Principal Activities The principal activities of the company is manufacturing of products for the health and beauty industry.

Transcription

1 FRAVIN PTY LTD DIRECTORS REPORT FOR THE PERIOD 07 th JANUARY 2015 TO 31 st MARCH 2015 The directors present their report and the financial statements for the period 7 th January 2015 to 31 st March Directors Responsibilities Directors are required to prepare financial statements, which give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the period ending on that date. In preparing those financial statements, directors are required to: Select suitable accounting policies and apply them consistently; Make judgments and estimates that are reasonable and prudent; Prepare the financial statements on a going concern basis unless it is inappropriate to presume that the company will continue in business. Directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure the financial statements, comply with rules and regulations applicable. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Incorporation Fravin Pty Ltd was incorporated on 02 nd June, 2004 under a licence issued by the Government of Australia. Principal Activities The principal activities of the company is manufacturing of products for the health and beauty industry. Subsidiary Fravin Pty Ltd has subsidiaries Diamond Bio-Tech Laboratories Pty Ltd, Australia and Greenlab Organics Limited, UK. Directors and their interests The Directors who held office during the period were as follows: Peter Francis Yogesh Goenka Amitabh Goenka None of the Directors had an interest in the shares of the company at any time during the period. Election to dispense lying accounts The company has elected to dispense with laying accounts before the members in general meeting. Members, may however, may by notice in writing to the company at its registered office require that accounts are laid before the members in general meeting. Approved by the Board and signed on its behalf by: Date: 11th MAY 2015 Place: Kolkata Yogesh Goenka Director

2 To The Members of Emami Limited Report on the Financial Statements made out as per the requirements of section 129 of the Companies Act We have checked the accompanying financial statements of FRAVIN PTY LTD ( the Company ) incorporated at Australia, which comprise the Balance Sheet as at 31st March 2015, and the Statement of Profit and Loss and the Cash Flow Statement for the period then ended, and a summary of significant accounting policies and other explanatory information, being made in accordance with the requirements of Indian Companies Act 2013 ( the Indian Act ), from the audited accounts of the company under the statute of the country of its incorporation, which have been relied upon by us. 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, read with Rule 7 of the Companies (Accounts) Rules, This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor s Responsibility The audit was conducted under statute of country of incorporation of the company, by the local auditor at Australia in Australian currency, followed by our further check of true and fairness of accounts drawn up in terms of requirement of Indian Act,. Management has prepared the financial statements, based on the audited accounts, in accordance with the provisions of the Indian Act, in Indian Rupees. We have checked the financial statements prepared by the management, in Indian currency. We did not audit the financial statements of the company. These financial statements were audited by the local auditors whose reports have been furnished to us, and our opinion is based solely on the reports of other auditors. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its loss and its cash flows for the period ended on that date.

3 Report on Other Legal and Regulatory Requirements I. The Companies (Auditor s Report) Order, 2015 ( the Order ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, is not applicable to the company. II. As required by Section 143 (3) of the Act, we report that: a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our checking. b. In our opinion and based on the audit report of local auditor, proper books of account as required by law have been kept by the Company. c. In our opinion and based on the audit report of local auditor, 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, read with Rule 7 of the Companies (Accounts) Rules, e. With respect to the other matters to be included in the Auditor s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company does not have any pending litigations which would impact its financial position; ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. For, S. K. AGRAWAL & CO. Chartered Accountants Registration No E Sd/- RadhaKrishan Tondon Partner Kolkata Membership No: Dated: 13 th May 2015

4 FRAVIN PTY LTD BALANCE SHEET AS AT 31ST MARCH 2015 Note No. EQUITY AND LIABILITIES Shareholders funds Share capital ,564 Reserves and surplus 2.2 (59,823) Amount in As at ,740 Current liabilities Short-term borrowings 2.3 7,581 Trade payables 2.4 3,907 Other current liabilities Short Term Provision 2.6 1,108 12,868 ASSETS 140,609 Non-current assets Fixed assets 2.7 Fixed assets 23,490 Intangible Assets 60 23,550 Non-current investments Long-term loans and advances 2.9 2,708 Deferred Tax Asset (Net) ,330 TOTAL 27,589 Current assets Inventories ,557 Trade receivables ,627 Cash and cash equivalents ,000 Short-term loans and advances ,020 Significant accounting policy and notes on accounts 1 & 2 140,609 - For S. K. Agrawal & Co. Chartered Accountants Radhakrishan Tondon Partner Yogesh Goenka Director Dated : 13th MAY 2015 Place : Kolkata

