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The story of one of the most excitingbiscuit brands of India today
Anmol Industries LimitedA n n u a l r e p o r t 2 0 1 6 - 1 7
TASTED.TESTED.
TRUSTED.
Caution regarding forward-looking statements
This document contains
statements about expected
future events and financial
and operating results of
Anmol Industries Limited,
which are forward-looking.
By their nature, forward-
looking statements require
the Company to make
assumptions and are
subject to inherent risks
and uncertainties. There
is significant risk that the
assumptions, predictions
and other forward-looking
statements will not prove
to be accurate. Readers
are cautioned not to place
undue reliance on forward-
looking statements as a
number of factors could
cause assumptions, actual
future results and events
to differ materially from
those expressed in the
forward-looking statements.
Accordingly, this document is
subject to the disclaimer and
qualified in its entirety by the
assumptions, qualifications
and risk factors referred to in
the management discussion
and analysis section of the
annual report.
Contents
Corporate snapshot
Milestones
Operational review
Strategy
Performance
ambition
Strengths
Risk
management
Financial
section
Products
Chairman statement
Financial highlights
Transformation story
Industry optimism
Management discussion and analysis
Statutory section
02
14
20
24
29
31
38
84
04
16
22
26
30
32
40
The spirit of Anmol is not about looking at the world with a new pair of glasses.But with a new pair of eyes instead...
‘Kuch hat-ke karna hai. Old is boring. Try the new.
What will the consumer like tomorrow? Anmol: Always seeking the wow taste! Be bold. Be daring. Be decisive. Can’t be done? Let us show it to you then. It is not just a biscuit really. Research. Research. Research. If the market does not exist, let us create one.’
Anmol Industries is
one of the most exciting biscuit brands in India
today.Because it
is one of the fastest
growing.Because the
company has established a recall around
innovation.Because the
company has invested
in a long-term business
mindest.Bringing a
new flavour to the country’s
biscuits sector.Literally and
metaphorically.
02 I Anmol Industries Limited
Pedigree
Anmol Industries was incorporated
in 1993. The company is presently
headed by Mr. Baijnath Choudhary
(Chairman Emeritus), Mr. Biswanath
Choudhary (Chairman), Mr. Bimal
Kumar Choudhary (Managing
Director), Mr. Gobind Ram Choudhary
(Managing Director) and Mr. Dilip
Kumar Choudhary who are assisted by
knowledgeable professionals.
PortfolioThe Company is respected for
being among the five leading
biscuit manufacturers in India with a
cumulative manufacturing capacity
of 3,12,892 metric tonnes per annum
(including job work at Odisha). The
Company offers soft dough, hard
dough, crackers, cream sandwiches,
cookies and cakes, among others.
Presence Anmol is headquartered in Kolkata with
seven manufacturing units (two each in
West Bengal, Odisha and Uttar Pradesh
and one in Bihar). The Company
enjoys a prominent leadership position
in Eastern and Northern India; its
products are available in 18 lakh pan-
India retail outlets.
Quality Anmol has invested in quality-assuring
certifications and standards like ISO
22000:2005. All the Company’s units
comply with GMP, GHP, HACCP and
Halal regulations.
Vision We seek to emerge as the top biscuit
brand in India. Our mega setup will
enable us to reach further into the
hearts of our consumers. As a brand
which is dedicated to providing
only the best to the consumers, our
primary aim is to keep doing this and
be the best at it.
MissionAlready among the top biscuit brands
in India, our humble goal is to grow
further and be the best in the segment
we are. We also wish to be the
provider of our unique taste to each
and every consumer. We aim to fulfil
aspirations with a global approach
and to deliver the best returns to
the society, consumers, and our
stakeholders.
*as on 31st March 2017
18(lakh)
Number of retail outlets
658Number of direct
distributors
Numbers that matter at Anmol*
2100+Team strength
40(lakh)
Number of Anmol biscuit packs sold
per day
100(million)
Number of biscuits baked every day
Annual Report 2016-17 I 03
The spirit of Anmol is not about what is.It is about what can be.
04 I Anmol Industries Limited
We don’t provide consumers what they tell us they
need.We provide consumers what they didn’t even know they needed in the first place.
Annual Report 2016-17 I 05
We don’t complain when our innovative products are
copied.We see this as a market-
widening opportunity where we may retain the largest
share.
06 I Anmol Industries Limited
We don’t focus on the
achievements of the past.
We are driven by our innovative product pipeline
of the future.
Annual Report 2016-17 I 07
Soon the consumer realised why the judgment had been premature.
This is what the consumer felt following the first bite: the biscuit was light, there was a favourable top-note and this was one biscuit that could be consumed like a snack.
The result was that the product extended beyond its intended recall; instead of fighting for market share in a specific biscuit category, Dreamlite carved out a new independent category.
The numbers were staggering: the brand accounted for a 10% market share among peers and provided a quarter of the Company’s revenues. Best of all, despite increasing competition, the brand continued to register double-digit growth every year.
Emphasising the point that the launch of an innovative product is half the battle won.
DreamliteWHEN ANMOL LAUNCHED DREAMLITE IN 2007, THE FIRST REACTION WAS ‘OH NO, NOT ANOTHER CRACKER BISCUIT!’
08 I Anmol Industries Limited
The concerns were usual: ‘Few companies have succeeding in introducing value-added products’ and ‘It takes a deep competence to introduce superior branded products’ and ‘The introduction of value-added biscuits in a price-sensitive market is impossible.’
Anmol responded with patience and prudence.
The Company introduced Butter Bake, one of the first products in the premium Rs. 5-a-pack segment.
The Company addressed the challenges of the short dough cookie segment with a superior product: richer, more buttery and aroma-infused.
Product superiority prevailed. Butter Bake created waves in a relatively flat Indian biscuit space.
Over the past 10 years, Butter Bake has emerged as a power brand for Anmol, accounting for 25% of the Company’s revenues.
Emphasising the conviction that when you think different, the rewards can be lucrative.
Butter BakeWHEN ANMOL FIRST VENTURED TO GRADUATE BEYOND THE LARGE VOLUME GLUCOSE BISCUIT SEGMENT, THE CYNICS STARTED AIRING THEIR DOUBTS.
Annual Report 2016-17 I 09
Looked the same. Tasted the same.
Then in 2011, Anmol’s Veg Munch came along.
The Company did something different with this brand: it infused vegetable flavours into the biscuit.
To this, Anmol added an Indian masala mix.
When consumers sampled this, they said ‘Wow! Finally a biscuit woven around the Indian palate!’
Besides, consumers used this biscuit as a snack; used it as something to present to guests along with the mandatory afternoon tea.
Underlining the belief that when you introduce something in line with enduring preferences, the gains can be correspondingly similar — enduring.
Veg MunchFOR YEARS, CRACKERS WERE, WELL, THE USUAL CRACKERS.
10 I Anmol Industries Limited
‘Why would anyone want a spicy biscuit?’ said some.
‘People’s habits don’t change fast,’ said others.
Anmol leveraged its long-standing core competencies.
Distribution network. Technological contemporariness. Brand-building expertise. Sizeable output.
The market responded positively to this savoury biscuit.
The result: the brand now accounts for 3% of Anmol’s revenues and is growing at a CAGR of 10%.
Emphasising the ethos that the best way to beat the old is to keep trying out the new.
Bakers BixWHEN ANMOL LAUNCHED BAKERS BIX, THERE WERE WHISPERS OF DISBELIEF.
Annual Report 2016-17 I 11
Anmol’s detractors argued, ‘Why would somebody want to have lemon cream biscuits’?
While others warned, ‘Consumer’s habits do not change for new and unusual tastes’.
Anmol knew that cream-filled biscuits were everybody’s childhood favourite.
So, Anmol decided to market Lemon Mazaa only for the young-at-heart.
Two pieces of light puffs with lemon flavoured cream in between. A delight for kids and the young at heart.
Lemon Mazaa can be enjoyed in more ways than by just taking a big bite or licking the cream.
The result: the brand now accounts for >4 % of the revenues of the Company.
Lemon MaazaWHEN ANMOL CAME UP WITH LEMON MAAZA IN 2003, THERE WERE DOUBTS ABOUT WHETHER THIS BISCUIT WOULD EVEN LAST THE YEAR.
12 I Anmol Industries Limited
But much to everyone’s surprise (including Anmol’s), this humble little brand started raking in the moolah. Or one might say, ‘baking’.
The flagship brand for Anmol, 2 in 1 cemented its reputation as a fan favourite across generations.
The salty, buttery 2 in 1 is now a must for all biscuit lovers. The perfect crunchy snack for those ‘in-between meal’ hungers.
Anmol’s 2 in 1 now accounts for 8% of the Company’s revenues, growing at ~10% per annum.
Highlighting the point that long-lasting relationships grow when a bit of salt is added to it.
2 in 1 WHEN ANMOL LAUNCHED 2 IN 1 IN 1998, IT WAS A FLEDGLING BRAND IN A MARKET RULED BY A HANDFUL OF LONGSTANDING BRANDS.
Annual Report 2016-17 I 13
1998Added a second
unit to the Dankuni facility
2001Set up a third unit at
Greater Noida, Uttar Pradesh
2004Acquired a biscuit
manufacturing unit in West Bengal
1994Established first
manufacturing unit at Dankuni, West Bengal
Mile- stones
2011Set up a new state-of-the-art facility at
Hajipur, Bihar
2005Forayed into the
cupcakes, bar cakes and tiffin cakes
segment
2008Started a biscuit
manufacturing facility at rented unit in
Ghaziabad, Uttar Pradesh
2010Increased volumes by 31,500 metric tonnes
by operationalising two new ovens at
Dankuni, West Bengal
14 I Anmol Industries Limited
2014Received the ‘Emerging
Companies’ award in the ‘Outstanding
Capital Management’ category from
Yes Bank
2014Commenced production of
cookies
2016Received the ‘Fastest-
growing Company above C10 billion’ award from Economic Times
2015Started a cake
manufacturing facility at Hazipur, Bihar
2016ET Award for Best
Financial Performance above H10 billion
2017Merged Anmol Buiscuits and Anmol Bakers with
Anmol Industries Limited.
2017Started commercial
production at Bhubneshwar, Odisha
2017Roped in Akshay Kumar as brand
ambassador
Annual Report 2016-17 I 15
“The time has come to surpass our retrospective growth rate…”
Chairman’s overview
16 I Anmol Industries Limited
At Anmol, we believe that India is at
the cusp of a dramatic transformation,
which, in turn, will transform the way
in which consumers earn, aspire and
spend.
Consider the evidence of this dramatic
transformation.
India took 60 years to reach US$ 1 trn
in economic size; it doubled its size in
only seven years thereafter; estimates
indicate that India could emerge as a
US$ 5 trn economy by 2023 and
US$ 7 trn by 2030, the accelerating
economic velocity creating
unprecedented prosperity and
consumption.
India’s growth is projected to be among
the fastest growing global economies
between 2016 and 2020; the country is
projected to emerge as the third largest
economy in the world by 2030, its GDP
approximately trebling to $7 trillion by
2030 (Source: Oliver Wyman).
India is the world’s fastest urbanizing
country; the country’s urban
component is expected to increase
from around 31% today to around
40% (on a larger population base) by
2030. This urbanization is expected to
translate into sweeping changes in the
way the new urban population earns,
aspires and spends.
India’s workforce is estimated at the
second largest in the world comprising
860 mn of 15–64 year olds, accounting
for approximately 66% of the total
population in this age grou. (Source:
The World Bank Group), a robust
consumption-driving population. India
is expected to overtake China with
the world’s largest workforce by 2026
(Source: The World Bank)
India’s youth literacy increased from
81.1% in 2006 to 89.7% in 2015 (Source:
UNESCO); gross enrolment ratio for
tertiary education increased from 11.5%
in 2006 to 23.9% in 2013 (Source:
UNESCO), creating a new generation of
relatively informed consumers.
India’s unemployment has declined
from approximately 12% in the early
1990s to approximately 5.5% (Source:
Oxford Economics).
The number of India’s middle-class
households has grown from 65 mn
in 2006 to more than 75 mn in 2015,
catalysing consumption (Source:
Euromonitor) and a 2.9x increase in per
capita private consumption (Source:
Economist Intelligence Unit)
THERE IS A PRINCIPAL IDEA AROUND WHICH ANMOL BISCUITS WENT INTO BUSINESS: EVEN AS THE PER CAPITA BISCUIT CONSUMPTION WAS 8 KGS IN A COUNTRY LIKE USA, IT WAS LESS THAN 2 KGS IN INDIA; EVEN AS THE COST OF A PACK OF BISCUITS WAS PRICED IN EXCESS OF A DOLLAR IN USA, ONE COULD BUY A CORRESPONDING PACK FOR AS LOW AS C5 IN INDIA.
India is the world’s fastest urbanizing country; the country’s urban component is expected to increase from around 31% today to around 40% (on a larger population base) by 2030.
Annual Report 2016-17 I 17
The trickle-downAt Anmol Industries, we are convinced
that as disposable incomes increase,
India’s consumption of biscuits will
increase. Within this simple assumption
were a number of other assumptions
that provided us with the incentive to
invest ahead of the curve and build for
the long-term.
One, the global per capita consumption
of processed food products was
considerably higher than the Indian
average; we expected this delta to
decline following increased aspirations,
greater respect for food hygiene and
need for enhanced convenience in
India.
Two, we perceived that the preference
for processed food brands would
graduate to companies that could be
completely trusted when it came to
equipment integrity, process discipline
and product consistency; we invested
higher across these disciplines than our
size would have warranted, building
a foundation of customer trust and
business sustainability.
Three, we perceived that as cultural
cross-flows increased and food
consumption preferences homogenised
across continents, countries and
regions, there would be an emergence
of a distinctive global trend; we
developed products and strengthened
our product portfolio with the objective
to strengthen our recall as a consumer-
driven company.
Four, societies and communities
became increasingly obsessed with
the need to enhance food hygiene;
correspondingly, there emerged
a growing emphasis on material
procurement, equipment integrity and
responsible process management with
the objective to achieve a consistently
high product quality.
Five, it was not enough to only produce
a product of high quality or compelling
taste; there emerged the need to
enhance packaging effectiveness so
that the product could be transported
safely to points of sale and once
stocked and could remain fresh and
edible for a longer period. At Anmol, we
invested in contemporary packaging
standards that extended the shelf life of
our products, strengthening the viability
of our trade partners.
The Anmol strategic playAt Anmol, we grew from C646 cr
turnover in 2011-12 to C1,196 cr in 2016-
17. We believe that the time has come to
accelerate faster than the retrospective
growth average following various social-
economic catalysts.
We are aware that what has worked
for us in the past may now need to be
adapted going ahead. In view of this, we
have embarked on sensitive changes in
our strategic response.
At Anmol, our strategic direction is being
influenced by six important changes in
our approach.
For long, Anmol was engaged in
product-driven marketing; the time has
come to create a brand-driven recall.
For long, Anmol was focused on
enlarging its regional presence; the time
has come for the company to widen to
a pan-Indian footprint.
For long, Anmol was only about
biscuits; the time has come for the
company to reinforce it’s biscuits
positioning while extending to a holistic
bakery recall.
For long, Anmol specialised in large
commodity-centric biscuit spaces
(glucose); the time has come for the
company to selectively extend to value-
added biscuit niches.
The global per capita consumption of processed food products was considerably higher than the Indian average; we expected this delta to decline following increased aspirations, greater respect for food hygiene and need for enhanced convenience in India.
11,968Turnover in 2016-17
(C in million)
18 I Anmol Industries Limited
For long, Anmol focused on rural and
semi-urban consumers; the time has
come for the company to extend its
presence across large metro and Tier1
Indian cities.
For long, Anmol was perceived as a
small biscuits company; the time has
come for the company to be seen as
the fourth largest Indian biscuits brand
and possibly the fastest growing.
The Anmol valueThe principal message that I wish to
communicate is that Anmol brings a
distinctive competence to the sectoral
opportunity.
First consider the distinctive Anmol
spirit that has made it one of the
youngest Indian biscuit companies to
reach C1,000 cr in turnover (in only 20
years). In a sector where most new
entrants focused on manufacturing
scale, Anmol selected to focus on
innovation and product differentiation.
In a business where most focused on
capacity accretion, Anmol focused on
technology distinctiveness. In a business
that was promoter-driven, Anmol
emphasised the power of emotional
empowerment. In a space that was
assumed to be manufacturing-centric,
Anmol invested extensively in product
distribution (starting from rural and
semi-urban moving towards urban and
modern trade formats, instead of the
other way around). In a space where it
would have been tempting to extend
from biscuits to other bakery products
early in the existence cycle, Anmol
focused on biscuits, strengthening its
competence.
Now come to the robust fundamentals
that Anmol brings to the space. The
company has attractively low gearing
on its Balance Sheet. The company
owns its production facilities, marked
by large unutilised space that promises
sustainable expansion opportunities
in its existing locations (operating
leverage).
The company has demonstrated a
focused approach in manufacturing
all its products within owned factories,
strengthening value-addition. The
company has invested in modern
manufacturing plants marked by high
production efficiencies that make it
possible to seek competitiveness from
within. The company’s plants have been
commissioned in high consumption
geographies, moderating the time and
cost to reach proximate markets leading
to logistic competitiveness.
In conclusionThe C24,000 cr Indian biscuits market
is expected to grow annually at around
9%.
An Anmol, we intend to outperform
the growth of this market in percentage
terms through the interplay of various
strategies that have been outlined.
As we grow faster than our retrospective
growth average and the broad market,
we expect to increase our share of the
Indian biscuits market and grow even
faster.
The principal message that I intend
to communicate is that Anmol is
attractively placed at an inflection point
in its existence, following which we
expect to grow faster and enhance
value for those associated with our
company.
Biswanath Choudhary
Chairman
Anmol selected to focus on innovation and product differentiation. In a business where most focused on capacity accretion, Anmol focused on technology distinctiveness.
24,000Indian biscuits market is expected to
grow annually at around 9%.
(C in crore)
Annual Report 2016-17 I 19
Operational review by the management team
Q. How did the Company perform during FY2016-17?
The year was a challenging one for
the biscuits sector in India. Demand
remained largely flat during the first
quarter followed by a slow recovery
during the second. However, this
recovery was impacted by the
demonetisation announced by the
Central Government in November 2016,
sucking liquidity out of the national
system and compelling distributors to
reduce their inventory. On the other
hand, key raw materials including
refined flour, sugar, skimmed milk
powder, butter and vegetable oils
reported an average price rise of 10.50%
during the year, which could be partially
passed on to consumers, affecting
profitability.
Our FY2016-17 revenues increased
344.59% from C269 crore in FY2015-16
to C1,197 crore. Our EBIDTA increased
by 10.85% from C98.3 crore in FY2015-
16 to C129.88 crore in FY2016-17 and
profit after tax improved by 6.34% from
C59.14 crore in FY2015-16 to C75.83
crore in FY2016-17.
Our EBIDTA margin stood at 10,85%
during FY2016-17 compared to 36.54%
in FY2015-16 while our net profit margin
stood at 6.33% in FY2016-17 compared
with 21.9% in FY2015-16.
Despite a relatively modest
performance, Anmol was able to
maintain the integrity of the Balance
Sheet. Our long-term debt-equity ratio
stayed under 0.18 while our average
cost of funds remained one of the
lowest in the industry. Our inventory
turnover stood at around 15 days as on
31st March 2017.
20 I Anmol Industries Limited
Q. How are you strengthening the business to grow faster?
Our Odisha unit is operational, which
should help us service the entire Odisha,
a state with immense potential. Besides,
our Odisha presence will help us launch
products extensively in Telangana and
Andhra Pradesh, widening our market
presence on the one hand and helping
us enhance our market share on the
other. We are on the verge of adopting
a hybrid distribution model, which
will make it possible to service urban
markets through direct distributors and
rural markets through super-stockists.
Our marketing initiatives are addressing
closer product customisation. Our state-
of-the-art IT infrastructure will evaluate
demand, generate sales, track dealers
and supplement on-field efficiency.
Our enhanced sales force will cover
a wider spread of Western India by
end-FY18. Our proposed introduction
of product variants in line with evolving
consumer preferences should enhance
market share. Our overhauled brand
identity (following the engagement of
Akshay Kumar) should enhance visibility
in the urban and rural markets.
Q. What are the principal trends in the spaces that Anmol is present in?
What was largely a glucose biscuit-
driven industry is now emerging
as a gourmet preference. Growing
disposable incomes, a new class of
quality-conscious buyers and the
steady rise e-commerce has resulted in
increased offtake of premium products.
Growing rural prosperity is helping the
industry extend beyond its traditional
base.
Anmol is attractively placed to capitalise.
The company commands a significant
share of rural Northern and Eastern
India. Besides, the company is adding
a number of bakery products to its
portfolio (to be manufactured at the
Hajipur unit).
Q. What is the company’s FY2017-18 outlook?
As the demonetisation impact
progressively subsides, we expect
that the strength of the country’s
rural market will return to normal. We
are working closely with distributors
and dealers to see this difficult phase
through. With buoyant monsoons on
the cards, the industry is expected
to rebound in the coming year. GST
implementation aims to create a unified
tax regime by removing systemic
anomalies even as the initial stages
could be disruptive and correct after a
couple of quarters. We expect that
FY18 would be a year of consolidation;
our growth rates could accelerate
FY2017-18 onwards.
Q. How did you minimise the impact of these adverse external realities?
We focused on enhancing operational
efficiencies to moderate costs. We
strengthened our product mix to stay
in step with evolving preferences. We
focused on waste reduction by altering
the dimensions of some products. We
initiated a development programme to
widen our vendor base, negotiate better
and reduce logistic costs.
Q. What were the high points of the company’s FY 17 performance?
Our principal achievement was market
share protection despite increased
competition. Our prominent products
like Dreamlite, Butter Bake and
2 in 1 contributed around
58% of our total sales.
We reported strong business in
Eastern and Northern states.
Annual Report 2016-17 I 21
12-13 13-14 14-15 15-16 16-17
13.4
2
54
.35
57.
22
53.
00
34
.11
This how we have grown over the past five years
12-13 13-14 14-15 15-16 16-17
1,2
98
.87
98
2.9
7
579
.60
33
7.3
9
185.
04
Revenues (C million)
New products and growth in
conventional business lines
helped drive revenue accretion.
EBITDA (C million)
An improved operational efficiency
and advanced equipment
strengthened our EBIDTA.
RoCE (%)
A recalibrated product mix
allowed us to register a visible
improvement in ROCE.
“ Previous year’s performance is not comparable due to the merger of Anmol Biscuits Limited and Anmol Bakers Private Limited with the Company during the year
12-13 13-14 14-15 15-16 16-17
11,9
68
.51
2,6
92
.05
2,4
63.
16
2,1
95.
50
1,19
6.9
6
22 I Anmol Industries Limited
12-13 13-14 14-15 15-16 16-17
0.1
80.2
0
0.0
5
0.3
5
1.5
4
12-13 13-14 14-15 15-16 16-17
758
59
1
44
5
254
95
12-13 13-14 14-15 15-16 16-17
90
8.2
1
738
.39
419
.09
273
.04
194
.6
Debt-equity ratio (x)
An increase in earnings helped
strengthen our gearing and protect
financial integrity.
Net profit (C million)
Strategic cost-cutting helped
strengthen the bottomline.
Cash profit (C million)
The Company reported 100%
cash profit growth in the five
years leading to 2016-17.
Annual Report 2016-17 I 23
5 ways Anmol Industries is creating a distinctive identity for itselfAT ANMOL INDUSTRIES, WE ARE CONSISTENTLY STRENGTHENING OUR MANUFACTURING EXCELLENCE WITH A SINGULAR OBJECTIVE: RETAIN ITS POSITION AMONG THE 5 LEADING BISCUIT MANUFACTURERS IN INDIA.
Our strategy
Creating a distinctive
identity
Manufacturing excellence
Pioneering products
Logistical superiority
Technologicalexpertise
Constant evolution
24 I Anmol Industries Limited
Manufacturing excellence
The Company has consistently invested in proprietary manufacture over outsourcing. The result is that more than 95% of the Company’s revenues are derived from products manufactured within. The Company focuses on greenfield manufacture over acquisition, making it possible to service
key markets at modest logistic costs on the one hand and service dealers at quicker intervals, reducing working capital requirements.
Anmol has consistently believed in entering new markets, seeding them with products, enhancing market
presence / share and only then investing in a new manufacturing facility (resulting in quicker and higher capacity utilisation). For instance, the Company’s new Bhubaneswar unit helped strengthen presence in Odisha, Andhra Pradesh and Telangana.
1
Pioneering products
The Indian biscuits sector is marked by an increasing number of me-too products marked by product dumping, increased volumes and break-even focus. Even as Anmol offers popular products as well, it has invested extensively in an innovation mindset with the objective to accelerate the
launch of differentiated products.
For instance, Anmol introduced Dreamlite crackers, which were lighter and tasted better than competing alternatives. The result: the product now accounts for a >25% share of revenues. The Company introduced biscuits in line with local palates
(including biscuits infused with jeera and vegetable powders). When biscuit relevance was considered largely urban, Anmol chose to be contrarian in targeting Tier-II and III markets with pocket-friendly prices (more than 80% of the Company’s revenues derived from these markets today).
2
Logistical superiority
Anmol commenced operations from a small unit in Kolkata, progressively widening and deepening its distribution across rural and suburban Eastern and
Northern India. Presently, Anmol’s logistical network comprises ~2,500 distributors servicing more than 18 lakh outlets in the areas of our presence.
Across the foreseeable future, the Company’s micromarketing strategy will facilitate a wider and deeper geographic coverage.
3
Technological expertise
The Company was among the first in Eastern India to invest in automated raw material handling equipment and continuous batch mixers. The Company was also among the first in the industry to invest in 60-inch ovens (compared to the prevailing 33-inch standard) to enhance productivity, which increased
throughput and reduced labour outlay. The Company’s seven manufacturing units in Eastern and Northern India have been automated, minimising manual intervention and enhancing hygiene. In addition to the ISO 22000:2005 certification, the company’s facilities are compliant with GMP and GHP norms.
4
Constant evolution
Anmol Industries is a young company and also the fastest-growing. Two decades ago, the brand offered two biscuit variants. However, a relentless focus on emerging as a first-mover allowed the Company to carve a niche for itself. The merger of Anmol Bakers and Anmol Biscuits helped form Anmol Industries Limited, resulting in a 360-degree transformation in brand identity, logos and packaging. The Company’s continuous R&D priority helped create new segments. The Company identified new price product
price points, offering a compelling consumer value proposition (for instance, the Company was among the first to introduce butter cookies in C5 packs, creating a new price segment and incremental demand) resulting in other players following suit.
Presently, Anmol manufactures 30+ variants of biscuits, cakes and cookies under Anmol brand and around 25 under the Mukkund brand from seven manufacturing units, emerging among India’s four leading biscuit brands with revenues exceeding C1,200 crore.
5The Company was among the first in Eastern India to invest in automated raw material handling equipment and continuous batch mixers.
Annual Report 2016-17 I 25
The story of how Anmol Industries has transformed and strengthened over the years
The company widened its
presence across Northern and
Southern India as well
It grew distributor reach
from 2,000 dealers in 2012-13 to more than 2500 distributors and 18 lakh+ retail outlets
The company was focused on Eastern and Northen India
It deepened distribution across
urban and rural east and northern India and forayed into
the Southern India market
It widened its manufacturing footprint (seven
units in four States) for market
proximity
The company commenced
operations with a small unit in
Kolkata
It was quick to spot emerging
trends and introduce
differentiated products
The Company has emerged
among the four leading biscuits brands of India across multiple
SKUs
It manufactures over 30 variants of biscuits,
cakes and cookies under Anmol brand
and around 25 in Mukkund brand across
multiple SKUs
The brand started with two variants of biscuits two decades ago
It created new price-points
to service consumers of various
backgrounds
It localised products to
suit consumer tastes, creating new product
segments
The Company focused on
innovative tastes and preferences
through proactive research and development
26 I Anmol Industries Limited
The Company nursed a peak debt that was significantly lower than the sectoral average
The Company invested
surpluses in debt repayment
It manufactured value-added biscuit variants to enhance
cash flows
The long-term debt equity ratio
stood at 0.18 as on 31st March
2017)
It strengthened cash-and-carry
terms of trade to reduce working capital intensity
It moderated manufacturing
costs
The Company invested in
automation to enhance quality and
productivity
Technology investments were
made across material handling to batch
mixing to packaging
The Company was a trend-setter
in technology adoption
The manufacturing process is quality-controlled based
around pre-defined SOPs
More than 70% of the Company’s operations are
automated, translating into
efficiencies
The Company invested in ISO 22000:2005
certifications; quality standards (Good
Manufacturing Practices and Good Health
Practices) attracted investments
The company was largely (90%) driven by manual processes
Annual Report 2016-17 I 27
REVENUE
D1,200 crore in 2016-17
D2,000 crore by 2021-22
PRODUCT BASKET
80by 2021-22
55variants in 2016-17
PRODUCT CATEGORY
Regularbiscuits and cakes
Premiumbiscuits and cookies with other products by 2020
GEOGRAPHICAL PRESENCE
Pan India
by 2022
Northern and eastern India
MARKETING AND BRANDING
Primarily
BTLdriven
Enhanced
ATLactivity driven by a
brand ambassador
Where we are today Where we want to be
28 I Anmol Industries Limited
Performance ambition
Performance measure
ANMOL INTENDS TO GROW PROFITABLY AND SUSTAINABLY ACROSS THE FORESEEABLE FUTURE
GOAL
2,000(C in core)
organisation by
2022STRATEGIC DIRECTION
Quality recruitment;
high employee engagement
Technology up-gradation
High automation
Stakeholder motivation
Product innovation
Wider retail network Credibility
and trust
PROBABLE CONTRIBUTORS
Continuous investment in technology
Pocket-friendly pricing
Optimum manufacturing
presence
Sectoral optimism Consistent
quality
Wide and innovative
product range
Growing share of premium
products
Efficient logistics
Increased our sales by 344.59% to C11,968.51
million in 2016-17
Increased product
basket from 6 in 2015-16 to 55 2016-17
EBIDTA margin stood at
10.30% in 2016-17 ROBUST
GROWTH
Annual Report 2016-17 I 29
India’s biscuits industry represents a multi-decade opportunity
3.9(US$ billion)
Size of Indian biscuit market
in 2016
1.27(kilograms)
Per capita cookies and crackers consumption
in India in 2014
6.91(kilograms)
Per capita cookies and crackers consumption
in the US in 2014
1,702(US$)
India’s per capita income in 2016-17
4,135(US$)
Expected per capita income of India
by 2027
4.2(%)
Annual growth rate of India’s population
in 2016
84(million)
Annual growth rate of the global
population in 2016
7.25(US$ billion)
Expected size of biscuit market
by 2022
5,000(C core)
Market size of premium biscuits segment in India
2.5(million)
Number of households with disposable incomes worth
US$10,000 in 1990
50(million)
Number of households with disposable incomes worth
US$10,000 in 2015
4(US$ trillion)
Expected consumption expenditure of India
by 2025
100(US$ billion)
Expected size of rural Indian FMCG market by 2025
2(kilograms)
Per capita biscuit consumption in
India
10(kilograms)
Per capita biscuit consumption in
the US
30 I Anmol Industries Limited
Anmol is one of the India’s most competitive biscuit manufacturing companies.
Strengths at the corporate level
Knowledge: Although, Anmol is a
young organisation, the Company
has aggregated a rich repository of
knowledge (manufacturing, marketing,
branding and financing). In just two
decades, the Company has emerged
among the major biscuit manufacturers
in India by market share.
Personnel: The Company’s
management team comprises qualified
and experienced professionals with
a keen identification of opportunities
and business de-risking that enhances
growth with resilience
Scale: The Company’s seven plants
across India possessed an average
production capacity of 100 million
biscuits per day (as on 31st March
2017). The Company’s integrated
business model comprises proprietary
manufacture resulting in an attractive
capture of the value chain.
