Bilcare AR 2018 19 PDF

Annual Report 2018-2019
Bilcare Annual Report 2019_Corrections_28Nov19.indd 1 12/2/2019 4:51:20 PM

Vision
Transforming Health Outcomes, Touching Lives
Values
Speed
Proactive and swift action are our mantras
Innovation
Our constant approach at all levels is to seek better ways

of listening, thinking and doing - making our offerings
meaningful and impactful
Happiness
We are motivated by our customers’ success and happiness

of our stakeholders

Contents
Corporate Information 02
Director’s Report 03
Corporate Governance 09
Management Discussion and Analysis 19
Standalone Financial Statements 31
Consolidated Financial Statements 73

Corporate Information
Board of Directors
Mr. Mohan Bhandari
Mrs. Nutan Bhandari
Mr. Surendranath Gupte
Mr. Avinash Joshi (up to 12th August 2019)
Mr. Sudhir Pendse (up to 22nd April 2019)
Mr. Vasant Bang (up to 14th November, 2018)
Mr. Rajesh Devene (w.e.f 22nd April 2019)
Ms. Madhuri Vaidya (w.e.f. 15th June 2019)
Chief Financial Officer

Mr. D.K.Sharma
Company Secretary
Ms. Prabhavi Mungee (w.e.f 25th June 2019)
Registered Office and Works

1028, Shiroli, Rajgurunagar, Pune – 410 505, India
Statutory Auditors
M/s. K.R. Miniyar & Associates,
Practicing Chartered Accountants
Secretarial Auditors
M/s Shekhar Ghatpande & Co.
Practicing Company Secretaries
Bankers
Multiple Banking under Security Trust Agreement
Registrar and Transfer Agents

Link Intime India Pvt.Ltd
(Unit: Bilcare Limited)
Block No. 202, 2nd Floor, Akshay Complex, Off Dhole Patil Road,
Pune 411 001, INDIA
Telefax: +91-20-26163503
Email: pune@linkintime.co.in

Director’s Report
To Directors & Key Managerial Personnel

The Members, (KMP)
Your Directors are pleased to present the 32nd Annual The following changes have been made to the Board of
Report and the Audited Statements of Account for the Directors of the Company during the year:
year ended 31st March, 2019.
Mr. Vasant Bang, who was appointed as an Additional,
Independent Director of the Company effective 30th May,
Performance of the Company and State 2018, has resigned from the Board of Directors w.e.f. 14th
of Company’s Affairs November 2018. The Board expressed and took on record
its deep appreciation of the services rendered by Mr. Vasant
The Company’s financial performance, for the year ended
Bang during his tenure as a Director of the Company.
31 March 2019 as per Ind AS is summarised below:0 4-15
Mr. Sudhir Narsinha Pendse was appointed as an
INR in Crs
Additional, Independent Director of the Company effective
Standalone Consolidated
Particulars
14th December, 2018.
2018- 2017- 2018- 2017-
19 18 19 18
Changes in Board Composition and KMP after the
Revenue from
Operations including 246.36 277.08 3057.26 2824.48 Balance Sheet date:
other income
Profit/ (Loss) before Mr. Rajesh S. Devene & Ms. Madhuri Vaidya are
Interest, Depreciation, appointed as Independent (Additional) Director of
6.51 13.38 228.69 191.52
Tax and Exceptional the Company with effect from 22nd April 2019 &
Items
15th June, 2019 respectively. Necessary resolutions
Profit/ (Loss) before Tax (314.07) (100.58) (432.51) (207.21)
seeking approval of members of the Company for
Tax Expense (incl.
1.18 (20.64) 20.78 (8.10) regularization of appointment of Mr. Rajesh S. Devene and
Deferred Tax)
Profit/ (Loss) for the Ms. Madhuri Vaidya as Independent Directors will be set
year from continuing (315.25) (79.94) (455.08) (201.14) out in the Notice convening the ensuing Annual General
Operations Meeting.
Non-controlling Interest -- -- 1.79 2.03
Profit/ (Loss) for the year (315.25) (79.94) (453.29) (199.11) As required under SEBI Listing Regulations, the information
on the particulars of Directors proposed for appointment/
Management Discussion and Analysis re–appointment has been given in the Notice of the
ensuing Annual General Meeting.
As required by Regulation 34(2) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, Mr. Sudhir N. Pendse has resigned from the Board of
2015 (Listing Regulations), a Management Discussion and Directors w.e.f. 22nd April 2019. The Board expressed
Analysis Report is part of this Report. and took on record its deep appreciation of the services
rendered by Mr. Sudhir Narsinha Pendse during his tenure
The state of the affairs of the business along with as a Director of the Company.
the financial and operational developments has been
discussed in detail in the Management Discussion and Mr. Avinash Joshi ceased to be an Independent Director
Analysis Report. w.e.f 12th August 2019 on account of completion of his
term. The Board expressed and took on record its deep

appreciation of the services rendered by Mr. Avinash Joshi and for preventing and detecting fraud and other
during his tenure as a Director of the Company. irregularities;
Appointment of Ms. Prabhavi Mungee, as the Company d. the accounts for the financial year ended 31 March
Secretary and Compliance Officer of the Company with 2019 have been prepared on a ‘going concern’ basis;
effect from 25th June, 2019. Post her appointment, e. the directors had devised proper systems to ensure
Mr. D. K. Sharma, will continue to be the Chief Financial compliance with the provisions of all applicable laws
Officer of the Company. and that such systems were adequate and operating
effectively;
Declaration from Independent
f. the directors had laid down internal financial controls
Directors to be followed by the Company and that such internal
The Company has received declarations from all the financial controls are adequate and were operating
Independent Directors of the Company confirming that effectively.
they meet with the criteria of independence as prescribed
both under sub section (6) of Section 149 of the Companies Particulars of Loans, Guarantees and
Act, 2013 and under SEBI Listing Regulations. Investments under section 186 of the
Companies Act, 2013
Extract of Annual Return
Particulars of Loans, guarantees and investments form part
As per the requirements of Section 92(3) of the Act and of the notes to the financial statement provided in this
Rules framed thereunder, the extract of the annual return Annual Report.
for FY 2019 is given in “Annexure A” in the prescribed
Form No. MGT-9, which is a part of this report. Contracts and Arrangements with
Further, the extract to the Annual Return of the Company Related Parties
can also be accessed on the Company’s website at
During the year, the Company has not entered into any
www.bilcare.com
contract/ arrangement/ transaction with related parties
which could be considered material in accordance with
Number of Meetings of the Board the policy of the Company on materiality of related party
During the Financial Year 2018-19, Nine (9) Board Meetings transactions. All contracts/ arrangements/ transactions
were held, details of which are given in the Corporate entered by the Company with related parties were in the
Governance Report section. ordinary course of business and on an arm’s length basis.
Such transactions form part of the notes to the financial
statements provided in this Annual Report. Accordingly,
Directors’ Responsibility Statement
the disclosure of RPTs as required under the provisions of
Pursuant to the requirement under the Section 134(5) of Section 134 of the Companies Act, 2013 read with Rule
the Companies Act 2013, with respect to the Directors’ 8(2) of the Companies (Accounts) Rules, 2014 in Form
Responsibility Statement, it is hereby confirmed that: AOC-2 is not applicable.
a. in the preparation of the annual accounts for the The Policy on materiality of related party transactions and
financial year ended 31 March 2019, the applicable dealing with related party transactions as approved by
accounting standards had been followed and there the Board may be accessed on the Company’s website at
are no material deviations from the same; www.bilcare.com.
b. the directors had selected such accounting policies
and applied them consistently and made judgments Amount Transfer to Reserves
and estimates that are reasonable and prudent so as
In absence of profits, your Board of Directors do not
to give a true and fair view of the state of affairs of the
propose to transfer any amount to the reserves.
Company as at 31 March 2019 and of the loss of the
Company for the year ended on that date;
Dividend
c. the directors had taken proper and sufficient care for
the maintenance of adequate accounting records in In absence of profits, your Board of Directors do not
accordance with the provisions of the Companies Act recommend any Dividend for the financial year ended 31
2013 for safeguarding the assets of the Company March 2019.

Conservation of Energy, Technology machinability trial to one of biggest customer from
the Gulf.
Absorption and Foreign exchange
earnings & outgo • Company has developed OPS based composite films
for special requirement of machinary that packs oral
A Conservation of Energy dosages. Material is through in the stability study
and commercial lot is supplied.
i. Steps taken for Conservation of Energy:
• Company has developed barrier film with overt
Bilcare Focused on Energy conservation projects and
anti-counterfit solution for one of the largest selling
successfully implemented as follows:
brand. Machine trial is satisfactory. Commercial
• The effort to maintain the electrical power factor to order is expected.
unity was sustained and this has resulted in savings of
• Company has successfully developed the push
Rs. 28.93 lakhs per annum with Nil capital investment.
through CR lidding foil for one of the leading
• Using of cooling towers instead of chillers during pharmaceutical Company for their prestigious
the winter season has given a saving in electricity brand and commercially supplied..
consumption of Rs. 8.00 lakhs per annum.
• Company developed transparent peel type lidding
ii. The Capital investment on energy conservation foil for healthcare packaging and machinability/
equipment: Nil stability trials are is in progress at one of the leading
pharmaceutical Company.
B Technology Absorption, Adaptation and
• Company developed peel type 4 and 3 ply laminate
Innovation for pouching application in pharmaceutical
Company continued its innovations with R&D activities packaging and approached to the customer for
and was not only able to cater to breakthrough solutions initiating the stability study.
but also added newer dimensions to exisiting offerings
• Company has developed metallized OPA based
in converting the superior process capability achieved in
laminate for healthcare packaging and given to the
terms of cost effectiveness. The efforts made towards
customer for stability study.
technology absorption include:
• PET based push through type lidding foil is developed
• Company developed Polyolefinic based Venus
and given to the customer for the functional test to
that will have excellent drawability which will
one of the overseas customer.
help in reducing surface area to form cavity vis
a vis the conventional CFB. To evaluate the same • PET, Foil and PVC based laminate is developed and
Company has developed special tooling (around 11 commercially supplied for making the special type
different change parts including different form of of pouches to one of the leading pharmaceutical
formulations like capsule,tablet etc.) and validated Company.
the same concept. Some top customer packed their
formulations and started the stability study. • Company has developed primer for making the
patina film which improves the quality of the
• Company has developed polyolefinic based heat product and reduces the wastage percentage.
seal lacquer coating which will give the best sealing
results for polyolefinic CFB. It is given to the various • Company has successfully developed process of
customer for stability studies. making the peel push CR foil in 2 passes from 3
passes which results in increasing the productivity
• Company commercially supplied peel & push type and in getting the spare capacity of the machine.
CR foil to one of the biggest customer for their
export to US market. • Company has successfully developed the process
for making the pouches in small size which was
• Company devleloped high barrier theromoforming constrain initially. This helps to satisfy the customer’s
film is under stability study at various customers requirement.
and also commercially supplied some quantity.
• Company has successfully done the modification
• Company developed suppository film given for the in the drying capacity of the existing PVDC coating

machine which results in increasing the productivity Independent Directors’ Meeting
and in getting the spare capacity of the machine.
In accordance with the provisions of Schedule IV (Code for
• Company has successfully done the modification Independent Directors) of the Companies Act, 2013 and
in the process of making high thickness polyester SEBI Listing Regulations, a meeting of the Independent
based high barrier film for healthcare packaging for Directors of the Company was held on 8th February, 2019
Europe which results in improving the qulaity of the without the attendance of Non-Independent Directors
product and reducing the wastage percentage. and Members of the Management.
During the financial year, the Company filed 2 new patent

applications related to its innovative technology and
Information about Subsidiary/JV/
2 patents applied earlier were granted. Associate Company
Consolidated Financial Statements of the Company are
Expenditure on Research & inclusive of the results of all the subsidiaries. Further,
Development a statement containing the particulars for each of the
subsidiaries is also enclosed. Copies of annual accounts and
Particulars Rs. in Crores related information of all the subsidiaries can be sought by
any member of the Company by making a written request
Capital --
to the Company Secretary at the Registered Office of the
Recurring 1.57 Company. Above information is available for inspection at the
Registered Office & on website of the Company. A statement
Total 1.57
containing the salient features of the financial statement of
R&D expenditure as a percentage of total turnover 0.64%
the subsidiaries in the prescribed format AOC-1 is presented
On a consolidated basis total R&D expenditure as a percentage of
consolidated turnover is 0.05% in a separate section forming part of the financial statement.
The Policy for determining ‘Material’ subsidiaries has been
C Foreign Exchange Earnings & Outgo displayed on the Company’s website at www.bilcare.com.
Particulars Rs. in Crores Material Changes Post Balance Sheet

