SAIBA Industries Private Limited Financials FY

Transcription

1 SAIBA Industries Private Limited Financials FY

2 Independent Auditor s Report To the Members of Saiba Industries Private Limited Report on the Standalone Ind AS Financial Statements We have audited the accompanying standalone Ind AS financial statements of Saiba Industries Private Limited( the Company ), which comprise the balance sheet as at 31 March 2017, the statement of profit and loss (including other comprehensive income), the statement of cash flows and the statement of changes in equity for the year then ended and a summary of the significant accounting policies and other explanatory information (herein after referred to as standalone Ind AS financial statements ). Management s Responsibility for the Standalone 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 standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with relevant rules issued there under. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding 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 standalone Ind AS 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 standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS 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 standalone Ind AS financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

3 Opinion In our opinion and to the best of our information and according to the explanations given to us, the afore said standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India including the Ind AS, of the financial position of the Company as at 31 March, 2017, and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date. Report on Other Legal and Regulatory Requirements 1 As required by the Companies (Auditor s Report) Order, 2016 ( the Order ) issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order. 2 As required by Section 143(3) of the Act, we report that: (a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. (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, the statement of cash flows and the statement of changes in equity dealt with by this Report are in agreement with the books of account; (d) in our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act read with relevant rule issued there under; (e) on the basis of the written representations received from the directors as on 31 March 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 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 ; and (g) With respect to the other matters to be included in the Auditor s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. the Company 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; iii. there were 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 its standalone Ind AS financial statements as to holdings as well as dealings in Specified Bank Notes during the period

4 from 8 November, 2016 to 30 December, 2016 and these are in accordance with the books of accounts maintained by the Company. Refer Notes to the standalone Ind AS financial statements. for BATLIBOI & PUROHIT Chartered Accountants Firm Reg. No.: W Kaushal Mehta Partner Membership No: Place : Mumbai Date : May 11, 2017

5 Annexure - A to the Auditors Report The Annexure referred to in Independent Auditors Report to the members of the Company on the standalone Ind AS financial statements for the year ended 31 March 2017, we report that: (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (ii) (iii) (iv) (v) (vi) (b) The fixed assets have been physically verified by the management during the previous year under a program of verification of fixed assets once in every 3 years, which in our opinion, is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were identified on such verification. (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company. The management has conducted physical verification of inventory at reasonable intervals during the year. Discrepancies noted on physical verification of inventories were not material, and have been properly dealt with in the books of account. The Company has not granted any loans, secured or unsecured to Companies, Firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act. Accordingly, paragraph 3(iii) (a), (b) and (c) of the Order are not applicable to the Company. According to the information and explanations given to us, the Company has not granted any loans, made investments, given guarantees and security. Accordingly, the paragraph 3(iv) of the Order is not applicable to the Company. The Company has not accepted any deposits from the public. To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under clause 148(1) of the Companies Act, 2013 for the Company. Accordingly, paragraph 3 (vi) of the Order are not applicable to the Company. (vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income-tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees state insurance and duty of excise. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues were in arrears as at 31 March 2017 for a period of more than six months from the date they became payable. (b) According to the information and explanations given to us, outstanding dues of sales tax that have not been deposited by the Company on account of disputes: Name of the Statute Nature of Dues Amount in (Rs.) Period to which the amount relates Forum where dispute is pending Sales Tax Act Sales Tax 13,50, High Court, Mumbai

6 Sales Tax Act Sales Tax 8,12, High Court, Mumbai Sales Tax Act Sales Tax 15,98, High Court, Mumbai Sales Tax Act Sales Tax 11,42, Joint commissioner of Sales Tax (Appeals) Sales Tax Act Sales Tax 87,90, Commissioner of Sales Tax (Appeals) (viii) (ix) (x) (xi) (xii) (xiii) (xiv) (xv) (xvi) Based on our audit procedures and as per information and explanation given by the management, the Company did not have any outstanding dues in respect of loans or borrowings from any financial institution, bank, government or debenture holders. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable. According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit. The Company has not paid any remuneration to managerial personnel. Accordingly, the paragraph 3(xi) of the Order is not applicable. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable accounting standards. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act for BATLIBOI & PUROHIT Chartered Accountants Firm Reg. No.: W Kaushal Mehta Partner Membership No: Place : Mumbai Date : May 11, 2017

7 Annexure - B to the Auditors 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 Saiba Industries Private Limited ( the Company ) as of 31 March 2017 in conjunction with our audit of the standalone Ind AS 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 detectionoffraudsanderrors,theaccuracyandcompletenessoftheaccountingrecords,andthetimely preparation of reliable financial information, as required under the Companies Act,2013. 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 on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, 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 Institute of Chartered Accountants of India. 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 standalone Ind AS 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 over financial reporting.