Strengths at the market level
Differentiation: Anmol caters to
diverse localized taste preferences
by offering a range of biscuits. The
Company’s foray into the cake and
cookie segments should de-risk it
from an overt dependence on a single
business segment.
Branding: In 2016-17, Anmol Industries
was created following a merger of two
strong business units (Anmol Bakers
(P) Ltd., which operated in North
India, and Anmol Biscuits Ltd., which
marketed the brand in Eastern India),
reinforcing its position as one of the
leading packaged food brands in
India. The company implemented a
360-degree transformation change
in brand identity, logos and product
packaging. The appointment of Akshay
Kumar as brand ambassador is expected
to enhance national visibility.
Packaging: The Company automated
the packaging function to enhance
packing speed and hygiene. The
new packaging designs reflect the
Company’s reinvented personality.
Strengths at the operational level
Location: The Company’s seven
manufacturing facilities (Dankuni,
Chanditala, Bhubaneswar, Hajipur,
Greater Noida, Ghaziabad and
Sambalpur) has helped service key
markets without incurring large logistic
costs on the one hand and servicing
dealers with periodic frequency.
R&D: The Company has emphasized
product innovation (creating new
categories like Dream Lite, Veg Munch
and Bakers Bix).
Quality: The Company is ISO
22000:2005-certified; all its facilities
comply with stringent GMP, GHP and
HACCP norms.
Strengths at the strategic level
De-risking: The Company’s products
are marketed across categories,
mitigating client concentration risks.
Anmol’s new price points offer a
superior value proposition.
Procurement: The Company
possesses a strong supply chain for
accessing raw materials (wheat flour,
vegetable oils, sugar, skimmed milk
powder and butter). Timely cash
payments have helped the Company
establish long-term supplier relationships.
Distribution: The Company leveraged
modern trade channels (supermarkets
and hypermarkets) and general trade
channels (smaller retail stores). Some
~2,500 distributors ensure that Anmol’s
products are available in >18 lac outlets
across Northern and Eastern India.
Annual Report 2016-17 I 31
Management discussion and analysis
Global economic overview
Buoyant financial markets, combined
with a long-awaited cyclical
recovery in manufacturing and
trade, indicate an increase in world
growth projection from 3.2% in 2016
to 3.5% in 2017 and 3.6% in 2018.
The recovery of industrial activity
coincided with a bounce-back after
two years of marked weakness.
The previous financial year was
significant due to changes such
as the UK’s Brexit referendum, the
US Presidential election, China’s
economic slowdown, among others.
Structural problems including low
productivity and income inequality
pose a threat to the economic order
in emerging markets and developing
economies. These economies
now account for >75% of global
growth in output and consumption,
almost double their share in the
last two decades. The significant
income gaps in these economies
vis-à-vis advanced economies
suggest significant headroom for
growth. Terms of trade, external
demand, and, in particular, external
financial conditions are influential
determinants of growth over the
medium-term.
Outlook Reduced deflationary pressures,
steadying commodity prices and
optimistic financial markets will
contribute towards a surge in
the global economy, opening
up lucrative avenues of growth.
Emerging markets are forecasted to
ride this incipient growth following
declining interest rate and firming
commodity prices.
(Source: IMF)
Over the last 30 years, India’s growth performance was robust, backed by policy reforms that made India open to goods and capital flows.
32 I Anmol Industries Limited
Indian economic overview
India’s economic growth has been
pegged at 7.1% for the fiscal (FY 2017),
down from 7.6% recorded in the
financial year (FY 2016) as per CSO.
Although demonetisation impacted
the national growth rate by 100 bps,
this move is expected to translate into
long-term benefits. Over the last 30
years, India’s growth performance
was robust, backed by policy reforms
that made India open to goods and
capital flows. The challenges that
India faces include ambivalence about
property rights and the private sector,
deficiencies in state capacity, especially
in delivering essential services, and
inefficient redistribution of capital.
The growth rate of India’s industrial
sector was estimated to moderate to
5.2% in FY 2017, down from 7.4% in
FY 2016. The country’s IIP registered
a modest growth of 0.4% during the
April-November period of 2016-17.
With Rajasthan, Madhya Pradesh and
Maharashtra receiving 20% more rain
than the usual, the agriculture sector is
expected to grow at an above-average
4% on a weak base caused by two
consecutive poor monsoons. This is
expected to revive weak rural demand
and, by extension, national GDP
growth. The Union Budget 2017-18 set
aside C48,700 crore for the MNREGA
scheme as against C38,500 crore in
the previous year. By merging a large
number of Central and State taxes,
the GST will significantly ease taxation
woes. Introduction of GST will also
make Indian products competitive in
the domestic and international markets.
Last but not least, the GST, because of
its transparent character, will be easier
to administer. Once implemented, the
proposed taxation system holds great
promise in terms of sustaining growth
for the Indian economy.
(Source: Crisil, HT)
Outlook The implementation of a unified
taxation regime could level the playing
field for organised and unorganised
players and ease the movement of
goods and services across the country.
As a result, GST will boost the country’s
growth by 1.5-2%. Abundant monsoons
and a reduction in commodity prices
will serve the economy in good
stead in this regard. A decrease in
vulnerability on the external and fiscal
front and fiscal consolidation by
the government enhanced investor
confidence that translated into record
net foreign exchange inflows.
(Source: Oliver Wyman, IMF, World
Bank, RBI, IBEF)
Annual Report 2016-17 I 33
Indian FMCG market
India’s FMCG industry has grown at a
rate of 11% over the past decade. Higher
per capita incomes, better access
to information, greater awareness,
accelerated rural development,
advanced R&D and innovative product
mixes empowered the sector to
emerge as the fourth-largest sector
in the economy. Disposable incomes
increased by 12% in 2016 from 2015 and
expected to grow at a CAGR of 20.6%
till 2020, fostering aspirational purchases
and changing spending patterns. The
per capita FMCG consumption in India
stood at US$29 buoyed by a steadily
growing consumer sector (5.7% per
annum between FY2005 and FY2015).
Better access to products, growing
digitisation, increased preference for
e-commerce portals and changing
lifestyles escalated consumer spending.
Consumer spending is likely to
increase from C17,783.53 billion in
FY16 Q4 to C21,000.00 billion in 2020,
with food, household, transport and
communication accounting for sizeable
shares. Consequently, India’s share of
global consumption is expected to
double to 5.8% by 2020. (Source: AC
Nielsen, IBEF)
GST impact on the FMCG sectorThe FMCG sector will benefit from the GST by saving expenses on logistics. Distribution costs for the FMCG sector
currently amount to 2-7% of the total cost, but are expected to drop to 1.5% after implementation of the GST.
Following the removal of the CSTs, there will be a cost reduction in terms of transportation and storage of goods.
The reduction in taxes and distribution costs should enable companies to lower prices. The implementation of a
uniform GST of 18% across all biscuit segments is likely to pose greater challenges for local unorganised players who
target only rural markets. (Source: Avalara, 6wresearch)
The per capita FMCG consumption in India stood at US$29 buoyed by a steadily growing consumer sector (5.7% per annum between FY2005 and FY2015)
34 I Anmol Industries Limited
Indian biscuits market
The Indian biscuits market has grown
at a CAGR of 15.24% between 2011
and 2015 and is forecast to grow at a
CAGR of >6% till 2021. The plain biscuits
segment accounted for the bulk of the
market share in 2016, however, cookies
and sandwich biscuits are expected to
exhibit high growth rates over the near-
term. The centre-filled biscuits segment
is majorly dominated by urbanised
players. Although, non-premium biscuits
accounted for the majority of the
revenues in 2016, premium biscuits are
gaining acceptance steadily in Tier-I and
II cities. Additionally, gifting of high-end
cookies is a trend that is popularising
in metros owing to their longer
shelf-lives compared to chocolates
and sweets. Additionally, among all
distribution channels in Tier-I cities,
supermarket and hypermarkets held
sway. However, grocery stores bagged
highest revenue share across India due
to their conspicuous presence in both
urban and rural areas. With increasing
purchasing powers, consumers have
shown a greater inclination for tastier,
premium products. The market is
rapidly evolving in line with changing
consumer preferences and players are
coming up with innovative products
and promotional strategies to make
the most of incipient opportunities.
Although, biscuits consumption tends
to be a primarily urban phenomenon,
with improving warehousing and storage
facilities in rural areas, the market is
registering palpable growth. Additionally,
a growing health-consciousness in the
country is spurring the offtake of low-
calorie, low-sugar and multigrain biscuits
in Tier-I cities. (Source: 6wresearch)
Demographic dividend: India’s lower-
than-average median age (26.7 years vis-
à-vis 37.2 years in the US, 45.8 years in
Japan and 36.3 years in China) implies a
higher number of working professionals
and their vast spending potential.
Rapid urbanisation: The transition
from rural to urban areas has led to
an increase in the demand for goods
(owing to higher income and ever-
expanding needs). Organised retailers
are hence ensuring the availability of
Demand drivers
The Indian biscuits market has grown at a CAGR of 15.24% between 2011 and 2015 and is forecast to grow at a CAGR of >6% till 2021.
Annual Report 2016-17 I 35
varied products at various price ranges to
match the needs of the ‘common man’.
Rising incomes: Per capita personal
disposable income in India have surged
from C73,476 in FY2011-12 to C119,
296 in FY2016-17 at a CAGR of 10.2%.
According to the Boston Consulting
Group, consumer expenditure in
emerging cities is rising at ~14% thanks
to rising affluence and changing
lifestyles.
e-commerce: By 2020, the Indian
e-commerce market could be worth
$120 million. Amazon, Flipkart and
Snapdeal are providing the ideal
platform for FMCG companies to raise
awareness, boost sales and revenues.
Modern trade formats: Brick-and-
mortar stores had been the foundation
on which most Indian FMCG
companies started their businesses. The
emergence of modern trade formats
(online and offline) have enhanced
ease-of-access, ensured round-the-
clock availability and guaranteed timely
delivery. The size of the modern retail
industry in India is expected to double
to C1.72 lac crore by 2019 from C87,100
crore at present across the six leading
markets of the country.
Rural demand: Although the Indian
biscuits market is largely driven by
demand originating from the urban
population, with improving purchasing
powers in rural geographies, sectoral
players are making renewed efforts
to reach the untapped rural market.
These include offering pocket-friendly
products (starting from as low as
US$0.17) and improving distribution
efficiencies.
Rising health consciousness:
Introduction of healthy, sugar-free,
digestive and multigrain biscuits is
catalysing market growth.
Growing premiumisation: Despite
consumers cutting back on most
discretionary segments, premium
biscuits are growing at a faster pace,
although on a small base.
The size of the modern retail industry in India is expected to double to D1.72 lac crore by 2019 from D87,100 crore at present across the six leading markets of the country.
36 I Anmol Industries Limited
Financial overview
Sales and other income
Revenues during the year stood at
C1,197 crore, increasing by 344.59%
from C269 crore in FY2015-16
primarily driven by a surge in
demand.
Interest and finance costs
Net interest and finance costs
increased by 214% during the year
due to increased in total borrowings.
Profit before tax
The Company registered a profit
before tax of C105 crore compared
to C90 crore in the previous year.
Profit after tax
The Company registered a profit
after tax of C76 crore compared to
C59 crore in the previous year.
9.21EBIDTA-turnover ratio in 2016-17
0.18Debt-equity ratio
in 2016-17
18.3Return on equity
(%) in 2016-17
10Book value per
share (C) in 2016-17
61.36Earnings per
share (C) in 2016-17
2.74EBIDTA-turnover ratio in 2015-16
0.20Debt-equity ratio
in 2015-16
51.45Return on equity
(%) in 2015-16
10Book value per
share (C) in 2015-16
126.91Earnings per
share (C) in 2015-16
Key ratios
Internal control systems and their adequacy
The internal control framework
is designed to ensure proper
safeguarding of assets, maintaining
proper accounting records
and providing reliable financial
information and other data.
This system is supplemented
by internal audit, reviews by the
management and documented
policies, guidelines and procedures.
The Company has a well-defined
organisational structure, authority
levels, internal rules and guidelines
for conducting the business
transactions. The Company intends
to undertake further measures as
necessary in line with its intent to
adhere to procedures, guidelines
and regulations as applicable in a
transparent manner. The internal
audit committee evaluates the
functioning and quality of internal
controls and provides assurance
of its adequacy and effectiveness
through periodic reporting.
Internal audit is carried out as
per risk based internal audit plan
which is reviewed by the audit
committee of the Company. The
committee periodically reviews the
findings and suggestions for the
improvement and is apprised on the
implementation status in respect of
the actionable items.
Disclaimer
Statements in the management
discussion and analysis section
describing the Company’s objectives,
projections, estimates, expectations or
predictions may be forward-looking
statements within the meaning
of applicable securities laws and
regulations. Actual results could differ
materially from those either expressed
or implied. Important factors that could
make a difference to the Company’s
operation include demand-supply
dynamics, variation in prices of raw
materials, changes in governmental
regulations, taxation regimes,
macroeconomic developments and
other incidental factors.
Annual Report 2016-17 I 37
Risk management
Economic risk
1 Mitigation strategy: The Company’s products are marketed
across categories, mitigating client concentration risks.
Anmol identifies new price points to offer a compelling value
proposition for its consumers. Moreover, a significant portion of
the Company’s revenues are derived from Tier-II and III centres
and rural markets.
A sectoral slowdown could
impact the Company.
Strategic risk
2 Mitigation strategy: The Company’s seven manufacturing
facilities are strategically located at Dankuni, Chanditala,
Bhubaneswar, Hajipur, Greater Noida, Ghaziabad and
Sambalpur. This has helped it to serve the key markets without
incurring major logistic costs. Besides, it also helps the
Company to roll out fresh stocks promptly to dealers.
Manufacturing inefficiencies might result in
a loss of market share.
38 I Anmol Industries Limited
Awareness risk
3 Mitigation strategy: The Company has brought about a
360-degree change in brand identity, replete with new logos
and product packaging. Moreover, the decision to rope in
Akshay Kumar as brand ambassador is expected to brighten
prospects.
An inability to ensure top-of-the-mind recall
might prove detrimental.
R&D risk
4 Mitigation strategy: Anmol caters to diverse taste buds
by offering a wide range of biscuits that cater to localised
preferences. The Company’s recent foray into cakes and
cookies should de-risk it from an overt dependence on a single
business segment.
Qualitative inconsistencies might lead to a decline in
demand.
Procurement risk
5Mitigation strategy: The Company has forged strong
relationship with its raw material suppliers. The result: despite
increase in raw material prices, Anmol’s EBITDA margin stood
at 10.85% in 2016-17.
Rising raw material costs might
threaten margins and profitability.
Finance risk
6 Mitigation strategy: Anmol’s cash profit improved from C65.5
crore in FY 2016 to C90.31 crore in FY 2017.
The Company may not be able
to amass the resources needed
to finance its growth.
Quality risk
7 Mitigation strategy: Anmol has undertaken several decisive
measures to improve its manufacturing and packaging expertise
at its facilities. Extensive automation across Anmol’s seven plants
has reduced instances of manual error.
Deviation from quality standards
might affect the Company’s
reputation.
Annual Report 2016-17 I 39
40
NOTICE IS HEREBY GIVEN THAT THE 8th ANNUAL
GENERAL MEETING OF ANMOL INDUSTRIES LIMITED
will be held at its office at 229, A.J.C. Bose Road, Crescent
Tower, 3rd Floor, Kolkata -700020, West Bengal, on Monday,
the 25th day of September, 2017 at 11:00 a.m. to transact
the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Financial
Statements of the Company for the financial year ended
March 31, 2017 and the Statement of Profit and Loss
for the year ended on that date and the Reports of the
Board of Directors and Auditors thereon.
2. To declare a Final Dividend of Re. 2.50 /- per equity
share for the Financial Year ended 31.03.2017.
To consider and if thought fit, to pass the following
resolution with or without modification as an Ordinary
Resolution:
“RESOLVED THAT dividend @ Rs. 2.50/- per share on
Equity Shares be and is hereby declared for the payment
to those holders of Equity Shares whose name appears
as on record date, that is 12.09. 2017.
FURTHER RESOLVED THAT Mr. Bimal Kumar Choudhary,
Managing Director and Mr. Biswanath Choudhary, Whole
Time Director, be and are hereby severally authorized to
do such acts, deeds and things as may be considered
necessary to give effect to the above resolution”.
3. To appoint a Director in place of Shri Bimal Kumar
Choudhary (DIN-00331194) who retires by rotation and
being eligible offers himself for re-appointment.
To consider and, if thought fit, to pass, with or without
modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Section
152 of the Companies Act, 2013, Shri Bimal Kumar
Choudhary (DIN-00331194), who retires by rotation
at this meeting and being eligible has offered himself
for re-appointment, be and is hereby re-appointed as a
Director of the Company, liable to retire by rotation.”
4. To appoint a Director in place of Shri Gobind Ram
Choudhary (DIN-01104704) who retires by rotation and
being eligible offers himself for re-appointment.
To consider and, if thought fit, to pass, with or without
modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Section
152 of the Companies Act, 2013, Shri Gobind Ram
Choudhary (DIN-01104704), who retires by rotation
at this meeting and being eligible has offered himself
for re-appointment, be and is hereby re-appointed as a
Director of the Company, liable to retire by rotation.”
5. APPOINTMENT AND FIXATION OF REMUNERATION
OF STATUTORY AUDITORS FOR A TERM OF 5 YEARS:
To consider and, if thought fit, to pass, with or without
modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of
Section 139 and other applicable provisions, if any, of
the Companies Act, 2013 and the Companies (Audit
and Auditors) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof, for the time
being in force), Lodha & Co., Chartered Accountants,
(Registration No. 301051E) be and is hereby appointed
as the Statutory Auditor of the Company for a term
of 5 years, to hold office from the conclusion of this
Annual General Meeting until the conclusion of the
5th Consecutive Annual General Meeting at such
remuneration plus GST as applicable and reimbursement
of out-of pocket expenses in connection with the audit
as the Board of Directors may fix in this behalf.”
By Order of the Board
For Anmol Industries Limited
Date : 12.09.2017
Address : 229, A.J.C Bose Road, Brundaban Behera
Crescent Tower, 3rd Floor, Company Secretary
Kolkata - 700020 Membership No. A22294
NOTICE
41
Anmol Industries Limited Annual Report 2016-17
1. A member entitled to attend and vote is entitled to
appoint a proxy, or, where that is allowed, one or more
proxies, to attend and vote instead of himself, and that
a proxy need not be a member.
2. Proxies, to be effective, must be received by the
Company not less than 48 hours before the meeting.
3. Pursuant to provisions of Section 105 of the Companies
Act, 2013, read with the applicable rules thereon,
a person can act as a proxy on behalf of members
not exceeding fifty and holding in the aggregate not
more than ten percent of the total share capital of the
Company carrying voting rights, may appoint a single
person as proxy, who shall not act as a proxy for any
other member.
4. Corporate members intending to send their authorized
representatives to attend the meeting are requested
to send to the Company a certified copy of the Board
resolution authorizing their representative to attend and
vote on their behalf at the meeting.
5. Only bonafide members of the Company whose names
appear on the Register of Members/Proxy holders, in
possession of valid attendance slips duly filled and signed
will be permitted to attend the meeting. The Company
reserves its right to take all steps as may be deemed
necessary to restrict non-members from attending the
meeting.
6. Members are requested to bring their copies of Annual
Report to the Meeting. In order to enable us to register
your attendance at the venue of the Annual General
Meeting, members are requested to please bring their
folio number/ demat account number/DP ID-Client ID
to enable us to provide a duly filled attendance slip for
your signature and participation at the meeting.
7. In case of joint holders attending the meeting, only such
joint holder who is higher in the order of names will be
entitled to vote.
8. Members holding shares in electronic form are requested
to furnish the new Bank Account Number allotted to
them by their bank, (after implementation of CBS),
along with photocopy of a cheque pertaining to the
concerned account, to their Depository Participant (DP).
Please send these details to the Company/Registrars, if
the shares are held in physical form, immediately.
9. Pursuant to Section 101 and Section 136 of the
Companies Act, 2013 read with relevant Companies
(Management and Administration Rules), 2014,
companies can serve Annual Reports and other
communications through electronic mode to those
members who have registered their e-mail address
either with the Company or with the Depository.
Members who have not registered their e-mail address
with the Company are requested to submit their request
with their valid e-mail address to M/s Link Intime India
(P) Limited. Members holding shares in demat form are
requested to register/update their e-mail address with
their Depository Participant(s) directly. Members of the
Company, who have registered their email-address,
are entitled to receive such communication in physical
form upon request.
10. A statement pursuant to Section 102(1) of the
Companies Act, 2013 relating to the Special Business to
be transacted at the Meeting is attached herewith.
11. All documents referred to in the accompanying
Notice and the Explanatory Statement shall be open
for inspection at the registered office of the Company
during business hours except on holidays, up to and
including the date of the Annual General Meeting of the
Company.
12. Details of Directors seeking appointment/re-
appointment at the Annual General Meeting of the
Company to be held on 25.09.2017 and are provided in
the Ordinary Business of this Notice.
NOTES:
42
Your Directors have pleasure in presenting the 8th Annual Report together with the Audited Financial
Statements of your Company for the financial year ended 31st March, 2017. During the year, your
Company focused on product innovation, brand building and distribution to grow faster than the
market.
FINANCIAL RESULTSYour Company has consistently followed an integral model of operation right from the procurement,
processing, manufacturing, packaging, branding and distribution. With the help of strong distribution
network, Company serves a wide range of quality products to its consumers. Your Company keeps
launching several products under ‘ANMOL’ brand to consolidate its position in the market. ‘ANMOL’ is
one of the fastest emerging brand in FMCG sector in India.
The summary of the financial results for the F.Y. 2016-17 with the comparison 2015-2016 of your
Company is produced as under: (C In Lacs)
Particulars F. Y. 2016-2017 F. Y. 2015-2016
Revenue from Operations 122,729.39 29,241.69
Total Income from Continuing Business 123,098.15 29,322.25
Profit before Depreciation, Interest & Tax 13,953.14 9,762.44
Less: Depreciation and Amortization expenses 2097.18 622.08
Less: Finance Cost 814.32 259.30
Profit before exceptional items & tax 11,041.64 8,881.06
Less: Exceptional Items 2,041.88 -
Profit Before Tax from continuing operation 8,999.75 8,881.06
Profit from discontinuing operations 1,353.79 147.93
Profit Before Tax 10,353.54 9028.99
Less: Provisions for Tax on Income from Continuing Business 2,601.67 3,197.95
Less: Provision for Tax on Income from discontinuing Business 229.44 (83.31)
Profit for the Year 7,522.43 5914.35
DIRECTORS’ REPORT
Dear Shareholders,
43
Anmol Industries Limited Annual Report 2016-17
FINANCIAL & PERFORMANCE REVIEWDuring the financial year 2016-17, revenue from operations
increased to Rs. 122,729.39 lakhs as against Rs. 29,241.69
lakhs in the previous year. The growth was mainly for
the merger of the other two group companies with your
Company. However, the consolidated Revenue from
operation for the Year 2015-16 was Rs 118,594.31 Lakhs,
resulting a growth of 3.49%. Your Company is confident that
with immense support that it is receiving from everyone
across the Board and from all its consumers, the sales will
bounce back and the coming year should see it climbing
back to consolidate its leadership in the category.
The profitability of your Company as standalone level
has been increased by Rs 1,608.08 Lakhs. However,
the consolidated profitability has been gone down in
comparison to the last year, due to sharp increase of the
Raw material prices.
SIGNIFICANT ACTIVITIES DURING THE YEARI. Merger & Demerger:
During the period under review, two of its group
companies - Anmol Biscuits Limited (the holding
Company of your Company) and Anmol Bakers Private
Limited had been merged with your Company and its
Corporate Management and Treasury Division (CMT
Division), has been demerged to Anant Udyog Private
Limited, the Resulting Company. The Scheme was
approved by the Hon’able NCLT, Kolkata Bench, dated
03.03.2017 and the effective date of the merger and
demerger was 22.03.2017.
The Rationale pertaining to this restructuring of
Company was expanding and increasing its presence
in the business thereby streamlining of management
focus and pruning the operational and administration
cost. It is expected that such consolidation of common
business and creation of business verticals will provide
operational synergies, which in turn will eliminate
inefficiencies and streamline corporate structures and
cash flows.
The separation of the Corporate management &
Treasury division (‘CMT Division’) from Core Business
i.e. ‘Bakery Division’ and independent management
of each of the business will ensure required depth
and focus on each of the businesses and adoption
of strategies necessary for growth of the respective
businesses and would assist in induction of joint
venture partner/ strategic investor/ financial investor in
both Transferee Company and Resulting Company for
its respective business activities. The objective behind
this scheme was to rationalize and optimize the group
legal entity structure to ensure greater alignment of the
businesses by reducing the number of legal entities and
also statutory compliances. As the Company’s Policy
is Customer oriented and Customer satisfaction is the
primary objective.
As per the said Scheme, the total assets and liabilities of
the Transferor Companies i.e. Anmol Biscuits Ltd. and
Anmol Bakers Pvt. Ltd. transferred to your Company
w.e.f. the appointed dates and your Company thus
recognizes the said transactions through “Purchase
Method” of the respective Accounting Standards.
44
II. CHANGE IN STATUS OF THE COMPANY
The status of your Company has been converted from
Anmol Industries Private Limited to Anmol Industries
Limited with effect from 30.03.2017. The said change
was made after taking into consideration the overall
growth in business and potential avenues for expansion
of business and for accomplishing these goals, the
Company might be required to tap public funds for
meeting its long term financial needs by way of issue of
securities and doing the business at a large scale.
III. REGISTERED OFFICE OF THE COMPANY:
The registered office of the Company has been shifted
from Crescent Tower, 9th Floor, 229, A.J.C. Bose Road
Kolkata-700020 to Unit-3A, 3B, 3C & 3D, 3rd Floor,
Crescent Tower, 229, A.J.C. Bose Road, Kolkata 700020
w.e.f. 30.03.2017.
DIVIDENDThe Board in its meeting held on 12.09.2017 has
recommended a final dividend of Rs. 5.00/- for the financial
year ended on 31.03.2017. The proposal is subject to
the approval of the shareholders in the ensuing Annual
General Meeting During the year under review, the Board
of Directors of the Company did not recommended any
interim dividend for the year ending 31st March, 2017.
TRANSFER TO RESERVEThe Company has transferred Rs 1,000.00 lakhs to the
General Reserve out of amount available for appropriations.
BAKERY INDUSTRY – a brief outline1. Introduction
Baked goods in India continued to grow steadily
in 2014. The future prospects in India for the Bakery
industry which comprises of biscuits the baked
goods is expected to grow by a value CAGR of 2% at
constant 2014 prices during the forecast period. This
will be driven by the growing consumption of healthier
versions of baked goods, which includes brown bread,
multigrain bread, no cream pastries and cakes. Indian
market has huge potentials for bakery products.
2. Biscuit Trends during the year:
2.1. All over the Country
Biscuits continued to be one the fastest moving
packaged food categories from retail channels. It
was the most common snack along with tea and
coffee in India, with sweet biscuits being particular
popular. Sweet biscuits was at a mature stage in the
product’s lifecycle, and is well accepted amongst
consumers, easily available, affordable by everyone
and a good snack. With the advanced aspiration
for increased socialisation, Indian consumers are
forcing the demand for more hang-out options.
The Indian bakery industry is not really geared up
to face the daunting task that lies ahead, which is
of striking a balance. Moving ahead, the sector is
expected to see more international brands entering
the Indian market.
2.2. Industry scenario in International Market:
The Indian bakery sector consists of some of the
large food categories like breads, biscuits, cakes
etc. The branded packaged segment in this sector
had a size of Rs. 17,000 crore in last financial year
and is expected to grow at phenomenal rate of 13-
15 per cent in the next 3-4 years.
Source-http://www.foodprocessingbazaar.com/
index.php?option=com_content&view=article
&id=99:bakery-industry-present-and-future-
prospects&catid=19&Itemid=161
Biscuits will continue to grow strongly over the
forecast period. Consumers will shift to healthier
versions for regular consumption; however, since
it is not a proper meal, and generally consumed
along with tea or coffee, the sale of biscuits
whether healthier versions or not will continue
to remain steady and unaffected by the growing
health and wellness trend.
45
Anmol Industries Limited Annual Report 2016-17
India is one of the world’s largest cookies and
biscuits consuming nation of the world owning to
few best and consumer oriented brands found here.
2.3. Biscuit Industry Analysis:
Biscuit industry in India in the organized sector
produces around 60% of the total production, the
balance 40% being contributed by the unorganized
bakeries. The industry consists of two large scale
manufacturers, around 50 medium scale brands
and small scale units ranging up to 2500 units in
the country. The unorganized sector is estimated
to have approximately 30,000 small & tiny
bakeries across the country. The biscuit category
is expected to continue its growth trajectory of 15
per cent going ahead. Growth in bread would be
relatively slower.
Source:http://www.fnbnews.com/Top-News/
indian-market-has-huge-potential-for-bakery-
products-38710
Bakery Segment Analysis:
The bakery industry in India today has an important
place in the industrial map of the country. If the
reports are to be believed upon, the bakery industry
has achieved third position in generating revenue
among the processed food sector. It also mentions
that the shining star of the sector remains the
biscuits industry, which is expected to outperform
the growth of the sector overall. However, there
has been an uptick in demand, including trends
such as cupcake stores and gluten-free baked
goods.
Source-http://www.foodprocessingbazaar.com/
index.php?option=com_content&view=article
&id=99:bakery-industry-present-and-future-
prospects&catid=19&Itemid=161
Bakery products, due to high nutrient value and
affordability, are an item of huge consumption.
Due to the rapid population rise, the rising foreign
influence, the emergence of a female working
population and the fluctuating eating habits of
people, they have gained popularity among people,
contributing significantly to the growth trajectory
of the bakery industry.
A number of healthy products have been launched
in the bakery segment, and are gaining popularity
at a high rate. The mounting presence of bakery
chains has further triggered the growth in the
sector.
BUSINESS OUTLOOKIndian economy has been facing headwinds these past
couple of years. Due to the demonetization, your Company
has seen a slight slowdown in the third and fourth quarter
of the year. Also the introduction of GST has also impacted
the 1st Quarter performance of the current financial year.
However, your Company expects industry to bounce back
to double digit growth on the back of the socio-economic
fundamentals.
Your Company is also focusing its presence at the every part
of the domestic market specially the South Indian part of the
Country and presently the Company has hitherto started is
depot at Vijaywada to cater the whole of state of Andhra
Pradesh, at Hyderabad to cater the state of Telengana and
Jaipur to cater the whole of State of Rajasthan. Apart from
focusing on its expansion plans in domestic market, your
Company is also focusing in strengthen its scope globally
in foreign countries i.e. European Countries, Australia and
South American Countries by the International presence.
Your Company’s focus areas continue to be the large and
growing Export markets.
Modern Trade, new indigenous geographical territories
are the new area of your Company to generate profits
and market capitalization. Your Company is continuing
its strategy to identify and explore profitable growth
opportunities by increasing the consumer presence and
46
consumption of Anmol brands of products by constant
and continued process of maintaining the quality and
taste of people. The focus in bakery is to strengthen the
differentiated products where your Company has a relative
advantage, through renovations and quality consistency.
Every Anmol Brand product is the symbol of commitment
and values to the consumers.
BUSINESS STRATEGYAfter the internal restructuring, i.e. merger and with the
motive of expanding its operating pace for the expansion of
the operating area satisfying consumer all over the world,
your company has changed the LOGO of the ANMOL to
give a refreshed new boost to the Company’s operational
strategies and will be executed well in future to inject life
into a company and drive a new wave of sales and brand
loyalty.