Foreign exchange earned 92.30
Date
Foreign exchange outgo 11.75

On November 8, 2019, Company has divested its overseas
step down subsidiaries viz. Bilcare Research Swiss I AG and
Bilcare Research Swiss II AG for a net proceed of Euro upto
Corporate Social Responsibility (CSR) 27 million, which will be utilized for a sustainable future of
The Annual Report on CSR activity is annexed as Annexure B. the Company. This is in furtherance of approval obtained
from the members of the Company vide Extra-ordinary
Audit Committee General Meeting held on January 11, 2019.
The audit committee comprises of Mr. Avinash S. Caprihans India Limited, earlier a step down subsidiary, has
Joshi (Chairman of the Committee), Mr. Surendranath become a subsidiary of Bilcare Mauritius Limited on November
Gupte and Mr. Mohan H. Bhandari as members. All the 7, 2019. Post divestment, Company has four wholly owned
recommendations made by the committee were accepted subsidiaries viz. Bilcare Mauritius Ltd., Mauritius, Bilcare
by the Board. Technologies Singapore Pte. Ltd., Singapore, Bilcare GCS
Limited, UK and Bilcare GCS Inc., USA.
Board Evaluation
Deposits
Pursuant to the provisions of the Companies Act, 2013 and
Securities and Exchange Board of India (Listing Obligations Given below are the details of deposits, covered under
and Disclosure Requirements) Regulations, 2015 (“SEBI Chapter V of the Companies Act, 2013:
Listing Regulations”), the Board has carried out an annual
The Company has not invited/accepted deposits from
performance evaluation of its own performance, the
public/members during the year under review.
Directors individually as well as the evaluation of the working
of its Committees. Performance evaluation has been carried As on 31st March 2019, deposits outstanding stood at
out as per the Nomination and Remuneration Policy. Rs.130.47 Crores.

Company is regular in payment of interest to deposit holders. Statutory Auditors
Further, the Company has made payment of matured &
claimed deposit to the extent permitted by the liquidity. M/s. K. R. Miniyar & Associates, Chartered Accountants are
the Statutory Auditors of the Company.
Significant and Material Orders The observations and comments given by the Statutory
Auditors in their report read together with notes thereon
There are no significant and material orders passed by
are self explanatory & addressed by Board of Directors,
the regulators or courts or tribunals impacting the going
wherever necessary.
concern status and Company’s operations in future.
Cost Auditors
Internal Financial Controls
At the 31st Annual General Meeting (AGM) held on
The Company has in place adequate internal financial
29 September 2018, M/s. Parkhi Limaye & Co., Cost
controls with reference to financial statements. During the
Accountants (Firm Registration No: 000191) were
year, such controls were tested and no reportable material
appointed as Cost Auditors of the Company for the
weaknesses in the design or operation were observed.
financial year 2018-19 for conducting cost audit of the
accounts maintained by the Company in respect of the
Vigil Mechanism
various products prescribed under the applicable Cost
The Company has in place Whistle Blower Policy, Audit Rules.
wherein the Employees/ Directors/ Stakeholders of the
Company are free to report any unethical or improper Secretarial Auditor
activity, actual or suspected fraud or violation of the
The Board had appointed M/s. Shekhar Ghatpande & Co,
Company’s Code of Conduct. This mechanism provides
Company Secretaries, to conduct Secretarial Audit for the
safeguards against victimization of Employees, who
financial year 2018-19. The Secretarial Audit Report for the
report under the said mechanism. During the year under
financial year ended 31 March 2019 is annexed herewith
review, the Company has not received any complaints
marked as Annexure “C” to this Report.
under the said mechanism. Your Directors hereby affirm
that no personnel has been denied access to the audit
committee. The Whistle Blower Policy may be accessed Management’s explanation to the observations
on the Company’s website at www.bilcare.com and comments given by the Auditors
The Company has been through a restructuring phase

Secretarial Standards Of ICSI
over the last few years. As a result, the performance of the
The Company is in compliance with relevant provisions Company has remained almost the same level since last
of the Secretarial Standards issued by The Institute of year mainly due to working capital constraints. Even after
Company Secretaries of India. having orders in hand, the plant is running at a capacity
level of 30-35%.
Corporate Governance The Company, due to financial stress could not comply with
A report on Corporate Governance is given in this Annual FD compliances. The Registrar of Companies disqualified
Report. The requisite certificate from the Practicing Company’s directors under section 164(2) of Companies
Company Secretary confirming compliance with the Act, 2013.
conditions of corporate governance is attached to the
Company is regular in payment of interest to deposit holders.
report on Corporate Governance.
However, the Company has made payment of matured &
claimed deposit to the extent permitted by the liquidity.
Auditors
Details in respect of fraud reported by
Internal Auditor
auditors
The Internal Auditor, Mr. Sourabh Chhajer, Chartered
During the year under review, the Statutory Auditor
Accountant, Pune has conducted internal audits periodically
and Secretarial Auditor have not reported any instances
and submitted his reports to the Audit Committee. His
of frauds committed in the Company by its Officers
reports have been reviewed by Statutory Auditors and the
or Employees, to the Audit Committee under Section
Audit Committee.

143(12) of the Act details of which needs to be Your Directors also wish to place on record their deep
mentioned in this Report. sense of appreciation for the committed services of the
employees at all levels worldwide.
Particulars of Employees & Related
We thank the Governments of various countries where we
Disclosures have our operations and also thank Central Government,
Disclosure pertaining to remuneration and other details as various State Governments and other Government
required under Section 197(12) of the Act, read with Rules agencies for their positive co-operation and look forward
5(1) of the Companies (Appointment and Remuneration to their continued support in future. Finally, we wish to
of Managerial Personnel) Rules 2014 forms part of the express our gratitude to the members and shareholders for
Annual Report. However, as per the provisions of Section their trust and support.
136(1) of the Act, the Report and Accounts are being sent For and on behalf of the Board of Directors
to the members, excluding the aforesaid information.
Any member interested in obtaining such particulars may
request for the same.
Mohan H. Bhandari
Chairman & Managing Director
General
Pune : 11th November, 2019
Your Directors state that no disclosure or reporting is
required in respect of the following items as there were no
transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to
dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme save and
except ESOS referred to in this Report.
3. The Managing Director of the Company does not
receive any remuneration or commission from any of its
subsidiaries, except for professional services rendered
from time to time
Disclosure under the Sexual Harassment of

Women at workplace (Prevention, Prohibition
and Redressal) Act 2013
In terms of provisions of the Sexual Harassment of Women

at Workplace (Prevention, Prohibition and Redressal) Act,
2013, the Company has formulated a Policy to prevent
Sexual Harassment of Women at Workplace.
Your Directors state that during the year under review,

there were no complaints filed & there were no
complaints pending at the end of the year pursuant to the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
Acknowledgement
All other stakeholders
We thank our domestic and international customers,

vendors, investors, banking community and investment
bankers for their continued support during the year.

Corporate Governance
Company’s Philosophy on Director. Further all Directors have informed about their
Directorships, Committee memberships/Chairmanships
Corporate Governance including any changes in their positions as on March 31,
Effective corporate governance practices constitute 2019.
the strong foundation on which successful commercial
enterprises are built to last. The Company’s philosophy Independent Directors
on corporate governance oversees business strategies
Independent Directors are non-executive directors as
and ensures fiscal accountability, ethical corporate
defined under Regulation 16(1)(b) of the SEBI Listing
behaviour and fairness to all stakeholders comprising
Regulations read with Section 149(6) of the Act. The
regulators, employees, customers, vendors, investors
maximum tenure of independent directors is in compliance
and the society at large. The Company has a strong
with the Act. All the Independent Directors have confirmed
legacy of fair, transparent and ethical governance
that they meet the criteria as mentioned under Regulation
practices.
16(1)(b) of the SEBI Listing Regulations read with Section
The compliance report on Corporate Governance 149(6) of the Act.
herein signifies adherence by the Company of all the
mandatory requirements of Regulation 34 (3) and Number of Independent Directorships
Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and amendments In compliance with the SEBI Listing Regulations, Directors
thereon (hereinafter referred to as SEBI Listing of the Company do not serve as Independent Director in
Regulations). more than seven listed companies. In case he/she is serving
as a Whole-Time Director in any listed Company, does not
hold the position of Independent Director in more than
Board of Directors three listed companies.
Composition of the Board Number of Board Meetings

The composition of the Board of Directors of Bilcare Limited
The Board met Nine (9) times during the year. The
is in conformity with Regulation 17 of the SEBI Listing
Meetings were on 30 May, 4 July, 3 August, 13 August, 29
Regulations read with Section 149 of the Companies Act,
September, 14 November, 14 December, 2018, 15 January
2013 (hereinafter referred to as Act). The Board comprises
and 8 February 2019. All the meetings were held in such
of Five (5) Directors, One (1) Executive Director, the
manner that the gap between two consecutive meetings
Chairman and Managing Director, who is also a Promoter
was not more than 120 days.
Director, one (1) Woman Director, who is a Non- Executive
Non-Independent Director and three (3) Non- Executive
Directors’ Attendance Record and Directorships
Independent Directors.
The names and categories of the Directors on the Board,
As mandated by Regulation 26 of the SEBI Listing
their attendance at Board Meetings held during the year
Regulations, none of the Directors is a member of more
2018-19 and the last Annual General Meeting (AGM) held
than ten Board level Committees (considering only Audit
on 29 September 2018 and the number of Directorships
Committee and Stakeholders’ Relationship Committee) or
and Committee Chairmanships/ Memberships held by
Chairman of more than five Committees across all public
them in other Indian public companies as on 31 March
limited companies (listed or unlisted) in which he/she is a
2019, are given in the following table.

Committee Memberships /
Particulars of No. of other
Name of the Director Category Chairmanships in Public Limited
Attendance Directorships*
Companies #
Board Last Committee Committee
Directorships
Meetings AGM Memberships• Chairmanships
Promoter Executive Director
Chairman and
Mr. Mohan Bhandari 9 Present 0 0 0
Managing Director
Promoter Non-Executive Director
Mrs. Nutan Bhandari Director 9 Present 0 0 0
Independent Directors
Mr. Rajendra Tapadia (up
Director 0 -- 3 0 0
to 30th May 2018
Mr. Avinash Joshi Director 9 Present 0 0 0
Mr. Surendranath Gupte Director 9 Present 0 0 0
Mr. Vasant Bang
(w.e.f 30th May 2018- Director 0 -- 0 0 0
14th November 2018)
Mr. Sudhir Pendse
(w.e.f 14th December Director 3 -- 0 0 0
2018)
# For the purpose of reckoning the limit, Memberships of Audit Committee and Stakeholders’ Relationship Committee in Public Companies excluding
Bilcare Limited has been considered.
* Directorships in Foreign Companies, Private Limited Companies and Section 8 Companies are excluded in the above table
No director serves as Director in any other listed Company.
None of the Director is related to other Director of the The Board periodically reviews the compliance reports of all
Company, except, Mrs. Nutan Bhandari who is the spouse laws applicable to the Company, prepared by the Company.
of Mr. Mohan Bhandari, Chairman & Managing Director
The details of the familiarisation programme of the
of the Company
Independent Directors are available on the website of the
List of Core Skills/Expertise/Competence Company www.bilcare.com.
identified by Board as required in context of its
Business CEO/MD and CFO Certification
Whether available with The Chairman & Managing Director and the Chief Financial
Skills/expertise/competence
the Board?
Officer of the Company give annual certification on financial
Manufacturing Industry knowledge Yes
reporting and internal controls to the Board in terms of
Technical ability in interpreting
Yes SEBI Listing Regulations. The said certificate is annexed and
financial information
forms part of the Annual Report. The Chairman & Managing
Behavioral Competencies Yes
Director and the Chief Financial Officer also give quarterly
Human Resources Abilities Yes
certification on financial results, while placing the financial
Business Strategy Yes
results before the Board in terms of SEBI Listing Regulations.
Information supplied to the Board Code of Conduct

