended by the Audit Committee and appointed by the Board of Directors of the Company in their meetings held on

25th May 2015, to conduct the audit of Cost Accounts relating to Formulations for the Financial Year ending 31.03.2016, on

remuneration of Rs.60,000/- including out of pocket expenses.

FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorized to do all such acts and

take all such steps as may be necessary to give effect to this resolution.”


Resolution;

Revision in salary of Shri. Nirbhay Kanoria, Director

RESOLVED THAT, pursuant to Section 188 of the Companies Act, 2013, read with Rule 15 of the Companies (Meeting of

Board and its Powers) Rules 2014, and other applicable laws, consent of the Members of the Company be and is hereby

accorded for payment of salary of Rs.63,000/- per month, plus statutory and other benefits as per the rules of the company,

to Shri. Nirbhay Kanoria, Director of the Company, with effect from 1st July 2015, with a liberty to the Directors to revise or

otherwise vary the terms provided that the aggregate remuneration payable to Shri. Nirbhay Kanoria shall be in accordance

with the laws, policies, rules, regulation and/or guidelines in force from time to time.


Resolution;

Sale of Furnishing Fabrics Division of the Company at Kharchi, Gujarat.

RESOLVED THAT consent of the Members of the Company be and is hereby accorded for outright sale of Company's

Furnishing Fabrics Division, situated at Kharchi-Bilwara, Taluk Jhagadia, Dist. Bharuch, Gujarat, having approximate area

of 77472 Sq.Ft. and constructed area of 30000 Sq.Ft. along with manufacturing facility thereof with all its assets, on such

consideration which the Chairman & Managing Director of the Company, deems beneficial to the Company.

By order of the Board

Mumbai 27th July 2015

Registered Office:No.41, 3rd cross, V Block, Rajajinagar, Bengaluru 560 010

B. SubbarayaluCompany Secretary

NOTES:

1. IN TERMS OF SECTION 105 OF THE COMPANIES ACT, 2013 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE

MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE

PROXY NEED NOT BE A MEMBER AND THE PROXY FORM, TO BE EFFECTIVE, MUST BE DEPOSITED AT THE

REGISTERED OFFICE OF THE COMPANY AT LEAST 48 HOURS BEFORE THE COMMENCEMENT OF THE

MEETING.

3

2. The quorum for the Annual General Meeting, as provided in Section 103 of the Companies Act,2013 read with Article 84, is

fifteen members, personally present in the meeting at the commencement of business.

3. The Register of Members and the Share Transfer Books of the Company will remain closed for 8 days from 14th

September 2015 to 21st September 2015 both days inclusive.

4. The Company has established the Electronic Connectivity with NSDL and CDSL to facilitate holding and transfer of shares

in de-materialized form. The International Securities Identification Number (ISIN) allotted to the Company's equity is

INE570E01016. The shareholders may get their holding into de-materialized form.5. Members, holding shares in physical form, may notify change in their address, by quoting Folio Number, to the Company or

to the Share Transfer Agents. Those who hold shares in de-materialisation form, may notify the change in address to the

Depository Participant, where such shareholder have a demat account.

6. Copies of the Annual Report 2014-15 (Nine months ended), Notice of the said Meeting, Attendance Slip, Proxy Form and

Ballot Form are being sent by electronic mode to all those members whose e-mail addresses are registered with the

Company/RTA or Depository Participant for communication purposes unless any member has requested for a hard copy

of the same. For members who have not registered their e-mail addresses, physical copies of the Annual Report 2014-15

(Nine months ended), Notice etc., are being sent by the permitted mode.

7. An explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 is annexed hereto.

8. Members who have not registered their e-mail addresses so far are requested to register their e-mail addresses for

receiving all communication including Annual Report, Notices, circulars etc., from the Company in electronic mode.