8 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'sinternalfinancialcontroloverfinancialreportingincludesthosepoliciesandproceduresthat (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 authorisations of management and directors of the company; and (3) providereasonableassuranceregardingpreventionortimelydetectionofunauthorisedacquisition,use, or disposition of the company's assets that could have a material effect on the financialstatements. 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 31 March 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 BATLIBOI & PUROHIT Chartered Accountants Firm Reg. No.: W Kaushal Mehta Partner Membership No: Place : Mumbai Date : May 11, 2017

9 Saiba Industries Private Limited Balance sheet as at 31 March 2017 Note As at 31 March 2017 In INR As at 31 March 2016 As at 1 April 2015 I. ASSETS (1) Non-current assets Property, Plant and Equipment 2 49,54,938 6,73,21,438 7,08,97,818 Investment property 3 14,76,92, Other Intangible assets 4 40,938 52,615 - Intangible assets under development ,002 Financial Assets Loans 5 15,38,379 15,38,379 10,38,379 Others 6 35,98,867 33,60,754 31,19,311 Income tax assets (net) 32,27,476 8,75,706 8,75,706 Total non current assets 16,10,52,784 7,31,48,892 7,59,44,216 (2) Current Assets Inventories 7 34,46,776 36,66,302 55,75,145 Financial Assets Trade receivables 8 1,39,31,948 1,26,61,692 1,08,78,822 Cash and cash equivalents 9 40,17,887 50,69,816 15,60,191 Loans 10 25,000 25,000 5,25,000 Others 11 23,60,938 48,838 93,842 Other current assets 12 6,16,991 8,28,705 7,20,552 Total current assets 2,43,99,540 2,23,00,353 1,93,53,552 TOTAL ASSETS 18,54,52,324 9,54,49,245 9,52,97,768 II. EQUITY AND LIABILITIES (1) Equity Equity share capital 13 21,98,000 21,98,000 21,98,000 Other equity 14 7,72,89,911 6,79,19,804 6,02,60,846 Total equity 7,94,87,911 7,01,17,804 6,24,58,846 (2) Non current liabilities Long term provisions 15 1,52,937 1,09,814 85,000 Deferred tax liabilities (net) 21 1,10,69,802 85,41,891 70,76,177 Total non current liabilities 1,12,22,739 86,51,705 71,61,177 (3) Current liabilities Financial liabilities Borrowings 16 8,50,00, Trade payables 17 33,61,409 27,40,052 66,57,900 Other financial liabilities 18 45,12,511 1,16,52,373 1,26,27,915 Other current liabilities 19 1,66,583 2,69,828 42,06,995 Short term provisions 20 10,14,293 10,11,854 10,09,000 Current tax liability (net) 6,86,878 10,05,630 11,75,936 Total Current liabilities 9,47,41,674 1,66,79,737 2,56,77,746 Total liabilities 10,59,64,413 2,53,31,442 3,28,38,923 TOTAL EQUITY AND LIABILITIES 18,54,52,324 9,54,49,245 9,52,97,768 As per our report of even date For Batliboi & Purohit Chartered Accountants ICAI Firm Regn. no W For and on behalf of the Board of Directors of Saiba Industries Private Limited CIN: U15495MH1960PTC Kaushal Mehta Ramesh Vaze Partner Director Membership No: DIN: Prabha Vaze Director DIN: Place: Mumbai Date: May 11, 2017 Date: May 11, 2017