Simialrly to make the packing more eco friendly and
something new with a view of more attractive, the packages
of its major products i.e. Dreamlite, ButterBake, Vegmunch
etc. have been modified. Unlike in the earlier years, your
Company has also focused in the year on the fundamentals
to achieve business goals. The products were fine-tuned or
redesigned, whenever necessary, to become competitively
superior, front-end was reorganized to become more
efficient & effective and operations were tightened to
minimize waste, increase productivity and improve quality.
But most importantly your Company continued to support
its brands aggressively to remain at the consumers’ mind
and earn their attraction. Over the years it has continued
investing in India, setting up more factories and expanding
existing ones. In view of this, Your Company’s new factory
has been started in Odisha and the Commercial Production
has been started from 30th March 2017. Also the rusk
plant at Sambalpur, Odisha will soon start its commercial
production.
After due analysis your Company reconfigured the frontline
sales organization to make it leaner, more productive and
accountable. This has had two significant impacts on the
output. Your Company’s width of distribution has increased
in rural and semi rural markets and depth (sale/retail store)
has increased in the urban markets by presence in modern
trades.
BRAND:Brands are the pillars of your Company’s current business
and its future. Your Company has kept up the pace of
innovation by investing aggressively in new technologies
and capability programmers with a view to enhance the
productivity, quality and taste of people. A wide range of
quality products with significant investments in product
development, innovation in manufacturing technology,
wide range distribution facility have enhanced the market
standing and the brand name considerably.
Your Company’s brands have become iconic over time
due to the combination of superior product and endearing
communication. Your Company has already changed its
LOGO making it more customer attentive and attractive.
Your Company has been making focused efforts to balance
cost, quality and aspiration in its brand for consumer
affordability. Cost effectiveness has been a key pillar of your
Company’s value creation strategy and this was achieved
through scale in operations, technology interventions and
wastage reduction in the value chain along with efficient
management of working capital. Your Company will
continue and intensify the thrust on cost effectiveness in
the coming year as well. Your Company continued to make
investments during the year towards enhancing brand
salience and consumer connect while simultaneously
implementing strategic cost management measures across
the value chain. Segment Results also reflect the impact of
sustained investment in brand building and gestation costs
of new categories. The role of a responsible Company
like ours, is not just to its shareholders but to society at
large by providing tasty, nutritious brands and reflecting
contemporary lifestyle. Your Company has recently assigned
Mr. Akshay Kumar, the famous Bollywood Actor as its Brand
Ambassador to represent Brand” Anmol” in a positive light
and by doing so help to increase brand awareness and
47
Anmol Industries Limited Annual Report 2016-17
sales. Apart from this some new products has also been
launched like Acti-Marie, Anmol Top Magic etc.
During the year under review your company invested
Rs. 1,086.00 lakhs (approx) in Advertisement through
Electronic, Print and BTL medias and also in various other
Sales Promotional activities and schemes for increasing the
accessibility and adaptability of its Brands.
EXPORTBased in India’s City of Joy, your Company work out
of strategic trade hubs of Asia, Africa, Middle East
and Caribbean Islands. Although, a relatively young
organization your company has added accreditations like
US FDA, GMP, HALAL, ISO 22000:2005 to its banner. The
products are crafted for delicacies, available in wide range
of flour and tastes. The export range comprises of more
than 12 varieties of biscuits among which four SKUs have
been newly launched in this year. Apart from the Anmol
branded biscuits, your company has partnered with several
contractors of United Nations for supplying of biscuits to
their different missions all across MENA regions. Also the
export department is joining its hand with different big
export houses across the Middle East and Africa where
manufacturing biscuits are made under their brand. This has
helped us in successfully producing innovative products and
packaging which has increased the competency among
the competitors. A massive development in the R&D has
also resulted in matching the taste of the biscuits as per the
taste buds of our international consumers. Last year Anmol
made its presence felt in some of the most prestigious
trade fair across the world such as Gulfood in Dubai, Food
Agro in Kenya and ISM in Germany. The exports division of
Anmol draws inspiration from the fact that change is the
only constant and it is absolutely essential for the company
to keep evolving which will reflect in the frequent launches
of newer products and in newer markets.
INFORMATION TECHNOLOGYYour Company has successfully implemented the E R P
based online System “SAP” for its Factory, Job Works and
Depots, which will support the Company for timely decisions
through converting data into actionable information. During
2014-15, your Company started realizing the benefits of
best in class Supply Chain IT capabilities enabled through
SAP. Integrating end-to-end supply chain covering demand,
capacity and production planning has enabled an increased
service delivery with reduction of inventory. Your Company
has moved ahead on mobility front enabling field force MIS
on tablets.
SHARE CAPITAL1. Authorized Share Capital
The Authorized Share Capital of the Company has
been changed from Rs. 5,00,00,000/- (Rs. Five Crores
Only) divided into 50,00,000 Equity Shares @ Rs. 10/-
each to Rs. 43,00,00,000/- (Rupees Forty Three Crores
Only) divided into 4,30,00,000 Equity Shares @ Rs. 10/-
each. The increase of Authorised Share Capital was
happened due to the merger of two Companies with
your Company.
2. Paid-up Share Capital
Similarly, the Paid up Equity Share Capital of the
Company has been changed from Rs. 4,66,00,000/-
(Rs. Four Crores Sixty Six Lakhs Only) divided into
46,60,000 Equity Shares @ Rs. 10/- each to Rs.
12,35,77,080/- (Rupees Twelve Crores Thirty Five Lakhs
Seventy Seven Thousand and Eighty Only) divided into
1,23,57,708 Equity Shares @ Rs. 10/- each.
DEPOSIT FROM PUBLICYour Company has not accepted any deposit and, as such,
no amount of principal or interest was outstanding as of the
Balance Sheet date.
HUMAN RESOURCES DEVELOPMENTYour company is committed to create an environment of
learning and development, promote internal talent and
build an appreciating culture. Your Company has created
platforms for recognizing and motivating employees for
the good work they do in the organization. Your Company
48
considers people as its biggest assets and ‘Believing in
People’ is at the heart of its human resource strategy. It has
put concerted efforts in talent management and succession
planning practices, strong performance management and
training initiatives to ensure that your Company consistently
develops inspiring, strong and credible leadership. It actively
engages the employees to increase awareness about the
need to sustain the environment.
The Company has continuously adopted structures that
help attract best external talent and promote internal talent
to higher roles and responsibilities. ABL’s people centric
focus providing an open work environment fostering
continuous improvement and development helped several
employees realize their career aspirations during the year.
Company’s Health and Safety Policy commits to provide a
healthy and safe work environment to all employees. The
Company’s progressive workforce policies and benefits,
various employee engagement and welfare initiatives,
various employee engagement programs, have addressed
stress management, promoted work life balance.
EDUCATION, TRAINING AND ASSESSMENTLearning and education are at the foundation of AIL.
Competency development continues to be a key area of
strategic focus for us. During fiscal 2017, many training
programmes are been organised by the company for
its employee. Your Company engaged several faculty
members in this regard.
To enhance the innovative quotient among the workforce,
we conducted the Design Thinking Program, which trains
individuals in an empathetic, customer-centric mode of
problem finding and problem solving.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013The Company has zero tolerance for sexual harassment
at workplace and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace
in line with the provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the rules framed thereunder.
The Company has set up an Internal Complaints Committee
for providing a redressal mechanism pertaining to sexual
harassment of woman employees at work place. There
was no case of sexual harassment reported during the year
under review.
TRANSACTIONS WITH RELATED PARTIESThe Company has entered into contract/arrangements with
the related parties in the ordinary course of business. The
Company has also complied the provisions of Section 188
of the Companies Act, 2013 during the year under review.
For details please refer the Form AOC-2 as Annexure A
attached to this Report.
CREDIT RATINGSIndia Ratings & Research Private Limited, a Fitch Group
Company, has re-affirmed ‘IND A+’ with stable outlook to
the long term & short term instruments/ facilities of the
Company and “IND A1+’ rating to the Non-Fund based
instruments/ facilities of the Company.
BUSINESS EXCELLENCE AND QUALITY INITIATIVESThe Business continues to receive industry recognition
and accolades for its commitment to and excellence in
sustainability and thus had been awarded with the ET
Awards for the same in the financial year 2016-2017.
The technical teams constantly work with us to improve our
quality so that we are able to achieve these pre-set Quality
standards. Your Company’s oath for finest quality with
reasonable pricing is continuing to be the guiding principle
of operations. Following this principle, your Company
always compares the current state versus the desired state.
Your Company has been making focused efforts to balance
cost, quality and aspiration in its brand for consumer
affordability and your Company also maintained compliance
to ISO-22000:2005.
49
Anmol Industries Limited Annual Report 2016-17
DIRECTORS AND KEY MANAGERIAL PERSONNELSince the Company has been merged with Anmol Biscuits
Limited and Anmol Bakers Private Limited, the Composition
of the Board of Directors has also been reorganized,
being a part of the Company Restructuring strategy. The
information of the Past and Present composition of Board
of Directors have been annexed with the Board’s Report in
the Annexure-B.
STATUTORY AUDITORSM/s. S. Poddar & Co., Chartered Accountants, were
appointed as the Statutory Auditors of the Company at
the 5th Annual General Meeting held on 30th day of
September,2014, under the provisions of Section 139, 142
and other applicable provisions, if any, of the Companies
Act, 2013 for a term of 5 years, to hold office from
the conclusion of that Annual General Meeting till the
conclusion of the 5th consecutive Annual General Meeting,
i.e. from 5th AGM to 10th AGM, subject to the ratification of
the appointment by the Members at every Annual General
Meeting, at a remuneration to be decided by the Board of
Directors in consultation with the Auditors plus applicable
tax and reimbursement of travelling and out of pocket
expenses incurred by them for the purpose of audit.
M/s. S. Poddar & Co., Chartered Accountants resigned due
to pre-occupation on 05.05.2017 and pursuant to Section
139(8)(i) of the Act, the Board appointed M/s. Lodha & Co.,
Chartered Accountants as the Statutory Auditors for the of
the Company for the financial Year 2016-2017, to fill the
Casual Vacancy arose after the resignation of the M/s. S.
Poddar & Co.,. Subsequently, the shareholders consent is
accorded in the EGM dated 19.05.2017, for the appointment
of M/s Lodha & Co., Chartered Accountants to be as the
statutory auditors of the Company till the completion of
the ensuing Annual General Meeting. In this regard, M/s.
Lodha & Co., Chartered Accountants have submitted their
written consent that they are eligible and qualified to be re-
appointed as Statutory Auditors of the Company in terms
of Section 139 of the Companies Act, 2013 and also satisfy
the criteria provided in Section 141 of the Companies Act,
2013 to fill up the Casual Vacancy. The Board has also
recommended for the approval of the members for the
appointment of M/s Lodha & Company for tenure of 5
Years from the completion of the ensuing AGM.
STATUTORY AUDITORS’ REPORT
The Board of Directors of your Company have duly
examined the Statutory Auditor’s Report for Standalone
Financial Statement for the Financial Year 2016-17 which are
self Explanatory and does not call for any further comment.
SECRETARIAL AUDITPursuant to the provisions of Section 204 of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Company had appointed Mr. Dash M& Associates,
Practicing Company Secretary, to undertake the Secretarial
Audit of the Company for the Financial Year 2016-17. The
Board of Directors of your Company have duly examined
the Secretarial Auditor’s Report and there is no observation
by the Auditors have given.
The Secretarial Audit Report in the Form MR-3 for the
Financial Year ended 31st March, 2017 is given as Annexure
C forming part of this Report.
ENVIRONMENT AND SAFETYEnvironment, Health and Safety is considered critical to
your Company. Your company has introduced various
accident prevention programs at work place as part of
demonstration continual improvement in the field of health
and safety. Employee participation is a vital factor in your
company in strengthening the proactive safety culture
through campaigns and competitions.
Your Company continues to show its commitment for
sustainable use of natural and non-renewal resources for
the improvement of all the aspects of the environment.
Your Company pays special emphasis for plantation of trees
and preserving the trees in its working campuses. It ensures
50
that state of Art Technology along with consistent efforts to
reduce waste & emission. Your Company is using the green
fuel for its manufacturing activities, resulting substantial
reduction of the emission of the air pollution.
Energy conservation and the use of green fuels continue
to be a priority area for your Company. A focused Energy
Program has been established with a view to carry out
specific initiatives in the field of Energy Efficiency and
Conservation. Centralization of Oven Controls leading to
substantial savings in energy has been initiated.
Environment, Health and Safety are treated as core values
at your Company. Your Company has strengthened its
workplace systems and practices as a part of ZERO accident
culture through several accident prevention programs
and has introduced site level performance indicators to
promote a positive and proactive culture at work place. Your
Company focused on continual improvement programs at
units and Safety improvement initiatives. Your Company
also extended safety programs at depots covering fire,
electrical and operational safety. Your Company initiated
several activities as part of employee engagement in safety
management which is detailed below:
a. Imparting hands-on training to workmen for following
safe work practices.
b. Mock drills as part of emergency response system.
c. Safety inspection program to identify unsafe conditions
and eliminate them.
d. Hazard and risk study at factories to capture process
related hazards and risks associated with them.
e. Safety in project management as part of contractor
safety program.
f. Visitor safety guidelines at factories.
EXTRACT OF ANNUAL RETURNThe extract of Annual Return as provided under Sub-Section
(3) of Section 92 of the Companies Act, 2013 ( the “Act”)
pursuant to the provisions of section 134 (3) (a) of the Act,
an extract of the Annual Return in form MGT – 9 is given as
Annexure- D forming part to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)AIL has been early adopter of corporate social responsibility
(CSR) initiatives. The Company works primarily through its
internal CSR team, Baijnath Choudhary Charitable Trust, and
other external implementing agencies, towards supporting
projects in promoting education, art and culture, healthcare
and rural development projects.
As per the Companies Act, 2013, all Companies having a net
worth of Rs. 500 crore or more, or a turnover of Rs. 1000
crore or more or a net profit of Rs. 5 crore or more during any
financial year are required to constitute a CSR committee of
the Board of Directors comprising three or more directors,
at least one of whom should be an independent director.
All such companies are required to spend at least 2% of
the average net profit of their three immediately preceding
financial year on CSR related activities. Accordingly, the
company was required to spend Rs. 114.23 lakhs towards
CSR activities which was spent by the Company on activities
specified in schedule VII of the Companies Act, 2013 and
the CSR Policy as adopted by the Company.
The CSR Policy of the Company and the details about the
initiatives taken by the Company on CSR during the year
as per the Companies (Corporate Social Responsibility
Policy) Rules, 2014 have been disclosed in Annexure-E to
this Report.
SIGNIFICANT AND MATERIAL ORDERThere are no significant and material order passed by the
regulators or Courts or Tribunals impacting the going
concern status and Company’s operation in future.
BOARD DIVERSITYThe company recognizes and embraces the importance of
a diverse board in its success. We believe that a truly diverse
board will leverage differences in thoughts, prospective,
knowledge, skill, regional and industry experience, cultural
and geographical background, age, ethnicity, race and
gender, which will help us retain our competitive advantage.
51
Anmol Industries Limited Annual Report 2016-17
The Board has adopted the Board Diversity System which
sets out the approach to diversity of the Board of Directors.
NUMBER OF MEETINGS OF THE BOARD AND COMMITTEESThe Board meets four times during the financial year. The
maximum interval between any two board meeting did not
exceed 120 days, as prescribed in the Companies Act, 2013.
The Board of Directors held ten meetings during the year
and the meetings are held on 03.05.2016, 06.06.2016,
01.08.2016, 03.10.2016, 01.11.2016, 21.01.2017, 07.03.2017,
23.03.2017, 27.03.2017, 30.03.2017.
Dates of Audit Committee Meeting in the Financial Year
2016-17 on: 03.05.2016, 01.08.2016, 21.01.2017.
Dates of Nomination and Remuneration Committee
Meeting in the Financial Year 2016-17: 07.03.2017
Dates of CSR Meeting in the Financial Year 2016-17:
01.08.2016.
Dates of Independent Directors’ Meeting in the Financial
Year 2016-17: 10.02.2017
COMMITTEES OF THE BOARDCurrently, the Board has three committees: the audit
committee, the nomination and remuneration committee,
the corporate social responsibility committee. All
committees of the directors consist of proper combination
of executive, non executive and independent directors
as per the requirement of the composition of committee
prescribed under the Companies Act, 2013.
1 Audit committee
The Audit Committee of the Board provides reassurance
to the Board on the existence of an effective internal
control environment that ensures:
• efficiency and effectiveness of operations, both
domestic and overseas.
• safeguarding of assets and adequacy of provisions
for all liabilities.
• reliability of financial and other management
information and adequacy of disclosures.
• compliancewithallrelevantstatutes.
The role of the Committee includes the following:
a) To oversee the Company’s financial reporting
process and the disclosure of its financial
information to ensure that the financial statements
are correct, sufficient and credible.
b) To recommend the appointment, remuneration,
terms of appointment and removal of Statutory
Auditors;
c) To review and monitor the Statutory Auditors’
independence and performance, and effectiveness
of the audit process;
(d) To review the following:
(i) Management discussion and analysis of
financial condition and results of operations;
(ii) Adequacy of internal control systems and the
Company’s statement on the same prior to
endorsement by the Board, such review to be
done in consultation with the management,
Statutory and Internal Auditors;
(iii) Reports of Internal Audit and discussion with
Internal Auditors on any significant findings
and follow-up thereon;
(iv) System for storage, retrieval, security etc. of
books of account maintained in the electronic
form;
(v) Functioning of Whistle Blower mechanism in
the Company.
Composition of Audit Committee
The Audit Committee presently comprises Mrs. Mamta
Binani, Chairperson of the Audit Committee, Mr. Sumit
Malhotra and Mr. Bimal Kumar Choudhary- Members,
pursuant to the reconstitution of the Audit Committee
in the Board Meeting dated 12.09.2017.
2 Nomination and remuneration committee policy:
52
The NRC Policy of the Company, the Composition of the
NRC Committee and the details about the NRC Policy
as required under section 178(3) of the Companies Act,
2013 have been disclosed in Annexure-F to this Report.
RISK MANAGEMENT POLICYYour Company have a Risk Management policy, which is
under the Audit committee of the Board of the Directors,
who has been entrusted with the responsibility to assist the
Board in:
a) To ensure that all the current and future material risk
exposures of the Company are identified, assessed,
quantified, appropriately mitigated, minimized and
managed i.e. to ensure adequate systems for risk
management.
b) To establish a framework for the company’s risk
management process and to ensure its implementation.
c) To enable compliance with appropriate regulations,
wherever applicable, through the adoption of best
practices.
d) To assure business growth with financial stability.
e) To oversee that all the risks that the organization faces
such as strategic, financial, credit, market, liquidity,
security, property, IT, legal, regulatory and other risks
have been identified and assessed and there is an
adequate risk management infrastructure in place
capable of addressing those risks;
f) To Review and recommend changes to the Risk
Management Policy and/or associated frameworks,
processes and practices of the Company;
g) Identification of all risks which may threaten the
existence of the Company;
h) Evaluate the efficacy of Risk Management Systems –
Recording and Reporting;
i) Contributing towards more efficient use/ allocation of
the resources within the organization;
j) Ensure periodic review of operations and contingency
plans and reporting to Board in order to counter
possibilities of adverse factors having a bearing on the
risk management systems.
The Audit Committee shall have access to any internal
information necessary to fulfill its oversight role. They shall
also have authority to obtain advice and assistance from
internal or external legal, accounting or other advisors. There
has been no change in the policy since last fiscal year. The
Company manages monitors and reports on the principal
risks and uncertainties that can impact its ability to achieve
its strategic objectives. The Company’s management
systems, organizational structures, processes, standards,
code of conduct and behaviors together form the Anmol
Management System (AMS) that governs how the Group
conducts the business of the Company and manages
associated risks. The Company has introduced several
improvements to Integrated Enterprise Risk Management,
Internal Controls Management and Assurance Frameworks
and processes to drive a common integrated view of risks,
optimal risk mitigation responses and efficient management
of internal control and assurance activities. This integration
is enabled by all three being fully aligned across Group
wide Risk Management, Internal Control and Internal Audit
methodologies and processes.
INDEPENDENT DIRECTORS’ DECLARATIONAll the Independent Directors of your Company-Mrs. Mamta
Binani, Mr. Sumit Malhotra, Mr. Pawan Kumar Agarwal and
Pranab Maity have submitted the declaration that each of
them meets the criteria of independence as provided in
Sub-Section (6) of Section 149 of the Act.
POLICIESWe seek to promote and follow the highest level of ethical
standards in all our business transaction guided by our
value system. All our Companies policies are available at the
registered office of the Company. The policies are reviewed
periodically by the Board and updated based on need and
new compliance requirement.
53
Anmol Industries Limited Annual Report 2016-17
In addition to its Code of Conduct and ethics, key policies
that have been adopted by the Company are as under:
Name of the Policy Brief description
Corporate Social
Responsibility Policy
The policy outlines the Company’s
strategy to bring about a positive
impact on society through
programs relating to hunger,
poverty, education, healthcare,
and environment and lowering its
resource footprint.
Nomination and
Remuneration Policy
This policy formulates the criteria
for determining qualifications,
competences, positive attributes
and independence for the
appointment of a director and also
the criteria for determining the
remuneration of the directors, key
managerial personnel and other
employees.
Risk Management
Policy
The company has adopted the Risk
management policy to mitigate the
risk, i.e. financial or operational risk
associated with the company.
Vigil Mechanism The company has adopted
the whistleblower mechanism
for directors and employee to
report concerns about unethical
behaviour, actual or suspected
fraud, or violation of the Company’s
code of conduct and ethics. There
has been no change to the policy
adopted by the Company during
last fiscal year.
Criteria for
performance
evaluation of directors
Policy
The policy outlines the Company’s
policy to evaluate the performance
of the directors of the company.
Policy on Prevention
of Sexual Harassment
at Workplace
The Company has adopted a
strong policy to prevent sexual
harassment at the work place.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTSLoan, guarantees and investment covered under section
186 of the Companies Act, 2013 form part of the Notes to
the financial statements provided in the Annual Report.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOThe particulars as prescribed under Rule 8(3) of the
Companies (Accounts) Rules, 2014, are set out in an
Annexure- G to this Report.
BOARD EVALUATIONThe Company has devised a formal process for annual
evaluation of performance of the Board, its Committees
and Individual Directors (“Performance Evaluation”). As per
the applicable provisions of the Act, Annual Board Meeting
is held for evaluating the performance of the Board
One of the key functions of the Board is to review and
monitor the Board Evaluation framework. The performance
evaluation of the Board, its Committees and individual
directors was conducted and the same was based on
questionnaire and feedback from all the Directors on
the Board as a whole, Committees and self-evaluation.
Directors, who were designated, held separate discussions
with each of the Directors of the Company and obtained
their feedback on overall Board effectiveness as well as
each of the other Directors. Based on the questionnaire
and feedback, the performance of every director
was evaluated in the meeting of the Nomination and
Remuneration Committee (NRC). The meeting of NRC
also reviewed performance of the Managing Director and
Whole Time Director on goals (quantitative and qualitative)
set at the beginning of the year. A separate meeting of the
independent directors (“Annual ID meeting”) was convened,
which reviewed the performance of the Board (as a
whole), the non-independent directors and the Chairman.
Post the Annual ID meeting, the collective feedback of
each of the Independent Directors was discussed by the
54
Chairman of the NRC with the Board’s Chairman covering
performance of the Board as a whole; performance of the
non-independent directors and performance of the Board
Chairman.
Some of the key criteria for performance evaluation are as
follows:–
Performance evaluation of Directors:
• AttendanceatboardorCommitteemeeting;
• ContributionatBoardorCommitteemeeting;
• Guidance/Support to Management outside Board/
Committee meeting.
Performance evaluation of Board and Committees:
• Degreeoffulfilmentoffullresponsibilities;
• BoardStructureandcomposition;
• Establishmentanddelineationofresponsibilities;
• Effectiveness of Board process, information and
functioning;
• Boardcultureanddynamics;
• Quality of Relationships between Board and
Management;
• Efficientofcommunicationwithexternalstakeholders.
DIRECTORS’ RESPONSIBILITY STATEMENTPursuant to the requirement of Section 134(5) of the
Act, and based on the representations received from the
management, the directors hereby confirm that:
a) in the preparation of the annual accounts for the
financial year 2016-17, the applicable accounting
standards have been followed and there are no material
departures;
b) the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company at 31st March 2017 and of the profit of the
Company for that period;
c) the Directors have taken proper and sufficient care to the
best of their knowledge and ability for the 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 fraud
and other irregularities;
d) the Directors have prepared the annual accounts on a
going concern basis;
e) the Company being unlisted, sub clause (e) of the
Section 134(3) of the Companies Act, 2013 pertaining
laying down internal financial controls is not applicable
to the Company; and
f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.
GREEN INITIATIVESAs in the previous year this year too, electronic copies of
the Annual Report and the Notice of the 8th Annual General
Meeting are sent to all members whose email address are
registered with the Company. For members who have not
registered their email address, physical copies are sent in
the permitted mode.
PARTICULARS OF EMPLOYEES:The Company being unlisted, the disclosures under Section
197 (12) of the Companies Act, 2013 is not applicable.
Pursuant to the Rule 5(2) of the Companies (Appointment
and Remuneration) Rules, 2014, the details of the employees
are mentioned below: (It includes the employees of Anmol
Biscuits Limited and Anmol Bakers Private Limited, which
were merged with your Company)
(A) If employed throughout the Financial year, was in
receipt of remuneration for that year which, in the
aggregate, was not less than sixty lakh rupees: (a)
Mr. Bimal Kumar Choudhary, Managing Director; Mr.
Biswanath Choudhary, Whole-time Director ; Mr. Dilip
55
Anmol Industries Limited Annual Report 2016-17
Kumar Choudhary, Whole-time Directors, Mr.Gobind
Ram Choudhary, Managing Director and (b) Mr.
Baijnath Choudhary – Chairman Emirates, Mr. Deepak
Choudhary, Mr. Sunil Choudhary, Mr. Ankit Choudhary
and Mr. Vikash Choudhary.
(B) If employed for a part of the financial year, was in
receipt of remuneration for any part of that year, at a
rate which, in the aggregate, was not less than five lakh
rupees per month: NIL
(C) If employed throughout the financial year or part
thereof, was in receipt of remuneration in that year
which, in the aggregate, or as the case may be , at a
rate which, in the aggregate, is in excess of that drawn
by the Managing Director or Whole Time Director or
Manager and holds by himself or along-with his spouse
and dependent children, not less than two percent of
the equity share of the Company: NIL
Pursuant to the Rule 5(3) of the Companies
(Appointment and Remuneration) Rules, 2014, the
details of the above-said employees are mentioned
below in the Annexure H.
ACKNOWLEDGEMENTThe Directors wish to convey their appreciation to
business associates for their support and contribution
during the year. The Directors would also like to thank the
employees, shareholders, customers, suppliers, alliance
partners and bankers for the continued support given by
them to the Company and their confidence reposed in the
management. Our consistent growth was made possible by
their hard work, solidarity, cooperation and support. Further,
we thank the governments of various countries where we
have our operations. We also thank the Government of
India particularly the Ministry of Labour and Employment,
Ministry of Finance, the Ministry of Corporate Affairs.
CAUTIONARY STATEMENTStatements in the Board’s Report describing the Company’s
objectives, expectations or forecasts may be forward-
looking within the meaning of applicable laws and
regulations. Actual results may differ materially from those
expressed in the statement. Important factors that could
influence the Company’s operations include global and
domestic demand and supply conditions affecting selling
prices of finished goods, input availability and prices,
changes in government regulations, tax laws, economic
developments within the country and other factors such as
litigation and industrial relations.
On behalf of the Board of Directors
Biswanath Choudhary
Place: Kolkata Chairman
Date: 12.09.2017 DIN:00331136
56
ANNEXURE – A
1. Details of contracts or arrangements or transactions not at arm’s length basis:
Form No. AOC-2(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 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 arms length
transactions under third proviso thereto:
(a) (b) (c) (d) (e) (f) (g) (h)
Sr.
No.
Name(s) of the
related party
and nature of
relationship
Nature of
contracts/
arrangements/
transactions
Duration of
the contracts /
arrangements/
transactions
Salient terms of the
contracts or arrangements
or transactions including
the value, if any
Justification for
entering into
such contracts or
arrangements or
transactions
date(s) of
approval by the
Board
Amount
paid as
advances,
if any:
Date on which
the special
resolution
was passed
in general
meeting as
required under
first proviso to
section 188
1 Bansal Cement
Pvt Ltd,
(Common
Directors
in Both the
Companies)
Business
Promotion
Till the
transactions
mentioned
in column (d)
exceeds Rs
5.00 Cr Per
Annum
Sale, Purchase or Supply
of any goods or materials,
selling or otherwise
disposing of or buying
property of any kind leasing
of property of any kind
availing of any services
Appointment of any agent
for purchase or sale of
goods, material services or
property to the tune of Rs.
5.00 Crores Per Annum
The transactions
with the said group
Company is required
for better business
activities and earnings
of Profits.
23-06-2014
(from Anmol
Biscuits
Limited)
Nil 7/31/14
Transaction made during the year with Bansal Cement Private Limited (2016-17) Rs 6.53 Lakhs
2 Keshav
Choudhary
- Son of
Managing
Director, Mr.
Bimal Kumar
Choudhary
Education/
Development of
Employees
Till the
Completion
of his higher
Studies /
trainning
Appointed as the
Management Trainee of
the company on such term
& Condition including his
Salary/Stipend, training,
Education & other
Expenses, to the tune of Rs.
3 Crores per year
This transaction is as
per the HR Policy of
the Company and the
same will be benefited
to the Company for
keeping talented
personnel within the
organisation.
23-06-2014
(from Anmol
Biscuits
Limited)
Nil 7/31/14
Transaction made during the year with Keshav Choudhary (2016-17) Rs 6.53 Lakhs
3 Surabhi
Chowdhary
- daughter
of Managing
Director, Mr.
Bimal Kumar
Choudhary
Education/
Development of
Employees
Till the
Completion
of her higher
Studies /
trainning
Appointed as the
Management Trainee of
the company on such term
& Condition including her
Salary/Stiphen, training,
Education & other
Expenses, to the tune of Rs.
3 Crores per year
This transaction is as
per the HR Policy of
the Company and the
same will be benefited
to the Company for
keeping talented
personnel within the
organisation.
23-06-2014
further
approved on
27.04.2017
Nil 7/31/14
Transaction made during the year with Surabhi Choudhary (2016-17) Rs. 32.70 Lakhs
57
Anmol Industries Limited Annual Report 2016-17
(a) (b) (c) (d) (e) (f) (g) (h)
Sr.
No.
Name(s) of the
related party
and nature of
relationship
Nature of
contracts/
arrangements/
transactions
Duration of
the contracts /
arrangements/
transactions
Salient terms of the
contracts or arrangements
or transactions including
the value, if any
Justification for
entering into
such contracts or
arrangements or
transactions
date(s) of
approval by the
Board
Amount
paid as
advances,
if any:
Date on which
the special
resolution
was passed
in general
meeting as
required under
first proviso to
section 188
4 Jyotim
Construction
Pvt.Ltd.(Jyotim
Construction
LLP w.e.f.
27.02.2017)
(Directors are
partners in the
LLP)
Rental
Occupation of
Business place
5 years Rent Agreement / Rent Rs.
1000 P.M.
The transactions
with the said group
Company is required
for smooth Business
operation and
earnings of profit
17-11-2014 by
Anmol Biscuits
Ltd., further
approved on
27.04.2017
Nil Not Applicable
Transaction made during the year with Jyotim Construction LLP (2016-17) Rs.0.12 Lakhs
5 Wonderland
Realtors Pvt.Ltd.
(Wonderland
Realtors
LLP w.e.f.