9. Members who wish to claim dividends, which remain unclaimed, are requested to either correspond with the Secretarial

Department at the Company's Registered Office or the Company's Registrars and Share Transfer Agents M/s Canbank

Computer Services Ltd. Members are requested to note that dividends not encashed or claimed within seven years and

30 days from the date of declaration of the Dividend, will, as per Section 205 A(5) read with Section 205 C of the Companies

Act, 1956, be transferred to the Investor Education and Protection Fund of Government of India. In view of this, members

are advised to send all the un-encashed dividend warrants to the Company or our Registrars for revalidation and encash

them before the due dates.

Statement of unclaimed Dividends for the previous years:

Financial YearUnclaimed amountas on

31.3.2015. (Amount in Rs.)Due date/ date of transfer to Investor

Education and Protection Fund

2009-10

2010-11

2011-12

2012-13

1,52,058

1,46,279

1,65,037

1,69,975

13.12.2017

04.12.2018

16.12.2019

14.12.2020

10. Voting through electronic means

a. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management

and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment

Rules, 2015 and Clause 35B of the Listing Agreement, the Company is pleased to provide members facility to exercise

their right to vote on resolutions proposed to be considered at the 92nd Annual General Meeting (AGM) by electronic

means and the business may be transacted through e-Voting Services. The facility of casting the votes by the

members using an electronic voting system from a place other than venue of the AGM ("remote e-voting") will be

provided by National Securities Depository Limited (NSDL).

b. The facility for Voting through ballot paper shall be made available at the 92nd AGM and the members attending the

meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through

ballot paper.

c. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be

entitled to cast their vote again.

4

d. The remote e-voting period commences on 18th September 2015 (9:00 am) and ends on 20th September 2015 (5:00

pm). During this period members' of the Company, holding shares either in physical form or in dematerialized form, as

on the cut-off date of 14th September 2015, may cast their vote by remote e-voting. The remote e-voting module shall

be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not

be allowed to change it subsequently.

e. The process and manner for remote e-voting are as under:

In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company / Depository Participants(s)]:

(i) Open email and open PDF file viz; "Anglo-French Drugs & Industries Ltd remote e-voting.pdf" with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/PIN for remote e-voting. Please note that the password is an initial password.

(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/

(iii) Click on Shareholder - Login

(iv) Put user ID and password as initial password/PIN noted in step (i) above. Click Login.

(v) Password change menu appears. Change the password/PIN with new password of your choice with minimum 8 digits/characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

(vii) Select "EVEN" of "Anglo-French Drugs & Industries Ltd".

(viii) Now you are ready for remote e-voting as Cast Vote page opens.

(ix) Cast your vote by selecting appropriate option and click on "Submit" and also "Confirm" when prompted.

(x) Upon confirmation, the message "Vote cast successfully" will be displayed.

(xi) Once you have voted on the resolution, you will not be allowed to modify your vote.

(xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc., together with attested specimen signature of the duly authorized signatory (ies) who are authorized to vote, to the Scrutinizer through e-mail to [email protected] with a copy marked to [email protected]

f. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section of www.evoting.nsdl.com or call on toll free no.:1800-222-990.

g. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote.

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

i. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 14th September 2015.

j. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 14th September 2015, may obtain the login ID and password by sending a request at [email protected] or [email protected]

However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

k. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the 92nd AGM.

l. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.

m. Shri. Venkatesha Bhat, Chartered Accountant, (Membership No.131243) and Partner M/s. G.P.V. & Co., Chartered Accountants has been appointed for as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.

5

n. The Chairman shall, at the 92nd AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of "Polling Paper" for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

o. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

p. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.afdil.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited, Dissemination Board, Mumbai.

ANNEXURE TO NOTICE

Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013.

ITEM No. 4

The Board of Directors in their meeting held on 28.4.2014 had approved the re-appointment of Shri. Abhay Kanoria, Chairman

& Managing Director for a period of three years with effect from 1.4.2014, without any increase in his remuneration, with the

liberty to revise the remuneration after six months. The consent of the Members of the Company was accorded in the AGM

held on 27th October 2014.

On recommendation of the Nomination and Remuneration committee, the Board of Directors of the Company, at their meeting

held on 25th May 2015 approved the revision in remuneration payable to Shri. Abhay Kanoria, Chairman & Managing Director,

with effect from 1.4.2015, for the remaining period of his appointment till 31.3.2017, subject to the approval of the Members of

the Company.