10 Saiba Industries Private Limited Statement of profit and loss for the year ended 31 March 2017 In INR Year ended Year ended Note 31 March March 2016 Revenue I. Revenue from Operations (Gross) 22 4,98,92,842 4,30,06,904 II. Other income 23 43,55,837 4,04,952 III. Total Income (I+II) 5,42,48,679 4,34,11,856 IV. Expenses Cost of materials consumed 24 1,38,42,273 1,13,03,329 Changes in inventories of finished goods, work-in-progress and stock-in-trade 25 6,20,966 15,82,241 Employee Benefits Expenses 26 35,71,611 36,23,085 Excise Duty 28,42,113 24,33,496 Depreciation and Amortization Expenses 27 22,62,498 36,04,359 Finance costs 28 47,19,091 - Other Expenses 29 1,08,38,658 94,38,672 Total Expenses (IV) 3,86,97,210 3,19,85,182 V. Profit/(loss) before Exceptional Items and Tax 1,55,51,469 1,14,26,674 VI. Exceptional Items - - VII. Profit/(loss) before Tax 1,55,51,469 1,14,26,674 VIII. Tax expense: 1. Current Tax 21 52,68,260 38,80, Deferred Tax 21 (4,48,755) (79,484) 3. Adjustment for tax of earlier years 10,45,259 - IX. Profit/(Loss) for the year 96,86,705 76,26,158 X. Other comprehensive income Items that will not be reclassified into profit or loss: Remeasurements of defined benefit liability/asset (4,72,979) 48,999 Income tax related to items that will not be reclassified to profit or loss 1,56,381 (16,201) (3,16,598) 32,798 XI. Total comprehensive income for the year 93,70,107 76,58,957 XII. Earnings per equity share Basic earnings per share 4,407 3, Diluted earnings per share 4,407 3,470 As per our report of even date For Batliboi & Purohit Chartered Accountants ICAI Firm Regn. no W For and on behalf of the Board of Directors of Saiba Industries Private Limited CIN: U15495MH1960PTC Kaushal Mehta Ramesh Vaze Prabha Vaze Partner Director Director Membership No: DIN: DIN: Place: Mumbai Mumb Date: May 11, 2017 Date: May 11, 2017

11 Saiba Industries Private Limited Statement of Changes in Equity (SOCIE) (a) Equity share capital As at 31 March 2017 Amount in INR As at 31 March 2016 No. of Shares Amount No. of Shares Amount Balance at the beginning of the reporting period 2,198 21,98,000 2,198 21,98,000 Changes in equity share capital during the year Balance at the end of the reporting period 2,198 21,98,000 2,198 21,98,000 (b) Other equity Attributable to owners of the Company Reserves & Surplus Particulars General Reserve Retained earnings Total Total Equity Balance at 1 April ,55,629 5,57,05,217 6,02,60,846 6,02,60,846 Profit for the year - 76,26,158-76,26,158 76,26,158 Other comprehensive income for the year - 32,798 32,798 32,798 Total comprehensive income for the year - 76,58,957 76,58,957 76,58,957 Balance as at 31 March ,55,629 6,33,64,174-6,79,19,803 6,79,19,803 Profit for the year - 96,86,705-96,86,705 96,86,705 Other comprehensive income for the year - (3,16,598) (3,16,598) (3,16,598) Total comprehensive income for the year - 93,70,107 93,70,107 93,70,107 Balance at 31 March ,55,629 7,27,34,281 7,72,89,910-7,72,89,910 - As per our report of even date For Batliboi & Purohit Chartered Accountants ICAI Firm Regn. no W For and on behalf of the Board of Directors of Saiba Industries Private Limited CIN: U15495MH1960PTC Kaushal Mehta Ramesh Vaze Partner Director Membership No: DIN: Prabha Vaze Director DIN: Place: Mumbai Date: May 11, 2017 Date: May 11, 2017