07.02.2017)
( Directors are
partners in the
LLP)
Rental
Occupation of
Business place
5 years Rent Agreement / Rent Rs.
1000 P.M.
The transactions
with the said group
Company is required
for smooth Business
operation and
earnings of profit
17-11-2014 by
Anmol Biscuits
Ltd., further
approved on
27.04.2017
Nil Not Applicable
Transaction made during the year with Wonderland Realtors LLP (2016-17) Rs. 0.12 Lakhs
6 Urban Nirman
Pvt.Ltd.(Urban
Nirman
LLP w.e.f.
07.02.2017)
(Directors are
partners in the
LLP)
Rental
Occupation of
Business place
5 years Rent Agreement / Rent Rs.
1000 P.M.
-do- 17-11-2014 by
Anmol Biscuits
Ltd., further
approved on
27.04.2017
Nil Not Applicable
Transaction made during the year with Urban Nirman LLP (2016-17) Rs. 0.12 Lakhs
7 Mukund
Nirman Pvt.
Ltd. (Mukund
Nirman
LLP w.e.f.
06.02.2017) (
Directors are
partners in the
LLP)
Rental
Occupation of
Business place
5 years Rent Agreement / Rent Rs.
1000 P.M.
-do- 17-11-2014 by
Anmol Biscuits
Ltd., further
approved on
27.04.2017
Nil Not Applicable
Transaction made during the year with Mukund Nirman LLP (2016-17) Rs. 0.12 Lakhs
58
(a) (b) (c) (d) (e) (f) (g) (h)
Sr.
No.
Name(s) of the
related party
and nature of
relationship
Nature of
contracts/
arrangements/
transactions
Duration of
the contracts /
arrangements/
transactions
Salient terms of the
contracts or arrangements
or transactions including
the value, if any
Justification for
entering into
such contracts or
arrangements or
transactions
date(s) of
approval by the
Board
Amount
paid as
advances,
if any:
Date on which
the special
resolution
was passed
in general
meeting as
required under
first proviso to
section 188
8 Tip-Top Nirman
Pvt. Ltd. (Tip-
top Nirman
LLP w.e.f.
06.02.2017)
(Directors are
partners in the
LLP)
Rental
Occupation of
Business place
5 years Rent Agreement / Rent Rs.
1000 P.M.
-do- 17-11-2014 by
Anmol Biscuits
Ltd., further
approved on
27.04.2017
Nil Not Applicable
Transaction made during the year withTip Top Nirman LLP (2016-17) Rs. 0.12 Lakhs
9 Ankit
Choudhary
son of Mr.Dilip
Kumar
Choudhary
(Whole-Time
Director of the
Company)
Appiontment
as ‘Director-
International
Trade’
In the
employment
of the
Company
10.00 lakhs per month Appointed as a
Senior Managerial
Personal holding
the designation
as - Director -
International Trade.
01.08.2015 by
Anmol Biscuits
Limited further
approved on
27.04.2017
Nil Not Applicable
Transaction made during the year with Ankit Choudhary (2016-17) Rs 60.39 Lakhs
10 Sunil
Choudhary, S/o
Mr.Biswanath
Choudhary
(Whole-Time
Director of the
Company)
Appointment
as ‘Director –
Procurement’
In the
employment
of the
Company
10.00 lakhs per month Appointed as a
Senior Managerial
Personal holding
the designation
as - Director -
Procurement.
01.08.2015 by
Anmol Biscuits
Limited further
approved on
27.04.2017
Nil Not Applicable
Transaction made during the year with Sunil Choudhary (2016-17) Rs 60.39 Lakhs
11 Vikash
Choudhary, S/o
Mr.Biswanath
Choudhary
(Whole-Time
Director of the
Company)
Appointed
as “Director -
Operation”
In the
employment
of the
Company
Rs. 10.00 lakhs per month Appointed as a
Senior Managerial
Personal holding
the designation as -
Director - Operation.
27.04.2017 Nil Not Applicable
Transaction made during the year with Vikash Choudhary (2016-17) Rs 60.39 Lakhs
12 Deepak
Choudhary, S/o
Mr.Biswanath
Choudhary
(Whole-Time
Director of the
Company)
Appointed
as “Director -
Operation”
In the
employment
of the
Company
Rs. 10.00 lakhs per month Appointed as a
Senior Managerial
Personal holding
the designation as -
Director - Operation.
27.04.2017 Nil Not Applicable
Transaction made during the year with Deepak Choudhary (2016-17) Rs 60.39 Lakhs
59
Anmol Industries Limited Annual Report 2016-17
(a) (b) (c) (d) (e) (f) (g) (h)
Sr.
No.
Name(s) of the
related party
and nature of
relationship
Nature of
contracts/
arrangements/
transactions
Duration of
the contracts /
arrangements/
transactions
Salient terms of the
contracts or arrangements
or transactions including
the value, if any
Justification for
entering into
such contracts or
arrangements or
transactions
date(s) of
approval by the
Board
Amount
paid as
advances,
if any:
Date on which
the special
resolution
was passed
in general
meeting as
required under
first proviso to
section 188
13 Palak
Choudhary D/O
Mr. Gobindram
Choudhary,
Managing
Director of the
Company
Education/
Development of
Employees
Till the
Completion
of her higher
Studies /
trainning
Appointed as the
Management Trainee of
the company on such term
& Condition including her
Salary/Stiphen, training,
Education & other
Expenses, to the tune of Rs.
3 Crores per year
This transaction is as
per the HR Policy of
the Company and the
same will be benefited
to the Company for
keeping talented
personnel within the
organisation.
27.04.2017 Nil Not Applicable
Transaction made during the year with Palak Choudhary (2016-17) Nil
14 Aman
Choudhary,
S/O Mr.
Gobindram
Choudhary,
Managing
Director of the
Company.
Appointed
as “Director -
Operation”
In the
employment
of the
Company
Rs 5.00 lakhs per month Appointed as a
Senior Managerial
Personal holding
the designation as -
Director - Operation.
27.04.2017 Nil Not Applicable
Transaction made during the year with Aman Choudhary (2016-17) Rs. 11.01 Lakhs
15 Baijnath
Choudhary
- Father of
Directors
Purchase of
Securities
one time only Transaction value of Rs
50, 000/- for purchase of
5,000 equity shares of Rs
10/- each of Anmol Realty
Builders Private Limited
for making the
company as wos,
24.06.2016 in
Anmol Biscuits
Limited
Nil Not Applicable
Transaction made during the year with Baijnath Choudhary (2016-17) Rs 0.50 Lakhs
16 Gobind Ram
Choudhary -
Director
Purchase of
Securities
one time only Transaction value of Rs
50, 000/- for purchase of
5000 equity shares of Rs
10/- each of Anmol Realty
Builders Private Limited and
further sale of Equity Shares
3750 Equity Shares of Rs
10/- each (total Value Rs
87500/-)
for making the
company as wos,
24.06.2016 and
21.01.2017 in
Anmol Biscuits
Limited
Nil Not Applicable
Transaction made during the year with Gobind Ram Choudhary (2016-17) Rs 0.875 lakhs
17 Sunita
Choudhary
- wife of
Managing
Director
Purchase of
Securities
one time only Transaction value of Rs
50, 000/- for purchase of
5000 equity shares of Rs
10/- each of Anmol Realty
Builders Private Limited
for making the
company as wos,
24.06.2016 in
Anmol Biscuits
Limited
Nil Not Applicable
Transaction made during the year with Sunita Choudhary (2016-17) Rs.0.50 Lakhs
60
(a) (b) (c) (d) (e) (f) (g) (h)
Sr.
No.
Name(s) of the
related party
and nature of
relationship
Nature of
contracts/
arrangements/
transactions
Duration of
the contracts /
arrangements/
transactions
Salient terms of the
contracts or arrangements
or transactions including
the value, if any
Justification for
entering into
such contracts or
arrangements or
transactions
date(s) of
approval by the
Board
Amount
paid as
advances,
if any:
Date on which
the special
resolution
was passed
in general
meeting as
required under
first proviso to
section 188
18 Bimal Kumar
Choudhary
Sale of
Securities
one time only Transaction value of Rs
37,500/- for purchase of
3,750 equity shares of Rs
10/- each of Anmol Realty
Builders Private Limited
for hiving off of the
WOS
21.01.2017 by
Anmol Biscuits
Ltd
Nil Not Applicable
Transaction made during the year with Bimal Kumar Choudhary (2016-17) Rs 0.375 Lakhs
19 Biswanath
Choudhary -
Director
Sale of
Securities
one time only Transaction value of Rs
37,500/- for purchase of
3,750 equity shares of Rs
10/- each of Anmol Realty
Builders Private Limited
for hiving off of the
WOS
21.01.2017 by
Anmol Biscuits
Ltd
Nil Not Applicable
Transaction made during the year with Biswanath Choudhary (2016-17) Rs 0.375 Lakhs
20 Dilip Kumar
Choudhary -
Director
Sale of
Securities
one time only Transaction value of Rs
37,500/- for purchase of
3,750 equity shares of Rs
10/- each of Anmol Realty
Builders Private Limited
for hiving off of the
WOS
21.01.2017 by
Anmol Biscuits
Ltd
Nil Not Applicable
Transaction made during the year with Dilip Kumar Choudhary (2016-17) Rs 0.375 Lakhs
(a) (b) (c) (d) (e) (f)
Sr.
No.
Name(s) of the related party and
nature of relationship
Nature of
contracts/
arrangements/
transactions
Duration
of the
contracts/
arrangements/
transactions
Salient terms of the contracts
or arrangements or transactions
including the value, if any
date(s) of approval by
the Board, if any
Amount paid
as advances,
if any:
1 Neelkantha Enterprises, Proprietorship
firm owned by Mr. Sunil Choudhary, who
is the Son of Mr. Biswanath Choudhary, a
director of the Company
Sale of Goods 31.03.2017 The transaction is made in the
ordinary course of the business of
the Company and also transacted
at arm’s length basis.
24.06.2016 by Anmol
Biscuits Limited
further approved on
27.04.2017
120.18 Lakhs
2. Details of material contracts or arrangement or transactions at arm’s length basis
On behalf of the Board of Directors
Place : Kolkata Biswanath Choudhary
Date : 12-09-2017 Chairman
61
Anmol Industries Limited Annual Report 2016-17
On behalf of the Board
Place : Kolkata Biswanath Choudhary
Date : 12-09-2017 Chairman
ANNEXURE – BCOMPOSITION OF BOARD
BEFORE MERGER/ PREVIOUS COMPOSITION OF BOARD
Name Designation Appointment Date Resignation
Mr. Vikash Choudhary Managing Director 19/11/2009 ( Re-appointed as Managing
Director of the Company dated
17/08/2012 for a period of 5 years)
19/04/2017
Mr. Deepak Choudhary Whole Time Director 20/06/2015 (Re-appointed as Whole
Time Director of the Company dated
29/09/2015 for a period of 5 years)
19/04/2017
Mr. Ankit Choudhary Director 19/11/2009 23/05/2017
Mr. Gobind Ram Choudhary Additional Director 07/03/2017 -
Mr. Pranab Kumar Maity Independent Director 23/03/2015 23/05/2017
Mr. Pawan Kumar Agarwal Independent Director 23/03/2015 23/05/2017
AFTER MERGER/ CURRENT COMPOSITION OF BOARD
Name Designation Appointment Date
Mr. Gobind ram Choudhary Managing Director 07/03/2017 ( Re-appointed as Managing Director of the
Company dated 19/05/2017 for a period of 5 years)
Mr. Bimal Kumar Choudhary Managing Director 19/05/2017
Mr. Biswanath Choudhary Whole Time Director 19/05/2017
Mr. Dilip Kumar Choudhary Whole Time Director 19/05/2017
Mrs. Mamta Binani Independent Director 10/07/2017
Mr. Sumit Malhotra Independent Director 10/07/2017
62
ANNEXURE – CFORM NO. MR-3
SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017
[Pursuant to Section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Anmol Industries Limited
Crescent Tower, 3rd Floor,
229, A.J.C. Bose Road, Kolkata - 700020
I have conducted the Secretarial Audit of the compliance
of applicable statutory provisions and the adherence to
good corporate practices by ANMOL INDUSTRIES LIMITED
(CIN - U15412WB2009PLC139597) (hereinafter called
“the Company”). The Secretarial Audit was conducted in a
manner that provided me a reasonable basis for evaluating
the corporate conducts/statutory compliances and
expressing my opinion thereon.
Based on my verification of the Company’s books, papers,
minute books, forms and returns filed and other records
maintained by the company and also the information
provided by the Company, its officers, agents and
authorized representatives during the conduct of Secretarial
Audit, the explanations and clarifications given to me and
representations made by the management, I hereby report
that in my opinion, the company has, during the audit
period covering the financial year ended on 31st March,
2017 generally complied with the statutory provisions listed
hereunder and also that the Company has proper Board-
processes and compliance-mechanism in place to the
extent, in the manner and subject to the reporting made
hereinafter:
I have examined the books, papers, minute books, forms
and returns filed and other maintained by the Company and
records made available to me for the financial year ended
on 31st March, 2017 according to the applicable provisions
of:
(i) The Companies Act, 2013 (the Act) and the rules made
there under;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’)
and the rules made there under (Not applicable to the
Company during the audit period);
(iii) The Depositories Act, 1996 and the Regulations and
Bye-laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the
rules and regulations made there under to the extent of
Foreign Direct Investment, Overseas Direct Investment
and External Commercial Borrowings (Not applicable
to the Company during the audit period);
(v) The following Regulations and Guidelines prescribed
under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’):-
(a) The Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 (Not applicable to the Company
during the audit period);
(b) The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 1992
and Securities and Exchange Board of India
63
Anmol Industries Limited Annual Report 2016-17
(Prohibition of Insider Trading) Regulations, 2015
(Not applicable to the Company during the audit
period);
(c) The Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements)
Regulations, 2009 (Not applicable to the Company
during the audit period);
(d) The Securities and Exchange Board of India
(Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 and
The Securities and Exchange Board of India (Share
Based Employee Benefits) Regulations, 2014
(Not applicable to the Company during the audit
period);
(e) The Securities and Exchange Board of India (Issue
and Listing of Debt Securities) Regulations, 2008
(Not applicable to the Company during the audit
period);
(f) The Securities and Exchange Board of India
(Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Companies Act
and dealing with client (Not applicable to the
Company during the audit period);
(g) The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, 2009
(Not applicable to the Company during the audit
period); and
(h) The Securities and Exchange Board of India
(Buyback of Securities) Regulations, 1998 (Not
applicable to the Company during the audit period).
The other laws and rules, as informed and certified
by the management of the Company which are
specifically applicable to the Company based on their
sector/ industry, are:
1. The Factories Act, 1948;
2. The Trade Mark Act, 1999;
3. The Legal Metrology Act, 2009;
4. The Food Safety and Standards Act, 2009.
(vi) Some of other laws (as represented by the Company)
specifically applicable to the Company namely:-
(a) The Environment [Protection Act, 1986, Read with
the Environment (Protection) Rules, 1986];
(b) The Water (Prevention & Control of Pollution) Act,
1974 [Read with The Water (Prevention & Control
of Pollution] Rules, 1975 & Orissa Water {Prevention
and Control of Pollution] Rules, 1983, ;
(c) The Air (Prevention & Control of Pollution) Act,
1981 (Read with The Air (Prevention & Control of
Pollution) Rules, 1982 & Orissa Air (Prevention and
Control of Pollution) Rules, 1983);
I have also examined compliance with regard to the
Secretarial Standards issued by The Institute of Company
Secretaries of India.
During the period under review, the Company has generally
complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned above.
In respect of other laws specifically applicable to the
Company, I have relied on the information, explanations,
clarifications/records produced by the Company during
the course of my audit and the reporting is limited to that
extent.
I further report that:
The Board of Directors of the Company is duly constituted
with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes in the
composition of the Board of Directors that took place during
the period under review were carried out in compliance
with the provisions of the Act.
Adequate notice was given to all Directors in advance to
schedule the Board Meetings. Agenda and detailed notes
on agenda were sent in advance, and a system exists for
seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful
participation at the meeting.
All decisions at the Board Meetings and Committee Meetings
are carried out unanimously as recorded in the minutes of
64
meetings of the Board of Directors or Committee/s of the
Board, as the case may be.
I further report that as represented by the Company and
relied upon by me, there are systems and processes in
the company commensurate with the size and operations
of the company to monitor and ensure compliance with
applicable laws, rules, regulations and guidelines.
I further report that during the audit period:
i) Under scheme of an arrangement vide Order dated
03rd March, 2017 passed by Hon’ble National Company
Law Tribunal, Kolkata Bench, M/s. ANMOL BAKERS
PRIVATE LIMITED (CIN - U15419WB1999PTC090628)
and M/s. ANMOL BISCUITS LTD. (CIN -
U15412WB1993PLC060191) (collectively referred as
the Transferor Companies) were amalgamated with the
Company (M/s. ANMOL INDUSTRIES PRIVATE LIMITED)
and then Corporate Management & Treasury Division of
the Company was demerged into M/s. ANANT UDYOG
PRIVATE LIMITED (CIN - U15400WB2010PTC152792).
Post merger and demerger as aforesaid, the Company
vide Special Resolution passed by the Shareholders at
the Extra-Ordinary General Meeting held on 25th March,
2017 and duly approved by Registrar of Companies,
West Bengal, on 30th March, 2017, had converted itself
from a Private Limited to a Public Limited Company;
ii) The Company had also pursuant to the aforesaid
amalgamation, issued 12,357,708 Nos. of Equity Share
of INR 10/- each to the Shareholders of Transferor
Company i.e. Anmol Biscuits Limited;
iii) Before its amalgamation with the Company, M/s. ANMOL
BISCUITS LIMITED (CIN - U15412WB1993PLC060191)
vide Special Resolution passed in the Annual General
Meeting held on 02nd September, 2016, had bought
back 65,38,469 Numbers of Equity Shares of Rs.
10/- each aggregating to Rs. 6,53,84,690.00 from its
Members.
I further report that during the audit period save as aforesaid,
there were no instances, which the Company had entered
into and had a major bearing on the company’s affairs in
pursuance of the above referred laws, rules, regulations,
guidelines, standards, etc. referred to above for example:
i) Public/ Right/ Preferential issue of shares/ debentures/
sweat equity;
ii) Major decisions taken by the members in pursuance to
Section 180 of the Companies Act, 2013;
iii) Foreign technical collaborations.
For, Dash M & Associates,
Company Secretaries
MANOJIT DASH
Proprietor
Place: Kolkata Membership No.: ACS 21948
Date: C. P. No.: 15170
Note: This Report is to be read with my letter of even date
which is annexed as “Annexure 1” and forms an integral part
of this report.
65
Anmol Industries Limited Annual Report 2016-17
ANNEXURE – 1To,
The Members,
Anmol Industries Limited
Crescent Tower, 3rd Floor,
229, A.J.C. Bose Road, Kolkata - 700020
My report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility
of the management of the Company. My responsibility
is to express an opinion on these secretarial records
based on my audit.
2. I have followed the audit practices and process as were
appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records.
The verification was done on test basis to ensure
that correct facts are reflected in Secretarial records.
I believe that the process and practices I followed
provide a reasonable basis for our opinion.
3. I have not verified the correctness and appropriateness
of financial records and books of accounts of the
Company.
4. Where ever required, I have obtained the representation
of the Management about the compliance of laws,
rules and regulations and happening of events, etc.
5. The compliance of the provisions of corporate and
other applicable laws, rules, regulations, standards is
the responsibility of management. My examination was
limited to the verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance
as to the future viability of the Company nor of the
efficacy or effectiveness with which the management
has conducted the affairs of the Company.
For, Dash M & Associates,
Company Secretaries
MANOJIT DASH
Proprietor
Place: Kolkata Membership No.: ACS 21948
Date: C. P. No.: 15170
66
I REGISTRATION & OTHER DETAILS
i) CIN U15412WB2009PLC139597
ii) Registration Date 19/11/2009
iii) Name of the Company Anmol Industries Limited
iv) Category/Sub-category
of the Company
Company Limited by Shares
v) Address of the Registered office &
contact details
229, A.J.C.Bose Road,
Unit 3A, 3B, 3C & 3D,
Crescent Tower,
3rd Floor, Kolkata- 700020
Tel : 033-22801277
email : cs@anmolindustries.com
vi) Whether listed company (Yes/No) No
vii) Name, Address & contact details of the
Registrar & Transfer Agent, if any.
N.A.
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
% to total turnover
of the company
Nic Code Of
Product / Service
% to total turnover
of the company
1 Manufacture of Biscuits, Cakes and Rusks 100% 10712 100%
III PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES - N.A.
SL.
No.
Name & Address of the
Company
CIN/GLN Holding/ Subsidiary/
Associate
% of Shares Held Applicable
Section
NA.
ANNEXURE – DForm No. MGT-9
EXTRACT OF ANNUAL RETURNas on the financial year ended on 31st day of march, 2017
([Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules 2014]
67
Anmol Industries Limited Annual Report 2016-17
IV SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAK UP AS % TO TOTAL EQUITY) (i) Category-wise Share Holding
Category of Shareholders No. of Shares held at beginning of the year No. of Shares held at the end of the year % change
during the
year
Demat Physical Total % of Total
Shares
Demat Physical Total % of Total
Shares
A. PROMOTERS
(1) Indian
a) Individual / HUF 0 0 0 0.00 0 0 0 0.00 0.00
b) Central Govt. 0 0 0 0.00 0 0 0 0.00 0.00
c) StateGovt. (s) 0 0 0 0.00 0 0 0 0.00 0.00
d) Bodies Corp. 0 4660200 4660200 100.00 0 2131191 2131191 17.25 -2529009.00
e) Banks/ FI 0 0 0 0.00 0 0 0 0.00 0.00
f) Any Other…. 0 0 0 0.00 0 10226517 10226517 82.75 10226517.00
Sub-total 0 4660200 4660200 100.00 0 12357708 12357708 100.00 7697508.00
(2) Foreign
a) NRIs -Individuals 0 0 0 0 0 0 0 0 0
b) Other Individuals 0 0 0 0 0 0 0 0 0
c) Bodies Corp. 0 0 0 0 0 0 0 0
d) Banks / FI 0 0 0 0 0 0 0 0 0
e) Any Other…. 0 0 0 0 0 0 0 0 0
Sub-total 0 0 0 0.00 0 0 0 0.00 0
Total Shareholding of
Promoter (A) = (A)(1)+(A)(2)
0 4660200 4660200 100.00 0 12357708 12357708 100.00 7697508
B. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds 0 0 0 0 0 0 0 0 0
b) Banks/ FI 0 0 0 0 0 0 0 0 0
c) Central Govt. 0 0 0 0 0 0 0 0 0
d) State Govt(s) 0 0 0 0 0 0 0 0 0
e) Venture Capital Funds 0 0 0 0 0 0 0 0 0
f) Insurance Companies 0 0 0 0 0 0 0 0 0
g) FIIs 0 0 0 0 0 0 0 0 0
h) Foreign Venture
Capital Funds
0 0 0 0 0 0 0 0 0
i) Others(Specify) 0 0 0 0 0 0 0 0 0
Sub-total (B)(1) 0 0 0 0 0 0 0 0 0
68
Category of Shareholders No. of Shares held at beginning of the year No. of Shares held at the end of the year %
change
during
the year
Demat Physical Total % of
Total
Shares
Demat Physical Total % of
Total
Shares
(2) NON INSTITUTIONS
a) Bodies Corporates
i) Indian 0 0 0 0.00 0 0 0 0.00 0
ii) Overseas 0 0 0 0 0 0 0 0 0
b) Individuals
i) Individual shareholders
holding nominal share
capital upto C1 lakhs
0 0 0 0 0 0 0 0 0
ii) Individuals
shareholders holding
nominal share capital
in excess of C 1 lakhs
0 0 0 0 0 0 0 0 0
c) Others (Specify) 0 0 0 0 0 0 0 0 0
Sub-total (B)(2) 0 0 0 0.00 0 0 0 0.00 0
Total Public Shareholding
(B) = (B)(1)+(B)(2)
0 0 0 0.00 0 0 0 0.00 0
C. Shares held by Custodian
for GDRs & ADRs
0 0 0 0 0 0 0 0 0
Grand Total (A+B+C) 0 4660200 4660200 100 0 12357708 12357708 100.00 7697508
* Due to merger of Anmol Biscuits Limited and Anmol Bakers Private Limited with the Company, Opening Equity Shares
46,60,200 were cancelled and 12357708 equity shares have been issued and alloted as per the swap ratio in the valuation
report of the merger.
(ii) Share Holding of Promoters
Sl
No
Shareholders Name Shareholding at the
beginning of the year
Shareholding at the
end of the year
No. of
shares
% of total
shares
of the
company
% of shares
pledged/
encumbered
to total shares
No. of
shares
% of total
shares
of the
company
% of shares
pledged/
encumbered
to total shares
1 Anmol Biscuits Limited 4660200 100.00 0 0 0.00 0
2 Anmol Projects Pvt. Ltd. 0 0.00 0 123,199 1.00
3 Delta Nirman LLP 0 0.00 0 55,999 0.45
4 Anmol Hi-Cool LLP 0 0.00 0 35,572 0.29
5 Monarch Shelter Pvt. Ltd. 0 0.00 0 1,560,298 12.63
6 J4F Nutriplus Private Limited 0 0.00 0 28,000 0.23
7 Puneet Mercantiles LLP 0 0.00 0 8,399 0.07
8 SKG Land Developers LLP 0 0.00 0 319,724 2.59
9 Baijnath Choudhary and Family Trust 0 0.00 0 10,226,517 82.75
TOTAL 4660200 100.00 0 12357708 100.00 0
69
Anmol Industries Limited Annual Report 2016-17
(iii) Change in Promoters’ Shareholding (please Specify, if there is no change)
Sl
No
Shareholders Name Shareholding at the beginning of
the year
Cumulative Shareholding during
the year
No. of Shares % of total
shares of the
company
No. of Shares % of total
shares of the
company
At the beginning of the Year
Anmol Biscuits Limited 4660200 100 4660200 100
Baijnath Charitable and Family Trust 0 0 0 0
Anmol Projects Pvt. Ltd. 0 0 0 0
Delta Nirman LLP 0 0 0 0
Anmol Hi-Cool LLP 0 0 0 0
Monarch Shelter Pvt. Ltd. 0 0 0 0
J4F Nutriplus Private Limited 0 0 0 0
Puneet Mercantiles LLP 0 0 0 0
SKG Land Developers LLP 0 0 0 0
TOTAL 4660200 100 4660200 100
Change in Shareholding of Promoters
Due to the merger of its holding Company-
Anmol Bisccuits Limited with the Company
the shareholding of the Promoter-Anmol
Biscuits Limited has been reduced to 0.
0 0 0 0
At the end of the year
Baijnath Charitable and Family Trust 10226517 82.75 10226517 82.75
Anmol Projects Pvt. Ltd. 123199 1.00 123199 1.00
Delta Nirman LLP 55999 0.45 55999 0.45
Anmol Hi-Cool LLP 35572 0.29 35572 0.29
Monarch Shelter Pvt. Ltd. 1560298 12.63 1560298 12.63
J4F Nutriplus Private Limited 28000 0.23 28000 0.23
Puneet Mercantiles LLP 8399 0.07 8399 0.07
SKG Land Developers LLP 319724 2.59 319724 2.59
TOTAL 12357708 100 12357708 100
70
(v) Shareholding of Directors and Key Managerial Personnel:- No shareholding of the Directors in the Company
Sl
No
For Each of the
Directors and KMP
Shareholding at the beginning of
the Year
Cumulative Shareholding during
the year
No. of Shares % of total
shares of the
company
No. of Shares % of total
shares of the
company
At the beginning of the Year
TOTAL 0 0.00 0 0.00
Date-wise Increase/ Decrease in
Shareholding during the year specifying
the reasons for increase/ decrease (e.g.
allotment/ transfer/bonus/ sweat equity
etc.)
NO CHANGES DURING THE YEAR
At the end of the year
TOTAL 0 0.00 0 0.00
(iv) Shareholding Pattern of top Ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs): N.A.
Sl
No
For each of the Top 10 Shareholders Shareholding at the beginning of
the year
Shareholding at the
end of the year
No. of Shares % of total
shares of the
company
No. of Shares % of total
shares of the
company
At the beginning of the Year
TOTAL 0 0.00 0 0.00
Date-wise Increase/ Decrease in
Shareholding during the year specifying
the reasons for increase/ decrease (e.g.
allotment/ transfer/bonus/ sweat equity
etc.)
NO CHANGES MADE DURING THE YEAR
Sl
No
At the end of the year or on the date of
separation, if separated during the year
Shareholding at the end
of the year
Cumulative
Shareholding
No. of Shares % of total
shares of the
company
No. of Shares % of total
shares of the
company
At the end of the Year
TOTAL 0 0.00 0 0.00
71
Anmol Industries Limited Annual Report 2016-17
V INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment
Sl
No
Secured
Loans
excluding
deposits
Unsecured
Loans
Deposits Total
Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 3,246 - - 3,246
ii) Interest due but not paid 3 - - 3
iii) Interest accrued but not due 0 0
Total (i+ii+iii) 3,249 3,249
Change in Indebtedness during the financial year
Additions 8,243 3,458 11,702
Reduction
Net Change 3,458 3,458
Indebtedness at the end of the financial year
i) Principal Amount 11,493 3,458 14,951
ii) Interest due but not paid 2 2
iii) Interest accrued but not due 0 0
Total (i+ii+iii) 11,495 3,458 14,954
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Director and/or Manager: Please refer note below
Sl No
Particulars of Remuneration Name of the MD/WTD/Manager Total Amount (Rs.lakhs)
Bimal Kumar Choudhary
Biswanath Choudhary
Dilip Kumar Choudhary
Gobind Ram Choudhary
Baijnath Choudhary
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961.
180.39 180.39 180.42 180.24 120.24 841.68
(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961
- - - - - -
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961
- - - - - -
2 Stock option - - - -
3 Sweat Equity - - - -
4 Commission - -
as % of profit - - - -
others (specify) - - - -
5 Others, please specify - -
Total (A) 180.39 180.39 180.42 180.24 120.24 841.68
Ceiling as per the Act Within the Limit specified under the Companies Act, 2013
72
B. Remuneration to other directors
Sl
No
Particulars of Remuneration Name of the Directors Total Amount
(Rs.lakhs)Pranab Kumar
Maity
Pawan Kumar
Agarwal
1 Independent Directors
Fee for attending Board/ Committee Meetings 0.90 0.90 1.80
Commission - - -
Others, please Specify - - -
Total (1) 0.90 0.90 1.80
2 Other Non- Executive Directors
Fee for attending Board/ Committee Meetings - -
Commission - -
Others, please Specify - -
Total (2) - -
Total Managerial Remuneration 0.90 0.90 1.80
Overall Ceiling as per the Act Within the Limit specified under the Companies Act, 2013
Note:
(i) Since Anmol Biscuits Ltd. And Anmol Bakers Private Limited have been merged with Anmol Industries Limited, the
sitting fees paid to the Independent Directors and remuneration to the Managing Director and Whole Time Director
of both the companies are reflected in the Financial Statements of the Company.
(ii) Anmol Biscuits Ltd.
Independent Directors' sitting fees
Mamta Binani- Rs. 1.80 Lakhs
Sumit Malhotra-Rs 1.80 Lakhs
(iii) Anmol Bakers Private Limited
Independent Directors' sitting fees
Pawan Kumar Agarwal- Rs. 0.675 Lakhs
Pranab Kumar Maity- Rs 0.675 Lakhs
73
Anmol Industries Limited Annual Report 2016-17
VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCE:Sl
No
Type Section of the
Companies Act
Brief
Description
Details of Penalty
/ Punishment/
Compounding
fees imposed
Authority [RD /
NCLT/COURT]
Appeal made,
if any
(give Details)
A. COMPANY
Penalty
NILPunishment
Compounding
B. DIRECTORS
Penalty
NILPunishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
NILPunishment
Compounding
C. Remuneration to Key Managerial Personnel Other than MD/Manager/WTD
Sl
No
Particulars of Remuneration Key Managerial Personnel Total
Amount
(Rs.lakhs)
CEO Company
Secretary
CFO Others, if
Specified
1 Gross Salary
(a) Salary as per provisions contained in
section 17(1) of the Income Tax. 1961.