Except Shri. Abhay Kanoria and Shri. Uddhav Kanoria, no other Director is concerned or interested in this resolution.

The Board accordingly recommends the resolution as set out in Item no.4 of the Notice for approval of the Members.

ITEM No.5

On recommendation of the Nomination and Remuneration committee, the Board of Directors of the Company, at their meeting

held on 25th May 2015 approved re-appointment of Shri. Uddhav Kanoria, Whole-time Director of the Company to be

designated as President and Whole-time Director, for 3 years with effect from 10th August 2015 subject to approval of the

Members.

Except Shri. Abhay Kanoria and Shri. Uddhav Kanoria, no other Director is concerned or interested in this resolution.

The Board accordingly recommends the resolution as set out in Item no.5 of the Notice for approval of the Members.

ITEM NO.6

On recommendation of the Audit Committee, the Board of Directors of the Company at their meeting held on 25th May 2015

approved the appointment of Ms. Geetha Santhanagopalan, Cost Accountant, Bengaluru as Cost Auditor, of the Company,

to conduct the audit of Cost Accounts relating to Formulations for the Financial Year ending 31.03.2016, on such remuneration

including out of pocket expenses as may be fixed by the Chairman & Managing Director.

In accordance with the provision of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the

remuneration payable to the Cost Auditors has to be ratified by the Members of the Company.

Accordingly, consent of the members is sought for passing an Ordinary Resolution for ratification of the remuneration payable to

Cost Auditor for the financial year ending 31st March 2016, at Rs.60,000/- including out-of pocket expenses.

The Board accordingly recommends the resolution as set out in Item No.6 of the Notice for approval of the Members.

6

ITEM No.7

Shri. Nirbhay Kanoria, son of Shri. Abhay Kanoria, Chairman & Managing Director, is the Director of the Company. Taking in to

account the Company’s activities and consequent increase in the responsibility of Shri. Nirbhay Kanoria as a Director in charge

of Marketing and Administration Departments of Pharma Division, the Board of Directors of the Company, in terms of Section

188 of the companies Act, 2013 read with Rule 15 (3) of the Companies (Meetings of Board and its Powers) Rules 2014,

approved revision in his salary with effect from 1st July 2015, subject to the approval of the Members of the Company. Except Shri. Abhay Kanoria and Shri. Uddhav Kanoria, no other Director is concerned or interested in this resolution. The Board accordingly recommends the resolution as set out in Item No.7 of the Notice for approval of the Members.

ITEM No.8

The Company has a Furnishing Fabrics Division, commissioned in 1994 at Kharchi-Bilwara, TalukJhagadia, District Bharuch,

Gujarat.

The operations of the Furnishing Fabrics Division was curtailed during 2013, as the division reported loss continuously. Even

after curtailing the operations, it is becoming un-viable to continue the operations of the said division as the division is incurring

loss every year thereby increasing the liability of the Company. Therefore it would be beneficial to sell the said facility.

The Board of Directors in their meeting held on 27th October 2014, approved for an outright sale of land of the Furnishing

Fabrics Division, situated at Kharchi-Bilwara, Taluk Jhagadia, Dist. Bharuch, Gujarat, having approximate area of 77472

Sq.Ft. and constructed area of 30000 Sq. Ft. along with building and Machineries to M/s Broach Textiles Mills Ltd., M.G. Road,

Bharuch, Gujarat, for a consideration which the Chairman & Managing Director deems beneficial to the Company, in

accordance with Section 180 and Section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of

Board and its Powers) Rules, 2014 subject to the approval of the members of the Company.

The Board accordingly recommends the resolution as set out in Item No.8 of the Notice for approval of the Members.