During the year 2018-19, information as mentioned in
The Company has adopted a Code of Conduct (the Code)
Schedule II Part A of the SEBI Listing Regulations, has been
for Directors and Senior Management of the Company.
placed before the Board for its consideration.
The Code has been circulated to all the members of the
The terms and conditions of appointment of the Independent Board and Senior Management and the same is available
Directors are disclosed on the website of the Company. on the Company’s website at www.bilcare.com.
During the year, meeting of the Independent Directors was The Board members and Senior Management personnel
held on 8th February, 2019. The Independent Directors, inter- have affirmed their compliance with the code. A
alia, reviewed the performance of non-independent directors, declaration to this effect signed by the Chairman and
Chairman of the Company and the Board as a whole. Managing Director of the Company is contained in this
Annual Report.
10

Committees of the Board The Committee met eight times, on 1 April, 30 May,
3 August, 13 August, 29 September, 14 November 2018,
As on 31 March 2019 the Company apart from functional 15 January and 8 February 2019.
committees, has Audit Committee, Nomination and
Remuneration Committee, Corporate Social Responsibility The composition and attendance Record of Audit
Committee and Stakeholders Relationship Committee. The Committee Members for 2018-19
Board Committees are set-up under the formal approval
Name of
of the Board to carry out clearly defined roles which are Category Designation No. of Meetings
Director
considered to be performed by the members of the respective Held Attended
Board Committees. The Company’s guidelines relating to Mr. Avinash Independent
Chairman 8 8
Board Meetings are applicable to Committee Meetings, as far Joshi Director
as may be practicable. Each Committee has the authority to Mr.
Independent
Surendranath Member 8 8
engage outside experts, advisors and counsels to the extent Director
Gupte
it considers appropriate to assist in its work. Minutes of the Non
Mr. Mohan
proceedings of the Committee Meetings are placed before Independent Member 8 8
Bhandari
the Board meeting for perusal and noting. The Company Director
Secretary acts as the secretary of all the Committees.
The meetings of the Audit Committee are also attended
by the Chief Financial Officer, Statutory Auditors, Internal
Audit Committee Auditors and other Management representatives as special
invitees as and when required. The Company Secretary acts
The Audit Committee of the Company comprises of
as the secretary to the Audit Committee.
three Directors, viz. Mr. Avinash S. Joshi (Chairman
of the Committee), Mr. Surendranath Gupte and Mr.
Mohan H. Bhandari, two-thirds of which are independent Nomination and Remuneration
directors. All the members of the Audit Committee possess Committee
accounting, economic, legal and financial management
The Nomination and Remuneration Committee
expertise. The composition of the Audit Committee meets
was reconstituted on 15th January, 2019 to appoint
with the requirements of Section 177 of the Companies
Mr. Surendranath Gupte as Chairman of the Committee in
Act, 2013 and SEBI Listing Regulations. Annual General
place of Mr. Avinash Joshi.
Meeting (AGM) held on Saturday, 29th September, 2018
was attended by the Chairman of the Committee, Mr. The composition and attendance Record of Nomination
Avinash S. Joshi, to answer shareholders’ queries. and Remuneration Committee Members for 2018-19
The Audit Committee assists the Board in discharging of Name of

Category Designation No. of Meetings
its responsibility to oversee the quality and integrity of Director
the accounting, auditing and reporting practices of the Held Attended
Company and its compliance with the legal and regulatory Mr.
Independent
requirements. The Committee’s purpose is to oversee Surendranath Chairman 2 2
Director
Gupte
the accounting and financial reporting statements, the
Mr. Avinash Independent
appointment, independence, performance and remuneration Member 2 2
Joshi Director
of the Statutory Auditors, including the Cost Auditors and the Non-
performance of Internal Auditors of the Company. executive,
Mrs. Nutan
Non Member 2 2
Bhandari
Independent
Terms of reference Director
The terms of reference of the Committee, inter alia covers all During the year in review, the Committee met twice, i.e. on
the matters specified under SEBI Listing Regulations as well as 04thJuly and 14th December, 2018.
those specified in Section 177 of the Companies Act, 2013.
In addition to other terms as may be referred by the Board Terms of reference:
of Directors, the Audit Committee has the power inter alia,
to investigate any activity within its terms of reference and to • Formulation of the criteria for determining qualifications,
seek information from any employee of the Company, seek positive attributes and independence of a director and
legal and professional advice and to secure attendance of recommend to the board of directors a policy relating
outsiders with relevant expertise, if it considers necessary. to, the remuneration of the directors, key managerial
personnel and other employees;
11

• Formulation of criteria for evaluation of performance of Corporate Social Responsibility (CSR)
independent directors and the board of directors;
Committee
• Devising a policy on diversity of board of directors;
The composition as on March 31, 2019, is as under
• Identifying persons who are qualified to become directors
and who may be appointed in senior management in Name Category Designation
accordance with the criteria laid down, and recommend Mrs. Nutan Bhandari
Non-executive, Non
Chairperson
to the board of directors their appointment and removal. Independent
Mr. Mohan Bhandari Executive Director Member
• Whether to extend or continue the term of appointment
Independent
of the independent director, on the basis of the report of Mr. Avinash S. Joshi Member
Director
performance evaluation of independent directors.
• Fixing & reviewing the remuneration of the senior Terms of reference:

officers of the Company;
a. Formulate and recommend to the Board, a Corporate
•
Recommending the remuneration including the Social Responsibility Policy in terms of Schedule VII of
perquisite package of key management personnel; the Companies Act, 2013;
• Recommending to the Board retirement benefits; b. Recommend the amount of expenditure to be incurred
• Reviewing the performance of employees and their on the CSR activities;
compensation; and
c. Monitor the Corporate Social Responsibility Policy of the
• Attending to any other responsibility as may be entrusted Company from time to time; and
by the Board.
d. Act in terms of any consequent statutory modification(s)
Devising the policy on diversity of the Board of Directors / amendment(s) / revision(s) to any of the applicable
Company provisions to the said Committee.
During the year in review, there was no meeting of

Nomination & Remuneration Policy
Corporate Social Responsibility (CSR) Committee.
The Company has laid down the policy for determining
the remuneration of the Directors/Senior Management/Key Stakeholders Relationship Committee:
Management Personnel and have also specified the criteria
The composition and attendance Stakeholders Relationship
for evaluation of the performance of the Board of Directors
Committee Members for 2018-19:
of the Company. The same is available on the Company’s
website viz. www.bilcare.com
Name Category Designation No. of Meetings
Performance Evaluation Criteria for Independent Held Attended
Directors: Mr. Avinash Independent

Chairman 1 1
Joshi Director
The Board evaluates the performance of independent
Mr. Mohan Executive
directors (excluding the director being evaluated) on Bhandari Director
Member 1 1
the basis of the contributions and suggestions made
Non-
to the Board with respect to financial strategy, business
executive,
operations etc. Mrs. Nutan
Non Member 1 1
Bhandari
Independent
Director
Familiarisation Program for Independent
Directors: The main responsibility of the Committee is to ensure
The details of the familiarization program are available on cordial investor relations and supervise the mechanism
the Company’s weblink viz. www.bilcare.com for redressal of investor grievances pertaining to transfer
of shares, non-receipt of annual report, non-receipt
Directors’ Remuneration: of declared dividends etc. It performs the functions
The non-executive and independent directors are paid of transfer/transmission/ remat/ demat/ split-up/ sub-
only sitting fees for participating in the Board and various division and consolidation of shares, issue of duplicate
Committee meetings. share certificates and allied matter(s).
12

During the year in review, the Committee met once, on 25 General Body Meetings
March, 2019. No requests for dematerialization and/or
transfer were pending for approval as on 31 March 2019. Location and time for the last Three Annual General
As of 31 March 2019, there were no unresolved investor Meetings were:
complaint pertaining to transfer of shares, non-receipt
of annual report, non-receipt of declared dividends etc., Financial Special
Venue Date Time
Year Resolution
pending.
Registered 14 Approval for
11.00
2015-16 Office of the September acceptance of
SEBI Complaints Redress System (SCORES) a.m.
Company 2016 public deposits
Registered 29
The investor complaints are processed in a centralised web- 11.00
2016-17 Office of the September Nil
based complaints redressed system. The salient features of a.m.
Company 2017
this system include Centralised database of all complaints, Registered 29
11.00
online upload of Action Taken Reports (ATRs) by the 2017-18 Office of the September Nil
a.m.
concerned companies and online viewing by investors of Company 2018
action taken on the complaints and its current status.
Postal Ballot
Designated Exclusive Email-ID
No resolution was passed through Postal Ballot during the
The Company has also designated the email-ID year 2018-19.
cs@bilcare.com exclusively for investor servicing.
At present, no special resolution is proposed to be passed
through postal ballot. None of the businesses proposed to
Remuneration of Directors be transacted in the ensuing Annual General Meeting require
passing a Special Resolution conducted through Postal Ballot.
The aggregate value of salary and perquisites for the year
ended 31 March 2019 to Wholetime Director, Mr. Mohan
H. Bhandari is Nil Other Disclosures
The Company has been complying with the mandatory
Non-executive directors’ compensation
and discretionary requirements under part E of Schedule II
The non-executive directors of the Company were paid of SEBI Listing Regulations.
following sitting fees for meetings of the Board and its
The Company complies with the requirements of corporate
Committee thereof :
governance as specified in Regulations 17 to 27and Clauses
Name of Non-Executive (b) to (i) of sub-regulation (2) of Regulation 46 of the SEBI
Sitting Fees* (in Rs.)
Director Listing Regulations.
Mr. Avinash S. Joshi 2,60,000/-
Related Party Transactions:
Mrs. Nutan M. Bhandari 1,80,000/-
Mr. Surendranath Gupte 2,60,000/- Please refer to Note No. 38 of Notes to Accounts for
significant related party transactions.
Mr. Sudhir Pendse 80,000/-
None of the transactions with any of the related parties
* Sitting fees include payment for Audit Committee meetings & were in conflict with the interests of the Company. The
out of pocket expenses Board Has approved a policy for Related Party Transactions
which has been uploaded on the website of the Company
Shares held by Non Executive Directors as on under the link: www.bilcare.com
31 March 2019
Policy on determining ‘Material” Subsidiaries:
Number of shares held
Name of the Director
Equity Shares of Rs.10/- each This policy is framed in accordance with the requirement
Mr. Avinash Joshi 600 of Regulation 23 of SEBI (LODR) Regulations, 2015 and is
intented to identify ‘Material’ Subsidiaries and to establish
Mrs. Nutan Bhandari 1,205,122
a governance framework for such subsidiaries. The details
Mr. Surendranath Gupte 300 of policy on determining ‘Material’ Subsidiaries has been
disclosed under Company’s website: www.bilcare.com
13
16

Management Discussion and Analysis Shareholders
This Annual Report has a detailed chapter on management
Annual Report
discussion and analysis.
Annual Report containing, inter alia, Audited financial
Disclosures by the Management to the Board statement. Consolidated financial statement, Boards’
Report, Independent Auditors’ Report and other
All disclosures relating to financial and commercial
important information, is circulated to members and
transactions where Directors may have a potential interest
others entitled thereto. The Management Discussion
are provided to the Board and the interested Directors do
and Analysis (MDA) Report forms part of the Annual
not participate in the discussion nor do they vote on such
Report and is displayed on the Company’s website:
matters.
www.bilcare.com.
Details of non-compliance
Support Green Initiative of MCA
No penalties/strictures were imposed on the Company by
The Ministry of Corporate Affairs, Government of
Stock Exchanges or SEBI or any Statutory Authority on any
India, has taken a “Green Initiative in the Corporate
matter related to capital market during the last three years.
Governance by allowing paperless compliances by
companies vide General Circular 17/2011 dated April
Whistle Blower Policy
21, 2011, in terms of which the Company has been
The Board had framed approved a policy established of forwarding such documents through electronic mode.
Whistle Blower Policy /Vigil Mechanism on the website Company requests shareholders to provide their
of the Company at the link: www.bilcare.com Also, no e-mail addresses to enable Company to forward the
personnel has been denied access to the Audit Committee. notices/documents through e-mail, to the maximum
possible extent in order to support green initiative.
Complains Pertaining to Sexual Hararsment : Members are once again requested to register their
e-mail addresses, in respect of electronic holdings with
There were no complaints filed & there were no complaints the Depository through their concerned Depository
pending at the end of the year pursuant to the Sexual Participants and members who hold shares in physical
Harassment of Women at Workplace (Prevention, form with the Company at pune@linkintime.co.in or
Prohibition and Redressal) Act, 2013. at its registered office at 1028, Shiroli, Rajgurunagar,
Pune - 410 505, Maharashtra, India.
Details of fees Paid to Statutory Auditors
General Shareholder Information
Total Fees for all services paid by the Company to the
Statutory Auditors is Rs.7.50 lakhs plus Applicable Taxes
Company Registration Details
Means of Communication The Company is registered in the State of Maharashtra,