12.75 42.39 55.13
(b) Value of perquisites u/s 17(2) of the
Income tax Act, 1961
0 0 -
(c ) Profits in lieu of salary under section
17(3) of the Income Tax Act, 1961
0 0 -
2 Stock option 0 0 -
3 Sweat Equity 0 0 -
4 Commission -
as % of profit 0 0 -
others (specify) 0 0 -
5 Others, please specify -
Total 12.75 42.39 55.13
74
ANNEXURE – ECORPORATE SOCIAL RESPONSIBILITY
1. CORPORATE SOCIAL RESPONSIBILITY POLICY OF
ANMOL INDUSTRIES LIMITED (AIL) – OVERVIEW
The Company has its CSR Policy within broad scope
laid down in Schedule VII to the Act, as projects /
programmes / activities, excluding activities in its normal
course of business. The policy is duly approved by the
Board of Directors in its meeting held on 12.09.2017.
AIL’s APPROACH TO CSR:
I. The guiding principles of AIL’s CSR programmes
are “Community” and “Environment”. These guiding
principles shall run through all the approved CSR
projects, within the broad framework of Schedule
VII of the Companies Act, 2013.
II. Existing CSR projects of AIL such as Health Check
up Camp, Eye Check up Camp and other medical
camps are organized at several distinct places in
the state of West Bengal.
III. Provision of Drinking Water program and such
other projects which AIL decides to carry out
through its own internal team shall continue to be
supported by AIL.
IV. Initiatives have been taken to promote tribals and
minority education by providing financial assistance
to Implementing Agency.
OPERATIONAL PROCESS
Budgetary control: As per the CSR policy, a budget for
the approved projects and the projects in the pipeline
shall be placed before the CSR Committee. As and
when required, the actual expenditure vis- à-vis the
budget shall also be placed before the CSR Committee
for review.
Proposal for new CSR activity, as and when received,
shall be evaluated by CSR Committee, in terms of
propriety and social cost benefit in the backdrop of
the CSR policy of AIL. The evaluation may involve
inspection of documents, onsite visit, gathering of past
data on the project partner, profile of beneficiaries etc.
As stated above, report on utilization of funds allocated
for projects shall be prepared and put up to the CSR
Committee at quarterly intervals. This may involve
physical on ground inspection in selected cases.
CSR Philosophy
CSR at AIL is our sense of responsibility towards the
community and environment in which it operates.
The Company believes in conducting its business
responsibly, fairly and in a most transparent manner.
It continually seeks ways to bring about an overall
positive impact on the society and environment where
it operates. The Company is of the opinion that CSR
underlines the objective of bringing about a difference
and adding value in its stakeholders lives.
CSR Vision
a) Develop meaningful and effective strategies for
engaging with all the stakeholders.
b) Consult with local communities to identify effective
and culturally appropriate development goals.
c) Partner with credible organizations like trusts,
foundations etc. including non-governmental
organizations.
d) Take necessary measures for the promotion
of healthcare including preventive health care,
sanitation and making available safe drinking water
for general well being of the people.
e) To donate aids and appliances to the differently-
able persons.
f) To promote education and donate for promotion
of education and setting up related projects.
g) Contribution to Prime Minister’s National Relief
Fund and other funds set up by the Central
Government for socio economic development
and relief and welfare of the Scheduled Castes,
the Scheduled Tribes, other backward classes,
minorities and women.
h) To other activities as mentioned in the Schedule VII
of the Companies Act, 2013.
CSR IMPLEMENTATION:
During the financial year 2016-17, the CSR activities
shall be carried out by the Company through:
a) its own internal CSR team,
b) Various CSR implementing agencies:
75
Anmol Industries Limited Annual Report 2016-17
* Promoting Education
i. Friends for Tribals Society,
ii. Baijnath Chaudhary Charitable Trust
iii. Round Table 34 Trust
iv. Vivekanada Vidyavikash Parisad
v. Manav Mandir Mission Trust
vi. Shri Niwas Sewarth Niyasi
vii. Acme Tech
viii. G.M. Engineering Company
ix. Kasturba Balika Vidyalaya
x. S.D. Balvidya Enclave Khora
xi. Sarda Devi Bidyapith.
** Promoting Healthcare
i. Shree Vishudhanand Hospital & Research Institute.
ii. Lions Club Of Calcutta Kankurgachhi Netralaya &
Research Institute
iii. Dr. Hedgewar Smarak Samiti
*** Social Welfare
i. Kolkata Vastra Vevsai Seva Trust
****Animal Welfare
i. Akhil Bharat Goraksha Sansthan
ii. Rajasthan Gokalyan
***** Eradication of Hunger
i. Vishwa Jagriti Mission
ii. Anand Dham Ashram
iii. Shree Agarsen Foundation - Agrohadha
****** Promoting cultural activities:
i. Alpana
CSR COMMITTEE:
The Committee oversees corporate social
responsibility, corporate governance and other
business related matters referred by the Board or the
Chairman, as and when deemed necessary, for the
consideration and recommendation of the Committee.
This Committee also discharges the role of Corporate
Social Responsibility Committee under Section 135 of
the Companies Act, 2013 which includes formulating
and recommending to the Board, a Corporate Social
Responsibility (CSR) Policy indicating the activities to be
undertaken by the Company.
The Company has formed Corporate Social
Responsibility Committee as per the requirement
of section 135 of the Companies Act, 2013. The
Composition of the CSR committee is as follows:
Composition:
Mrs. Mamta Binani, Independent Director as
Chairperson;
Mr. Sumit Malhotra, Independent Director as Member;
Mr. Bimal Kumar Choudhary, Managing Director as
Member.
2. Average net profit of the Company for last three
financial year:
The average net profits are as detailed below:
Particulars (Rs.)
Net profit for the financial year
2015-16
90,28,95,884.00
Net profit for the financial year
2014-15
52,77,71,661.00
Net profit for the financial year
2013-14
28,28,82,958.00
Average net profits for last three
financial years
57,11,83,501.00
3. Prescribed CSR Expenditure (Two per cent of the
amount as in item 3 above)
Particulars (Rs.)
Prescribed CSR expenditure 1,14,23,670.00
4. Details of CSR spent during the financial year 2015-16.
Sr.
No.
Particulars (Rs.)
(a) Total amount spent during the
year
1,21,83,614.56
(b) Amount unspent of the last
financial year i.e. 2015-16 which
is to be spent in the current
financial year 2017-2018.
85,89,127.00
Note: Around Rs 85,89,127.00 is unspent during the
financial year 2015-16, a part of which has been spent
by the Company in the financial year 2016-17 and the
remaining portion shall be spent in the current financial
year 2017-2018.
76
Sr. No.
CSR project or activity identified
Sector in which the Project is covered
Projects or programs :
(1) Local area or other
(2) Specify the State and district where projects or
programs were undertaken.
Amount outlay
(budget) project or programs
wise(Rs.)
Amount spent on the projects
or programs Sub-heads:
(1) Direct expenditure
on projects or programs
(2) Overheads(Rs.)
Cumulative Expenditure
up to the reporting
period(Rs.)
Amount Direct or through implementing
agency*
1 Promoting Education
Education Kolkata, West Bengal.
78,96,120 78,96,120 78,96,120 Implementing Agency* and through
internal CSR team
2 Donation for School Bag
Education Kolkata, West Bengal.
1,03,500 1,03,500 79,99,626 Through internal CSR team.
3 Donation to School for Chair, Table
Promoting Education
West Bengal. 1,41,639 1,41,639 81,41,265 Through internal CSR team
4 Donation for School Stationery
Education Patna, Bihar, Hajipur 69,091.20 69,091.20 82,10,356 Through internal CSR team
5 Promoting Health Care (Eye Check up Camp)
Healthcare West Bengal. 2,99,374 2,99,374 85,09,730 By the Internal CSR team.
6 Promoting Health Care
Healthcare West Bengal 18,75,000 18,75,000 1,03,84,730 Through Internal CSR Team and Implementing
Agency**
7 Blood Donation Camp
Healthcare West Bengal 30,615 30,615 1,04,15,345 By the internal CSR Team
8 Eradicating Hunger Healthcare and Hunger Eradication
West Bengal. 2,93,270 2,93,270 1,07,08,615 Implementing Agency*****
9 Promoting Animal Welfare
Animal Welfare
West Bengal 4,50,000 4,50,000 1,11,58,615 Through Internal CSR Team and Implementing Agency****
10. Donation for the repairing of Buildings
Social Welfare
West Bengal. 10,00,000 10,00,000 1,21,58,615 Implementing Agency***
11. Promoting Cultural Activities
Cultural Activities
West Bengal. 25,000 25,000 1,21,83,615 Implementing Agency******
(c) Manner in which the amount spent during the financial year is detailed:
Place : Kolkata BIMAL KUMAR CHOUDHARY MAMTA BINANI
Date : 12-09-2017 Member (CSR Committee) Chairperson (CSR Committee)
5. Responsibility Statement
Pursuant to the provisions of section 135 of the Companies Act, 2013 read with Companies Rules (Corporate Social
Responsibility Policy) Rules, 2014, Mr. Bimal Kumar Choudhary, Member of CSR Committee & Mrs. Mamta Binani,
Chairperson CSR Committee, do confirm that the implementation and monitoring of CSR policy, is in compliance with
the CSR objectives and policy of the Company.
77
Anmol Industries Limited Annual Report 2016-17
ANNEXURE – FNOMINATION AND REMUNERATION COMMITTEE & POLICY:
In terms of Section 178 of the Companies Act, 2013 this
policy on Nomination and Remuneration of Directors,
Key Managerial Personnel (KMP) and Senior Management
of Anmol Industries Limited has been formulated by the
Nomination and Remuneration Committee (NRC) and
approved by the Board of Directors in its meeting held on.
This policy shall act as guidelines on matters relating to
the remuneration, appointment, removal and evaluation
of performance of the Directors, Key Managerial Personnel
and Senior Management.
The Board has the power to constitute / reconstitute the
Committee from time to time and applicable statutory
requirements. At present, the Nomination and Remuneration
Committee of the Company comprises of the following
members:
The Nomination and Remuneration Committee as on 31
March 2017 comprised of the following Directors:
1 Mr. Pawan Kumar Agarwal Chairperson
2 Mr. Pranab Kumar Maity Member
3 Mr. Ankit Choudhary Member
The broad terms of reference of the Nomination and
Remuneration Committee includes:
• Setup and composition of the Board, its Committees
and the leadership team of the Company comprising
Key Managerial Personnel (“KMP” as defined by the
Companies Act, 2013) and Executive Team (as defined by
the Committee);
• Formulationofthecriteriafordeterminingqualifications,
positive attributes and independence of a director and
recommend to the Board of Directors a policy relating
to the remuneration of the Directors, Key Managerial
Personnel and other employees;
• Formulationofcriteriaforevaluationofperformanceof
independent directors and the Board of Directors;
• EvaluationofperformanceoftheBoard,itsCommittees
and individual Directors;
• Remuneration for Directors, KMP, Executive Team and
other employees;
• OversightofthefamiliarisationprogrammeofDirectors;
• OversightoftheHRphilosophy,HRandPeoplestrategy
and key HR practices;
• DevisingapolicyondiversityofBoardofDirectors.
• DealwithsuchmattersasmaybereferredtobytheBoard
of Directors from time to time.
During the year under review, the Nomination and
Remuneration Committee held one (1) Meeting, dated 7th
March 2017 appointing Mr. Gobind Ram Choudhary.
Evaluation of Performance of the Board, its Committees
and Directors:
Pursuant to the provisions of the Companies Act, 2013, the
Board of Directors has carried out an annual evaluation of its
own performance and that of its Committees and individual
Directors. The performance of the Board and individual
Directors was evaluated by the Board seeking inputs from
all the Directors. The performance of the Committees was
evaluated by the Board seeking inputs from the Committee
members. The Nomination and Remuneration Committee
reviewed the performance of the individual Directors. A
separate meeting of independent Directors was also held
to review the performance of the Board, Non Independent
Directors and Chairman of the Company taking into
account the views of Executive Directors and Non-
Executive Directors. The criteria for performance evaluation
of the Board include aspects like Board composition and
structure, effectiveness of Board processes, information and
functioning etc. The criteria for performance evaluation of
78
Committees of the Board include aspects like composition
of Committees, effectiveness of Committee meetings,
committee dynamics etc., The criteria for performance
evaluation of the individual Directors include aspects
like contribution to the Board and Committee meetings,
professional conduct, roles and functions etc., In addition,
the performance of Chairman is also evaluated on the key
aspects of his roles and responsibilities.
Remuneration Policy:
The Company has adopted the Remuneration Policy as
required under the provisions of the Companies Act, 2013.
The broad objectives of the Policy are:
• To evaluate the performance of the members of the
Board and provide necessary report to the Board for
further evaluation of the Board;
• Torecommendto theBoardonRemunerationpayable
to the Directors, Key Managerial Personnel and Senior
Management;
• To provide to Key Managerial Personnel and Senior
Management reward linked directly to their effort,
performance, dedication and achievement relating to the
Company’s operations; and
• To retain, motivate and promote talent and to ensure
long term sustainability of talented managerial persons
and create competitive advantage.
• Toguide theBoard in relation to the appointment and
removal of Directors, Key Managerial Personnel and
Senior Management.
The Board of Directors on its own and/or as per the
recommendations of Nomination and Remuneration
Committee can amend this policy, as deemed fit from time
to time.
On behalf of the Board of Directors
Date: 12.09.2017 Chairperson
Regd. Office: 229, A.J.C. Bose Road, Crescent Tower, 3rd
Floor, Kolkata -700020
79
Anmol Industries Limited Annual Report 2016-17
ANNEXURE – G
Disclosure of particulars with respect to conservation of energy:
FORM-A
Power & Fuel Consumption:
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 and forming part of Board’s Report for the year ended 31 March 2017.
Sl.
No
Particulars Current
Year
Previous
Year
1) ELECTRICITY
a) Purchased ( KWH) 14,720,119 2,663,290
Total Amount 115,817,887 17,482,731.00
Rate/ Unit ( Rs.) 7.87 6.56
Own Generation Not
Ascertained
-
II) LPG/ PROPANE
Quantity Used (Kgs) 2,381,907 15,40,663
Total Cost 87,100,831 6,79,53,000
Ave. Rate ( Rs./Kg) 36.57 44.11
A. CONSERVATION OF ENERGY
Environmental sustainability is embedded in the Policy
of your Company. As part of long term sustainability,
your Company ensures that the products, packaging and
operations are safe for employees, consumers and the
environment. Your Company ensures this with a focus on
technologies, processes and improvements that matter for
the environment. Moreover, the Company gives highest
priority to ensure environmental friendly practices at all
factories and Offices. These include reduction in power
consumption, optimal water consumption and eliminating
excess use of paper.
(1) Some of the energy conservation measures undertaken
during 2016-17 are:
1. Improved insulation has helped in reducing the
heat requirement of ovens for baking.
2. Fuel combustion efficiency improved by installing
better efficiency and right sized burners in baking
ovens.
3. Variable frequency drives installed in baking to
reduce the power consumption.
4. Roof Top Solar Modules set up at the Bhubaneswar
Unit, which started its Commercial Productions
with effect from 30.03.2017
(2) Additional investments and proposals, if any, being
implemented for reducing energy consumption:
Your Company has already implemented the initiatives
stated above and will extend and expand them wherever
applicable. Additional investments has been planned for
2017-18 in various projects related to further savings in
energy consumption and use of alternate fuels. During
the Financial Year 2016-17, your Company had invested
Rs 2,84,36,921/- towards the roof top Solar Modules set
up at the Bhubaneswar Unit.
(3) Impact of measures at (1) and (2) above:
No remarkable reduction of energy consumption cost
made during the year under review.
80
Sl.
No
Particulars Current
Year
Previous
Year
III) PNG
Quantity Used (SCM) 3,675,496 -
Total Cost 113,725,523 -
Ave. Rate ( Rs./Therms) 30.94 -
IV) COAL TAR / DEHYDRATED COAL TAR
Quantity Used (Kgs) 1,064,303 -
Total Cost 31,144,220 -
Ave. Rate ( Rs./Kg) 29.26 -
V) FURNANCE OIL
Quantity Used (Ltr.) 2,519,292 40,444
Total Cost 68,571,420 20,97,000
Ave. Rate ( Rs./ltr) 27.22 51.84
VI) HSD OIL
Quantity Used (Ltr.) 130,665 -
Total Cost 7,296,010 -
Ave. Rate ( Rs./ltr) 55.84 -
VII) CONSUMPTION PER UNIT OF PRODUCTION
a) Biscuits Produced ( MT) 170,233.07 37,018.69
b) Cake Produced ( MT) 2,558.17 -
c) Cookies Produced ( MT) 160.40 -
d) Electricity per MT(Rs.) 669.64 472.27
e) LPG/PROPANE/COAL GAS/COAL TAR/FURNANCE OIL / HSD OIL - PER MT (Rs.) 1,779.91 1,892.27
Note: Anmol Industries production has been increased due to the merger of M/s. Anmol Biscuits Limited and M/s. Anmol
Bakers Private Limited.
81
Anmol Industries Limited Annual Report 2016-17
Technology absorption, adaptation and innovation
(a) Efforts in brief made towards absorption, adaptation
and innovation:
Various actions were initiated for up-gradation of
technology and automation in specific areas:
(i) Centralization of oven control by installing PLC,
VFD’s and pressure transducers on ovens has
helped with lesser manual interventions as well as
trending of critical parameters for better quality;
(ii) Research in the area of nutrition, analytical
techniques, ingredients, Packaging Materials,
Process Technology and Food Safety;
(iii) Interaction with various institutions and experts
to derive improvements in ingredients, Process
Technologies and Cost effective solution.
(b) Benefits derived as a result of the above:
The above initiatives resulted in improved productivity,
better energy utilization and reduced energy cost and
enhanced process and product quality.
(c) Details of imported technology:
Your Company has plan for importing technology in
future to make unique products which will bring out
an organoleptically superior range of biscuits. This will
help in improving consumer experience at optimum
cost.
B. TECHNOLOGY ABSORPTION
Research and Development (R&D):
Details of efforts made in technology absorption are as
follows:
1. Core areas of Research by the Company:
Your Company’s R&D function continues to focus
on development of organoleptic superior product
innovations, renovation of the current portfolio for
superior product experience, value engineering, new
claims development and validation for healthier product
range, building analytical excellence and regulatory
compliance for the portfolio.
2. Benefits delivered as a result of above R&D initiatives:
Core research areas will enable your Company to
innovate ahead of the market and competition, renovate
the products for superior value and organoleptic
experience, cost reduction while delivering the same
experience for profitable growth, and above all build a
very strong pipeline of innovation and organoleptically
superior products.
3. Future plan of action:
Your Company’s R&D function will continue to focus
on consumer insight based unique, differentiated yet
relevant organoleptic superior innovations, renovation
of the portfolio for better value and organoleptics,
science based healthier products and claim validation,
product portfolio for the new product categories &
adjacencies for the launch in coming years leading to
sustainable profitable share growth for your Company.
4. Expenditure on R&D:
No remarkable expenditure made on R & D during the
year under review.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Activities relating to exports:
(i) The Company actively pursued and secured new
export markets for its core products.
(ii) Total foreign exchange inward/outward, used and
earned: as per note 37(a) of the Financial Statement.
On behalf of the Board
Place: Kolkata Biswanath Choudhary
Date: 12.09.2017 Chairman
82
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83
Anmol Industries Limited Annual Report 2016-17
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84
To
The Members of
Anmol Industries Limited
Report on the Financial Statements
We have audited the accompanying Financial statements of
Anmol Industries Limited (“the Company”), which comprise
the Balance Sheet as at March 31, 2017, the Statement of
Profit and Loss, the Cash Flow Statement for the year then
ended, and a summary of the 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
generally accepted in India, including the Accounting
Standards specified under Section 133 of the Act. This
responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding of the assets of the company and
for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and the 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 thereunder. We conducted our audit in accordance
with the Standards on Auditing, as 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 the disclosures in the
financial statements. The procedures selected depend on
the auditors’ 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 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 the 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 qualified
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 financial
statements read together with notes thereon give the
information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs
of the Company as at 31st March, 2017, its profit and its cash
flows for the year ended on that date.
Emphasis of Matter
We draw attention to Note 40 of the financial statements
regarding amalgamation of Anmol Biscuits Limited and
Anmol Bakers Private Limited with the Company and
demerger of Corporate Management & Treasury Division
of the Company to Anant Udyog Private Limited pursuant
to the Scheme of Arrangement (‘the scheme’) sanctioned
INDEPENDENT AUDITOR’S REPORT
85
Anmol Industries Limited Annual Report 2016-17
by the National Company Law Tribunal and accounting
treatment being given effect to in these financial statements
pursuant to the said Scheme.
Our opinion is not modified in this respect.
Other Matter
Financial Statements for the previous year had been audited
by another firm of Chartered Accountants and reliance
has been placed by us on the opening figures and other
information incorporated in these Financial Statements.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor’s Report) Order,
2016 (“the Order”), issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Act,
and according to the information and explanations given to
us and also on the basis of such checks as we considered
appropriate, we give in the Annexure “A” a statement on the
matters specified in paragraphs 3 and 4 of the Order.
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 purpose of our audit;
b) In our opinion, proper books of account as required by
law have been kept by the Company so far as 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 by 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.
e) On the basis of the written representations received
from the directors as on March 31, 2017, taken on
record by the Board of Directors, none of the directors is
disqualified as on March 31, 2017, from being appointed
as a director in terms of section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial
controls over financial reporting of the Company and
the operating effectiveness of such controls, refer to
our separate Report in “Annexure B”.
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. As per representation received from the
management, impact of pending litigations (other
than those already recognized in the accounts) on
the financial position of the Company have been
disclosed in the financial statements as required in
terms of accounting standards and provisions of the
Act (Refer Note 30 of the financial statements);
ii. According to the information and explanations and
representation received, the Company does not
have any long-term contracts for which there were
any material foreseeable losses. As represented to
us, the company did not enter into any derivative
contracts;
iii. There are no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company.
iv. The Company has provided requisite disclosures in
the financial statements as to holdings as well as
dealings in Specified Bank Notes (Bank notes of
denominations of five hundred and one thousand
rupees existing on November 08, 2016) (SBN’s)
during the period from November 08, 2016 to
December 30, 2016. Based on audit procedures
and relying on the management representation we
report that the disclosure are in accordance with
books of account maintained by the Company and
as produced to us by the management. (Refer Note
No 43 of the financial statement).
For Lodha& Co.
Chartered Accountants
Firm’s ICAI Registration No.:301051E
R. P. Singh
Place: Kolkata Partner
Date:12.09.2017 Membership No: 052438
86
Annexure ‘A’ referred to in our report of even date
i) (a) The Company has maintained proper records
showing full particulars including quantitative details
and situation of fixed assets.
(b) The fixed assets are physically verified by the
management according to a phased programme
designed to cover all the items over a period of
three years, which in our opinion, is reasonable
having regard to the size of the Company and
nature of its assets. In respect of physical verification
of fixed assets so far carried out and reconciled with
the records, as explained discrepancies were not
material.
(c) According to the information and explanations
given to us, the title deeds of immovable property
are held in the name of the company except in
respect of the following which have been acquired
on amalgamation of various companies and are
pending transfer in favour of the Company:
(Rs. In lacs)
No. of
cases
Gross
Block
Net
Block
Land – Freehold 111 4,848.91 4,848.91
Land- Leasehold 9 1,912.55 1,844.31
Building 26 12,736.50 11,507.32
For the aforesaid purpose, land deed/ lease deed
has been taken as the basis for verification of self-
constructed building thereon.
ii) As informed, inventories except those lying with
converters have been physically verified by the
management at the end of the year. In case of
inventories lying with converters and third parties,
these have been considered based on the confirmation
received from them. In our opinion and according to
the information and explanations given to us, frequency
of such verification is reasonable. As far as ascertained,
discrepancies noticed on physical verification of
inventory were not material as compared to the book
records and these have been properly dealt with in the
books of account.
iii) According to the information and explanations given to
us, the Company has not granted any loans, secured
or unsecured, to any company, firms, limited liability
partnership or other parties covered in the register
maintained under section 189 of the Act. Accordingly,
the provisions of Clause 3 (iii) of the Order are not
applicable to the Company.
iv) According to the information and explanations given to
us, the Company has complied with the provisions of
Section 185 and 186 of the Act with respect to loans and
guarantee given and investments made.
v) The Company has not accepted any deposits from
public and accordingly, the provisions of Clause 3 (v) of
the Order are not applicable to the Company.
vi) According to the information and explanation given
to us, the Central Government has not prescribed for
maintenance of cost records under section 148(1) of
the Act and therefore clause 3(vi) of the Order is not
applicable to the Company.
vii) (a) According to the information and explanations given
to us,the Company is generally regular in depositing
with the appropriate authorities undisputed statutory
dues including Provident Fund, Employee’s State
Insurance, Sales Tax, Service Tax, Value added Tax,
Customs Duty, Excise Duty, Cess and other material
statutory dues applicable to it. According to the
information and explanations given to us, there
are no undisputed amounts payable in respect of
aforesaid dues for a period of more than six months
from the date they become payable.
(b) According to the information and explanations
ANNEXURE ‘A’ TO INDEPENDENT AUDITOR’S REPORT
87
Anmol Industries Limited Annual Report 2016-17
given to us, there are no dues of Income tax, Sales Tax, Value added Tax, Service Tax, Customs Duty, Excise Duty and
Cess which have not been deposited on account of dispute except as given below:
Name of the Statute Nature of the
Dues
Amount *
(In Lacs)
Period to which the
amount relates
Forum where dispute is
pending
The Central Excise Act,
1944
Excise Duty 63.58 2006-07 Appellate (Tribunal)
CENVAT Credit 99.66 March 2007 to May
2007
Commissioner of Central
Excise
CENVAT Credit 8.16 2008-09 Commissioner of Central
Excise
CENVAT Credit 58.96 2013-14 & 2014-15 Assistant Commissioner
Service Tax
Credit
27.51 Jan 2005 to Sep 2007 CESTAT
Excise Duty 187.28 2010-11 CESTAT, Allahabad
The West Bengal Value
Added Tax Act 2003
Value Added Tax 9.10 2011-13 Revisional Board
Bihar Value Added Tax
Act, 2005
Value Added Tax 2.20 2014-15 Joint Commissioner, Appeals
(Office of the Commercial Tax)
UP Sales Tax Sales tax
(including
penalty)
383.81 2006-07,
2007-08
Hon’ble Supreme Court of
India
Sales tax 0.80 2008-09 Tribunal (Appeals) Commercial
Tax, Noida
Sales tax 173.95 2014-15 Additional Commissioner
(Appeals) Commercial Tax,
Noida
Punjab Value Added
Tax Act, 2005
Sales Tax
including penalty
221.07 2005-06 Excise & Taxation
Commissioner, Patiala (since
set aside) (Note)
Income Tax Act, 1961 Income Tax 5.59 2002-2003, 2003-2004
and 2006-2007 to
2008-2009
Deputy Commissioner of
Income Tax
* excluding interest and penalty amount in respect of which amount is not ascertainable.
viii) In our opinion and according to the information and
explanations given to us, the company has not defaulted
in repayment of borrowings from banks. The Company
has no loans or borrowings from financial institutions,
government or debenture holders during the year.
ix) The Company, during the year has raised term loans
from banks and according to the information and
explanations given to us, these have been applied for
the purpose for which the same were obtained. The
Company has not raised monies by way of public offer.
x) During the course of our examination of the books of
account carried out in accordance with the generally
accepted auditing practices in India, we have neither
come across any incidence of fraud on or by the
Company, nor have we been informed of any such case
by the management.
88
xi) According to the information and explanations given
to us, the managerial remuneration paid or provided
during the year was in accordance with provisions of
Section 197 read with Schedule V to the Act.
xii) In our opinion and according to the information and
explanations given to us, the Company is not a Nidhi
Company and accordingly, the provision of Clause 3(xii)
of the Order is not applicable to the Company.
xiii) According to the information and explanations given
to us, the Company is in compliance with Section 188
and 177 of the Act, where applicable, for all transactions
with the related parties and the details of related party
transactions have been disclosed in the financial
statements as required in terms of the applicable
accounting standards.
xiv) During the year, the Company has not made any
preferential allotment or private placement of shares or
fully or partly convertible debentures and accordingly,
the provision of Clause 3(xiv) of the Order is not
applicable to the Company.
xv) According to the information and explanations given to
us and based on our examination of the records, during
the year, the Company has not entered into any non-
cash transactions with directors or persons connected
with the directors.
xvi) According to the information and explanations given to
us, the Company is not required to be registered under
section 45-IA of the Reserve Bank of India Act, 1934.
For Lodha& Co.
Chartered Accountants
Firm’s ICAI Registration No.:301051E
R. P. Singh
Place: Kolkata Partner
Date:12.09.2017 Membership No: 052438
‘Annexure B’ referred to in our report of even date
ANNEXURE ‘B’ TO INDEPENDENT AUDITOR’S REPORT
Report on the Internal Financial Controls under Clause (i) of
Sub-section 3 of Section 143 of the Companies Act, 2013
(“the Act”)
We have audited the internal financial controls over financial
reporting of Anmol Industries Limited (“the Company”) as at
March 31, 2017 in conjunction with our audit of the Financial
statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing
and maintaining internal financial controls based on the
internal control over financial reporting criteria established
by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting issued
by the Institute of Chartered Accountants of India (ICAI).
These responsibilities include the design, Implementation
and maintenance of adequate internal financial controls
that were operating effectively for ensuring the orderly
and efficient conduct of its business, including adherence
to company’s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely
preparation of reliable financial information, as required
under the Act.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s
internal financial controls over financial reporting based on
our audit. We conducted our audit in accordance with the
Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting (the “Guidance Note”) and the Standards
89
Anmol Industries Limited Annual Report 2016-17
on Auditing, issued by ICAI and deemed to be prescribed
under section 143(10) of the Act, to the extent applicable to
an audit of internal financial controls, both applicable to an
audit of Internal Financial Controls and, both issued by the
ICAI. Those Standards and the Guidance Note require that
we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting
was established and maintained and if such controls
operated effectively in all material respects.
Our audit involves performing procedures to obtain audit
evidence about the adequacy of the internal financial
controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over
financial reporting included obtaining an understanding of
internal financial controls over financial reporting, assessing
the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal
control based on the assessed risk. The procedures selected
depend on the auditor’s judgment, including the assessment
of the risks of material misstatement of the financial
statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit
opinion on the Company’s internal financial controls system
overfinancial reporting.
Meaning of Internal Financial Controls Over Financial
Reporting
A company’s internal financial control over financial reporting
is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.
A company’s internal financial control over financial
reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2)provide
reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are
being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of
the company’s assets that could have a material effect on
the financial statements.
Inherent Limitations of Internal Financial Controls Over
Financial Reporting
Because of the inherent limitations of internal financial
controls over financial reporting, including the possibility
of collusion or improper management override of controls,
material misstatements due to error or fraud may occur and
not be detected. Also, projections of any evaluation of the
internal financial controls over financial reporting to future
periods are subject to the risk that the internal financial
control over financial reporting may become inadequate
because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects,
an adequate internal financial controls system over financial
reporting and such internal financial controls over financial
reporting were operating effectively as at March 31, 2017,
based on the internal control over financial reporting criteria
established by the Company considering the essential
components of internal control stated in the Guidance
Note on Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered Accountants
of India.