12 Saiba Industries Private Limited Statement of cash flows for the year ended 31 March 2017 In INR Year ended 31 March 2017 Year ended 31 March 2016 Cash flow from operating activities Profit before tax 1,55,51,469 1,14,26,674 Adjustments for: Depreciation and amortisation 22,62,498 36,04,359 Sundry balances written back - (82,423) Actuarial gain/loss on defined benefit obligations (4,72,979) 48,999 Provision for doubtful debts 4,34,863 2,73,106 Interest income (2,64,572) (3,22,529) Rental income from investment property (40,37,000) Balances written off - 13,002 Interest on loan 47,19,091-26,41,901 35,34,514 Working capital adjustments (Increase) / decrease in inventories 2,19,527 19,08,843 (increase) / decrease in trade receivables (17,05,119) (20,55,976) (increase) / decrease in loans (21,00,386) (63,153) Increase / (decrease) in trade payables 6,21,357 (38,35,425) Increase / (decrease) in financial liabilities and provisions 4,37,767 (48,85,042) (25,26,855) (89,30,753) Income Tax paid (58,50,992) (25,21,306) Net cash flows from operating activities 98,15,524 35,09,129 Cash flow from investing activities Payment for purchase and construction of property, plant and equipment (1,34,79,256) (80,594) Payment for purchase of investment property (8,34,57,531) Decrease / (increase) in margin deposits and other bank balances (1,08,323) (2,59,649) Interest received 1,34,782 3,40,739 Rent received from investment property 40,37,000 - Net cash flows from investing activities (9,28,73,328) 496 Cash flow from financing activities Interest paid (29,94,124) - Loan received 8,80,00,000 - Loan repaid (30,00,000) - Net cash flows from financing activities Net increase / (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year 8,20,05,876 - (10,51,929) 35,09,625 50,69,816 15,60,191 40,17,887 50,69,816 (a) The above Cash Flow Statement has been prepared under the Indirect Method as set out in the Indian Accounting Standard (Ind AS-7) - Statement of Cash Flow. (b) Refer note 9 for break up of cash and cash equivalents. As per our report of even date For Batliboi & Purohit Chartered Accountants ICAI Firm Regn. no W For and on behalf of the Board of Directors of Saiba Industries Private Limited CIN: U15495MH1960PTC Kaushal Mehta Ramesh Vaze Partner Director Membership No: DIN: Prabha Vaze Director DIN: Place:Mumbai Date: May 11, 2017 Date: May 11, 2017

13 Saiba Industries Private Limited Notes to the financial statements As at 31 March 2017 Note 5 Loans Particulars In INR 31 March March April 2015 Unsecured, considered good Security Deposits 15,38,379 15,38,379 10,38,379 15,38,379 15,38,379 10,38,379 Note 6 Others Interest accrued on deposits 2,38,113 1,08,323 1,26,529 Fixed Deposit with Banks* 33,60,754 32,52,431 29,92,782 35,98,867 33,60,754 31,19,311 * Lodged with SBI Bank as guarantee for payment of sales tax. Note 7 Inventories Raw Materials 4,78,754 1,06,452 4,05,275 Packing Materials 90,589 61,451 89,230 Work-in-Progress 28,77,433 34,98,399 50,80,640 34,46,776 36,66,302 55,75,145 Note 8 Trade receivables Unsecured, considered good From related parties* 51,17,482 37,10,862 - Others 95,28,759 92,30,260 1,08,85,146 Loss allowance (7,14,293) (2,79,430) (6,324) 1,39,31,948 1,26,61,692 1,08,78,822 *Pertains to Keva Flavours Private Limited, in which, Directors of the Company are Directors Note 9 Cash and cash equivalents Balance with banks : In current account 40,10,730 48,86,147 14,35,882 Cash on hand 7,157 1,83,669 1,24,309 40,17,887 50,69,816 15,60,191 Other bank balances Deposit with original maturity of more than 3 months but less than 12 months 33,60,754 32,52,431 29,92,782 Less: Shown under other non-current financial assets 33,60,754 32,52,431 29,92, Note 10 Loans Unsecured, Considered Good Security deposits - Sales tax - - 5,00,000 Security deposits - Rent 25,000 25,000 25,000 25,000 25,000 5,25,000 Note 11 Others Rent receivable * 23,12, Loans and advances to employees ,000 Interest Receivable on GSPC deposit 48,838 48,838 48,842 23,60,938 48,838 93,842 * Rent receivable from S.H. Kelkar Company Limited of INR 2,312,100 (31 March 2016: Rs. Nil; 1 April 2015: Rs. Nil)