5 FRAVIN PTY LTD STATEMENT OF PROFIT & LOSS FOR THE PERIOD 7TH JANUARY 2015 TO 31ST MARCH 2015 Amount in Note No. I.Revenue from operations ,236 II. Other income ,265 III. Total Revenue (I + II) 10,501 IV. Expenses: Cost of Materials Consumed 450 Changes in Inventories of Stock in Trade ,239 Employee benefits expense ,162 Finance costs Depreciation and amortization expense Other expenses ,839 Total expenses 10,058 V. Profit for the period (III- IV) 443 Tax Expense: Current Tax Deferred Tax 604 (Excess)/Short Provision of Earlier Years Profit for the period (162) Earnings per equity share: (1) Basic (0.06) (2) Diluted (0.06) Significant accounting policy and notes on accounts 1 & 2 For S. K. Agrawal & Co. Chartered Accountants Radhakrishan Tondon Partner Yogesh Goenka Director Dated : 13th MAY 2015 Place : Kolkata

6 FRAVIN PTY LTD Significant Accounting policies and notes on accounts Accounts of Fravin Pty Ltd ( subsidiary of Emami International FZE, a company incorporated in United Arab Emirates ) incorporated at Adelaide, Australia have been made out as per requirement of Sec 129(2) of Indian Companies Act, 2013.This entailed drawing up the Balance Sheet & Statement of Profit and Loss of the subsidiary in a manner so as to make it appear conforming to requirements of Indian Companies Act, 2013 for the purpose of annexing the particulars of the company with its holding company under section 129(2) of the Indian Companies Act, 2013 a. b. Translation of various heads of accounts has been done in terms of Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rules, 2014 Presentation of accounts are in terms of Schedule III of Companies Act, 2013 including disclosure of necessary information as laid down under section 129(1) of companies Act, Significant accounting policies 1.1 Basis of Accounting These accounts have been prepared on historical cost basis and on the accounting principles of a going concern to comply in all material aspects with applicable accounting principles in India, the Accounting Standards specified under Section 133 of the Companies Act 2013 read with Rule 4 of Companies (Accounts) Amendment Rules, 2014 and other relevant provisions of the Companies Act, Revenue and Recognition Income & Expenditure are recognized on accrual basis. 1.3 Fixed Assets Fixed Assets are stated at cost less Depreciation. Projects under commisioning and other capital work in progress are carried at cost, comprising direct cost related incidental expenses and interest on borrowings there against. 1.4 Intangible Assets Patents and trademarks are carried at cost less accumulated depreciation and any impairment losses. Patents and trademarks have a finite life and are amortised on a systematic basis matched to the future economic benefits over the useful life of the asset. Patents and trademarks are amortised over their useful life ranging from 15 to 20 years. Research and Development expenditure during the research phase of a project is recognised as an expense when incurred. Development costs are capitalised only when technical feasibility studies identify that the project will deliver future economic benefits and these benefits can be measured reliably. Development costs have a finite life and are amortised on a systematic basis matched to the future economic benefits over the useful life of the project. Research and development is amortised over the useful life ranging from 10 to 15 years. 1.5 Depreciation Depreciation of all property, plant & equipment, except for freehold land is provided on a straight line method from the date the management determine that the asset is available for use. Assets held under a finance lease and leasehold improvements are depreciated over the shorter of the term of the lease and the assets useful life. The depreciation rates used for each class of depreciable asset are: Leasehold Improvements - 2.5%, Plant & Equipment % and Leased Plant & Equipment - 10% 1.6 Inventories The inventories are valued at cost or net realisable value whichever is lower. Cost is determined under FIFO method. 1.7 Provisions & Contingent Liabilities Provisions are recognized when the company has a legal and constructive obligation as a result of a past event, for which it is probable that a cash outflow will be required and a reliable estimate can be made of the amount of the obligation. Contingent liabilities are disclosed when the company has a possible obligation or a present obligation and it is probably that a cash flow will not be required to settle the obligation. 1.8 Foreign Currency Transactions Monetary Assets & Liabilities in foreign currency that are outstanding at the year end and not covered by forward contracts are translated at the year end exchange rates.