For Lodha& Co.
Chartered Accountants
Firm’s ICAI Registration No.:301051E
R. P. Singh
Place: Kolkata Partner
Date:12.09.2017 Membership No: 052438
90
(I in Lakhs)
NoteAs at
31.03.2017As at
31.03.2016 I. EQUITY AND LIABILITIES Shareholders' Funds
Share Capital 2 1,235.77 466.02 Reserves and Surplus 3 67,387.66 13,654.65 Non-Current LiabilitiesLong-term borrowings 4 5,486.70 736.44 Deferred tax liabilities (Net) 5 458.63 411.41 Other Long term liabilities 6 19.21 Long term provisions 7 292.28 16.11 Current LiabilitiesShort-term borrowings 8 7,075.16 2,082.02 Trade Payables 9(i) Dues of micro enterprises and small enterprises 144.60 - (ii) Dues of creditors other than micro enterprises and small enterprises 3,926.13 648.34 Other current liabilities 10 5,877.04 719.74 Short-term provisions 11 1,005.17 640.11 Total 92,908.35 19,374.84
II. ASSETS:Non-current AssetsFixed assets 12A
Tangible assets 35,106.60 5,882.75 Intangible assets 13.68 0.00 Capital work-in-progress 12A 970.18 - Goodwill on Amalgamation 12B 47,600.54 -
Non-current investments 13A 360.92 372.50 Long-term loans and advances 14 464.52 148.35 Other non-current assets 15 982.47 413.00 Current AssetsCurrent Investment 13B - 7,946.26 Inventories 16 3,355.17 583.79 Trade receivables 17 305.82 71.02 Cash and Bank Balances 18 1,444.51 2,619.08 Short-term loans and advances 19 1,629.55 631.58 Other current assets 20 674.39 706.51 Total 92,908.35 19,374.84
Balance Sheet as at 31st March, 2017
Significant Accounting policies [Note No 1] and other notes form an integral part of the Financial Statements.
This is the Balance Sheet referred to in our report of even date.
For Lodha & Co. For and on behalf of the BoardChartered Accountants
R.P.Singh Biswanath Choudhary Bimal Kumar Choudhary Dilip Kumar ChoudharyPartner (Chairman) (Managing Director) (Vice Chairman)
Place: Kolkata Poonam Chandra Tibrewal Brundaban BeheraDate: 12.09.2017 (Chief Financial Officer) (Company Secretary)
91
Anmol Industries Limited Annual Report 2016-17
(I in Lakhs)
Particulars NoteYear ended 31.03.2017
Year ended 31.03.2016
I. Revenue:
Revenue from operations (Gross) 123,679.54 29,293.16
Less: Excise Duty 950.15 51.47
Revenue from operations (Net) 21 122,729.39 29,241.69
Other Income 22 368.76 80.56
Total 123,098.15 29,322.25
II. Expenses:
Cost of Materials Consumed 23 84,653.00 15,950.20
Purchases of Stock-in-trade 24 50.49 307.08
Changes in Inventories of Finished Goods, Work in progress and Stock-in-trade - (Increase)/ Decrease
25 35.40 (67.76)
Employee benefits expense 26 5,246.45 347.91
Finance Costs 27 814.32 259.30
Depreciation and Amortization expenses 28 2,097.18 622.08
Other Expenses 29 19,159.67 3,022.39
Total 112,056.51 20,441.19
III. Profit before Tax and Exceptional Items 11,041.64 8,881.06
Exceptional Items 41 2,041.88 -
IV. Profit before tax from Continuing operations 8,999.75 8,881.06
V. Tax expense:
Current Tax 3,179.96 3,183.38
Tax Related to Earlier Years 9.41 0.41
MAT Credit Entitlement - (2.08)
Deferred Tax - Charge / (Credit) 5 (587.70) 16.26
2,601.67 3,197.95
VI. Profit for the year from Continuing operations 6,398.08 5,683.11
VII. Profit from discontinuing operations 42 1,353.79 147.93
VIII. Tax expense of discontinuing operations 42 229.43 (83.31)
IX. Profit after Tax from discontinuing operations 1,124.35 231.24
X. Profit for the year 7,522.43 5,914.35
XI. EARNING PER EQUITY SHARE: 34
Equity Share of par value of I 10/- each
Basic and Diluted (From Continuing Operations) 51.77 121.95
Basic and Diluted (Total) 60.87 126.91
Statement of Profit and Loss for the year ended 31st March, 2017
Significant Accounting policies [Note No 1] and other notes form an integral part of the Financial Statements.
This is the Balance Sheet referred to in our report of even date.
For Lodha & Co. For and on behalf of the BoardChartered Accountants
R.P.Singh Biswanath Choudhary Bimal Kumar Choudhary Dilip Kumar ChoudharyPartner (Chairman) (Managing Director) (Vice Chairman)
Place: Kolkata Poonam Chandra Tibrewal Brundaban BeheraDate: 12.09.2017 (Chief Financial Officer) (Company Secretary)
92
(I in Lakhs)
Particulars Year ended 31.03.2017 Year ended 31.03.2016
A. CASH FLOW FROM OPERATING ACTIVITIES:
Net Profit before taxes 10,353.54 9,028.99
Adjustments for:
Depreciation and amortisation expenses 2,110.04 622.08
Provision for Doubtful Debt 12.03 -
Provision for Slow Moving Materials 12.75 -
Provision For Doubtful Advances 22.00 -
Provision for Diminution in value of Current Investmment - 285.88
Provision for Indirect taxes 897.91
Provision written back on current investment (285.88) -
Bad Debt 2.63 -
(Profit) / Loss on Sale / Discard of Fixed Assets 0.14 0.01
Interest Credited (661.90) (127.00)
Finance Costs 825.30 259.30
Profit on sale of Investment (694.64) (41.74)
Liabilities no longer required written back (2.96) (2.06)
Dividend Income (102.34) 2,135.09 (70.89) 925.58
Operating Profit before Working Capital Changes 12,488.62 9,954.57
Adjustments for Changes in Working Capital:
(Increase)/ Decrease in Trade and Other Receivables (19.04) 109.00
(Increase)/ Decrease in Inventories 124.86 73.61
Increase/ (Decrease) in Other Current Liabilities 1,541.23 112.51
Increase/ (Decrease) in Trade Payables and Provisions (407.00) 1,240.05 (41.92) 253.19
Cash Generated from Operations 13,728.67 10,207.76
Taxes paid (net) (3,881.74) (1,895.31)
Net Cash from Operating Activities 9,846.93 8,312.45
B. CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets/ movements in Capital work-in-progress/
Capital Advances (4,555.30) (208.15)
Sale of Fixed Assets 88.88 1.36
(Purchase)/ Sale of Investments (6,958.51) (7,711.72)
Loan (given) / Recovered to / from body Corporate (1,872.29) 50.00
Fixed Deposit Matured / (Taken) 3,335.98 (2,010.00)
Interest Received 819.94 127.00
Dividend Received 102.34 (9,038.95) 70.89 (9,680.63)
Net Cash Used in Investing Activities (9,038.95) (9,680.63)
Cash Flow Statement Statement for the year ended 31st March, 2017
93
Anmol Industries Limited Annual Report 2016-17
(I in Lakhs)
Particulars Year ended 31.03.2017 Year ended 31.03.2016
C. CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from Borrowings 156.46 2,484.04
Buyback of shares (653.85)
Interest Paid (845.43) (260.82)
Dividend Paid - (466.02)
Tax on Dividend - (1,342.81) (94.87) 1,662.33
Net Cash from / (Used) in Financing Activities (1,342.81) 1,662.33
Net Increase / (Decrease) in Cash and Cash Equivalents (A+B+C) (534.83) 294.15
Opening Balance of Cash and Cash Equivalents (Refer Note 18) 609.08 314.93
Opening Balance of Cash and Cash Equivalents acquired on account
of Scheme of arrangement ( Refer Note : 40A(a)) 222.08
Closing Balance of Cash and Cash Equivalents (Refer Note.18) 296.33 609.08
Cash Flow Statement Statement for the year ended 31st March, 2017
Note:
i) The Cash Flow Statement has been prepared under the “Indirect Method” set out in Accounting Standard - 3 on “Cash
Flow Statement”.
ii) Cash Flow from discontinue operation has been given in note 42 (c).
This is the Cash Flow statement referred to in our report of even date.
For Lodha & Co. For and on behalf of the Board
Chartered Accountants
R.P.Singh Biswanath Choudhary Bimal Kumar Choudhary Dilip Kumar Choudhary
Partner (Chairman) (Managing Director) (Vice Chairman)
Place: Kolkata Poonam Chandra Tibrewal Brundaban Behera
Date: 12.09.2017 (Chief Financial Officer) (Company Secretary)
94
Notes on financial statements for the year ended 31st March, 2017
1. SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Preparation of Financial Statements
The financial statements are prepared under historical cost convention in accordance with the provisions of Companies
Act, 2013 (‘the Act’) and accounting standards as prescribed under Section 133 of the Act. Accounting policies, unless
specifically stated to be otherwise, are consistent and are in consonance with generally accepted accounting principles.
b. Use of Estimates
The preparation of the financial statements require management to make estimates and assumptions that affect the
reported amount of assets and liabilities and disclosures relating to contingent liabilities as at the Balance Sheet date
and the reported amounts of income and expenses for the relevant year. Differences between the actual results and
estimates are recognized in the year in which the results are known / materialized.
c. Fixed Assets (Property, Plant & Equipment) (PPE)
PPE are stated at cost or at fair value in respect of assets acquired as per Scheme of arrangement less accumulated
depreciation thereon. Cost comprises cost of acquisition or construction and subsequent improvements thereto
including non-refundable taxes and duties, freight and other incidental expenses relating to acquisition/ installation.
As per revised Accounting Standard (AS-10) on PPE effective from 01.04.2016, the Company has opted to adopt the Cost
Model as prescribed therein for all class of assets.
Capital work in progress includes pre-operative expenses, cost of assets to be installed, construction and erection
materials etc.
d. Intangible Assets
Cost incurred for acquiring intangible assets including computer software are capitalized and stated at cost of acquisition
less accumulated amortization thereon.
d. Depreciation
Depreciation is provided, on assets having been put into use, in the following manner:
Tangible Assets:
i. Premium on leasehold land is amortized over the period of respective lease.
ii. Except as stated in (i) above, depreciation on PPE is provided on Straight Line Method at the rates determined with
reference to the useful life as specified in Schedule II of the Companies Act’ 2013.
iii. For the purpose of (ii) above, residual value of tangible assets, where considered, has been considered to be equivalent
to five percent of the original cost of respective assets.
Intangible Assets
Computer software is amortized over a period of 3 years, using straight line method.
e. Impairment
PPE are reviewed at each balance sheet date for impairment. In case events and circumstances indicate any impairment,
recoverable amount of PPE is determined. An impairment loss is recognised, whenever the carrying amounts of assets
either belonging to Cash Generating Unit (CGU) or otherwise exceeds recoverable amount. The impairment loss so
recognized is reversed if there has been change in the recoverable amount and such loss either no longer exists or has
decreased. Impairment loss / reversal thereof is adjusted to the carrying value of the respective assets, which in case of
CGU, are allocated to its assets on a pro-rata basis.
95
Anmol Industries Limited Annual Report 2016-17
Notes on financial statements for the year ended 31st March, 2017
f. Investments
Non-current investments are stated at cost less provision, if any for diminution in value other than temporary in nature.
Current Investments are valued at lower of cost and fair value.
g. Inventories
Inventories are valued at cost or net realisable value whichever is lower.
Cost for the purpose of raw materials, packing materials and stores and spares and consumables comprise of the
respective purchase costs including inward freight and non-reimbursable duties and taxes.
Cost in respect of finished goods represent material, labour, other direct cost and appropriate overheads and excise duty,
where applicable.
For the above purposes, Cost of inventories are determined on Weighted Average basis.
Provision for inventory obsolescence is made wherever considered necessary and the same is assessed regularly.
h. Borrowing Cost
Borrowing costs incurred in relation to the acquisition/construction of qualifying assets are capitalised as the part of the
cost of such assets. Capitalisation of borrowing costs are ceased when substantially all the activities necessary to prepare
the qualifying asset for its intended use or sale are complete. Other borrowing costs are charged as an expense in the
year in which these are incurred.
i. Foreign Currency Transactions
Transactions in foreign currencies are accounted for at the exchange rate prevailing as on the date of the transaction.
Foreign currency monetary assets and liabilities at the year end are translated using closing rates. The loss or gain thereon
and also on the exchange differences on settlement of the foreign currency transaction during the year are recognized
as income or expenses in the Statement of Profit and Loss.
j. Revenue Recognition
Revenue from sales of goods are recognised on transfer of significant risk and rewards of ownership on delivery to the
buyers in terms of agreement with them.
Sales are net of sales tax and sales returns thereagainst.
Dividend income is accounted for in the year in which the right to receive the same is established.
Interest on investments and deposits is booked on a time-proportion basis taking into account the amounts invested and
the rate of interest.
k. Government Grants
Government grants are recognised when there is reasonable assurance of compliance of related conditions and
realizability thereof are established.
Capital Grants are credited to Capital Investment Subsidy Reserve and the amount equivalent to the depreciation provided
against the relevant assets is transferred therefrom to the Statement of Profit and Loss.
Revenue grants are either credited to other Income or deducted from the related expenses.
l. Employee Benefit
Employee benefits are accrued in the year services are rendered by the employees.
96
Notes on financial statements for the year ended 31st March, 2017
Contribution to the defined contribution schemes such as Provident Fund etc are recognized as and when incurred.
Long term employee benefits under defined benefit schemes such as contribution to gratuity, leave etc are determined
at close of the year at present value of the amount payable using actuarial valuation techniques.
Actuarial gain and losses are recognized in the year when they arise.
m. Taxation
Provision for current income tax is made on taxable income using the applicable tax rates and tax laws. Deferred tax
arising on account of timing differences and which are capable of reversal in one or more subsequent periods, is
recognised using the tax rates and tax laws that have been enacted or substantively enacted. Deferred tax assets are not
recognised unless there is a reasonable certainty that sufficient future taxable income will be available against which such
deferred tax asset will be realized. In case of carried forward unabsorbed depreciation and tax losses, deferred tax assets
are recognized only if there is virtual certainty that such deferred tax assets can be realized against future taxable profits.
n. Leases
Lease rentals incurred/earned in respect of operating leases are recognised as expense/income in the statement of profit
and loss as per the terms and conditions of the respective agreements.
o. Provision, Contingencies and Contingent Assets
Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation
as a result of past events, and it is probable that there will be an outflow of resources and a reliable estimate can be made
of the amount of the obligation. Contingent liabilities are not provided for and are disclosed by way of notes. Contingent
Assets are neither recognized nor disclosed in the financial statement.
97
Anmol Industries Limited Annual Report 2016-17
Notes on financial statements for the year ended 31st March, 2017
2(b) The Company has only one class of Equity Share having par value of I10/- per share. Each holder of Equity Share is
entitled to one vote per share. In the event of liquidation of the Company, the holders of the Equity Shares will be
entitled to receive remaining assets of the Company, after distribution of all preferential amounts, in proportion to the
number of equity shares held by them.
2(e) Authorised Capital has increased pursuant to Scheme of arrangement referred to in note no. 40 (A)
2(f) In terms of the resolution dated 2nd September,2016 passed by the shareholders of erstwhile ABL, 65,38,469 equity
shares have been bought back at Rs. 10 each and I 653.85 lakhs payable in this respect have been considered as a
liability and impact thereof including resultant capital redemption reserve etc has been given effect to on recognition of
amalagamation of ABL with the Company in terms of the relevant accounting standard and the scheme of arrangement
dealt hereunder in Note 40.
2(g) The Board of Directors has recommended payment of dividend @ 50% (I 5 per equity share) on the paid-up share
capital of the company for the financial year 2016-2017 subject to approval of members at the ensuing Annual General
Meeting.
2(a) (I in Lakhs)
ParticularsNote As at
31st March 2017
As at
31st March 2016
Authorised Capital:
43,000,000 (Previous Year 5,000,000) Equity Shares of
I10/- each 4,300 500
Issued, Subscribed and Paid up:
1,23,57,708 Equity Shares of I10/- each fully paid up
(Previous Year 46,60,200 Equity Shares) 40(A)(b) 1,235.77 466.02
2. ShARE CAPITAL
2(c) Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period
Sl
No.Particulars
Note As at
31st March 2017
As at
31st March 2016
Number of Shares Number of Shares
a Shares outstanding at the beginning of the year 4,660,200 4,660,200
b Shares Issued during the year * 40(A)(b) 12,357,708 -
c Shares adjusted on account of Scheme of
arrangement 40(A)(c) 4,660,200 -
d Shares outstanding at the end of the year 12,357,708 4,660,200
* Shares issued for consideration other than Cash.
2(d) Details in respect of shares in the company held by each shareholder holding more than 5 percent shares :
Sl
No.Particulars
Note As at
31st March 2017
As at
31st March 2016
Number of Shares Number of Shares
1 Anmol Biscuits Limited (ABL) - 4,660,200
2 Baijnath Choudhary & Family Trust 10,226,517 -
3 Monarch Shelter Private Limited 1,560,298 -
98
Notes on financial statements for the year ended 31st March, 2017
3. RESERVES AND SURPLUS (I in Lakhs)
ParticularsNote As at
31st March 2017
As at
31st March 2016
Securities Premium Reserve
At the beginning of the Year 255.00 255.00
Add: Shares Issued in terms of Scheme of arrangement 40(A)(b) 136,944.23 -
Less: Cancellation of Shares in terms of Scheme of
arrangement 40(A)(c) 51,723.98 -
Less: Adjustment on account of De-merger of CMT
division in terms of Scheme of arrangement 40(B)(ii) 27,099.80 -
Less: Amortization of goodwill 12B 11,900.13 -
At the End of the Year 46,475.32 255.00
Capital Investment Subsidy Reserve
At the beginning of the Year 682.50 782.50
Add: Transfer on Scheme of arrangement 40(A)(a) 30.00 -
Add: Addition during the year 3.1 200.00 -
Less : Transferred to Statement of Profit and Loss 28 239.70 100.00
At the End of the Year 672.80 682.50
General Reserve
At the beginning of the Year - -
Add: Transferred from Surplus 1,000.00 -
At the End of the Year 1,000.00 -
Surplus:
At the beginning of the Year 12,717.12 7,363.69
Add: Profit for the Year as per the Statement of Profit
and Loss 7,522.43 5,914.35
Amount available for Appropriation 20,239.55 13,278.04
Appropriations:
Less: Dividend Paid - I Nil/- per equity share (Previous
year 1/- per equity share) - 466.02
Less: Dividend Distribution Tax on Dividend Paid - 94.87
Less: Amount transferred to General Reserve 1,000.00 -
1,000.00 560.89
At the End of the Year 19,239.55 12,717.15
TOTAL 67,387.66 13,654.65
3.1 Capital Investment Subsidy pertaining to Company’s plant at Anapatna amounting to I 200.00 lakhs ( Previous year Nil)
has been accured, pending filing for application.
99
Anmol Industries Limited Annual Report 2016-17
Notes on financial statements for the year ended 31st March, 2017
4. LONG TERM BORROWINGS (I in Lakhs)
ParticularsNote As at
31st March 2017
As at
31st March 2016
Secured
Term Loan
From Banks
Gross Outstanding Amount 4 (a to h) 7,526.12 1,163.94
Less: Current Maturities of Long Term Debt 10 2,039.42 5,486.70 427.50 736.44
Unsecured
From Banks
Gross Outstanding Amount 4 (i) 350.00 -
Less: Current Maturities of Long Term Debt 10 350.00 - - -
Sub Total I 5,486.70 736.44
TOTAL 5,486.70 736.44
4 (a) Rupee Term loan from Hongkong and Sanghai Banking Corporation Ltd. (HSBC) amounting to I 6297.50 lakhs (I1470.00
lakhs as on 31.03.2017 being current maturities of the loan included under other current liabilities) outstanding at the
end of the Year, has been secured by way of first pari passu charge on the entire moveable plant and machinery,
tools and accessories and other moveable fixed assets both present and future pertaining to Dankuni, West Bengal
, second pari passu charge on the entire stocks of raw materials, semi finished goods and book debts both present
and future pertaining to Dankuni, West Bengal , charge on immovable property at Dankuni, West Bengal, charge on
entire moveable plant and machinery, tools and accessories and other moveable fixed assets both present and future
of Anlapatna (Orissa) Plant, leasehold immovable properties both present and future of Anlapatna (Orissa) Plant and
personal guarantee of three directors of the Company. The applicable Rate of Interest in respect of above Rupee Term
Loan is 8.50% - 9.45% per annum.
Repayment schedule of above Term Loans from HSBC is as follows:
(i) Rupee Term Loan of I1930.00 lakhs is repayable in 16 quarterly installments of I 120.62 lakhs each starting from
25.06.2016.
(ii) Rupee Term Loan of I 800.00 lakhs is repayable in 16 equal quarterly installments of I 50.00 lakhs each starting
from 22.09.2016.
(iii) Rupee Term Loan of I 500.00 lakhs is repayable in 16 equal quarterly installments of I 31.25 lakhs each starting
from 30.11.2016.
(iv) Rupee Term Loan of I 500.00 lakhs is repayable in 16 equal quarterly installments of I 31.25 lakhs each starting
from 17.12.2016.
(v) Rupee Term Loan of I 1000.00 lakhs is repayable in 16 equal quarterly installments of I 62.50 lakhs each starting
from 21.12.2016.
(vi) Rupee Term Loan of I 1000.00 lakhs is repayable in 16 equal quarterly installments of I 62.50 lakhs each starting
from 01.02.2018.
100
Notes on financial statements for the year ended 31st March, 2017
vii) Rupee Term Loan of I 1200.00 lakhs is repayable in 16 equal quarterly installments of I 75.00 lakhs each starting
from 23.08.2017.
viii) Rupee Term Loan of I 250.00 lakhs is repayable in 16 equal quarterly installments of I 15.625 lakhs each starting
from 13.04.2018.
The above Term Loans from HSBC is repayable on demand, after 12 months from date of disbursement, whenever
such option is exercised during the tenure of repayment specified as above.
(b) Rupee term loan from Yes Bank Limited amounting to I 333.33 lakhs ( including I 111.11 lakhs being the current
maturities of the loan included under other current liabilities) outstanding at the end of the Year is secured by way of
exclusive charge on the moveable fixed assets of the Rusk manufacturing unit at Sambalpur, Orissa ( under construction
as at the balance sheet date).
The above term loan is repayable in 18 equal quarterly installments of I 27.77 lakhs each from 29.10.2015. The
applicable rate of interest in respect of the aforesaid loan is Base rate (YBLBR) plus 0.25% per annum. The current
YBLBR is 10.35% per annum. The above loan is repayable on demand, whenever such option is exercised during the
tenure of repayment specified as above.
(c) Term Loan from Yes Bank Limited amounting to I 444.44 lakhs (Previous Year I 722.22 lakhs) outstanding at the end
of the Year (including I 277.78 lakhs included under other current liabilities) are secured by way of :
1) First Charge on all the Fixed Assets (both Present & Future) of the Cake Plant situated at Hajipur, Bihar.
2) Second Charge on all the Current Assets (both present & future).
3) Personal Guarantee of two erstwhile Directors of the Company.
The above term loan from Yes Bank is repayable in 18 equal quarterly installment of I 55.55 lakhs each starting from
29.06.2015.
(d) Term Loan from Yes Bank Limited. amounting to I 222.22 lakhs (Previous Year I 333.33 lakhs) outstanding at the end
of the Year (including I 111.11 lakhs included under other current liabilities) are secured by way of :
1) First Charge on all the Fixed Assets (both Present & Future) of the Cake Plant situated at Hajipur, Bihar.
2) Second Charge on all the Current Assets (both present & future).
3) Personal Guarantee of two erstwhile Directors of the Company.
The above term loan from Yes Bank is repayable in 18 equal quarterly installment of I 27.77 lakhs each starting from
31.12.2014.
(e) Auto/Vehicle loans from BMW Financial Services Private Limited amounting to I Nil (Previous Year I 8.38 lakhs)
outstanding at the end of the year are secured by way of hypothecation of vehicles financed therefrom and are
repayable in instalment of I 1.43 lakhs (including interest) each.
(f) Car Loan from ICICI Bank Limited amounting to I 69.78 lakhs outstanding at the end of the Year (including I 33.23
lakhs included under other current liabilities) are secured by way of hypothecation of vehicles financed therefrom.
The aforesaid loan is repayable in 36 equal monthly instalment of I 3.20 lakhs (including interest) each, starting form
01.04.2016.
(g) Car Loan from HDFC Bank Limited amounting to I 103.68 lakhs outstanding at the end of the Year (including I 18.30
lakhs included under other current liabilities) are secured by way of hypothecation of vehicles financed therefrom.
101
Anmol Industries Limited Annual Report 2016-17
Notes on financial statements for the year ended 31st March, 2017
The aforesaid loan is repayable in 60 equal monthly instalment of I2.24 lakhs (including interest) each, starting from
07.01.2017.
(h) Car Loan from HDFC Bank Limited amounting to I 55.17 lakhs outstanding at the end of the Year (including I 17.88
lakhs included under other current liabilities) are secured by first charge by way of hypothecation of vehicles financed
therefrom.
The aforesaid loan is repayable in 34 equal monthly instalment of I1.85 lakhs (including interest) each, starting from
06.02.2017.
(i) Rupee term loan from Yes Bank Limited amounting to I 350.00 lakhs ( including I 350.00 lakhs being the current
maturities of the loan included under other current liabilities) outstanding at the end of the Year is secured against the
personal guarantee of three directors of the company.
The above term loan from Yes Bank is repayable in 16 equal monthly installments of I 87.5 lakhs each starting from
April, 2016. The applicable rate of interest in respect of the aforesaid loan is at base rate (YBLBR)i.e. 9.85% as at
31.03.2017 which is subject to reset as and when the base rate is changed. The above loan is repayable on demand,
whenever such option is exercised during the tenure of repayment specified as above.
4.4 Current maturities of long term borrowings have been disclosed under the head “Other Current Liabilities”. [Refer note 10]
5. DEFERRED TAX LIABILITIES (NET)
The break up of Deferred Tax Assets and Deferred Tax Liabilities are as given below: (I in Lakhs)
Particulars
As at
31.03.2016
Pursuant to
Scheme of
Arrangement
Charge or
(Credit)
during the
Year
As at
31.03.2017
Deferred Tax Liabilities
Depreciation difference 518.22 694.58 32.17 1,244.96
Deferred Tax Assets
Expenses allowable on payment basis under Income Tax
Act, 1961
(7.87) (137.05) (558.17) (703.10)
Provision for Assets (98.94) (21.54) 87.42 (33.05)
Expenses allowable U/s 35DD of Income Tax Act, 1961 - - (36.28) (36.28)
Others - - (13.89) (13.89)
Total (106.81) (158.59) (520.93) (786.32)
Net Deferred Tax Liabilities/(Assets) 411.41 535.99 (488.75) 458.63
For Continuing operations 510.35 535.99 (587.70) 458.63
For Dis-continuing operations (98.94) - 98.94 -
Previous year 494.09 (82.68) 411.41
For Continuing operations 494.09 - 16.26 510.35
For Dis-continuing operations - - (98.94) (98.94)
102
7. LONG TERM PROVISIONS: (I in Lakhs)
ParticularsNote As at
31st March 2017
As at
31st March 2016
Provision for Employee Benefits 292.28 16.11
292.28 16.11
Notes on financial statements for the year ended 31st March, 2017
8. ShORT TERM BORROWINGS (I in Lakhs)
ParticularsNote As at
31st March 2017
As at
31st March 2016
Loans repayable on demand
Secured
From Banks
-Short Term Loan facility 8 (a to c) 2,100.00 -
-Cash Credit facility / Overdraft facility 8 (d to f) 1,866.75 2,082.02
Unsecured
From Banks - Short Term Loan facility 750.00 -
From Related Parties ( includes Interest paybales) 33 2,358.41 -
7,075.16 2,082.02
8. (a) Working Capital Demand Loan from Kotak Mahindra Bank Limited amounting to I 1000.00 lakhs outstanding at
the year end is secured by way of first pari passu charge on the present and future plant and machinery located
at Dankuni, West Bengal , current assets both present and future and first pari passu charge by way of equitable
mortgage on immovable properties lying and situated at Dankuni, West Bengal together with all building structures,
plant and machinery etc affixed thereto.
(b) Working Capital Demand Loan from CITI Bank Limited amounting to I 500.00 lakhs outstanding at the year end
is secured by way of first pari passu charge on the present and future plant and machinery located at Dankuni ,
West Bengal , current assets both present and future and first pari passu charge by way of equitable mortgage on
immovable properties lying and situated at Dankuni , West Bengal ( Cookies plant) together with all building structures,
plant and machinery etc affixed thereto and Personal Guarantee of the Directors.
(c) Working Capital Demand Loan from Development Bank of Singapore Limited amounting to I 600.00 lakhs outstanding
at the year end is secured by way of first pari passu oncurrent assets both present and future.
(d) Cash credit facilities amounting to I 384.44 lakhs outstanding at the year end ( previous year I 2,082.02 lakhs ) from
6. OThER LONG TERM LIABILITIES: (I in Lakhs)
ParticularsNote As at
31st March 2017
As at
31st March 2016
Security Deposit 19.21 -
19.21 -
103
Anmol Industries Limited Annual Report 2016-17
Notes on financial statements for the year ended 31st March, 2017
9. TRADE PAYABLES (I in Lakhs)
ParticularsNote As at
31st March 2017
As at
31st March 2016
For Goods and Services
- dues of micro enterprises and small enterprises 9.1 144.60 -
- dues of creditors other than micro enterprises and
small enterprises
3,926.13 648.34
4,070.73 648.34
Yes Bank is secured by 1) First Charge on all the Current Assets (both Present & Future) 2) Second Charge on all the
fixed assets of the Cake Plant situated at Hajipur, Bihar 3) Personal Guarantee of the Directors .
(e) Cash credit facilities amounting to I 1068.10 lakhs outstanding at the year end from Yes Bank is secured by 1) First
charge on current and movable fixed assets (excluding those which are exclusively charge to other lenders) 2) Equitable
mortgage of the immovable property located at Greater Noida. 3) Unconditional and Irrevocable personal Guarantee
of directors.
(f) Cash Credit Facility from Kotak Mahindra Bank Limited amounting to I 414.21 lakhs outstanding at the year end is
secured by way of first pari passu charge on the present and future plant and machinery located at Dankuni, West
Bengal , current assets both present and future and first pari passu charge by way of equitable mortgage on immovable
properties lying and situated at Dankuni, West Bengal together with all building structures, plant and machinery etc
affixed thereto.
(I in Lakhs)
ParticularsNote As at
31st March 2017
As at
31st March 2016
(i) Principal amount remaining unpaid at the end of
the accounting year
144.60 -
(ii) Interest due on above - -
(iii) Interest paid by the Company in terms of Section 16
of MSMED Act
- -
(iv) The amount of interest accrued and remaining
unpaid at the end of financial year
- -
(v) Payment made to supplier beyond the appointed
day during the year - -
9.1 The details of amounts outstanding under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED
Act) to the extent of information available with the Company are as under:
104
Notes on financial statements for the year ended 31st March, 2017
11. ShORT TERM PROVISIONS: (I in Lakhs)
ParticularsNote As at
31st March 2017
As at
31st March 2016
Provision for Employee benefits 31 29.50 0.47
Provision for Income Tax ( Net of Advance Tax ) 77.76 639.64
Provision for Indirect Taxes 11.1 897.91 -
1,005.17 640.11
11.1 Provision for Indirect taxes as stated in note 41(b) has been made during the year. Deposit of I514.10 lakhs made in
earlier years has been shown under Balances with government authorities (refer note 19). No utilization of the provision,
pending decision of the court has been done.