14 Note 12 Other current assets Prepaid Expenses 40,798 29,997 11,718 Balance with statutory/government authorities 2,90,774 46,537 10,350 Prepaid Gratuity asset 2,85,419 7,52,171 6,98,484 6,16,991 8,28,705 7,20,552 Saiba Industries Private Limited Notes to the financial statements (Continued) As at 31 March 2017 Note 14 Other Reserves Retained earnings 7,27,34,282 6,32,60,470 5,57,09,352 General reserve 45,55,629 45,55,629 45,55,629 7,72,89,911 6,78,16,099 6,02,64,981 General Reserve is a free reserve which is created by transferring funds from retained earnings to meet future obligations or purposes. Note 15 Long term provisions Provision for employee benefits Compensated Absences 1,52,937 1,09,814 85,000 1,52,937 1,09,814 85,000 Note 16 Borrowings Loans repayable on demand (from related parties) Borrowing from S H Kelkar and Company Limited 8,50,00,000 8,50,00,000 The loan taken from S H Kelkar and Company Limited is repayable on demand and bears an interest rate of 9% to 9.5%% Note 17 Trade payables Trade payables - Others 33,61,409 27,40,052 66,57,900 33,61,409 27,40,052 66,57,900 * The company has not received information from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 ("the Act"), hence disclosures required to be made under the Act has not been given. Note 18 Other financial liabilities Other payables Related party 17,35,020 29,810 14,35,208 Others 24,51,925 19,24,856 16,95,022 Employee Dues 3,25,566 3,37,428 1,37,406 Liability towards purchase of Fixed Asset (related party) - 93,60,279 93,60,279 45,12,511 1,16,52,373 1,26,27,915 Note 19 Other current liabilities Advances from customers Related party ,15,662 Others 4,642 19,470 6,820 Statutory Dues Payables* (includes VAT, Excise Duty, Provident Fund, Withholding Taxes, etc.) 1,61,941 2,50,358 1,84,513 1,66,583 2,69,828 42,06,995 * There are no amounts due and outstanding to be credited to Investor Education and Protection Fund. Note 20 Short term provisions Provision for employee benefits Compensated Absences 14,293 11,854 9,000 Other provision : For Litigations * 10,00,000 10,00,000 10,00,000 10,14,293 10,11,854 10,09,000 * Pertains to sales tax matters

15 Saiba Industries Private Limited Notes to the financial statements For the year ended 31 March 2017 In INR Particulars Year ended Year ended 31 March March 2016 Note 22 Revenue from Operations A. Sales of products and Services Sale of products (including Excise duty) 4,98,69,268 4,29,91,816 4,98,69,268 4,29,91,816 B. Other operating revenue Scrap sales 23,574 15,088 23,574 15,088 Total 4,98,92,842 4,30,06,904 Note 23 Other Income Interest on Deposits with Banks measuered at amortised cost 2,64,572 2,68,264 Interest on GSPC deposits measuered at amortised cost 54,265 54,265 Sundry Balances Written Back - 82,423 Rental income from investment property 40,37,000 - Total Other income 43,55,837 4,04,952 Note 24 Cost of materials consumed Inventory at the beginning of the year 1,67,903 4,94,504 Add: Purchases 1,42,43,713 1,09,76,728 Less: Inventory at the end of the year 5,69,343 1,67,903 Total Cost of Raw Material Consumed 1,38,42,273 1,13,03,329 Note 25 Changes in inventories of finished goods, work-in-progress and stock-in-trade Opening Stock : Work-in-Progress 34,98,399 50,80,640 Less: Closing Stock: Work-in-Progress 28,77,433 34,98,399 Changes In Inventories: Work-in-Progress 6,20,966 15,82,241 Changes in inventories of work in progress 6,20,966 15,82,241 Note 26 Employee benefits expense Salaries and Wages 32,02,277 31,94,928 Contribution to Provident and Other Funds 2,64,333 2,94,877 Staff Welfare Expenses 1,05,001 1,33,280 Employee benefits expense 35,71,611 36,23,085 Note 27 Depreciation and amortisation expense Depreciation of property, plant and equipment 5,31,934 35,94,974 Depreciation of investment property 17,18,887 - Amortisation of intangible asset 11,677 9,385 22,62,498 36,04,359 Note 28 Finance costs Interest on loan measured at amortised cost 47,19,091-47,19,091 -

16 Saiba Industries Private Limited Notes to the financial statements (Continued) For the year ended 31 March 2017 Note 29 Other Expenses Repairs and Maintenance: - Buildings 4,75,056 2,84,820 - Plant and Machinery 1,46,598 66,433 - Others 34,455 1,14,852 Rates and Taxes 3,04,671 6,55,370 Power and Fuel 49,00,700 40,90,448 Commission and Brokerage 16,50,241 22,74,399 Freight and Forwarding 2,79,463 3,70,641 Postage and Telephone Expenses 92,674 1,00,851 Travelling and Conveyance 1,10,375 49,673 Security Charges 3,72,815 2,86,274 Legal and Professional Charges 4,30,586 3,22,157 Stationery & Printing Expenses 1,26,558 1,37,365 Provision for Doubtful Trade Receivables / Advances / Deposits 4,34,863 2,73,106 Payment to Auditors (refer below) 95,289 1,56,525 Bank Charges 3,636 12,734 Miscellaneous Expenses 1,92,296 2,30,022 Contract Labour 11,88,382 - Sundry Balances written off - 13,002 1,08,38,658 94,38,672 Payment to auditors As auditor Audit fee 73,289 62,975 Tax audit fee 22,000 25,190 Other services - 68,360 95,289 1,56,525