India. The Corporate Identity Number (CIN) allotted to the
The Company puts forth vital information about the Company by the Ministry of Corporate Affairs (MCA) is
Company and its performance, including quarterly results, L28939PN1987PLC043953
official news releases, and communication to investors and
analysts, on its website: www.bilcare.com regularly for the Annual General Meeting
benefit of the public at large. The quarterly results are
Date : 26th December, 2019
published in `Financial Express’ and `Loksatta’.
Time : 11.00 a.m
News releases. Official news and media releases are sent to Venue : Registered Office of the Company
the Stock Exchanges. 1028, Shiroli, Rajgurunagar,
Pune 410 505, INDIA
Website
Financial Calendar
The Company’s website contains a separate dedicated
section titled “Investors”. The basic information about the 1st April, 2018 to 31st March, 2019
Company, as called for in terms of SEBI Listing Regulations,
For the year ended 31st March, 2019, results were announced
is provided on the Company’s website: www.bilcare.com
on –
and the same is updated from time to time.
14

• 13th August, 2018 : First Quarter Pattern of shareholding by Share Class as on
• 14th November, 2018 : Half yearly

31st March, 2019
Shareholding Number of Number of Shareholding

• 8th February, 2019 : Third Quarter
Class Shareholders Shares %
• 27th May, 2019 : Fourth Quarter and Annual Up to 500 14,600 1,717,102 7.29
Key financial reporting dates for the financial year 2019-20 501 - 1,000 1,057 859,265 3.65
• Quarter ending 30th June, 2019: on or before 1,001 - 2,000 564 871,064 3.70
14th August, 2019
2,001 - 3,000 226 585,403 2.49
• Quarter ending 30th September, 2019: on or before
14th November, 2019 3,001 - 4,000 99 352,845 1.50
• Quarter ending 31st December, 2019: on or before 4,001 - 5,000 73 341,743 1.45
14th February, 2020
5,001 - 10,000 149 1,088,859 4.62
• Audited results for the financial year 2019-20:
on or before 30th May, 2020 10,001 & above 127 17,728,950 75.30
Book Closure 16,895 23,545,231 100.00
The books will be closed from 18th December, 2019 to

25th December, 2019. Registrar and Transfer Agents and Share Transfer
and Demat System
Credit Rating
The Board’s Share Transfer Committee generally meets as
There has been no credit rating /revision during the year. and when required for dealing with matters concerning
securities/share transfers of the Company. The Company
Share Holding Pattern has appointed Link Intime India Pvt. Ltd. as the Registrar
and Transfer Agents of the Company, to carry out the share
The tables below give the pattern of shareholding by transfer Agents of the Company, to carry out the share
ownership and share class respectively. transfer work on behalf of the Company.
Distribution of shareholding as on 31 March 2019

Address of the Registrar and Transfer Agent
Number of Shareholding
Category Link Intime India Pvt. Ltd.,
Shares held %
Promoters 7,066,611 30.01 Block No. 202, 2nd Floor, Akshay Complex
Off Dhole Patil Road. Pune – 411 001, India
Foreign Portfolio Investors 10,000 0.04 Telefax : 020 – 26163503
E-mail : pune@linkintime.co.in
Corporate Bodies
4,299,865 18.26
(India+Foreign)
Listing
Non Resident Indians 456,032 1.94
The Equity shares of Bilcare Limited are listed on Bombay
Indian Public 11,712,723 49.75 Stock Exchange Limited.
Total 23,545,231 100 Stock Code
BSE : 526853
15

Stock Data Deposit holders Correspondence Address
Table below gives the monthly high and low prices and For any query relating to Fixed Deposit :
volumes of Bilcare Limited at Bombay
Company Address Registrar’s Address
Stock Exchange Limited, Mumbai (BSE) for the year 2018-19. (Fixed Deposit)
Bilcare Limited
Kisu Corporate Services
Month Share Price BSE Sensex 18, D G Chambers, Pvt. Ltd.
Low 1st Floor,
High (Rs.) High Low
(Rs.) 100-104 Nagindas D-28 Mazanon Floor,
April-18 62.50 52.10 35,213.30 32,972.56 Master Road, Supariwala Estate,
Near BSE, Fort, Prasad Chambers
May-18 58.20 45.00 35,993.53 34,302.89 Mumbai 400 001 Compound,
June-18 53.45 43.00 35,877.41 34,784.68
Near Roxy Cinema,
Phone (022) 86559 12999 Opera House,
July-18 46.75 38.40 37,644.59 35,106.57 Mumbai - 400 004
August-18 49.00 36.70 38,989.65 37,128.99 Phone (022) 23810486/
September-18 39.35 29.50 38,934.35 35,985.63 23886255
October-18 34.95 28.55 36,616.64 33,291.58
November-18 40.00 30.55 36,389.22 34,303.38
December-18 35.90 29.00 36,554.99 34,426.29
January-19 34.95 27.50 36,701.03 35,375.51
February-19 30.20 25.00 37,172.18 35,287.16
March-19 31.00 25.30 38,748.54 35,926.94
Dematerialization of Shares and Liquidity
The equity shares of Bilcare Limited are under compulsory

demat trading. As on 31st March 2019, dematerialized
shares accounted for 99.46% of the total equity.
Demat ISIN numbers in NSDL & CDSL for Equity Shares:

INE986A01012.
Bilcare Limited shares are actively traded at BSE Limited.
Plant Location
1028, Shiroli, Rajgurunagar, Pune 410 505, India
Investor Correspondence Address
For transfer / dematerialisation of shares and any other

query relating to the shares of the Company:
Link Intime India Pvt. Ltd.,

Block No. 202, 2nd Floor, Akshay Complex
Off Dhole Patil Road,
Pune – 411 001, India
Telefax :+91–20–26163503
16

DECLARATION ON COMPLIANCE WITH THE CODE OF CONDUCT
I, Mohan H. Bhandari, Chairman & Managing Director of Bilcare Limited hereby declare that all the members of the Board
of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct, as applicable to them,
for the year ended 31 March, 2019.
Mohan H. Bhandari
Pune : 27th May, 2019 Chairman & Managing Director
CERTIFICATE BY PRACTICING COMPANY SECRETARY ON CORPORATE

GOVERNANCE
TO THE BOARD OF DIRECTORS OF BILCARE LIMITED
We have examined the compliance of the conditions of Corporate Governance by Bilcare Limited for the year ended 31
March, 2019 as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was
limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the
conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of
the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the
Company has complied with the conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure
requirements) Regulations, 2015.
We further state that such compliance is neither an assurance as to the future viability of the Company nor to the efficiency
or effectiveness with which the management has conducted the affairs of the Company.
For Shekhar Ghatpande & Co.

Company Secretaries
Shekhar Ghatpande
Proprietor
FCS: 1659 CP: 782
Pune: 27th May, 2019
17

CERTIFICATION BY CHAIRMAN & MANAGING DIRECTOR
AND CHIEF FINANCIAL OFFICER OF THE COMPANY
We, the undersigned, in our respective capacities as Chairman & Managing Director and Chief Financial Officer, of Bilcare Limited, (“the
Company”) to the best of our knowledge and belief certify that:
a)We have reviewed financial statements and the cash flow statement for 2018-19 and that to the best of our
knowledge and belief:
i. these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading.
ii. these statements together present a true and fair view of the Company’s affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year
2018-19 which are fraudulent, illegal or violative of the Company’s Code of Conduct.
c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have
evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and have
disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls,
if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.
d) We have indicated to the Auditors and the Audit Committee, wherever applicable:
i. Significant changes in internal control over financial reporting during the year;
ii. Significant changes in accounting policies during the year and that the same have been disclosed in the notes to
the financial statements; and
iii. Instances of significant fraud of which we are aware and the involvement therein, if any, of the management or
an employee having a significant role in the Company’s internal control system over financial reporting.
Chairman & Managing Director Chief Financial Officer

Pune: 27th May, 2019
Certificate Pursuant to Regulation 34(3) and Schedule V Para C Clause 10(i)

of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
To,
The Members of
Bilcare Limited,
1028 Shiroli, Rajgurunagar,
Pune 410505
I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Bilcare Limited having CIN
L28939PN1987PLC043953 and having Registered Office at 1028 Shiroli, Rajgurunagar, Pune 410505 (hereinafter referred to as ‘the
Company’), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read
with Schedule V Para-C Sub clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN)
status at the portal (www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I hereby
certify that none of the Directors on the Board of the Company for the Financial Year ended on 31st March, 2019 have been debarred or
disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India or any such other
Statutory Authority. However, All the Directors except Mr. Sudhir Narsinha Pendse (DIN 07047676) who was appointed as the Director on
14th December, 2018 have been disqualified by Registrar of Companies u/s 164(2) of the Companies Act, 2013.
Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the management of the
Company. My responsibility is to express an opinion on this based on our verification. This certificate is neither an assurance as to the future
viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For Shekhar Ghatpande & Co

Company Secretaries
Date: 27th May, 2019 Shekhar Ghatpande

Place: Pune Proprietor
FCS No. 1659/CP No. 782
18

Management Discussion And Analysis
Industry Outlook and counterfeit in medicine packaging, Communication

- differentiating and brand recall strategies, Convenience
Pharma packaging industry continues to be one of the - smart and easy to carry / dispensing & Child resistant
fastest growing sectors in the packaging industry over & senior friendly - to avoid accidental misuse of medicines
the past decade. According to a report by BusinessWire, by children but convenient for senior citizen to use the
REFERENCE The pharmaceutical packaging market which packaging.
was USD 79 billion in 2018 is projected to register a CAGR
of 6% between 2019 and 2024. This growth is attributed Pharma Packaging Innovations
to the increased demand for pharmaceutical packaging
in emerging economies such as BRIC (Brazil, Russia, The Indian Market is witnessing voluntary use of Child
India, and China) countries. The increasing demand for Resistant and Senior Friendly (CRSF) Lid Foils, though not
pharmaceuticals owing to increase in healthcare coverage, mandated by the Regulatory Authorities in India, as a part
growing aging population and an increase in non- of Global Social Responsibility being pursued by some of
communicable disease in emerging economies are the the market leaders. Bilcare being a global leader in the
major drivers for the pharmaceutical packaging market. CRSF market has a natural advantage in this shift as it
Another factor driving the pharmaceutical packaging is already qualified as a CRSF supplier globally. The first
market is the new drug development and government formulation has already seen the shift and it is likely that
initiatives to promote innovations in the pharmaceutical similar formulation will follow this trend.
industry and to enhance the use of generics, in developed
Bilcare has been able to consolidate its brand - Bilcare
countries. The strict regulations for pharmaceutical
Venus, as a Leader not only in the Indian market but
packaging in developed countries such as the US, UK and
also in other important markets all across the globe. A
Japan ensures that only quality suppliers can sustain in the
market shift towards the newer printed ideas segment is
market. Plastic & polymers are expected to be the largest
also being witnessed which will further consolidate our
raw material used in pharmaceutical packaging during the
position in the said segment, which was conceptualized
forecast period.
and developed by Bilcare.
Opportunities, Threats and Outlook Bilcare was able to identify the implicit need of the
consumers of various ultrasensitive formulations as
Bilcare with its solitary focus on quality & innovation in
regards to convenience in terms of a compact packaging
pharmaceutical packaging has not only been able to keep
against the conventional strip packaging. Bilcare’s Venus
up with the dynamic regulations & requirements but also
Elite range of packing has been able to offer solution to
enabled us to be ahead of the curve many times. At Bilcare,
this segment and have already passed the stability test for
every challenge is looked at as an opportunity. Hence, there is
certain formulations. The saving in area ranges from 30 -
a continuous series of opportunities leading to innovations
60 % over the conventional packaging and will help the
for improving productivity and deliverables of existing
manufacturers of the formulations in terms of saving in
solutions and enhancing the value proposition through
secondary and tertiary packaging cost, transportation cost
clinical research, development and commercialization of
per unit and optimum use of shelf space with the chemists.
new products. Bilcare follows a constructive philosophy
to address the various challenges of the pharmaceutical Various Environmental Protection Groups with the
industry, which may be broadly classified into the five Government are taking up the Dioxin emission arising
categories. The 5 C’s are – Compliance - direction of out of incineration of PVC. Though the Pharmaceutical
dosage administration, Counterfeit – deterring piracy Applications in Blister Packaging is currently not a part of
19