10. TRADE PAYABLES (I in Lakhs)
ParticularsNote As at
31st March 2017
As at
31st March 2016
Current maturities of Long Term Debts -
Secured Loans 4.1 (a) (b),
4.2, 4.3
2,039.42 427.50
Unsecured Loans 4.1 (c) 350.00 -
Interest Accrued but not due on borrowings 0.34 0.06
Interest Accrued and due on borrowings 2.17 2.95
Advance from Customers 845.27 153.75
Other Payables:
Other Liabilities 625.42 -
Statutory Dues-Tax Deducted at source, Service Tax,
Sales Tax, Provident Fund etc.
1,614.24 113.39
Excise Duty on Closing Stock 33.53 0.51
Security Deposit 38.97 1.50
Retention Money 1.42 1.42
Capital Expenditures 326.25 2,639.83 18.66 135.48
5,877.04 719.74
105
Anmol Industries Limited Annual Report 2016-17
No
tes
on
fin
anc
ial s
tate
me
nts
for
the y
ear
en
ded
31s
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arch
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Add
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As
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As
at
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As
at
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(A)
TAN
GIB
LE A
SSET
S:
Land
(Fre
ehol
d) -
6
,665
.07
5.7
3 2
2.90
1
,798
.98
4,8
48.9
2 -
-
-
-
-
-
4
,848
.92
-
Land
(Lea
seho
ld)
291
.62
2,8
49.9
1 2
.21
-
939
.57
2,2
04.1
7 1
3.97
8
3.46
3
8.43
-
5
0.36
8
5.51
2
,118
.66
277
.65
Build
ings
2,7
89.7
5 7
,228
.16
5,6
74.6
4 1
2.73
1
53.5
7 1
5,52
6.26
2
61.0
7 9
58.8
0
364
.67
5.7
2 5
.76
1,5
73.0
7 1
3,95
3.19
2
,528
.68
Plan
t and
Equ
ipm
ents
12.1
4,1
78.2
1 1
1,20
9.15
5
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166
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-
20,
543.
99
1,5
94.5
2 6
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.74
1,5
98.7
1 1
33.1
1 -
9
,091
.87
11,4
52.1
3 2
,583
.69
Furn
iture
and
Fix
ture
s 9
6.75
5
68.8
5 6
2.08
-
-
7
27.6
7 2
8.25
1
56.4
3 6
6.63
-
-
2
51.3
1 4
76.3
7 6
8.50
Mot
or V
ehic
les
231
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615
.21
200
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106
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-
940
.73
37.7
8 2
47.9
9 9
8.04
8
1.39
-
3
02.4
2 6
38.3
1 1
93.5
1
Offi
ce E
quip
men
ts 3
0.63
2
56.7
8 2
62.1
8 0
.82
-
548
.77
19.
79
131
.06
57.
20
0.0
1 -
2
08.0
4 3
40.7
3 1
0.84
Elec
trica
l Ins
talla
tion
252
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262
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384
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-
-
899
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6
8.35
1
25.8
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-
-
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42.9
2 6
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8 1
84.1
9
Road
s 4
0.74
6
4.73
5
60.3
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-
6
65.8
1 5
.05
22.
10
16.
86
-
-
44.
00
621
.81
35.
69
Tota
l (A)
7,9
11.5
4 2
9,71
9.94
1
2,47
5.63
3
09.2
5 2
,892
.12
46,
905.
72
2,0
28.7
8 7
,757
.39
2,2
89.2
9 2
20.2
3 5
6.12
1
1,79
9.14
3
5,10
6.60
5
,882
.75
(B)
INTA
NG
IBLE
ASS
ETS:
Com
pute
r Sof
twar
es 4
.59
236
.02
2.7
4 -
-
2
43.3
6 4
.59
164
.64
60.
45
-
-
229
.67
13.
68
0.0
0
Tota
l (B)
4.5
9 2
36.0
2 2
.74
-
-
243
.36
4.5
9 1
64.6
4 6
0.45
-
2
29.6
7 1
3.68
0
.00
Tota
l (A+
B) 7
,916
.13
29,
955.
96
12,
478.
37
309
.25
2,8
92.1
2 4
7,14
9.08
2
,033
.37
7,9
22.0
3 2
,349
.74
220
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12
12,
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83
35,
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28
5,8
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Prev
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-
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-
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2 1
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-
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2
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5,8
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5 6
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Cap
ital W
ork-
in-
Prog
ress
36 9
70.1
8 -
12.1
Pla
nt an
d e
qu
ipm
en
ts a
s at
31.
03.
20
17 in
clu
des
gro
ss b
lock
of m
ach
ineri
es
amo
un
ting
to
I4
6.0
3 la
khs
(Pre
vio
us
Year
Nil)
(n
et b
lock
I 5
.61
lakh
s
(Pre
vio
us
Year
Nil
) ly
ing
with
co
nve
rters
of
finis
hed
go
od
s o
f th
e c
om
pan
y.
106
Notes on financial statements for the year ended 31st March, 2017
12B. GOODWILL ON AMALGAMATION (I in Lakhs)
ParticularsNote As at
31st March 2017
As at
31st March 2016
Opening Balance
Add: Adjustments due to amalgamation 40 59,500.67 -
Less: Amount amortised through Securities Premium 3 11,900.13 -
Closing Balance 47,600.54 -
47,600.54 -
13A. NON CURRENT INVESTMENTS (LONG-TERM)
(At Cost and fully paid up unless stated otherwise)
Particulars
Note As at
31st March 2017
As at
31st March 2016
Number Amount (I) Number Amount (I)
(Other than trade)
Quoted
Equity Shares:
Multiples private equity fund II LLP - 372.50
In Bond :
Rural Electrification Bond 50.00
TOTAL (A) 50.00 372.50
Unquoted
In Other Companies:
Equity Shares
Bengal Anmol South City Infrastructure Limited 28,200 2.82 -
Baid Holding Private Limited 375,000 308.10 -
TOTAL (B) 310.92 -
TOTAL (A+B) 360.92 372.50
Additional Information
Agreegate Amount of Quoted Investments 50.00 372.50
Agreegate Amount of Unquoted Investments 310.92 -
Agreegate Amount of Market Value of Quoted
Investments 50.00 -
107
Anmol Industries Limited Annual Report 2016-17
Notes on financial statements for the year ended 31st March, 2017
13B. CURRENT INVESTMENTS
(At Cost or Market Price whichever is lower)
Particulars
Note As at
31st March 2017
As at
31st March 2016
Units /
Numbers
Amount (I) Units /
Numbers
Amount (I)
Quoted
Investment in mutual funds
Birla Sun Life Frontline Equity Fund -Growth- Direct
Plan
- - 1.27 208.06
HDFC Balanced Fund -Direct Plan - Growth Option - - 1.39 152.08
HDFC Mid Cap Opportunities Fund -Direct Plan -
Growth Option
- - 5.83 217.55
HDFC Prudence Fund - Growth Option - - 0.07 25.00
ICICI Prudential Balanced Plan-Growth Option - - 1.41 126.30
ICICI Prudential Balanced Fund - Direct Plan - Growth - - 0.49 45.00
ICICI Prudential Flexible Income Plan Premium-Growth - - 0.12 35.40
ICICI Prudential Focused Equity Fund - Retail Growth
Plan
- - 8.14 233.65
ICICI Prudential Discovery Fund-Growth Option - - 2.51 278.48
Reliance Money Manager Fund-Institutional Plan
Growth Option
- - 0.01 11.50
Tata Balanced Fund - Growth - - 1.02 170.20
Tata Treasury Manager Fund High Investment Plan
Growth
- - 0.01 10.44
UTI - Equity Fund-Growth Option - Direct - - 1.07 108.80
Sundaram Bnp Paribas Growth Fund-Growth - - 0.43 50.00
ICICI Prudential MIDCAP FUND Growth - - 0.75 50.00
ICICI Prudential Equity & Derivatives Fund-Wealth
Optimiser Plan-Retail Growth Option
- - 0.60 15.00
Reliance Top 200 Fund - Growth Plan Growth Option - - 4.54 105.00
SBI Premier Liquid Fund - Super Institutional - Growth - - 0.01 25.52
Birla Sun Life Cash Plus-Institutional Premium Plan
(Growth)
- - 0.10 25.33
Templeton India Treasury Management Account-Super
Institutional Plan - Growth
- - 0.01 12.67
Sundaram Bnp Paribas Money Fund Super Institutional
Growth
- - 0.40 12.66
Kotak Floater Long-Term-Growth - - 1.06 25.48
108
Notes on financial statements for the year ended 31st March, 2017
Particulars
Note As at
31st March 2017
As at
31st March 2016
Units /
Numbers
Amount (I) Units /
Numbers
Amount (I)
Birla Sun Life Savings Fund-Growth - - 0.05 15.23
UTI - Floating Rate Stp-Growth - - 0.00 7.52
HDFC Cash Management Fund Treasury Advantage
-Retail Plan Growth Option
- - 0.75 23.78
Birla Sun Life Frontline Equity Fund-Plan A (Growth) - - 0.20 30.00
HDFC Balanced Fund - Growth Option - - 0.27 27.00
HDFC Mid-Cap Opportunities Fund - Growth Option - - 0.58 20.00
UTI - Equity Fund-Growth Option - - 0.16 15.00
SBI Blue Chip Fund-Growth - - 4.59 125.00
Franklin India Smaller Companies Fund - Direct -
Growth
- - 1.51 60.00
Sundaram S.M.I.L.E.Fund-Growth - - 0.96 62.50
Kotak Emerging Equity Scheme - Growth (Regular Plan) - - 5.04 125.00
Birla Sun Life Top 100 Fund -Growth Option - - 3.10 125.13
Franklin India Smaller Companies Fund-Growth - - 1.68 62.50
Kotak Select Focus Fund - Growth - - 2.26 50.00
Reliance Equity Opportunities Fund-Growth Plan-
Growth Option
- - 0.70 50.00
HDFC Equity Fund - Growth Option - - 0.11 50.00
ICICI Prudential Mutual Fund Collection - - 36.27 500.00
Investment in Equity Share 4,939.36
Less:Provision for diminution in value of Investment 285.88
Total - 7,946.26
Additional Information
AGREEGATE AMOUNT OF QUOTED INVESTMENTS - 8,232.14
AGREEGATE AMOUNT OF MARKET VALUE OF
QUOTED INVESTMENTS - 7,957.77
109
Anmol Industries Limited Annual Report 2016-17
Notes on financial statements for the year ended 31st March, 2017
14. LONG TERM LOANS AND ADVANCES: (I in Lakhs)
ParticularsNote As at
31st March 2017
As at
31st March 2016
Considered Good
Unsecured
Capital Advances 59.64 119.96
Security Deposits 330.88 24.36
Loans and Advances to Employees 14.1 13.84 -
Prepaid Expense - -
Advance against Lease Rent 23.86 -
Others
Balances with Government Authorities 36.30 -
Income tax refundable - 4.03
464.52 148.35
Considered Doubtful
Capital Advances 36.50 -
Less: Provision For Doubtful Advances 36.50 - - -
464.52 148.35
14.1 Loans and advances to employees have been granted for personal purposes as per the company’s policy in this respect.
15.1 Fixed Deposits with banks have been kept as margin money against Bank guarantees issued by banks on behalf of the
company to third parties.
15. OThER NON- CURRENT ASSET (I in Lakhs)
ParticularsNote As at
31st March 2017
As at
31st March 2016
Fixed Deposit with Banks 15.1 334.61 63.00
(Including Interest accrued thereon)
Incentive and Subsidy Receivable 647.86 350.00
982.47 413.00
110
Notes on financial statements for the year ended 31st March, 2017
16. INVENTORIES
(At cost or net Realisable value whichever is lower) (I in Lakhs)
ParticularsNote As at
31st March 2017
As at
31st March 2016
(As valued and certified by the Management)
Raw Materials 1,242.63 229.84
Packing Materials 564.82 111.87
Work in Progress 16.1 7.81 0.16
Finished Goods 16.1 1,182.53 168.33
Goods in Transit 16.1 - 17.82
Stock-in-trade (in respect of Goods acquired for trading) 16.1 - 10.80
Stores and Spares & others 370.13 44.97 -
Less: Provision for Slow Moving Materials 12.75 357.38 - 44.97
3,355.17 583.79
16.1 Details of Inventories: (I in Lakhs)
ParticularsNote As at
31st March 2017
As at
31st March 2016
Work in Progress:
Biscuits 7.63 0.08
Cakes 0.18 7.81 0.08 0.16
Finished Goods:
Biscuits 1,163.90 161.81
Kookies 4.31 -
Cakes 14.32 1,182.53 6.52 168.33
Goods in Transit
Biscuits - 5.00
Cakes - 0.14
Raw Materials - - 12.68 17.82
Stock-in-trade (In respect of Goods acquired for
trading)
Biscuits - 7.89
Cakes - 0.14
Kookies - - 2.77 10.80
111
Anmol Industries Limited Annual Report 2016-17
Notes on financial statements for the year ended 31st March, 2017
17. TRADE RECEIVABLES
(Unsecured, Considered Good, Unless Stated Otherwise) (I in Lakhs)
ParticularsNote As at
31st March 2017
As at
31st March 2016
Considered good
Outstanding for period exceeding six months from the
date they are due for payment
32.90 0.84
Others 272.92 305.82 70.18 71.02
Considered Doubtful
Outstanding for period exceeding six months from the
date they are due for payment
46.25 -
Less: Provision for Doubtful Debts 46.25 - - -
305.82 71.02
18. CASh AND BANK BALANCES (I in Lakhs)
ParticularsNote As at
31st March 2017
As at
31st March 2016
Cash and Cash Equivalents
In Current Accounts with Banks 283.68 604.40
Cash Balance on hand 12.65 296.33 4.68 609.08
Other Balances with Banks
Fixed Deposits having original maturity of more than 3
months and remaining maturity of less than 12 months
from the reporting date (Including Interest accrued
thereon)
18.1
1,148.18 2,010.00
1,444.51 2,619.08
18.1 Fixed Deposits have been kept as margin money against Bank guarantees and as security deposits with other parties.
19. ShORT-TERM LOANS AND ADVANCES
(Unsecured, Considered Good) (I in Lakhs)
ParticularsNote As at
31st March 2017
As at
31st March 2016
Other Loans and Advances
Balances with Government Authorities 30.1 & 11.1 1,305.55 115.09
Loans and Advances to Employees 19.1 25.62 2.34
Advances to Suppliers and Others 259.47 34.62
Loans to Body Corporates 38 - 475.00
Prepaid Expenses 38.91 1,629.55 4.53 631.58
1,629.55 631.58
19.1 Loans and advances to employees have been granted for personal purposes as per the company’s policy in this respect.
112
Notes on financial statements for the year ended 31st March, 2017
20. OThER CURRENT ASSETS: (I in Lakhs)
ParticularsNote As at
31st March 2017
As at
31st March 2016
Incentive Receivable 651.90 631.07
Insurance claim receivable 6.65 1.22
Interest Accrued on Fixed Deposits 3.92 -
Interest Receivable 11.86 74.22
Others 0.06 -
674.39 706.51
21.1 Details of Sale of Products (I in Lakhs)
ParticularsNote For the year ended
31st March 2017
For the year ended
31st March 2016
Finished Goods:
Biscuits 116,548.36 25,688.36
Cakes 3,784.22 908.27
Kookies 240.61 -
120,573.20 26,596.63
Traded Goods:
Biscuits - 310.38
Cakes - 14.79
Kookies - 50.16
Rusk 62.09 62.09 375.33
120,635.29 26,971.96
21. REVENUE FROM OPERATIONS (NET) (I in Lakhs)
ParticularsNote For the year ended
31st March 2017
For the year ended
31st March 2016
Sale of Products 21.1 120,635.29 26,971.96
Other Operating Revenue 21.2 3,044.25 2,321.20
123,679.54 29,293.16
Less: Excise Duty 950.15 51.47
122,729.39 29,241.69
113
Anmol Industries Limited Annual Report 2016-17
Notes on financial statements for the year ended 31st March, 2017
21.2 Details of Other Operating Revenue (I in Lakhs)
ParticularsNote For the year ended
31st March 2017
For the year ended
31st March 2016
Sale of Scrap and Rejected Materials 435.59 74.43
Export Incentives 55.60 -
Subsidy from Government 39 2,553.06 2,237.83
Other Income - 8.94
3,044.25 2,321.20
3,044.25 2,321.20
22. OThER INCOME (I in Lakhs)
ParticularsNote For the year ended
31st March 2017
For the year ended
31st March 2016
Interest Income on:-
Income Tax Refund 0.21 -
Fixed Deposits with Banks 285.00 60.60
Non current Investment 10.20
Others 9.07 304.48 4.86 65.46
Liabilities no longer required written back 2.96 -
Net Gain on sale of Fixed Assets - 0.01
Miscellaneous Income 61.32 64.28 15.08 15.09
368.76 80.55
23. COST OF MATERIALS CONSUMED (I in Lakhs)
ParticularsNote For the year ended
31st March 2017
For the year ended
31st March 2016
Opening stock:
As per last Balance Sheet 354.39 482.72
Add: Raw Materials & Packing Materials transferred as
per Scheme of arrangement
40(A)(a) 1,532.29 -
1,886.68 482.72
Add: Purchases 84,586.23 15,863.87
86,472.91 16,346.59
Less: Used for Trial Run and Research Purpose 12.45 4.86
Less: Cost of Sales of Raw/ Packing Materials - 37.14
Less: Closing Stock 1,807.46 84,653.00 354.39 15,950.20
TOTAL 23.1 84,653.00 15,950.20
114
Notes on financial statements for the year ended 31st March, 2017
23.1 Details of Material Consumed (I in Lakhs)
ParticularsNote For the year ended
31st March 2017
For the year ended
31st March 2016
Flour 23,081.33 4,345.60
Sugar 11,733.01 1,257.94
Fats and Oil 23,706.80 5,037.88
Packing Materials 12,785.31 2,781.63
Others 13,346.55 84,653.00 2,527.15 15,950.20
84,653.00 15,950.20
24. PURChASE OF STOCK-IN- TRADE (I in Lakhs)
ParticularsNote For the year ended
31st March 2017
For the year ended
31st March 2016
Finished Goods:
Biscuits - 250.29
Cake - 13.45
Kookies - 43.34
Rusks 50.49 -
50.49 307.08
24. ChANGES IN INVENTORIES OF FINIShED GOODS ,WORK IN PROGRESS AND STOCK-IN-TRADE -
(INCREASE)/DECREASE (I in Lakhs)
ParticularsNote For the year ended
31st March 2017
For the year ended
31st March 2016
Closing Stock
Finished Goods 1,182.53 173.47
Work In Progress 7.81 0.16
Stock-in-Trade 1,190.34 10.80 184.43
Less: Opening Stock
Finished Goods 25.1 184.27 116.46
Work In Progress 0.16 0.21
Stock-in-Trade 184.43 - 116.67
Less: Stock transferred as per Scheme of arrangement 40(A)(a)
Finished Goods 1,030.70 -
Work In Progress 10.61 -
1,041.31 -
35.40 (67.76)
25.1 Opening stock in trade brought forward excludes I 10.80 lakhs in respect of stock purchased from amalgamating
companies and the same has been included under finished goods.
115
Anmol Industries Limited Annual Report 2016-17
Notes on financial statements for the year ended 31st March, 2017
26. EMPLOYEE BENEFITS EXPENSE (I in Lakhs)
ParticularsNote For the year ended
31st March 2017
For the year ended
31st March 2016
Salaries, Wages and Bonus 31 4,623.35 273.58
Contribution to provident and other Funds 31 360.70 19.97
Staff Welfare Expenses 262.40 54.36
5,246.45 347.91
28. DEPRECIATION AND AMORTISATION EXPENSE (I in Lakhs)
ParticularsNote For the year ended
31st March 2017
For the year ended
31st March 2016
Depreciation and Amortisation 12A 2,349.74 722.08
Less: Transferred from: -
Capital Investment Subsidy Reserve 3 239.70 100.00
2,110.04 622.08
For Continuing operations 2,097.19 622.08
For Dis-continuing operations 12.86 -
27. FINANCE COSTS (I in Lakhs)
ParticularsNote For the year ended
31st March 2017
For the year ended
31st March 2016
Interest Expense:
Term Loans 335.68 150.26
Others 27.1 470.05 805.72 109.04 259.30
Other Borrowing Costs
Loan Processing Charges 1.72 -
Net Loss on foreign currency transactions &
translations
6.88 -
814.32 259.30
27.1 Interest Expense (Others) includes I 13.65 lakhs (Previous year year I 100.00 lakhs) in respect to Interest on Income Tax.
116
29.1 Auditors’ Remuneration(Exclusive of service tax amount): (I in Lakhs)
Particulars Note 2016-17 2015-16
Audit Fees 15.50 1.50
For other Services - Tax Audit Fees 3.25 0.50
- Certification and Other services 0.80 -
19.55 2.00
29. OThER EXPENSES (I in Lakhs)
ParticularsNote For the year ended
31st March 2017
For the year ended
31st March 2016
Conversion and Job Work Charges 2,337.04 323.01
Consumption of Stores and Spares 238.70 1.08
Power and Fuel 4,344.43 875.99
Excise duty on Stock 26.92 (0.14)
Auditors' Remuneration 29.1 19.55 2.00
Directors Sitting Fees 6.12 1.00
Rent 29.2 185.76 5.09
Repairs to Machinery 319.91 71.00
Repairs to Buildings 47.28 13.30
Repairs - Others 115.24 21.50
Sales Promotion and Advertisement 4,265.65 752.26
Carriage outward, distribution 4,417.10 521.97
Other selling expenditures 819.96 16.62
Insurance 60.01 10.75
Rates and Taxes 29.3 81.00 2.46
Research & Development 19.60 4.86
Travelling and Conveyance 488.30 23.90
Legal and Professional Charges 300.69 32.27
Loss on sale of Raw material and Packing material - 1.22
Loss on sale and discard of Fixed Assets (Net) 0.14 -
Foreign Exchange Loss (Net) 14.43 1.56
Bad Debts 2.63 -
Provision for doubtful debts 12.03 -
Provision for Slow Moving Materials 12.75 -
Provision For Doubtful Advances 22.00 -
Provision for Diminution in value of Current Investment - 285.88
Donation and Corporate Social Responsibility Expenses 130.80 -
Miscellaneous Expenses 29.4 871.63 54.80
19,159.67 3,022.39
Notes on financial statements for the year ended 31st March, 2017
29.2 The company has certain operating lease arrangements for storage of goods and other commercial purposes with
tenure ranging from 11 months to 3 years. Terms of some of these lease arrangements include escalation clause for
117
Anmol Industries Limited Annual Report 2016-17
30. CONTINGENT LIABILITIES AND COMMITMENT ( TO ThE EXTENT NOT PROVIDED FOR) : (I in Lakhs)
Particulars 31st March 2017 31st March 2016
a) Guarantees issued by Banks on behalf of the Company to third parties 1,016.68 143.38
b) Corporate Guarantee given by the company on behalf of body corporate (Refer
Note 38)
Limit : I1,800.00 lakhs 868.00 -
Others
c) Certain demands (excluding interest and penalty - to the extent amount not
ascertained) relating to income tax, Excise Duty, Entry Tax, Service Tax and vat/sales
tax matters pending with various authorities to the extent acertainable from the
records and details available are as follows:
(i) Disputed income tax matters pending under appeal 20.06 -
(ii) Excise Duty - including various show cause/ Demand Notices pending under
appeal
462.16 -
(iii) Entry Tax - Claimed by Assessing Authorities pending under appeal 24.39 -
(iv) Disputed VAT/sales tax matters under appeal. 255.82 2.20
(v) Service Tax 27.51 -
Total 2,674.62 145.58
Notes on financial statements for the year ended 31st March, 2017
rent and deposit/refund of security deposit etc. Expenditure incurred on account of rent has been recognized in the
Statement of profit and loss amounting to I 185.76 lakhs (Previous year I 5.09 lakhs).
29.3 Rates and Taxes includes Tax on buyback of shares amounting to I 61.75 lakhs (Previous year Nil).
29.4 Miscellaneous Expenses includes Sale tax I 1 lakhs (Previous year: Rs. Nil), Cenvat I 163.84 lakhs (Previous year: Rs.1.50
lakhs).
30.1 During the year 2005-06, the Company had sold wheat (received against supplies made under the World Food
Programme of United Nations) amounting to I 2,535.20 lakhs in Punjab. The Company’s net VAT Liability (after setting of
VAT input credit) stood at Nil and hence, the Company did not deposit VAT on the said wheat sales. The Punjab Sales Tax
Department has disallowed the VAT Input credit and thereby raised a demand of I 607.50 lakhs (including penalty and
interest). The Company has contested the demand in VAT Tribunal and also before the Honourable Punjab & Haryana
High Court. However, the Honourable Punjab & Haryana High Court referred back the case to the Excise and Taxation
Commissioner, Patiala. Further vide Order dated 31.10.11 passed by Excise and Taxation officer, the stated demand has
been reduced to I 328.43 lakhs, against which the Company had deposited I 107.36 lakhs in earlier years which is shown
under Balances with Government Authorities (Note no. 19). Subsequent to the balance sheet date, Deputy Excise and
Taxation Commissioner (Appeals) has set aside the Order and passed the order in favour of the Company by rendering
the assessment as barred by limitation.
30.2 The Company’s pending litigation comprises of claims against the Company and proceeding pending with tax / statutory
/ government authorities. The Company has reviewed all its pending litigations and proceedings and disclosed the
contingent liabilities, where applicable, in its financial statement. The Company does not expect the outcome of these
proceedings to have a material impact on its financial position. Future cashflows of the matters outlined in 30(c) above
are determinable only on receipt of judgement / decisions pending with various forum / authorities.
118
Defined Benefit Scheme:
The employee’s Gratuity scheme are defined benefit plans. The present value of obligations are determined based on
acturial valuation using projected unit credit method which recognises each period of services as giving rise to additional
unit of employee benifit entitlement and measures each unit seperately to build up the final obligation. The obligation
for compensated absence is recognised in the same manner as gratuity.
Disclosures for Defined Benefit Plans based on acturial report as on 31.03.2017
30.4 Consequent to a survey conducted in the earlier years under Section 133A of the Income Tax Act, 1961, copies of
certain books and records have been retained by Income Tax Authorities. However, this does not have any impact on
the compilation of these financial statements. Further, even though no communication has so far been received from
the authorities in the matter, no liability in this respect is expected by the management.
30.3 Capital Commitment (I in Lakhs)
Particulars 31st March 2017 31st March 2016
Estimated amount of Contracts remaining to be executed on capital account
and not provided for (Net of Advances of I156.61 lakhs (previous year I Nil))
568.37 -
31 The disclosures required under Accounting Standard 15 “Employee Benefits” notified in the Companies (Accounting
Standards) Rules, 2006 are given below:
Defined Contribution Scheme:
Contribution to defined contribution schemes, recognised for the year are as under: (I in Lakhs)
Particulars 31st March 2017 31st March 2016
Employer's contribution to Provident Fund 60.94 3.85
Employer's contribution to Pension Fund 138.33 8.73
Total 199.27 12.58
A Change in Defined Benefit obligation: (I in Lakhs)
Particulars
2016-17 2015-16
Gratuity
(Funded)
Gratuity
(Unfunded)
Leave
(Unfunded)
Gratuity
(Funded)
Leave
(Unfunded)
Present value of defined benefit obligation as at
the beginning of the year
- 11.54 5.03 7.55 3.31
Transfer in terms of Scheme of Arrangement (refer
note :40(A))
589.44 - 91.11 - -
Current Service Cost 72.16 4.24 29.18 3.94 2.02
Interest Cost 44.21 0.87 7.21 0.60 0.26
Benefits Paid (44.10) (2.45) (37.46) - (0.41)
Acturial (gain)/loss (36.23) 1.13 19.26 (0.55) (0.15)
Present value of defined benefit obligation as at
the end of the year 625.47 15.33 114.33 11.54 5.03
Notes on financial statements for the year ended 31st March, 2017
119
Anmol Industries Limited Annual Report 2016-17
B Change in the Fair Value of Assets: (I in Lakhs)
Particulars
2016-17 2015-16
Gratuity (Funded)
Gratuity (Unfunded)
Leave (Unfunded)
Gratuity (Funded)
Leave (Unfunded)
Fair value of plan assets at beginning of the year - - - - -
Transfer in terms of Scheme of Arrangement (refer note :40(A))
400.33 - - - -
Expected return on plan assets 30.02 - - - -
Contributions by the Employer 29.85 - - - -
Benefits Paid (27.47) - - - -
Acturial gains /(losses) 0.59 - - - -
Fair Value of plan assets as at the year end 433.33 - - - -
Actual return on Plan Assets 30.62 - - - -
C Reconciliation of present value of Defined Benefit Obligation and the Fair Value of assets: (I in Lakhs)
Particulars
2016-17 2015-16
Gratuity (Funded)
Gratuity (Unfunded)
Leave (Unfunded)
Gratuity (Funded)
Leave (Unfunded)
Present value of defined benefit obligation as at the end of the year
625.47 15.33 114.33 11.54 5.03
Fair Value of plan assets as at the year end 433.33 - - - -
Liability/(Assets) recognised in the Balance Sheet 192.14 15.33 114.33 11.54 5.03
D Expenses recognised in statement of Profit and Loss: (I in Lakhs)
Particulars
2016-17 2015-16
Gratuity (Funded)
Gratuity (Unfunded)
Leave (Unfunded)
Gratuity (Funded)
Leave (Unfunded)
Current Service Cost 72.16 4.24 29.18 3.94 2.02
Interest Cost 44.21 0.87 7.21 0.60 0.26
Expected Return on Plan Assets (30.02) - - - -
Acturial (gains)/loss (36.82) 1.13 19.26 (0.55) (0.15)
Total Expense recognised in Statement of Profit and Loss 49.53 6.24 55.65 3.99 2.13
Notes on financial statements for the year ended 31st March, 2017
E Principal Acturial Assumptions used: (I in Lakhs)
Particulars
2016-17 2015-16
Gratuity (Funded)
Gratuity (Unfunded)
Leave (Unfunded)
Gratuity (Funded)
Leave (Unfunded)
Mortality Table IALM (PREVIOUSLY LIC) 2006-08 Ultimate
2006-08 Ultimate
2006-08 Ultimate
2006-08 Ultimate
2006-08 Ultimate
Discounted rate (per annum) 7.50% 7.50% 7.50% 8.00% 8.00%
Expected Return on plan assets (per anum) 7.50%
Rate of escalation in salary (per anum) 5.00% 5.00% 5.00% 5.00% 5.00%
Withdrawl Rate 5.00% 5.00% 5.00% 2.00% 2.00%
120
F (I in Lakhs)
Particulars
2016-17 2015-16 2014-15 2013-14 2012-13
Gratuity
(Funded)
Gratuity
(Funded)
Gratuity
(Funded)
Gratuity
(Funded)
Gratuity
(Funded)
Present Value of Defined Benefit Obligation 625.47 - - - -
Fair Value of Plan Assets 433.33 - - - -
Surplus/(deficit) 192.14 - - - -
Experience adjustment of Plan Assets [gain/(loss)] 0.59 - - - -
Experience adjustment of Obligation [gain/(loss)] 36.23 - - - -
F (I in Lakhs)
Particulars
2016-17 2015-16 2014-15 2013-14 2012-13
Gratuity
(Unfunded)
Gratuity
(Unfunded)
Gratuity
(Unfunded)
Gratuity
(Unfunded)
Gratuity
(Unfunded)
Present Value of Defined Benefit Obligation 15.33 11.54 7.55 4.26 2.00
Surplus/(deficit) 15.33 11.54 7.55 4.26 2.00
Experience adjustment of Obligation [gain/(loss)] - - - - -
F (I in Lakhs)
Particulars
2016-17 2015-16 2014-15 2013-14 2012-13
Leave
(Unfunded)
Leave
(Unfunded)
Leave
(Unfunded)
Leave
(Unfunded)
Leave
(Unfunded)
Present Value of Defined Benefit Obligation 114.33 5.03 3.31 3.15 1.39
Surplus/(deficit) (114.33) (5.03) (3.31) (3.15) (1.39)
Experience adjustment of Obligation [gain/(loss)] - - - - -
Notes:
1 Assumptions relating to future salary increases, attrition, interest rate for discount and overall expected rate of return
on assets have been considered based on relevant economic factors such as inflation, seniority, promotion, market
growth and other factors as applicable to the period over which the obligation is expected to be settled.