17 Saiba Industries Private Limited Notes to the financial statements 1) General information Saiba Industries Private Limited ( Saiba or the Company ) was incorporated under the provisions of the Companies Act, 1913 ( the Act ) and the registered address of the company is Devkaran Mansion, 36, Mangaldas Road, Mumbai The Company is engaged in flavours ingredients business. 2) Basis of accounting The accompanying financial statements have been prepared in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) (Ammendment) Rules, 2016 notified under section 133 of the Companies Act, 2013, (the 'Act') and other relevant provisions of the Act. The Company's financial statements up to and for the year ended 31 March 2016 were prepared in accordance with the Companies (Accounting Standards) Rules, 2006 notified under the section 133 of the Act and other relevant provisions of the Act. As these are the Company s first financial statements prepared in accordance with Ind AS, Ind AS 101, First-time adoption of Indian Accounting Standards has been applied. An explanation of how the transition to Ind AS has affected the previously reported financial position, financial performance and cash flows of the Company is provided in Note 38. The standalone financial statements for the year ended 31 March 2017 have been reviewed and subsequently approved by the Board of Directors at its meeting held on 11 May ) Functional and presentation currency These financial statements are presented in Indian rupees, which is the Company s functional currency. 4) Basis of measurement The financial statements have been prepared on a historical cost basis, except for the following: certain financial assets and liabilities( including derivative instruments) that are measured at fair value; and net defined benefit (asset)/ liability that are measured at fair value of plan assets less present value of defined benefit obligations. 5) Historical cost convention The financial statements have been prepared on a historical cost basis, except for the following: certain financial assets and liabilities( including derivative instrument) that are measured at fair value; defined benefit plans plan assets measured at fair value 6) Key estimates and assumptions The preparation of the financial statements in accordance with Ind AS requires use of judgements, estimates and assumptions, that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The actual results may differ from these estimates. Estimates and underlying assumptions are reviews on an ongoing bais. Revision to accounting estimates are recongnised prospectively. Assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment in the year ending 31 March 2018 are as follows: Property, plant and equipment Determination of the estimated useful lives of tangible assets and the assessment as to which components of the cost may be capitalised. Useful lives of tangible assets are based on the life prescribed in Schedule II of the Companies Act, In cases, where the useful lives are different from that prescribed in Schedule II, they are based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers warranties and maintenance support. Recognition and measurement of defined benefit obligations The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial assumptions include discount rate, trends in salary escalation, actuarial rates and life expectancy. The discount rate is determined by reference to market yields at the end of the reporting period on government bonds. The period to maturity of the underlying bonds correspond to the probable maturity of the post-employment benefit obligations. Recognition of deferred tax assets Deferred tax assets are recognized for the future tax consequences of temporary differences between the carrying values of assets and liabilities and their respective tax bases, and unutilised business loss and depreciation carry-forwards and tax credits. Deferred tax assets are recognised to the extent that it is probable that future taxable income will be available against which the deductible temporary differences, unused tax losses, depreciation carry-forwards and unused tax credits could be utilized. Discounting of long-term financial assets / liabilities All financial assets / liabilities are required to be measured at fair value on initial recognition. In case of financial liabilities/assets which are subsequently measured at amortised cost, interest is accrued using the effective interest method. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to the gross carrying amount of the financial asset or the amortised cost of the financial liability. Discounts and sales incentives Discounts are generally provided to distributors or customers as an incentive to sell the Company s products. Rebates are based on purchases made during the period by distributor / customer. The company determines the estimates of rebate accruals primarily based on the contracts entered into with their distributors / customers and the information received for sales made by them.