the same but to capitalize on this opportunity Bilcare is healthcare. Reduced labor cost for the clinical operations
developing a Barrier Film that will be having significantly personnel, lower recruitment costs, low costs related
lower Dioxin Emission levels. to handling of clinical trial supplies and growing focus
on multiple orphan drugs further drives the growth
During the year, Bilcare India site documented and aligned of APAC clinical trials market. Sponsors and service
the quality management systems standards to the latest providers—like CROs face challenges in understanding
version ISO 9001:2015 and Environmental Management and effectively managing the clinical supply aspect of
Systems standards to ISO 14001:2015 version with all their studies. Many sponsors struggle to understand and
necessary internal audits and management reviews to effectively manage various aspects of the clinical supply
be finally certified by TUV SUD South Asia during the chain, including increased pressure from government
first half of the financial year 2018-19. Also, the Good regulators like the US FDA and European Medicines
Manufacturing Practices (GMP) Systems standards for Agency on quality requirements, and how to move
Primary packaging components for pharmaceuticals is clinical supplies between countries.
being aligned to ISO 15378:2105 standards to be certified
during the year 2018-19. Considering the growing market demand in the CTMS
Market, Bilcare GCS has already aligned its resources.
Global Clinical Supplies Recently Bilcare GCS expanded its scope of services to
cater to nutraceuticals storage and distribution too in
Global clinical trial supplies market expected to generate addition to the pharmaceutical storage and distribution
revenue of around USD 2,092.5 million by end of 2024, network and services.
growing at a CAGR of around 7.20% between 2018 and
2024. The clinical trial supplies market is segmented on the During the year Bilcare GCS had few key achievements
basis of product/services into manufacturing, packaging to its credit - We supported Pharma companies and
and labeling, and storage and distribution. CRO’S by successfully attending the Investigator Meets;
supported our clients in USFDA audit; achieved new
Rising adoption of supply chain management system is due businesses like cosmetics and nutraceuticals storage
to rising pressure to cut down R&D cost and increase the and distribution services to support global sponsors;
operational efficiency as the supplies contribute significantly Expanded global depot partners to thirty locations. With
to the total R&D expense of biopharmaceutical companies. this, Bilcare GCS is poised to regain its market share
To cut down the cost of supplies, biopharmaceutical and looks forward to maximize profits by providing
companies are outsourcing their supplies to global and innovative, compliant and faster services to its clients.
regional supply players, which in turn is helping them to
focus more on trial process. The Comparator Sourcing is a fast-growing industry
within clinical trials that has doubled within the last
Regulatory changes have brought clinical research in three years. A recent report published by the Institute
India “back on track” – with the market expected to for Healthcare Informatics forecasts that the surge in
grow at a CAGR of approximately 12%. The changes cancer drug innovation is projected to continue over the
have been focused on transparency with clear specific next five years, with oncology currently already making
guidelines on various aspects like medical and up 25% of the global late-stage pipeline. As the majority
compensation management and efficiency by reducing of drug candidates are being studied against the existing
timelines for regulatory approvals. A positive turn of standard of care, the need for secure and transparent
events for Bilcare GCS. sourcing of comparator drugs and non-investigational
medicinal products (NIMPs) on a global scale is likely
Developing economies such as India, clinical trials
to rise significantly. Sourcing optimization is by and
market is expected to prove attractive markets owing
large achieved via gradual transition from centralized to
to increasing availability of expert practitioners, growing
local comparator suppliers. Global sourcing companies
government support with regards to development of
are beginning to assess local market capabilities for
the outsourcing hubs. Growing prevalence of metabolic
availability of quality certificates and actively export
disorders with rising number of patients suffering from
drugs for QP release. Bilcare is becoming formidable
obesity, metabolic disorders and are insulin resistant
player in this market as well.
continues to offer growth opportunities for APAC
clinical trials market. Lesser insurance coverage and
growing medical expenses due to increasing presence Internal Control System and Adequacy
of private hospitals is leading to rapidly increasing need
The Company has a well-placed and adequate Internal
for clinical trials for accessing free-of-cost high-quality
Financial Control system, which ensures that all the
20

transactions are authorized, recorded and reported within the meaning of applicable laws and regulations.
correctly as well as is compliant with the Company’s Actual outcome may differ substantially or material from
policies and Standard Operating Procedures (SOP’s). The those expressed or implied. Important developments that
Internal Auditors independently evaluate the adequacy of could affect the Company’s operation include significant
the internal controls and report to the Audit Committee of changes in the political and economic environment in India
any major deviations. or overseas in key markets, applicable statues, litigation,
labor relations, exchange rate fluctuation, interest and
Financial Performance other costs.
The Company has been through a restructuring phase

over the last few years. The Company has completed
its debt resolution with more than 80% of its debt
and the balance is under discussion. As a result, the
performance of the Company has remained almost the
same level since last year mainly due to working capital
constraints. Even after having orders in hand, the plant
is running at a capacity level of 30-35%. The support of
the customers and suppliers have enabled the Company
sustain its operations. The Company has focused on cost
reduction and production efficiency and has achieved
improvements in the existing parameters.
With a conscious effort towards realignment of the

capital structure, the Company has taken measures
to consolidate its non-core assets for monetization,
amortized the business costs of assets, which have not
yielded the envisaged returns and to divest investment in
the overseas subsidiaries with a view to raise long-term
finance to mitigate the borrowings. In this endeavor,
on 8th November, 2019, the Company has divested
investment in its step down subsidiaries viz. Bilcare
Research Swiss I AG and Bilcare Research Swiss II AG,
for a net proceeds of up to Euro 27 mn.
The way forward is to re-energize the core business and

bring the Company back to levels of high turnovers and
higher EBIDTA’s. With the growing market demand for
the products, the Company is confident of regaining
and sustaining its business.
Risks and Concern

The Company is subjected to various risks affecting its
financial health, both in terms of external environment
and internal operations. Raw material input prices; crude
price hike, currency fluctuations and financial costs are
some of the major risks. Industry curve with PVDC market
going through stress is also a major concern for product
substitution.
Cautionary Statement
Statements in this Management Discussion and Analysis
describing the Company’s objective, projection, estimates,
and expectations may be ‘forward looking statements’
21

ANNEXURE - A
Form No. MGT-9
EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31-03-2019
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
Registration and Other Details:

i CIN L28939PN1987PLC043953
ii Registration Date 01-July-1987
iii Name of the Company Bilcare Limited
iv Category / Sub-Category of the Company Public Company / Limited by shares
v Address of the Registered office and contact details 1028, Shiroli, Rajgurunagar, Pune 410505
vi Whether listed company Yes
vii Name, Address and Contact details of Registrar and Transfer Agent, Link Intime India Pvt. Ltd.,
if any (Unit: Bilcare Limited)
Block No. 202, 2nd Floor, Akshay Complex
Off Dhole Patil Road. Pune – 411 001, India
Telefax : 020 – 26163503
Principal Business Activities of the Company

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-
NIC Code of the Product/ % to total turnover of the

Sl. No. Name and Description of main products / services
service company
1 Articles of Plastics & Polymer 3920/3921 42.40
2 Aluminium & Aluminium Products 7607 41.24
22

Particulars Of Holding, Subsidiary And Associate Companies
S. Name Of The Company Address of the Company CIN/GLN Holding/ % of Applicable

No. Subsidiary/ shares
Section
Associate held
1 Bilcare Mauritius Ltd. C/o IQEQ Corporate Services N.A. SUBSIDIARY 100% 2(87)(ii)
(Mauritius) Limited,
33, Edith Cavell Street,
11324 Port Louis, Mauritius.
2 Bilcare Research Swiss I AG Hochbergerstrasse 60B N.A. SUBSIDIARY 100% 2(87)(ii)
3 Bilcare Research Swiss II AG Hochbergerstrasse 60B N.A. SUBSIDIARY 100% 2(87)(ii)
4 Bilcare Research Holding AG Gewerbestrasse 12,4123 N.A. SUBSIDIARY 100% 2(87)(ii)

Allschwil,Switzerland
5 Bilcare Research AG Gewerbestrasse 12,4123 N.A. SUBSIDIARY 100% 2(87)(ii)

6 Bilcare Germany Management GmbH Radebeulstrasse 1, 79219, N.A. SUBSIDIARY 100% 2(87)(ii)
Staufen,Germany
7 Bilcare Research Singapore Pte. Ltd. 45, Contonment Board, N.A. SUBSIDIARY 100% 2(87)(ii)
Singapore - 089748
8 Bilcare Research Inc 1389, School House Road, N.A. SUBSIDIARY 100% 2(87)(ii)
Newcastle/Delaware city, DE
19706-0537
9 Bilcare Research SRL VIA XXIV Maggio 1, 21043 N.A. SUBSIDIARY 100% 2(87)(ii)
Castiglione Olona (VA)
10 Bilcare Agency GmbH Gewerbestrasse 12, 4123 N.A. SUBSIDIARY 100% 2(87)(ii)
11 Films Germany Holding GmbH Radebeulstrasse 1 , 79219 N.A. SUBSIDIARY 100% 2(87)(ii)
Staufen, Germany
12 Bilcare Research GmbH Radebeulstrasse 1, 79219, N.A. SUBSIDIARY 100% 2(87)(ii)

Staufen,Germany
13 Caprihans India Limited D Block, Shivsagar Estate, Dr. N.A. SUBSIDIARY 51% 2(87)(ii)
A B Road, Worli,
14 Bilcare GCS Limited C/o. Kingston Smith N.A. SUBSIDIARY 100% 2(87)(ii)
LLP, Devonshire House,
60Goswell Road, EC1M
7AD, London UK
15 Bilcare GCS Inc. 3500, South Dupont N.A. SUBSIDIARY 100% 2(87)(ii)
Highway, Dover, DE 19901,
in the Country of Kent, USA.
16 Bilcare Technologies Singapore Pte. 52 Changi South Street 1, N.A. SUBSIDIARY 100% 2(87)(ii)
Ltd. King Wai Industrial Building,
Singapore 486161
17 Bilcare Technologies Italia Srl. Padova (PD) via UGO Foscolo N.A. SUBSIDIARY 100% 2(87)(ii)
8 cap 35131
18 Bilcare Research (Shanghai) Co., Ltd. Room 2238, Floor 22, N.A. SUBSIDIARY 100% 2(87)(ii)
Times Financial Center,
No. 68, Yincheng Middle
Road, Pudong New Area,
Shanghai
23

Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity)
Category-wise Share Holding
No. of Shares held at the beginning of the year No. of Shares held at the end of the year %
Change
Category of Shareholders % of
Demat Physical Total % of Total Shares Demat Physical Total Total during
Shares the year
(A) Shareholding of Promoter and Promoter Group
1 Indian
(a) Individual/ HUF 7066611 -- 7066611 30.01 7066611 -- 7066611 30.01 --
(b) Central Government -- -- -- -- -- -- -- -- --
(c) State Government (s) -- -- -- -- -- -- -- -- --
(d) Bodies Corporate -- -- -- -- -- -- -- -- --
(e) Banks/Financial Institutions -- -- -- -- -- -- -- -- --
(f) Any Other -- -- -- -- -- -- -- -- --
Sub-Total (A)(1) 7066611 -- 7066611 30.01 7066611 -- 7066611 30.01 --
2 Foreign
(a) NRIs-Individuals -- -- -- -- -- -- -- -- --
(b) Other-Individuals -- -- -- -- -- -- -- -- --
(c) Bodies Corp. -- -- -- -- -- -- -- -- --
(d) Banks / FI -- -- -- -- -- -- -- -- --
(e) Any Other…. -- -- -- -- -- -- -- -- --
Sub-Total (A)(2) -- -- -- -- -- -- -- -- --
Total Shareholding of
Promoter and Promoter 7066611 -- 7066611 30.01 7066611 -- 7066611 30.01 --
Group (A)=(A)(1)+(A)(2)
(B) Public Shareholding
1 Institutions
(a) Mutual Funds -- -- -- -- -- -- -- -- --
(b) Banks / FI -- -- -- -- -- -- -- -- --
(c) Central Govt -- -- -- -- -- -- -- -- --
(d) State Govt(s) -- -- -- -- -- -- -- -- --
(e) Venture Capital Funds -- -- -- -- -- -- -- -- --
(f) Insurance Companies -- -- -- -- -- -- -- -- --
(g) FPIs 10000 -- 10000 0.04 10000 -- 10000 0.04 --
Foreign Venture Capital
(h) -- -- -- -- -- -- -- -- --
Funds
(i) Others (specify) -- -- -- -- -- -- -- -- --
Sub-Total (B)(1) 10000 -- 10000 0.04 10000 -- 10000 0.04 --
2 Non-institutions
(a) Bodies Corporate 553184 -- 553184 2.35 428437 -- 428437 1.82 -0.53
(b) Individuals
Individuals holding nominal
1 5607392 128002 5735394 24.36 5561858 112602 5674460 24.10 -0.26
share capital<=Rs. 1 Lakh
Individuals holding nominal
2 5744827 -- 5744827 24.40 5909920 -- 5909920 25.10 0.70
share capital> Rs. 1 Lakh
(c) Others
1 IEPF 24794 -- 24794 0.101 38974 -- 38974 0.17 0.06
2 Trusts 25200 -- 25200 0.11 25200 -- 25200 0.11 0.00
3 Non Resident Indians 437349 15000 452349 1.92 441032 15000 456032 1.94 0.02
4 Market Maker 2646 -- 2646 0.01 1938 -- 1938 0.01 0.00
5 Clearing Members 58798 -- 58798 0.25 62231 -- 62231 0.26 0.01
6 Foreign Corporate Bodies 3871428 -- 3871428 16.44 3871428 -- 3871428 16.44 0.00
7 Foreign Nationals -- -- -- -- -- -- -- -- --
Sub-Total (B)(2) 16325618 143002 16468620 69.94 16341018 127602 16468620 69.94 0.00
Total Public Shareholding
16335618 143002 16478620 69.99 16351018 127602 16478620 69.99 0.00
(B)=(B)(1)+ (B)(2)
TOTAL (A)+(B) 23402229 143002 23545231 100.00 23417629 127602 23545231 100.00 0.00
Shares held by Custodians and against which Depository Receipts have been issued
Promoter and Promoter
1 -- -- -- -- -- -- -- -- --
Group
2 Public -- -- -- -- -- -- -- -- --
Sub-Total (C ) -- -- -- -- -- -- -- -- --
GRAND TOTAL (A)+(B)+(C) 23402229 143002 23545231 100.00 23417629 127602 23545231 100.00 0.00
24