2 The expected return on Plan assets is based on market expectation at the beginning of the year. The rate of return
on long term Government Bonds is taken as reference for this purpose.
3 In respect of Funded Gratuity, the funds are managed by the insurer and therefore the percentage or amount that
each major category constitutes the fair value of total plan assets and effect thereof on overall expected rate of
return on asset is not ascetainable.
32 The company operates in one business segment of food products comprising of Biscuits and other Bakery Products
and requirements of segmental disclosure information is not applicable to the company.
Notes on financial statements for the year ended 31st March, 2017
121
Anmol Industries Limited Annual Report 2016-17
33 RELATED PARTY DISCLOSURE
Related Party disclosures as per Accounting Standard 18 on “Related Parties Disclosures” as notified under
Companies(Accounting Standard) Rules 2006 are as follow:
A Name of the Related Parties and description of relationship
i) Erstwhile Holding Company
1 Anmol Biscuits Limited (Amalgamated with the Company w.e.f. 01-04-2016 pursuant to Scheme of
Arrangement as given in Note 40(A))
ii) Key Management Personnel (KMP)
1 Mr. Vikash Choudhary - Managing Director
2 Mr. Deepak Choudhary - Whole time Director
3 Mr. Mool Chand Choudhary - Director ( upto 30.4.2015)
iii) Relatives of the KMP
1 Baijnath Choudhary ( Grandfather of KMP)
2 Biswanath Choudhary ( Father of KMP)
3 Bimal Kumar Choudhary ( Uncle of KMP)
4 Dilip Kumar Choudhary ( Uncle of KMP)
5 Gobind Ram Choudhary ( Uncle of KMP)
6 Sunita Choudhary ( Aunt of KMP)
7 Sunil Choudhary ( Brother of KMP)
8 Ankit Choudhary ( Brother of KMP)
9 Aman Choudhary ( Brother of KMP)
10 Surabhi Choudhary ( Sister of KMP)
11 Keshav Choudhary ( Brother of KMP)
iv) Enterprises where KMP / Relatives of KMP have significant influence or control
1 Anmol Hi-Cool LLP
2 Tip Top Nirman LLP
3 Urban Nirman LLP
4 Anumati Consultancy & Services Private Limited
5 Baid Holdings Private Limited
6 Baijnath Choudhary Charitable Trust
7 Shangrilla Commercial Company LLP
8 Bansal Cement Private Limited
9 Choudhary Realtors LLP
10 Delta Nirman LLP
Notes on financial statements for the year ended 31st March, 2017
122
iv) Enterprises where KMP / Relatives of KMP have significant influence or control
11 Devesh Management Services Private Limited
12 Gangaur Properties Private Limited
13 Investors Nirman LLP
14 J4F Nutriplus Private Limited
15 Neelkanth Enterprises
16 Mukund Nirman LLP
17 Monarch Shelter LLP
18 Puneet Mercantiles LLP
19 Radhey Realtors LLP
20 Raj Mandir Estate Private Limited
21 Anmol Agrofarm LLP ( Formerly Known as Rani Mercantile LLP )
22 Satyam Financial Advisory Private Limited
23 Anant Udyog LLP
24 Wonderland Realtors LLP
25 Jyotim Constructions LLP
26 Juhi Garments Suppliers Private Limited
27 Jamboodweep Finance Private Limited
B The Company’s related party transactions during the year and outstanding balance as at the close of the year are
as follows: (I in Lakhs)
Sl.
No.
Nature of Transaction Erstwhile Holding
Company
KMP and Relatives of
KMP
Enterprises where
KMP/relatives of
KMP have significant
influence or control
i) REVENUE FROM OPERATIONS*
Sale of Finished Goods and Others
Anmol Biscuits Limited -
(218.82)
Neelkanth Enterprises 120.18
-
Sub Total - 120.18
(218.82) -
* Figures given are exclusive of taxes
Notes on financial statements for the year ended 31st March, 2017
123
Anmol Industries Limited Annual Report 2016-17
B The Company’s related party transactions during the year and outstanding balance as at the close of the year are
as follows: (contd...) (I in Lakhs)
Sl.
No.
Nature of Transaction Erstwhile Holding
Company
KMP and Relatives of
KMP
Enterprises where
KMP/relatives of
KMP have significant
influence or control
ii) OTHER INCOME
a) Rent Received
Jyotim Constructions LLP 0.12
-
Tip Top Nirman LLP 0.12
-
Urban Nirman LLP 0.12
-
Mukund Nirman LLP 0.12
-
Wonderland Realtors LLP 0.12
-
Bansal Cement Private Limited 6.00
-
Sub Total - 6.60
- -
iii) EMPLOYEE BENEFIT EXPENSES
Mr. Bimal Kumar Choudhary 180.39
-
Mr. Dilip Kumar Choudhary 180.42
-
Mr. Biswanath Choudhary 180.39
-
Mr. Baijnath Choudhary 120.24
-
Mr. Gobind Ram Choudhary 180.24
-
Mr. Sunil Choudhary 60.39
-
Mr. Ankit Choudhary 60.39
-
Mr. Vikash Choudhary 60.39
(30.18)
Notes on financial statements for the year ended 31st March, 2017
124
Notes on financial statements for the year ended 31st March, 2017
(I in Lakhs)
Sl.
No.
Nature of Transaction Erstwhile Holding
Company
KMP and Relatives of
KMP
Enterprises where
KMP/relatives of
KMP have significant
influence or control
iii) EMPLOYEE BENEFIT EXPENSES (contd...)
Mr. Deepak Choudhary 60.39
(48.37)
Mr. Aman Choudhary 11.01
-
Sub Total 1,094.25
(78.55)
iv) FINANCE COST
Interest Expense
Anmol Hi-Cool LLP 6.03
-
Anumati Consultancy and Services Private
Limited
32.44
-
Baid Holdings LLP 19.54
-
Delta Nirman LLP 9.64
-
Devesh Management Services Private
Limited
9.70
-
Jamboodweep Finance Private Limited 4.07
-
Juhi Garment Suppliers Private Limited 2.74
-
Investors Nirman LLP 7.43
-
J4F Nutriplus Private Limited 2.76
-
Choudhary Realtors LLP 19.34
-
Monarch Shelter LLP 1.35
-
B The Company’s related party transactions during the year and outstanding balance as at the close of the year are
as follows: (contd...)
125
Anmol Industries Limited Annual Report 2016-17
Notes on financial statements for the year ended 31st March, 2017
(I in Lakhs)
Sl.
No.
Nature of Transaction Erstwhile Holding
Company
KMP and Relatives of
KMP
Enterprises where
KMP/relatives of
KMP have significant
influence or control
iv) FINANCE COST (contd...)
Mukund Nirman LLP 0.25
-
Puneet Mercantiles LLP 1.88
-
Anmol Agrofarm LLP ( Formerly Known as
Rani Mercantile LLP )
0.01
-
Raj Mandir Estates Private Limited 53.87
(1.15)
Radhey Realtors LLP 7.39
-
Satyam Financial Advisory Private Limited 2.88
-
Tip Top Nirman LLP 4.88
-
Gangaur Properties Private Limited 17.93
(1.75)
Sub Total 204.13
(2.90)
v) OTHER EXPENSES
a) Rent
Shangrilla Commercial Co. LLP 0.72
-
Anmol Biscuits Limited -
(0.36)
b) Employee Training and education Expense
Keshav Choudhary 58.32
-
Surabhi Choudhary 32.70
-
c) Corporate Social Resposibility Expense
Baijnath Choudhary Charitable Trust 15.00
-
B The Company’s related party transactions during the year and outstanding balance as at the close of the year are
as follows: (contd...)
126
Notes on financial statements for the year ended 31st March, 2017
(I in Lakhs)
Sl.
No.
Nature of Transaction Erstwhile Holding
Company
KMP and Relatives of
KMP
Enterprises where
KMP/relatives of
KMP have significant
influence or control
v) OTHER EXPENSES (contd...)
d) Sale Promotion Expenses
Neelkanth Enterprises 8.59
-
e) Royalty
Anmol Biscuits Limited -
(13.68)
f) Repairs expense
Bansal Cement Private Limited 0.53
-
Sub Total - 91.02 24.84
(14.04) - -
vi) LOANS TAKEN
Anumati Consultancy and Services Private
Limited
665.00
-
Baid Holdings Private Limited. 330.00
-
Jamboodweep Finance Private Limited 115.00
-
Raj Mandir Estate Private Limited 530.00
-
Gangaur Properties Private Limited 330.00
-
Sub Total 1,970.00
-
vii) REPAYMENT OF LOANS
Anumati Consultancy and Services Private
Limited
406.00
-
Anmol Agrofarm LLP ( Formerly Known as
Rani Mercantile LLP )
1.09
-
J4F Nutriplus Pvt.Ltd. 1.00
-
B The Company’s related party transactions during the year and outstanding balance as at the close of the year are
as follows: (contd...)
127
Anmol Industries Limited Annual Report 2016-17
Notes on financial statements for the year ended 31st March, 2017
(I in Lakhs)
Sl.
No.
Nature of Transaction Erstwhile Holding
Company
KMP and Relatives of
KMP
Enterprises where
KMP/relatives of
KMP have significant
influence or control
v) REPAYMENT OF LOANS (contd...)
Raj Mandir Estates Private Limited 330.00
(38.93)
Delta Nirman LLP 3.00
-
Gangaur Properties Private Limited 315.00
(55.76)
Baid Holdings Private Limited 25.00
-
Jamboodweep Finance Private Limited 57.00
-
Monarch Shelter Private Limited 2.00
-
Satyam Financial Advisory Private Limited 95.00
-
Tip Top Nirman LLP 20.00
-
Sub Total 1,255.09
(94.68)
viii) Purchases of Materials
Anmol Biscuits Limited -
(1,226.22)
Sub Total -
(1,226.22)
ix) Purchase of Investment
Baijnath Choudhary 0.50
-
Gobind Ram Choudhary 0.50
-
Sunita Choudhary 0.50
-
Sub Total - 1.50 -
- -
B The Company’s related party transactions during the year and outstanding balance as at the close of the year are
as follows: (contd...)
128
Notes on financial statements for the year ended 31st March, 2017
(I in Lakhs)
Sl.
No.
Nature of Transaction Erstwhile Holding
Company
KMP and Relatives of
KMP
Enterprises where
KMP/relatives of
KMP have significant
influence or control
xi) Sale of Investments
Biswanath Choudhary 0.375 -
-
Gobind Ram Choudhary 0.375
-
Dilip Kumar Choudhary 0.375
-
Bimal Kumar Choudhary 0.375
-
Sub Total 1.50
-
xii) Buyback of Shares
Monarch Shelter Private Limited 82.56
-
Anumati Consultancy & Services Private
Limited
215.83
-
Shangrilla Commercial Co. LLP 83.73
-
SKG Land Developers LLP 16.92
-
Baid Holdings Private Limited 80.00
-
Rani Mercantiles Private Limited 25.51
-
Anmol Hi-Cool LLP 1.91
-
Jyotim Constructions LLP 4.89
-
Jamboodweep Finance Private Limited 33.33
-
Zen Health Care Product LLP 34.67
-
Gangaur Properties Private Limited 74.50
-
Sub Total 653.85
-
B The Company’s related party transactions during the year and outstanding balance as at the close of the year are
as follows: (contd...)
129
Anmol Industries Limited Annual Report 2016-17
Notes on financial statements for the year ended 31st March, 2017
OUTSTANDING BALANCES WITH RELATED PARTIES: (I in Lakhs)
Sl.
No.
Nature of Transaction Erstwhile Holding
Company
KMP and Relatives of
KMP
Enterprises where
KMP/relatives of
KMP have significant
influence or control
(i) SHORT TERM BORROWINGS
Anmol Hi-Cool LLP 64.04
-
Anumati Consultancy and Services Private
Limited
305.89
-
Baid Holdings Private Limited. 350.93
-
Devesh Management Services Private
Limited
103.11
-
Jamboodweep Finance Private Limited 81.49
-
Juhi Garment Suppliers Private Limited 29.08
-
Delta Nirman LLP 99.99
-
Investors Nirman LLP 78.99
-
Monarch Shelter Private Limited 12.54
-
Mukund Nirman LLP 2.65
-
Puneet Mercantiles LLP 19.98
-
Radhey Realtors LLP 78.47
-
Raj Mandir Estate Private Limited 661.88
-
Gangaur Properties Private Limited 190.71
-
Tip Top Nirman LLP 40.99
-
Choudhary Realtors LLP 205.46
-
Satyam Financial Advisory Private Limited 3.17
-
J4F Nutriplus Private Limited 29.03
-
Sub Total 2,358.40
-
130
Notes on financial statements for the year ended 31st March, 2017
OUTSTANDING BALANCES WITH RELATED PARTIES: (contd...) (I in Lakhs)
Sl.
No.
Nature of Transaction Erstwhile Holding
Company
KMP and Relatives of
KMP
Enterprises where
KMP/relatives of
KMP have significant
influence or control
(ii) TRADE RECEIVABLES
Neelkanth Enterprises 16.15
-
Bansal Cement Private Limited 0.53
-
Wonderland Realtors LLP 0.14
-
Tip Top Nirman LLP 0.12
-
Urban Nirman LLP 0.12
-
Jyotim Constructions LLP 0.12
-
Mukund Nirman LLP 0.12
-
Sub Total 17.30
-
(iii) CORPORATE GUARANTEES GIVEN
Anmol Stainless Private Limited (Limit
I1800.00 lakhs; Outstanding balance of
loan I868.00 lakhs)
868.00
-
Sub Total 868.00
-
(iv) OTHER CURRENT LIABILITIES
Anant Udyog LLP 501.44
-
Sub Total 501.44
-
33.1 The above related party information have been disclosed to the extent such parties have been identified by the
management on the basis of the information available. This has been relied upon by the auditors.
33.2 During the year no amounts have been written off or written back in respect of debts due from or to related parties.
33.3 Figures in brackets represents previous year figures.
131
Anmol Industries Limited Annual Report 2016-17
Notes on financial statements for the year ended 31st March, 2017
35 Certain debit and credit balances are are in the process of confirmation as on the Balance Sheet date.
36 (a) Capital Work in Progress (CWIP) includes Plant and Equipments, Contruction of Building and other assets under
installation & contruction and other expenditure incurred pending completion thereof.
(b) The plant at Anlapatna, Orissa has been commissioned on 29.03.2017 and accordingly, the pre-operative expenses
have been allocated proportionately to the cost of fixed assets on commencement of commercial operation.
(c) The Expenses incurred for Projects/ Assets during the construction period are classified as “ Pre-Operative Expenses”
pending capitalisation and are included under capitalwork in progress and will be allocated to the assets on
completion of the Projects/ assets. Consequently, expenses disclosed under the respective head are net of amount
so classified and details of these are as follows:
34. DETAILS OF EARNING PER ShARE (I in Lakhs)
Particulars 31st March 2017 31st March 2016
a) Profit after Tax 7,522.41 5,914.32
b) Weighted average number of Equity Shares 12,357,708 4,660,200
c) Earnings per share Basic and Diluted
Continuing Operations 51.77 121.95
Total Operations 60.87 126.91
d) Face value per Equity Share 10.00 10.00
(I in Lakhs)
Particulars 31st March 2017 31st March 2016
Amount Transferred as per Scheme of Arrangement ( refer note: 40(A)) 847.99 -
Add: Expense incurred during the year
Interest Expenses 539.52 -
Salary 61.00 -
Manpower Supply 23.44 -
Rates & taxes 19.52 -
Legal & Professional Charges 18.48 -
Security Expenses 12.72 -
Rent Charges 9.70 -
Travelling & Conveneyance 7.56 -
Installation & Commissioning Expenses 7.17 -
Power & Fuel Expense 4.84 -
Vehicle Hiring & Running Exp 4.14 -
Insurance Expenses 3.47 -
Staff Welfare Expenses 2.69 -
Consumption of Stores and Spares 2.61 -
Trainee Stipned 1.16 -
Telephone & Internet Exp 0.64 -
Printing & Stationery 0.24 -
Retainership Fees 0.20 -
Miscellaneous Expenses 58.31 -
Sub Total 1,625.40 -
Less: Amount Capitalised during the year (as per Note 36 (b) above) 1,474.96 -
Total 150.44 -
132
Notes on financial statements for the year ended 31st March, 2017
37. (a) Information regarding Exports, Imports and other matters (I in Lakhs)
Particulars 31st March 2017 31st March 2016
1. C.I.F Value of Imports
Components and Spare parts 0.34 -
Capital Goods 189.12 189.46 - -
2. Expenditure in Foreign currency
Travelling and Conveyance 10.50 1.02
Interest Cost 3.27 17.95
Export Expense 35.46 -
Meeting & Conference 23.86 -
Advertisement 1.15 -
Employee Training and education Expense 159.03 233.27 - 18.97
3. Earnings in Foreign exchange
F.O.B value of exports 346.50 346.50 11.71 11.71
(b) Value of imported and indigenous raw materials, stores and spare parts consumed (I in Lakhs)
Particulars 31st March 2017 31st March 2016
Amount % of total
consumption
Amount % of total
consumption
Raw Materials
Imported - - - -
Indigenous 84,653.00 100.00% 15,950.20 100.00%
Store and Spare parts
Imported 0.34 0.36% - -
Indigenous 92.18 99.64% 96.14 100.00%
(c) Particulars of Unhedged Foreign Exposures as at the Balance Sheet date:
Particulars 31st March 2017 31st March 2016
Foreign
Currency
INR
Value
Foreign
Currency
INR
Value
Advance receive against exports
USD 0.04 2.61 - -
Trade receivables against exports
USD 0.20 13.05 - -
Capital Expenditures
EURO 0.09 6.12 - -
133
Anmol Industries Limited Annual Report 2016-17
Notes on financial statements for the year ended 31st March, 2017
38 Disclosure of loans, Investments and Guarantees covered under section 186(4) of the Companies Act’2013
i) Details of Investment are given under note 13
ii) Details of Loans & Corporate guarantees are as follows: (I in Lakhs)
Name of the company Period Security Purpose As at 31st
March, 2017
( Maximum
Outstandig
amount)
As at 31st
March, 2016
(Maximum
Outstandig
amount)
Loans
ATS Infrastructure Limited Jan'16-Jan'18 Secured against
residential flats
Real estate
business
- -
(312.15) -
Mani Square Limited Sep'16-Jan'17 Unsecured Buisness
Purpose
- -
(104.35) -
Sanjay Danchand Ghodawat Aug'16-Aug'18 Unsecured Buisness
Purpose
- -
(100.92) -
Tirupati Viniyoge Privated Limited Jan'17-Jan'18 Unsecured Buisness
Purpose
- -
(1,019.65) -
Uflex Limited Aug'16-Mar'17 Unsecured Buisness
Purpose
- -
(613.09) -
Chhindwara Plus Developer
Limited
Jan'15-Mar'17 Unsecured Buisness
Purpose
- 475.00
(608.52) (549.20)
Leading Hotels Limited Sep'16-Mar'17 Unsecured Buisness
Purpose
- -
(103.77) -
Shristi Infrastructure
Development
Aug'16-Feb'17 Unsecured Buisness
Purpose
- -
(303.88) -
Sri Bhagawan Mahaveer Jain
Educational andd Cultural Trust
Aug'16-Dec'16 Unsecured Buisness
Purpose
- -
(202.80) -
Wearit Global Limited Sep'16-Mar'17 Unsecured Buisness
Purpose
- -
(207.26) -
SMPL Infra Limited Sep'16-Mar'17 Unsecured Buisness
Purpose
- -
(102.72) -
Ficus Mercantile Limited June'16-Oct'16 Unsecured Buisness
Purpose
- -
(101.35) -
Corporate guarantees
Anmol Stainless Private Limited
(Outstanding Balance of loan)
From
19.11.2012 until
repayment of
loan
- Term Loan
Facility
sanctioned for
I 1800.00 lakhs
868.00 -
(1,330.00) -
*Figures in brackets represents Maximum Outstanding amounts.
134
39. DETAILS OF GOVERNMENT SUBSIDY: (I in Lakhs)
ParticularsFor the year ended
31 March, 2017
For the year ended
31 March, 2016
- Capital Subsidy (recognised under Reserve & Surplus) 200.0 -
- Subsidy from Bihar State Electricity Board (recognised as Income) 8.55 13.40
- VAT Subsidy (recognised as Income) 2,544.51 2,224.43
2,753.06 2,237.83
(I in Lakhs)
ParticularsAnmol Biscuits
Limited
Anmol Biscuits
Limited
Anmol Biscuits
Limited
Assets
Fixed assets 24,018.97 6,081.50 30,100.47
Non-Current Investments 86,186.66 3,601.63 89,788.29
Long-Term Loans and advances 1,158.69 559.36 1,718.05
Other Non-Current Assets 161.05 1.53 162.58
Current Investment 1,242.69 - 1,242.69
Inventories 1,989.55 919.36 2,908.91
Trade receivables 280.08 13.57 293.65
Cash and Bank Balances 209.28 2,689.22 2,898.50
Short-Term Loans & Advances 596.10 1,166.13 1,762.23
Other current assets 24.57 103.10 127.67
115,867.64 15,135.40 131,003.04
Notes on financial statements for the year ended 31st March, 2017
40 SChEME OF ARRANGEMENT
(A) Amalgamation
Pursuant to the Scheme of Arrangement sanctioned by the National Company Law Tribunal (Kolkata Bench) (NCLT)
vide its order dated 3rd March, 2017 (“the Scheme”), Anmol Biscuits Limited (ABL)(Erstwhile Holding Company of AIL)
and Anmol Bakers Private Limited (ABPL) (Erstwhile wholly owned subsidiary of ABL) being the transferor companies,
have been amalgamated with the Company with effect from 1st April, 2016 and 2nd April, 2016 respectively, being
the appointed dates specified in the Scheme. The transferor companies were engaged in the business of food
products comprising of biscuits and other bakery products.
The Scheme has become effective on filing thereof to Registrar of Companies on 22nd March, 2017 and thereby
impact of the aforesaid amalgamation with effect from the appointed dates as mentioned above has been given
effect to in these financial statements under Purchase Method of accounting as prescribed under Accounting
Standard on “Accounting for Amalgamation (AS- 14)”.
In terms of the said Scheme:
(a) All Asset and Liabilities of the Transferor Companies have been transferred to and vested in the Company on
going concern basis at fair values on the Appointed Dates and these have been incorporated in these financial
statements at their respective fair value as determined by independent professionals as detailed below:
135
Anmol Industries Limited Annual Report 2016-17
(I in Lakhs)
ParticularsAnmol Biscuits
Limited
Anmol Biscuits
Limited
Anmol Biscuits
Limited
Liabilities
Long-Term Borrowings 4,530.83 156.97 4,687.80
Deferred tax Liabilities / (Asset)(Net) 431.57 104.42 535.99
Other Long-Term Liabilities - 11.27 11.27
Long-Term Provisions 184.78 44.48 229.26
Short-Term Borrowings 2,739.36 2,097.92 4,837.28
Trade Payables 2,673.03 864.45 3,537.48
Other Current Liabilities 3,066.42 1,037.55 4,103.97
Short-Term Provisions 163.49 3.32 166.81
Capital Investment Subsidy Reserve 30.00 30.00
13,789.48 4,350.38 18,139.86
Net assets transferred on amalgamation 102,078.16 10,785.02 112,863.18
Less: Amount payable towards Buy back of equity
shares (Refer Note 2(f))
653.85 653.85
Less: Consideration in terms of the Scheme:
a) Consideration on amalgamation of ABL
(As per Note (b) below)
138,180.00 - 138,180.00
b) Cancellation of investment in wholly
owned subsidiary on amalgamation of
ABPL (As per Note (c ) below)
33,530.00 33,530.00
Goodwill on amalgamation (As per Note (e) below) (36,755.69) (22,744.98) (59,500.67)
Notes on financial statements for the year ended 31st March, 2017
(b) The equity shareholders of ABL received 63 equity shares of AIL for every 100 equity shares held in ABL and
accordingly, the Company has issued 1,23,57,708 equity shares of face value of Rs. 10 each and differential of
I 1,108.17 per share with respect to fair value thereof as determined by an independent professional has been
transferred to Securities Premium Account.
(c) The fair value of investments as held by ABL (I 52,190.00 lakhs)in respect of its holding in AIL and the issued
capital of AIL (I 721.02 lakhs including share premium of I 255 lakhs) stands cancelled and differential of I
51,468.98 lakhs thereof has been adjusted against Securities Premium Account.
(d) Subsequent to amagamation of ABL as above, the fair value of investments in ABPL as determined by an
independent professional amounting to Rs 33530 being wholly owned subsidiary of the Company has been
cancelled and adjusted against the net assets of the amalgamating Company.
(e) I 59,500.67 lakhs being differential with respect to net assets transferred on amalgamation and consideration
issued/cancelled as above has been considered as goodwill on amalgamation (as detailed in (a) above) and the
same has been amortised over a period of five years against the Securities Premium Account.
136
Notes on financial statements for the year ended 31st March, 2017
(B) Demerger
Subsequent to the above amalgamation becoming effective, pursuant to the said Scheme, Corporate Management
& Treasury Division (CMT Division) (“Demerged Undertaking”) including the assets and liabilities pertaining to the said
Division amalgamated as above, has been segregated from the Company (“Demerged Company”) and transferred to
Anant Udyog Private Limited (AUPL) (“Resulting Company”) with effect from 22nd March, 2017 (“Demerger Appointed
Date”). CMT Division is the undertaking engaged in treasury operations. The Scheme has become effective on filing
thereof to Registrar of Companies on 22nd March, 2017 and thereby impact of the aforesaid demerger with effect
from the appointed date as mentioned above has been given effect to in these financial statements.
(i) In terms of the Scheme:
(a) All Asset and Liabilities of the Demerged Undertaking have been transferred to and vested in AUPL on going
concern basis at their respective book values as on Demerger Appointed Date as detailed below:
(ii) The shareholders of the Resulting Company and their shareholding pattern are similar to the Company and as
required in terms of the scheme, no shares or any other consideration has been given to the shareholders of
the Demerged Company on demerger of CMT DIvision and thereby I 27,099.80 lakhs being differential between
Assets and Liabilities of CMT Division transferred pursuant to said demerger has been adjusted with Securities
Premium Account, in terms of the said Scheme.
(C) Title deeds, conveyence and other legal documents including those relating to charges etc against loan pertaining
to the amalgamating companies and those transferred under demerger are in the process of being registered/ re-
organised in favour of the Company and/or demerged company, as the case may be.
(D) Expenses incurred in connection with the Scheme being non operational in nature has been recognised and
disclosed in the Statement of Profit and Loss under Exceptional items.
41 EXCEPTIONAL ITEMS INCLUDE:
(a) Expenses incurred in connection with the Scheme including stamp duty of I 1,009.80 lakhs, professional fees of I
131.04 lakhs and other charges I 3.14 lakhs (Note 40(D)).
(b) Provision made in respect of sales tax demand raised by Uttar Pradesh Sales Tax Department of I 897.91 lakhs
(including interest I 383.81 lakhs) pertaining to the years from 2006-07 to 2007-08 for availment of sale tax benefit
under Incentive Scheme, pending final decision of the review petition before the Honourable Supreme Court.
(I in Lakhs)
Particulars CMT Division
Assets
Fixed Assets -Land and Building 2,836.01
Investments 21,207.93
Long Term Loans and Advances 3,216.50
27,260.44
Liabilities
Other Liabilities 160.64
Net assets transferred on demerger 27,099.80
137
Anmol Industries Limited Annual Report 2016-17
Notes on financial statements for the year ended 31st March, 2017
42 DISCONTINUING OPERATIONS
In view of the demerger of CMT Division as given in Note 40(B) above,the operations thereof have been considered as
discontinued operations and disclosures as required as per Accounting Standard - 24 are as follow:
(a) Revenue and Expenses (I in Lakhs)
ParticularsFor the year ended
31 March, 2017
For the year ended
31 March, 2016
Other Income
(i) Interest Income on:-
Loan to Body Corporate 299.49 61.54
Current Investment 16.26 -
Non- current investments 41.66 -
(ii) Provision written back on current investment 285.88 -
(iii) Dividend Income
- Current investments - 70.89
- Non- current investments 102.34 -
(iv) Net Gain on Sale of Investments
- Current investments 564.72 41.74
- Non- current investments 129.91 -
Total Revenue 1,440.27 174.17
Expenses
Employee Benefit Expenses 5.92 5.32
Finance Costs 19.58 -
Depreciation and Amortization expenses 12.86 -
Other Expenses 48.12 20.92
Total Expenses 86.48 26.24
Exceptional Items - -
Profit from discontinuing operations 1,353.79 147.93
Current Tax Expense of discontinuing operations 130.50 15.62
Deferred Tax Expense of discontinuing operations 98.94 (98.94)
PROFIT FOR THE YEAR FROM DISCONTINUING OPERATIONS 1,124.35 231.24
(b) Assets and Liabilities (I in Lakhs)
Particulars As at
31st March, 2017
As at
31st March, 2016
Total Assets - 8,986.93
Total Liabilities - 0.44
Net Assets - 8,986.49
(c) Cash Flows (I in Lakhs)
Particulars As at
31st March, 2017
As at
31st March, 2016
Net Cash Flow from Investing Activities (discontinuing Operations) (4,877.01) (9,473.84)
138
Notes on financial statements for the year ended 31st March, 2017
43 DISCLOSURE ON SPECIFIED BANK NOTES(SBNS):
During the year, the Company had specified bank notes or other denomination note as defined in the MCA notification
G.S.R. 308(E) dated 31 March, 2017 on the details of Specified Bank Notes (SBN) held and transacted during the period
from 9 November 2016 to 30 December 2016, the denomination wise SBNs and other notes as per the notification is
given below:
44 Due to the impact of Scheme of Arrangement as given in note 40, being given effect to in the current year, corresponding
figures of the previous year are not comparable.However, previous year’s figures have been regrouped/ re-arranged/
reclassified, wherever considered necessary.
(I in Lakhs)
Particulars
SBNs * Other
Denomination
Notes
Total
Closing cash in hand as on 08.11.2016 30.47 6.94 37.41
Add:
Permitted receipts 0.34 21.95 22.29
Withdraw from bank - 23.02 23.02
Less:
Permitted payments - 43.16 43.16
Amount deposited in Banks 30.81 1.18 31.99
Closing cash in hand as on 30.12.2016 - 7.57 7.57
*For the purposes of this clause, the term ‘Specified bank notes’ shall have the same meaning provided in the notification
of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O.3407(E), dated 8
November 2016.
As per our Report of even date
For Lodha & Co. For and on behalf of the Board
Chartered Accountants
R.P.Singh Biswanath Choudhary Bimal Kumar Choudhary Dilip Kumar Choudhary
Partner (Chairman) (Managing Director) (Vice Chairman)
Place: Kolkata Poonam Chandra Tibrewal Brundaban Behera
Date: 12.09.2017 (Chief Financial Officer) (Company Secretary)
139
Anmol Industries Limited Annual Report 2016-17
NOTES
140
Notes
A PRODUCTinfo@trisyscom.com
www.anmolindustries.com
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