7 1.9 Preliminary & Preoperative Expenses This represents expenditures incurred relating to incorporation of the company; the same is to be written off in a period of five years from commencement of commercial operations Borrowing Cost Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of such assets. All other borrowing costs are charged to revenue. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use Income Tax 1.12 a b c d e f g The tax expense recognised in the statement of profit or loss and other comprehensive income relates to current income tax expense plus deferred tax expense (being the movement in deferred tax assets and liabilities and unused tax losses during the year). Current tax is the amount of income taxes payable (recoverable) in respect of the taxable profit (tax loss) for the year and is measured at the amount expected to be paid to (recovered from) the taxation authorities, using the tax rates (and tax laws) that hacve been enacted or substantively enacted by the end of the reporting period. Deferred tax is provided on temporary differences which are determined by comparing the carrying amounts of tax bases of assets and liabilities to the carrying amounts in the financial statements. Deferred tax is not provided for the following: - The initial recognition of an asset or liability in a transaction that is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). - Taxable temporary differences arising on the initial recognition of goodwill. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax consequences relating to a non-monetary asset carried at fair value are determined using the assumption that the carrying amount of the asset will be recovered through sale. Deferred tax assets are recognised for all deductible temporary differences and unused tax losses to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and losses can be utilised. Current tax assets and liabilities are offset where there is a legally enforceable right to set off the recognised amounts and there is an intention either to settle on a net basis or to realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset where there is a legal right to set off current tax assets against current tax liabilities and the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered. Current and deferred tax is recognised as income or an expense and included in profit or loss for the period except where the tax arises from a transaction which is recognised in other comprehensive income or equity, in which case the tax is recognised in other comprehensive income or equity respectively. Translation of accounts from the currency of country of it s incorporation AUD to INR: Fixed assets are translated to INR in terms of the exchange rate ruling at the year end. Current assets have been recognized in accounts at exchange rate ruling at the year end. All outside liabilities have been recognized in accounts at exchange rate ruling at the year end. Income and expenses have been recognized in accounts at average exchange rate ruling during the period. Equity Shares has been recognized in accounts at the exchange rate ruling at the beginning of the period. Resulted gain/loss because of the above is accounted for as foreign currency translation reserve in the Balance Sheet. The translation for current year is done at current year prevailing rates and for previous year at previous year prevailing rates.

8 2. Notes on accounts for the period ended 31st March' Share Capital Authorised Authorised Share Capital 2,700, ,564 Issued, Subscribed and Fully Paid Up Equity Shares of 1.35 AUD /- each 2,700, ,564 TOTAL 187,564 The reconciliation of number of shares outstanding and the amount of share capital as on 31st March' 2015: Number Shares outstanding at the beginning of the year 2,700, ,564 Shares outstanding at the end of the year 2,700, ,564 The company has only one class of equity shares having a par value of AUD Each holder of equity shares is entitled to one vote per share. In the event of liquidation of company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. Details of shareholders holding more than 5% shares in the company : Name of Shareholder No. of Shares % of Holding held Emami International FZE, a company duly 1,800, % incorporated under the laws of United Arab Emirates Benton Bay Pty Ltd 899, %

9 2.2 Reserves & Surplus a. Foreign Currency Translation Reserve Opening Balance Transfer for the period (6,404) Closing Balance (6,404) b. Surplus/ (Deficit) Opening balance (54,265) Loss for the period (162) Closing Balance (54,427) c. General Reserves 1,007 TOTAL (59,823) 2.3 Short Term Borrowings Hunter Premium Funding 192 Loans from Lock 7, Loans from Greenlab Organics Ltd ,581 TOTAL 7, Trade Payables Supply & Services 3,104 Accruals 803 3,907 TOTAL 3, Other Current Liabilities Duties & Taxes (PAYG Payable) 273 TOTAL Short Term Provision Annual Leave 187 Long Service Leave 921 1,108 TOTAL 1,108

10 1 42,010 42,094 Avg Fixed Assets Amount (in '000) G R O S S B L O C K D E P R E C I A T I O N N E T B L O C K Balance as Additions Disposals Adjustment Balance as Balance as Depreciation Adjustment Adjustment Balance as P A R T I C U L A R S on on at on charge due to on at As on Translation for the revaluations Translation 42,094 period /(impairment) Plant and Machinery 21, , ,085 20, Leasehold Improvement 3, , , Tangible Assets Total 24, , ,156 23,490 Intangible Assets Patents & Trademarks GRAND TOTAL 24, , ,158 23, , ,906 1,172 17,094 7,273 * Note : Opening Asset 570, ,665 60,000 1,210 14, Opening Depre 15,808 14, , Current Deprec 6,989 6, , ,906

11 2.8 Non-current investments Trade Investments Investment in Equity instruments - Subsidiary Companies (Unquoted at Cost) Diamond Bio-tech Laboratories Pty Ltd 0.10 Greenlab Organics Limited TOTAL 0.21 Aggregate book value of Unquoted investment Short Term Loans and Advances Loan to Diamond Bio-Tech Laboratories Pty Ltd. - 1,520 Subsidiary Loan to Abache Pty Ltd - Step down Subsidiary 1,188 2,708 TOTAL 2, Deferred Tax Asset (Net) Deferred Tax Assets 3,536 Tax impact of expenses charged off in financial statement but allowance under tax law deferred Deferred Tax Liabilities 2,206 Tax impact due to difference between tax depreciation and book depreciation TOTAL 1, Inventories Stock-in-trade 19,557 TOTAL 19,557 *Notes Mode of valuation is cost or net realisable value whichever is lower. Cost is determined on FIFO Basis.