Shareholding of Promoters
Shareholding at the beginning of the
Share holding at the end of the year %
year
change
%of Shares in share
S. No. Shareholder’s Name % of total %of Shares % of total
Pledged / holding
No. of Shares Pledged / Shares
No. of Shares encumbered during
Shares of the encumbered of the
to total the year
company to total shares company
shares
1 Mohan Harakchand Bhandari 5856489 24.87 0.42 5856489 24.87 0.42 --
2 Nutan Mohan Bhandari 1205122 5.12 -- 1205122 5.12 -- --
3 Ankita Jayesh Kariya 5000 0.02 -- 5000 0.02 -- --
Total 7066611 30.01 0.42 7066611 30.01 0.42 --
Change in Promoters’ Shareholding (please specify, if there is no change)

Increase/ Shareholding at the end of the year
S. year
Name (Decrease) in
No. % of total shares of % of total shares of
No. of shares Shareholding No. of shares
the company the company
1 Mohan Harakchand Bhandari 5856489 24.87 -- 5856489 24.87
2 Nutan Mohan Bhandari 1205122 5.12 -- 1205122 5.12
3 Ankita Jayesh Kariya 5000 0.02 -- 5000 0.02
Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and
Holders of GDRs and ADRs)
Shareholding at the beginning Shareholding at the end of
of the year Increase/ the year
S.
Name % of total (Decrease) in % of total
No. No. of
No. of shares shares of the Shareholding shares of the
shares
company company
1 Monument Pte Limited 3871428 16.44 0 3871428 16.44
2 Jhunjhunwala Rakesh Radheshyam 1735425 7.37 0 1735425 7.37
3 Sharad Mohanlal Bhatevara 400713 1.70 0 400713 1.70
4 Shah Pradip Padamshi 379683 1.61 0 379683 1.61
5 Rajendra Bhagirath Tapadia 271051 1.15 0 271051 1.15
6 Jhunjhunwala Rekha Rakesh 262500 1.11 0 262500 1.11
7 Chhaganbhai Parsottambhai Patel Huf 233650 0.99 0 233650 0.99
8 Rajesh Joseph 200000 0.85 0 200000 0.85
9 Neha Gupta 190000 0.81 0 190000 0.81
10 Damayantiben Chhaganbhai Patel 138710 0.59 0 138710 0.59
Shareholding of Directors and Key Managerial Personnel

Shareholding at the end of the year
year Increase/
S.
Name (Decrease) in
No. % of total shares of % of total shares
No. of shares Shareholding No. of shares
the company of the company
1 Mr. Avinash S. Joshi 600 0.00 -- 600 0.00

2 Mr. Surendranath Gupte 300 0.00 -- 300 0.00
Mr. Sudhir Narsimha -- -- --
3 0.00 0.00
Pendse
4 Mr. D.K. Sharma -- 0.00 -- -- 0.00
25

INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(` in Crores)
Secured Loans
Total
excluding Unsecured Loans Deposits
Indebtedness
deposits
Indebtedness at the beginning of the financial year
a) Principal Amount 659.96 66.29 130.34 856.58
b) Interest due but not paid -- -- -- --
c) Interest accrued but not due 1.79 1.85 26.73 30.37
Total (a+b+c) 661.75 68.14 157.07 886.96
Change in Indebtedness during the financial year
• Addition 13.66 -- -- 13.66
• Reduction - (2.13) (3.12) (5.24)
Net Change 13.66 (2.13) (3.12) 8.42
Indebtedness at the end of the financial year
a) Principal Amount 673.50 63.65 130.47 867.63
b) Interest due but not paid -- -- -- --
c) Interest accrued but not due 1.90 2.36 23.48 27.74
Total (a+b+c) 675.41 66.01 153.95 895.37
REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Remuneration to Managing Director, Whole-time Directors and/or Manager:

A. During the year no remuneration is paid to the Managing Director and Whole-time Director
B. Remuneration to other directors:
Name of Directors
Sr. Mr.
Particulars of Remuneration Mr. Avinash S. Mrs. Nutan Mr. Vasant Mr. Sudhir Total Amount
No. Surendranath
Joshi M. Bhandari Bang Pendse
Gupte
Independent Directors
• • Fee for attending board/
260,000 260,000 0 80,000 600,000
1 committee meetings
• • Commission - - - - - -
• • Others, please specify - - - - - -
Total (1) 260,000 - 260,000 0 80,000 600,000
Other Non-Executive Directors
• • Fee for attending board/
180,000 180,000
2 committee meetings
• • Commission -
• • Others, please specify -
Total (2) - 180,000 - - - 180,000
Total (B)=(1+2) 260,000 180,000 260,000 0 80,000 780,000
Total Managerial Remuneration (A)
260,000 180,000 260,000 0 80,000 780,000
+ (B)
Overall Ceiling as per the Act N.A.
26

REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
` in Lacs
Sl. Particulars of Remuneration Name of Key Managerial Personnel Name of Key Managerial
No.
Mr. Anil Tikekar Mr. D.K. Sharma
Company Secretary & CFO Company Secretary & CFO
(Part of the year) (Part of the year)
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of 1,53,803 27,83,741
the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income- tax
Act, 1961
2 Stock Option
3 Sweat Equity
4 Commission
- as % of profit
- others, specify
5. Others-NPS Contribution 1,50,000
Total (A) 1,53,803 29,33,741
PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES
During the Financial Year, there is no incidence of any Penalty/Punishment/Compounding under the Companies Act, 2013 against any Director,
Key Management Personnel and other Officer in Default.
ANNEXURE - B
ANNUAL REPORT ON CSR ACTIVITIES
1 A brief outline of the company’s CSR policy, including The Company has framed a CSR Policy in compliance
overview of projects or programs proposed to be with the provisions of the Companies Act, 2013 and
undertaken and a reference to the web-link to the CSR the same is placed on the Company’s website and the
policy and projects or programs. weblink for the same is: www.bilcare.com
2 The Composition of the CSR Committee Mrs. Nutan M. Bhandari – Chairperson
Mr. Mohan Bhandari -Member
Mr. Avinash S. Joshi- Member
3 Average net profit of the company for last three financial years —
4 Prescribed CSR Expenditure (two percent of the amount as —
in item 3 above)
5 Details of CSR spent during the financial year. N.A.
a) Total amount to be spent for the financial year;
b) Amount unspent , if any;
c) Manner in which the amount spent during the financial
year is detailed below:
The Responsibility Statement

The Responsibility Statement of the Corporate Social Responsibility (CSR) Committee of the Board of Directors of the
Company, is reproduced below:
“The implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is in compliance with CSR objectives
and policy of the Company.”
Mohan H. Bhandari Nutan M. Bhandari

Chairman & Managing Director Chairperson – CSR Committee
27

ANNEXURE - C
(FORM MR-3)
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED

31ST MARCH 2019
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members
Bilcare Limited,
1028 Shiroli, Rajgurunagar
Pune 410505
I have conducted the Secretarial Audit of the compliances of applicable statutory provisions and the adherence to good Corporate
Practices by Bilcare Limited (hereinafter called ‘the Company’). 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, I hereby report that in my opinion, the Company has, during the
audit period covering the financial year ended on 31st March, 2019 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 records maintained by the Company
for the financial year ended on 31st March, 2019 according to the 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;
(iii) The Depositories Act, 1996 and the Regulations and Byelaws 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;
(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;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (*)
(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; (*)
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (*)
(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;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (*)
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (*)
(i) The Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations 2015
(*) There were no events/ actions occurred during the year under the report which attracts the provisions of these Act/
Regulations/Guidelines, hence the same were not applicable.
28

As informed to us by the Company, no other Laws were specifically applicable to the Company during the Audit Period.
I have also examined compliance with the applicable Clauses of the following and report that:-
(i) Secretarial Standards with regard to Meeting of the Board of Directors [SS-1], General Meetings [SS-2], Dividends
[SS-3] [The Company has not declared and paid any Dividend during the Audit period. The Company has complied
with the compliance of transfer of Unpaid / Unclaimed Dividend amount to IEPF Account] and Report of the Board
of Directors [SS-4] issued by the Institute of Company Secretaries of India and approved by the Central Government
under Section 118[10] of the Companies Act, 2013 and revised thereafter have been complied with.
(ii) I have also examined the compliance with the applicable clauses of The Listing Agreement entered into by the
Company with BSE Ltd.
I report that during the year under review, the Company has complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned above except for the provisions and Rules in respect of Fixed Deposits and all other
relevant provisions governing the Fixed Deposits.
I further report that the Compliance by the Company of applicable financial laws, like Direct and Indirect Tax Laws, including
Bank and Financial matters has not been reviewed in this Audit since the same have been subject to review by Statutory
Financial Audit and other Designated Professionals.
I further report that:-
As on 31st March, 2019 i.e. at the close of the Financial Year under Report, as regards composition of the Board of Directors,
except Mr. Sudhir Narsinha Pendse, all other Directors of the Company are disqualified by The Registrar of Companies,
Ministry of Corporate Affairs, Government of India u/s 164(2) of the Companies Act, 2013, w.e.f 16th November, 2018.
The changes in the composition of the Board of Directors, Key Managerial Personnel (KMP) that took place during the Year
under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings, Agenda and detailed Notes on Agenda were
generally sent at least seven days 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 the decisions in the Board meetings were carried through by the majority and it was informed to us while there were no
dissenting views of the members and hence not captured and recorded as part of the Minutes.
I was informed that there are adequate 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 there was no event/action having a major bearing on the Company’s affairs,
except the following:-
The Shareholders of the Company in their Extra Ordinary General Meeting held on 11th January, 2019 approved the Special
Resolution under Regulation 24 and other applicable provisions of the SEBI (Listing Obligation and Disclosure Requirement)
Regulations 2015 regarding divestment of its Step Down Overseas Subsidiaries. However no divestment happened before
31st March, 2019 i.e. the close of the Financial Year under Report.

Company Secretaries
Shekhar S. Ghatpande
Date: 27 May, 2019
th
Practicing Company Secretary
Place: Pune FCS No. 1659/CP No. 782
This Report is to be read with my letter of even date which is annexed as Annexure A and Forms an integral part of this
report.
29

Annexure ‘A’ to the Secretarial Audit Report of Bilcare Limited
To,
The Members
Bilcare Limited,
1028 Shiroli
Rajgurunagar
Pune 410505
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 processes 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 processes and practices, followed by me provide
a reasonable basis for my 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 Management representation 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 procedures 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.