18 7) Measurement of fair values The Company s accounting policies and disclosures require the measurement of fair values for financial instruments. The Company has an established control framework with respect to the measurement of fair values. The management regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the management assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which such valuations should be classified. When measuring the fair value of a financial asset or a financial liability, the Company uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows. Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. Current / non-current classification An entity shall classify an asset as current when- (a) it expects to realise the asset, or intends to sell or consume it, in its normal operating cycle; (b) it holds the asset primarily for the purpose of trading; (c) it expects to realise the asset within twelve months after the reporting period; or (d) the asset is cash or a cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. An entity shall classify all other assets as non-current. An entity shall classify a liability as current when- (a) it expects to settle the liability in its normal operating cycle; (b) it holds the liability primarily for the purpose of trading; (c) the liability is due to be settled within twelve months after the reporting period; or (d) it does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification. An entity shall classify all other liabilities as non-current. Operating cycle An operating cycle is the time between the acquisition of assets for processing and their realization in Cash or cash equivalents. Based on the nature of services and the time between the acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current non-current classification of assets and liabilities. 8) Significant accounting policies A) Revenue Sale of goods Revenue from the sale of goods in the course of ordinary activities is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. Revenue is recognised when significant risks and rewards of ownership in the goods are transferred to the buyer, collectability of the resulting receivable is reasonably assured, the associated costs and possible return of goods can be estimated reliably, there is no continuing effective control over, or managerial involvement with, the goods, and the amount of revenue can be measured reliably. B) Foreign currency Foreign currency transactions Transactions in foreign currencies are translated into the Company's functional currency. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Nonmonetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary asstes and liabilities that are measured based on historical cost in a foreign currency are not translated. Foreign currency exchange differences are generally recognised in profit or loss.

19 C) Employee benefits i. Short term employee benefits Short-term employee benefit obligation are measured on an undiscounted basis and are expensed as the related service is provided. These benefits include bonus and compensated absences. A liability is recognised for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the amunt of obligation can be estimated reliably. ii. Defined contribution plans The Company's provident fund scheme is a defined contribution plan. The Company's contribution paid/payable under the schemes is recognised as expense in the Profit and Loss account during the period in which the employee renders the related service. The Company makes specified monthly contributions towards employee provident fund. The contribution towards Provident Fund is deposited with the Regional Provident Fund Commissioner. iii. Defined benefit plans The present value of the obligation under such defined benefit plan is determined based on actuarial valuation by an independent actuary at each balance sheet date using the Projected Unit Credit Method. The Company presents the above liabilities as current and non-current in the balance sheet as per actuarial valuations and certificate issued by the independent actuary. iv. Other long-term employee benefits The Company s net obligation in respect of long-term employment benefits, other than gratuity, is the amount of future benefit that employees have earned in return for their service in the current and prior periods. The obligation is calculated using the projected unit credit method, as at the date of the Balance Sheet. Actuarial gains or losses comprising of experience adjustments and the effects of changes in actuarial assumptions are immediately recognised in the statement of profit and loss. D. Recognition of dividend income, interest income or expense Interest income or expense is recognised using the effective interest rate method. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to: - the gross carrying amount of the financial asset; or - the amortised cost of the financial liability. Dividend income is recognised in profit or loss on the date on which the Company s right to receive payment is established. E. Income Tax Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in Other Comprehensive Income (OCI). i. i. Current tax Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any, related to income taxes. It is measured using tax rates enacted or substantively enacted by the reporting date. Current tax also includes any tax arising from dividends. Current tax assets and curent tax liabilities are offset only if, the Company: a) has a legally enforceable right to set off the recognised amounts; and b) intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. ii. ii. Deferred Tax Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes. Deferred tax is not recognised for: - temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss at the time of the transaction; - temporary differences related to investments in subsidiaries to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and - taxable temporary differences arising on the initial recognition of goodwill. Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves. Unrecognized deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted by the reporting date. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset only if: a) the Company has a legally enforceable right to set off current tax assets against current tax liabilities; and b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on the same taxable Company. F. Inventories Inventories which comprise raw materials, packing materials, work-in-progress and finished goods are carried at the lower of cost and net realisable value. The cost of inventories is based on weighted average formula and includes expenditure incurred in acquiring the inventories, costs of production or conversion and other costs incurred in bringing the inventories to their present location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of fixed production overheads based normal operating capacity of production facilities. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. The net realisable value of work-in-progress is determined with reference to the selling prices of related finished products. Raw materials and other supplies held for use in the production of finished products are not written down below cost except in cases where material prices have declined and it is estimated that the cost of the finished products will exceed their net realisable value. The comparison of cost and net realisable value is made on an item-by-item basis. With effect from 1 April, 2016, the Company has changed its policy for valuation of inventory from 'First-in first-out' method to 'Weighted average cost' method.