By order of the Board

Mumbai 27th July 2015

Registered Office:No.41, 3rd cross, V Block, Rajajinagar, Bengaluru 560 010

B. SubbarayaluCompany Secretary

7

Anglo-French Drugs & Industries LimitedNo.41, 3rd Cross, V Block, Rajajinagar, Bengaluru – 560 010

CIN: L24230KA1923PLC010205www.afdil.com

ATTENDANCE SLIP

I hereby record my presence at the Ninety Second Annual General Meeting held on Monday the 21st September 2015 at 4.00 PM at Hotel Abhimaani Vasathi, # 2/9, Dr. Rajkumar Road, Rajajinagar, Bengaluru - 560 010,

Name of the Shareholder(s) ……………………………………………………………………………………………........................(in Capital Letters)

Name of the Proxy or Company's Representative …………………………………………………………………….......................(in Capital Letters)

Signature of Shareholder(s) ORProxy or Company's Representative …………………………………………………………………….......................................….

Note : 1. A proxy attending on behalf of Shareholder(s) should write the name of the Shareholder(s) from whom he holds Proxy.

2. Members are requested to bring their copy of the Annual Report to the Meeting as additional copies of the same will not be made available at the Meeting.

Reg.Folio No. ……………………………

*Client ID No. …………………………..

* DP ID No. ……………………………...

* Applicable for investors holding shares in electronic form.

No. of Shares held :

Anglo-French Drugs & Industries LimitedNo.41, 3rd Cross, V Block, Rajajinagar,

Bengaluru – 560 010CIN: L24230KA1923PLC010205

www.afdil.com

PROXY FORM(Form No.MGT-11)

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

CIN

Name of the Company

Registered Office:

E-mail:

L24230KA1923PLC010205

Anglo-French Drugs & Industries Ltd.

No.41, 3rd Cross, V Block, Rajajinagar, Bengaluru – 560 010

Tel No.: 080-23156757, Fax No.080-23389963/ 23306596,

[email protected], Website: www.afdil.com

:

:

:

:

Name of the Member(s):

Registered Address:

E-mail ID :

Folio No./Client ID or DP ID :

I/We, being the Member(s) of …………….............................… equity shares of the above named Company, hereby appoint:

1. Name: ………………………………………………………………............................................................………..

Address : ...........................................................................................................................................................

...........................................................................................................................................................................

E-mail ID:.................................................................................Signature:..........................................................

Or failing him/her

1. Name: ………………………………………………………………............................................................………..

Address : ...........................................................................................................................................................

...........................................................................................................................................................................


Or failing him/her

1. Name: ………………………………………………………………............................................................………..

Address : ...........................................................................................................................................................

...........................................................................................................................................................................


as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 92nd Annual General Meeting of the Company, to be held on Monday the 21st September 2015 at 4.00 pm at Hotel Abhimaani Vasathi, # 2/9, Dr. Rajkumar Road, Rajajinagar, Bengaluru - 560 010, and at any adjournment thereof in respect of such resolutions as are indicated below;

:

:

:

:

Resolution

No.

Notes:

1. This form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

2. Please complete all details including details of Member(s) before submission.

I assent

to the resolution

I dissent

to the resolutionDescription

Consideration and adoption of audited financial statements for the year ended 31st March 2015 (Nine months ended) together with the Reports of Directors and Auditors

1.

Re-Appointment of Shri. Sujay Banarji as Director who retires by rotation.

2.

Appointment of statutory Auditors of the Company to hold office from the conclusion of this meeting till the conclusion of the 93rd Annual General Meeting of the Company and to authorize the Board of Directors to fix the remuneration.

3.

Revision in remuneration payable to Shri. Abhay Kanoria, Chairman & Managing Director w.e.f. 1.4.2015

4.

Re-Appointment of Shri. Uddhav Kanoria, as Whole-time Director w.e.f. 10th August 2015

5.

To Appoint a Cost Auditor for Cost Audit of Formulations and fix the Remuneration for the year 2015-16

6.

Revision in salary payable to Shri. Nirbhay Kanoria, Director w.e.f. 1st July 2015.

7.

Sale of Furnishing Fabrics Division of the Company at Kharchi, Gujarat.

8.

Signed this …….......................................……………………. Day of ………................................……. 2015.

Signature of Shareholder

Signature of Proxy holder (s)

Affix Revenue

Stamp

board of directors registered office auditors

Documents