Company Secretaries
Shekhar S. Ghatpande
Date: 27th May, 2019 Practicing Company Secretary
Place: Pune FCS No. 1659/CP No. 782
30

STANDALONE
Ind AS FINANCIAL STATEMENTS
31
INDEPENDENT AUDITORS’ REPORT ON STANDALONE
IND AS FINANCIALS STATEMENTS
TO THE MEMBERS OF BILCARE LIMITED
Report on the Standalone Indian Accounting Standards (Ind AS) Financial Statements
We have audited the accompanying standalone financial statements of Bilcare Limited (“the Company”), which comprise the Balance Sheet as
at March 31, 2019, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and
the Statement of Cash Flows for the year then ended and a summary of the significant accounting policies and other explanatory information.
Management’s Responsibility for the Standalone Ind AS 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 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 Indian Accounting Standards (Ind AS)
prescribed under section 133 of the Act read with the Companies (Indian Accounting Standard) Rules, 2015, as amended, and other accounting
principles generally accepted in India.
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 standalone 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 financial statements based on our audit. In conducting 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 and the Order issued under section 143(11) of the Act.
We conducted our audit of the standalone financial statements 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 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 financial statements. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the standalone 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
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 financial statements.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 March 31, 2019, and its loss and its cash flows for the year ended on
that date.
Emphasis of Matters
The Company has not provided interest on term loans from banks classified as Non-Performing Assets and the same has not been quantified.
Refer Annexure A (b) to the standalone financial statements.
Our opinion is not modified in respect of the above matter.
32
Report on Other Legal and Regulatory Requirements
1. 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, and the Cash Flow Statement dealt with by this Report are in agreement with
the books of account.
d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133
of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e. On the basis of the written representations received from the directors as on March 31, 2019 taken on records by the Board of
Directors, except Mr. Sudhir Pendre, all other directors of the Company are disqualified under section 164(2) of the Act.
f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.
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 has disclosed the impact of pending litigations on its financial position in its financial statements — Refer Note
36 to the financial statements;
ii. As informed to us, the Company did not have any long-term contracts including derivative contracts for which there were
any material foreseeable losses;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection
Fund by the Company.
2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section
143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.
For K.R.Miniyar & Associates

Chartered Accountants
Firm Registration No. 124806W
Date: May 27, 2019 K.R. Miniyar

(Membership No.108015)
33
ANNEXURE A’ TO THE INDEPENDENT AUDITORS’ REPORT 31 MARCH 2019 ON THE STANDALONE IND AS FINANCIAL STATEMENTS
(Referred to in paragraph 5 (ii) (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
To the Members of Bilcare Limited
We have audited the internal financial controls over financial reporting of Bilcare Limited (“the Company”) as of March 31, 2019 in conjunction
with our audit of the standalone 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. 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 the 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 on Auditing as specified 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 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 were 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 over financial 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, to the best of our information and according to the explanations given to us, 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, 2019, 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.


34
ANNEXURE B’ TO THE INDEPENDENT AUDITORS’ REPORT
(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of Bilcare Limited
of even date)
i. In respect of the Company’s fixed assets:

a. The Company has maintained proper record of fixed assets.
b. As per the information and explanations given to us, during the year, the physical verification of fixed assets was carried out by the
Management and the frequency of physical verification was reasonable having regard to the size of the company and the nature of its
assets. No material discrepancies were noticed on such verification.
c. According to the information and explanations given to us by the Management, the title deeds, comprising all the immovable properties
of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date. In respect of immovable
properties of land and building that have been taken on lease and disclosed as fixed assets in the standalone financial statements, the
lease agreements are in the name of the Company.
ii. According to the information and explanations given to us, the inventory has been physically verified in a phased manner at reasonable
intervals during the year by the Management. The discrepancies noticed on such verification have been dealt in books of accounts.
iii. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies,
firms or other parties covered in the register maintained under section 189 of the Companies Act. Accordingly, the sub-clauses 3(iii)(a),(b)
and (c) are not applicable.
iv. In our opinion and according to the information and explanations given to us, provisions of sections 185 and 186 of the Act in respect
of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and,
guarantees, and securities given have been complied with by the Company.
v. According to the information and explanations given to us, the Company has not complied with the provisions of sections 73 to 76 of the
Companies Act, 2013 and the rules related to Fixed Deposits. The total deposits outstanding are Rs. 13,047.32 lacs as on 31st March, 2019.
However, as informed to us, the Company has made an application to NCLT and no order has been passed by NCLT till date and the matter
is sub-judicious as on March 31, 2019.
vi. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the
maintenance of cost records under section 148(1) of the Act, and are of the opinion that prima facie, the specified accounts and records
have been made and maintained. We have not, however, made a detailed examination of the same.
vii.
a. The company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance,
Income Tax, Duty of Customs, Cess, Goods and Service Tax and other statutory dues with the appropriate authorities. Further
Company has not deducted Tax Deduction at Source on capital advance of ` 10,367.66 lacs as on March 31, 2019 for purchase of
land as required under section 194-IA of Income Tax Act, 1961.
According to the information and explanations given to us, the undisputed amounts payable in respect of the aforesaid dues were
outstanding as at March 31, 2019 for a period more than six months from the date of becoming payable, are Tax Deducted at Source
of ` 258.14 lacs.
b. According to the information and explanations given to us, there were no dues in respect of Income Tax, Duty of Customs, Goods and
Service Tax and Cess which have not been deposited on account of any dispute except the following:
(` in Lacs)
Period to which the Gross Amount Amount
Forum where Dispute
Name of Statute Nature of Dues amount relates (Financial Amount paid under Unpaid
is pending
Year) protest
Income Tax Appellate
F.Y. 2012-13 750.35 150.32 600.04
Income Tax (TP) Tribunal
Income tax Act
CIT (Appeals) F.Y. 2013-14 80.99 - 80.99
1961
Tax Deducted at Dy. Commissioner of
F.Y. 2007-08 to F.Y. 2017-18 279.48 17.48 262.00
Source Income Tax (TDS)
Total of Income Tax Act 1961 (A) 1,110.82 167.79 943.03
November 2012 to March 52.44 - 52.44
Service tax - Penalty Commissioner (Appeals)
Finance Act 1994 2015
(Service Tax) Service tax - Penalty Commissioner (Appeals) April 2015 to May 2015 0.11 - 0.11
Service tax - Penalty CESTAT, Mumbai June 2015 to December 2016 3.12 - 3.12
Totalexplanations
viii. As per the information and of Finance given
Act 1994
to us,(Service Tax) (B)has defaulted in repayment of loans
the Company 55.68 - a financial
or borrowing to 55.68
Total C =(A+B) 1,166.50 167.79 998.70
35
viii. As per the information and explanations given to us, the Company has defaulted in repayment of loans or borrowing to a financial
institution, banks, government amounting to ` 31,730.21 lacs.
ix. In our opinion and according to the information and explanations given by the Management, the Company has utilized the monies raised
by way of term loans for the purposes for which they were raised. The Company does not have any unutilized money out of initial public
offer / further public offer.
x. B
ased upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to
the information and explanations given by the management, we report that no fraud by the Company or no material fraud on the Company
by the officers and employees of the Company has been noticed or reported during the year.
xi. According to information and explanation given to us, the Company has not paid or provided any managerial remuneration.
xii. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the
Company.
xiii. According to the information and explanations given by the Management, transactions with related parties are in compliance with section
177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the Standalone financial
statements, as required by the applicable accounting standards.
xiv. According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made
any preferential allotment or private placement of shares or fully or partly convertible debentures during the year and hence, reporting
requirements under clause 3(xiv) are not applicable to the Company.
xv. According to the information and explanations given by the Management, the Company has not entered into any non-cash transactions
specified under section 192 of the Act with directors or persons connected with him.
xvi. In our opinion, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.


36
STANDALONE BALANCE SHEET
AS AT 31 MARCH 2019
(All amount in ` lacs, unless otherwise stated)
Notes As at March 31, 2019 As at March 31, 2018

ASSETS
Non-current assets
Property, plant and equipment 3 57,555.28 82,344.86
Capital work-in-progress 3 28.27 24.91
Intangible assets 4 1,817.69 2,027.33
Intangible asset under development 4 - -
Investments in subsidiaries 5 51,335.50 51,334.81
Financial assets 6
(i) Investments 1.00 1.00
(ii) Other financial assets 171.81 160.94
Non Current tax asset (net) 10 500.71 411.83
Other non-current assets 7 10,711.21 10,491.30
Deferred tax assets (net) 8 6,146.53 6,267.08
Total non-current assets 128,268.00 153,064.06
Current assets
Inventories 9 3,166.78 2,548.73
Financial assets 6
(i) Investments - 67.00
(ii) Trade receivables 3,705.61 4,088.07
(iii) Cash and cash equivalents 600.11 261.12
(iv) Bank balances other than (iii) above 51.83 65.10
Other current assets 7 1,722.04 1,711.90
Total current assets 9,246.37 8,741.92
TOTAL ASSETS 137,514.37 161,805.98
EQUITY AND LIABILITIES
EQUITY
Equity share capital 11 2,354.52 2,354.52
Other equity
Reserves and surplus 12 13,788.31 45,307.51
Total Equity 16,142.83 47,662.03
LIABILITIES
Non-current liabilities
Financial liabilities 13
(i) Borrowings 71,437.19 70,190.63
(ii) Trade payables 1,200.64 1,063.43
(ii) Other financial liabilities 13,767.45 13,473.47
Provisions 14 365.90 285.16
Total non-current liabilities 86,771.18 85,012.69
Current liabilities
i. Borrowings 15,326.06 15,467.57
ii. Trade payables 7,206.21 5,722.43
iii. Other financial liabilities 9,054.72 5,253.05
Provisions 14 113.10 59.27
Other current liabilities 15 2,900.27 2,628.94
Total current liabilities 34,600.36 29,131.26
Total liabilities 121,371.54 114,143.95
TOTAL EQUITY AND LIABILITIES 137,514.37 161,805.98
Significant Accounting Policies 2
The accompanying notes are an integral part of these financial statements

As per our report of even date For and on behalf of the Board of Directors
K. R. Miniyar & Associates
Firm Registration Number: 124806W

CA K.R. Miniyar Mohan H. Bhandari Avinash Joshi
Proprietor Chairman & Managing Director Director
Membership Mo.: 108015

Place: Pune D.K. Sharma
Date: 27 May 2019 Company Secretary & CFO
37
STATEMENT OF PROFIT AND LOSS
FOR THE YEAR ENDED 31 MARCH 2019
For the year ended For the year ended

Note
March 31, 2019 March 31, 2018
INCOME
Revenue from operations 16 23,980.80 26,345.10
Other income 17 655.60 1,362.60
Total income 24,636.40 27,707.70
EXPENSES
Cost of materials consumed 18 17,184.53 17,801.19
(Increase) / Decrease in inventories of finished goods and work in progress 19 (283.87) 478.14
Excise duty - 591.77
Employee benefits expense 20 2,922.58 2,867.49
Depreciation and amortisation expense 21 24,847.36 30,434.38
Other expenses 22 4,161.94 4,630.62
Finance costs 23 7,210.49 5,553.24
Total expenses 56,043.03 62,356.83
Profit before exceptional items and tax (31,406.63) (34,649.13)
Exceptional items (gain)/loss 24 - (24,590.75)
Profit / (loss) before tax (31,406.63) (10,058.38)
Tax Expense 25
Current tax - -
Deferred tax 118.06 (2,064.25)
Total tax expense 118.06 (2,064.25)
Profit / (loss) for the year (31,524.69) (7,994.13)
Other comprehensive income
(i) Items that will not be reclassified to profit or loss
- Remeasurements of defined benefit obligations 7.98 14.40
- Income tax relating to the above items (2.49) (4.45)
Other comprehensive income for the year, net of tax 5.49 9.95
Total comprehensive income for the year (31,519.20) (7,984.18)
Earning per equity share of ` 10 each 26
Basic earning per share (133.89) (33.95)
Diluted earning per share (133.89) (33.95)