12 2.12 Trade Receivables Trade receivables outstanding for a period of more than 180 days - - Others Secured, considered good - Unsecured, considered good 1,627 1,627 TOTAL 1, Cash and cash equivalents Current account Balances with banks 90,993 Cash on hand 7 91,000 TOTAL 91, Short Term Loans and Advances Prepaid Expenses 760 GST Refundable TOTAL 836

13 2.15 Revenue from operations Sale of products 3,236 TOTAL 3, Other income Foreign Exchange Gain 7,265 TOTAL 7, Changes in Inventories of Stock in Trade (I) Opening Stock 22,796 (II) Closing Stock 19,557 3,239 (I-II) 3, Employee benefits expense Salaries and wages 3,162 TOTAL 3, Finance costs Interest Cost 23 TOTAL OTHER EXPENSES Power and fuel 71 Rent 555 Insurance 210 Rates and taxes, excluding taxes on income 78 Repairs and Maintenance 120 Research & Development 21 Freight & Forwarding 41 Registration Fees 210 Telephone 28 Printing Stationery 2 Auditor's Remuneration* 49 Legal and Professional Fees 963 Travelling and Conveyance 13 Bank Charges 33 Staff Welfare 134 Miscellaneous Expenses 308 2,839 TOTAL 2,839 * Refere Note No 2.23

14 2.21 There were no financial commitments contracted for but not provided at the year end Income & expenditure in foreign currency This company being incorporated in Adelaide, Austraila information relating to expenditure in foreign currency, CIF value of imports and earnings in foreign exchange are not applicable hence not reported Payment to Auditors 31st Mar'15 As auditor: Audit Fees 49 Total Transaction with related parties for the year ended 31st March 2015 are as follows; Parties with common control: Name Relation % of Holding Emami Limited Emami International FZE Ultimate Holding Company Holding Company 66.67% Diamond Bio-Tech Laboratories Pty Ltd Subsidiary Company 100% Greenlab Organics Limited Subsidiary of Diamond Bio-Tech 100% Laboratories Pty Ltd Diamond Bio-Tech Total Outstanding During the period As at Loan Given 1,520 1,520 Greenlab Organics Total Outstanding During the period As at Loan Taken Abache Pty Ltd Total Outstanding During the period As at Loan Given 1,188 1, All the figures have been expressed in Rupees in thousands ( 000s) unless stated otherwise. Emami Limited through its wholly owned subsidiary Emami International FZE, has acquired 66.67% shares in Fravin Pty Ltd on 6th January Accordingly, the company has become step down subsidiary of Emami Limited w.e.f 6th January Hence, previous year figures has not been disclosed. For S. K. Agrawal & Co. Chartered Accountants Radhakrishan Tondon Partner Yogesh Goenka Director Dated : 13th MAY 2015 Place : Kolkata

15 FRAVIN PTY LTD CASH FLOW STATEMENT FOR THE PERIOD 7TH JANUARY 2015 TO 31ST MARCH 2015 Rs. '000 31st March,2015 A CASH FLOW FROM OPERATING ACTIVITIES: Net Profit before tax & extraordinary items (162) Add : Adjustments for: Depreciation 346 Increase / Decrease in Deffered Tax Payabale 762 Interest Paid - 1, Less : Interest Received - Operating Profit before working capital changes 946 Changes in Working Capitals Add/Less : Inventories 3,239 Short-term loans and advances (2,708) Other Current Assets. (162) Trade and Other Receivables 730 Long-term provisions (175) Trade payables (1,940) Other current liabilities 960 Short-term provisions (344) (400) Net Cash flow from operating activities 546 B CASH FLOW FROM INVESTING ACTIVITIES: Purchase of intangible assets (6) (6) Net Cash Used in Investing Activities (6) C CASH FLOW FROM FINANCING ACTIVITIES: Disbursement of unsecured loan (1,956) Proceeds from Share Issue 93,585 91,629 Net Cash Used in Financing Activities 91,629 D Effect of Foreign Exchange Reserve (10,992) E Effect of Foreign Exchange Fluctuation 7,265 Net Increase(+)/Decrease(-) in cash & cash equivalents (A+B+C+D+E) 88,442 *Cash and Cash equivalents in opening balance 2,559 *Cash and Cash equivalents in closing balance 91,000 *Represent Cash & bank Balance as indicated in 91,000 Note As per our report of even date For S.K.Agrawal & Co. Chartered Accountants Radhakrishan Tondon Partner Yogesh Goenka Director Dated : 13th MAY 2015 Place : Kolkata