38
STANDALONE STATEMENT OF CHANGES IN EQUITY
A. Equity Share Capital

Notes Amount
As at April 1, 2017 2,354.52
Changes in equity share capital during the year 11 -
As at March 31, 2018 2,354.52
As at March 31, 2019 2,354.52
B. Other Equity
Attributable to owners
Reserves and Surplus
Particulars Notes
Securities premium Capital redemption Total
General Reserve Retained Earnings
reserve reserve
Balance as at April 1, 2017 51,034.41 271.63 11,622.47 (9,636.82) 53,291.69
Profit for the year - - - (7,994.13) (7,994.13)
Other comprehensive income - - - 9.95 9.95
Total comprehensive income for the year - - - (7,984.18) (7,984.18)
Balance at March 31, 2018 51,034.41 271.63 11,622.47 (17,621.00) 45,307.51
Profit for the year - - - (31,524.67) (31,524.67)
Other comprehensive income - - - 5.49 5.49

Total comprehensive income for the year - - - (31,519.18) (31,519.18)
Balance at March 31, 2019 51,034.41 271.63 11,622.47 (49,140.18) 13,788.33


39
STANDALONE STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH, 2019
31-Mar-19 31-Mar-18
CASH FLOW FROM OPERATING ACTIVITIES:

Profit / (Loss) before exceptional items and tax (31,406.63) (34,649.13)
Adjustments for:
Depreciation and amortisation expense 24,847.36 30,434.39
Interest and dividend income (19.60) (91.20)
Net Loss on disposal of Assets 96.92 -
Loss on liquidation of Subsidiary - (5,844.75)
Write off / Claim Settlement - (1,763.89)
Interest expenses 7,210.50 5,553.23
Provision for doubtful trade receivables 4.52 296.93
Operating profit before working capital changes 733.07 (6,064.42)
Adjustments for changes in working capital:

(Increase)/Decrease in inventory (618.05) 409.22
(Increase)/Decrease in trade receivables 377.95 475.22
(Increase)/Decrease in financial assets (10.87) 1,799.46
(Increase)/Decrease in other non-current assets (219.91) (155.95)
(Increase)/Decrease in other current assets (10.16) 277.79
Increase/(Decrease) in trade payables 1,621.00 1,790.16
Increase/(Decrease) in financial liabilities 4,015.56 1,641.66
Increase/(Decrease) in current other liabilities 271.32 543.76
Increase/(Decrease) in provision 142.54 96.79
Cash generated from operations 6,302.45 813.69
Income tax paid (88.88) (96.34)
Net cash generated from operating activities 6,213.57 717.35
CASH FLOW FROM INVESTING ACTIVITIES:

Purchase of property, plant and equipment (54.24) (94.30)
Sale / disposal of property, plant and equipment 105.83 10.01
Interest received 14.75 87.11
Dividend received 4.85 4.09
Movement of investment in fixed deposits with banks 13.26 155.96
Movement of investment in subsidiaries - 7,717.90
Movement of investments in mutual funds 67.00 (49.99)
Net cash generated from investing activities 151.45 7,830.78
CASH FLOW FROM FINANCING ACTIVITIES:

Proceeds / (Repayment) of borrowings including interest and gain on restructuring 841.68 (3,308.42)
Proceeds / (Repayment) of capital creditors including interest and gain on restructuring 342.79 191.87
Interest expenses (7,210.50) (5,553.23)
Net cash generated / (used in) from financing activities (6,026.03) (8,669.78)
Net Increase/(Decrease) in cash and cash equivalents 338.99 (121.65)

Cash and cash equivalents as at the beginning of the year 261.12 382.77
Cash and cash equivalents as at the end of the year 600.11 261.12
Cash and cash equivalents comprise of the following:

Cash on hand 32.55 5.28
Balances with banks - Current accounts 567.56 255.84
600.11 261.12
Note: The cash & cash equivalents balance as on March 31, 2018 has been regrouped to be in line with the balances as on March 31, 2019.
Chairman & Managing Director Director Proprietor
Place: Pune, D.K. Sharma
40
NOTES TO THE STANDALONE FINANCIAL STATEMENTS
1 Company overview
Bilcare Ltd., is a listed Company domiciled and based in Pune, India. It was incorporated in July 1987 with its manufacturing unit at
Rajgurunagar. The Company floated its IPO in 1995 and was listed on the Bombay Stock Exchange (BSE). Bilcare is in the business of
Pharmaceutical Packaging, Global Clinical Services, R&D services as well as Anti Counterfeit Technology (nCid).

2 Significant accounting policies
2.1 Basis of preparation
(i) Statement of compliance
These standalone financial statements have been prepared in accordance with Indian Accounting Standards (‘Ind AS’) as per Companies
(Indian Accounting Standards) Rules, 2015 (as amended) notified under Section 133 of the Companies Act, 2013 (the ‘Act’) and other
relevant provisions of the Act.

These standalone financial statements were authorised for issue by the Company’s Board of Directors as on 27th May 2019.

(ii) Basis of measurement
The standalone financial statement has been prepared on a historical cost basis except for following items:
- Certain financial assets and liabilities which are measured at fair value.
- Defined benefit plans - plan assets measured at fair value.

(iii) Use of estimates
The preparation of these standalone financial statements, requires the Management to make judgments, estimates and assumptions
that affect the reported amount of revenues, expenses, assets & liabilities, and the accompanying disclosures, and the disclosure of
contingent liabilities. Uncertanity about these assumptions & estimates could result in outcomes that require a material adjustment to
the carrying amount of assets or liabilites affected in future periods.
In the process of applying the Company’s accounting policies, the Management has made the following judgements, estimates and
assumptions which have the most significant effect on the amounts recognized in the standalone financial statements is included in
the following notes:
Note 2.8 & 8 - Recognition of deferred tax assets: Availablity of future taxable profit against which tax losses carried forward can
be used;
Note 2.21 & 30 - Measurement of defined benefit obligations: Key actuarial assumptions.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
prospectively.

2.2 Current versus non-current classification
The Company presents assets and liabilities in its Balance Sheet based on current versus non-current classification.
An asset is classified as current when it is:

a) Expected to be realized or intended to sold or consumed in normal operating cycle,
b) Held primarily for the purpose of trading,
c) Expected to be realized within twelve months after the reporting period, or
d) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the
reporting period.
All other assets are classified as non-current.

A liability is classified as current when:
a) it is expected to be settled in normal operating cycle,
b) it is held primarily for the purpose of trading,
c) it is due to be settled within twelve months after the reporting period
d) there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The Company classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and
liabilities.
Operating cycle: Operating cycle of the Company is the time between the acquisition of assets for processing and their realisation
in cash or cash equivalents. The Company has identified twelve months as its Operating cycle.
41
2.3 Segment reporting
The Company is engaged in pharma packaging research solutions which is considered the only reporting business segment for disclosure
in the standalone financial statements by the Management.

2.4 Foreign currencies
(i) Functional and presentation currency
The standalone financial statements are presented in Indian Rupees (`), which is the Company’s functional and presentation currency.
The Company determines its own functional currency (the currency of the primary economic environment in which the Company operates)
and items included in the standalone financial statements of the Company are measured using that functional currency.

(ii) Transactions and balances
Transactions in foreign currencies are initially recorded at the exchange rate prevailing at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies are retranslated into the company’s functional currency of the entity at the rates prevailing
on the reporting date.

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at reporting date exchange
rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Profit and Loss.

2.5 Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be
reliably measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received
or receivable, taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the
Government.
(a) Sale of goods
Revenue is recognised when significant risk and rewards of ownership have been transferred to the customer, recovery of the consideration
is probable, the associated costs and possible return of goods can be estimated reliably. The timing of the transfer of risks and rewards
varies depending on the individual terms of the sales agreement.
(b) Rendering of services
Revenue from a contract to provide services is recognised by reference to the stage of completion of the contract.

2.6 Income recognition
(a) Interest income
For all financial instruments measured at amortised cost and interest bearing financial assets, interest income is recognised using the
effective interest rate, which is the rate that discounts the estimated future cash receipts through the expected life of the financial
instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset.
When a loan and receivable is impaired, the Company reduces the carrying amount to its recoverable amount, being the estimated future
cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income.
Interest income on impaired financial asset is recognised using the original effective interest rate.
(b) Dividend income
Dividends are recognised in profit or loss only when the right to receive payment is established, it is probable that the economic benefits
associated with the dividend will flow to the Company, and the amount of the dividend can be measured reliably.
(c) Government Grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and
the Company will comply with all attached conditions.
Government grants relating to income are deferred and recognised in the profit or loss over the period necessary to match them with the
costs that they are intended to compensate and presented within other income.
Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income
and are credited to profit or loss on a straight-line basis over the expected lives of the related assets and presented within other
income.
(d) Export Incentives
Export Incentives under various schemes are recognised as other income in the Statement of profit or loss, if the entitlements can be
estimated and conditions precedents to the claim are fulfilled.
2.7 Taxes
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities.
The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the
countries where the Company operates and generates taxable income.
42
Current income tax relating to items recognised outside the statement of profit and loss is recognised outside the statement of profit
and loss (either in other comprehensive income or in equity). Management periodically evaluates positions taken in the tax returns with
respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
- When the deferred tax liability arises from the initial recognition of Goodwill or an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting Profit nor taxable Profit or loss.
- In respect of taxable temporary differences associated with investments in subsidiaries, when the timing of the reversal of the
temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax
losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible
temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except:
- When the deferred tax asset relating to the deductible temporary difference arises from 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 the accounting profit nor taxable profit
or loss.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that
future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the
liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside the statement of profit and loss is recognised outside the statement of profit and loss
(either in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either
in OCI or directly in equity.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax
liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
Minimum Alternate Tax (‘MAT’) credit entitlement is generally recognised as a deferred tax asset if it is probable (more likely than not)
that MAT credit can be used in future years to reduce the regular tax liability.

2.9 Leases
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of
the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets
and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.
Company as a lessee
A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and
rewards incidental to ownership to the Company is classified as a finance lease.
Finance leases are capitalised at the commencement of the lease at the inception date fair value of the leased property or, if lower, at
the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease
liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in finance
costs in the statement of profit and loss, unless they are directly attributable to qualifying assets, in which case they are capitalized in
accordance with the Company’s general policy on the borrowing costs.
A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Company will obtain
ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease
term.
Operating lease payments are recognised as an expense in the statement of profit and loss on a straight-line basis over the lease term
unless the same is in line with inflation.
Company as a lessor
Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating
leases. Rental income from operating lease is recognised on a straight-line basis over the term of the relevant lease unless the same is in
line with inflation. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the
leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the
period in which they are earned.

2.10 Impairment of assets
The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, the
Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s
(CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does
43
not generate cash inflows that are largely independent of those from other assets or group of assets. When the carrying amount of an
asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
Intangible assets under development is tested for impairment annually.
Impairment losses of continuing operations, including impairment on inventories, are recognised in the statement of profit and
loss.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously
recognised impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset’s or CGU’s
recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to
determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying
amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit
and loss.
Goodwill is tested for impairment annually as at March 31 and when circumstances indicate that the carrying value may be impaired.
Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or Group of CGUs) to which the goodwill
relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognised. Impairment losses
relating to goodwill cannot be reversed in future periods.
2.11 Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity
of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consists of cash and short-term deposits, as defined above,
net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash management.

2.12 Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method,
less provision for impairment.

2.13 Inventories
Cost of inventories have been computed to include all cost of purchases, cost of conversion and other costs incurred in bringing the
inventories to their present location and condition.
Raw materials and components, stores and spares and loose tools are valued at lower of cost and net realizable value. Costs are
determined on weighted average basis.
Work-in-progress and finished goods are valued at the lower of cost and net realisable value. Cost includes direct materials and labour
and a proportion of manufacturing overheads based on normal operating capacity. Cost of work-in-progress and finished goods are
determined on a weighted average basis.
Traded goods are valued at lower of cost are determined on a weighted average basis and net realisable value.
Scrap is valued at net realizable value.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated
costs necessary to make the sale.

2.14 Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of
another entity.
Financial assets
Initial recognition and measurement
All financial assets are recognised initially at fair value, in the case of financial assets not recorded at fair value through profit and loss,
transaction costs that are attributable to the acquisition of the financial asset.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in three categories:
- Financial assets at amortised cost
- Financial assets at fair value through profit and loss (FVTPL)
- Equity investments measured at fair value through other comprehensive income (FVTOCI)
Financial assets at amortised cost
Financial asset is measured at the amortised cost if both the following conditions are met:
- The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
- Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the
principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR)
44
method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral
part of the EIR. The EIR amortisation is included in other income in the statement of profit and loss. The losses arising from impairment
are recognised in the statement of profit and loss. This category generally applies to trade and other receivables.
Equity investments at FVTOCI
Equity investment is classified as at the FVTOCI if both of the following criteria are met:
- The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and
- The asset’s contractual cash flows represent SPPI.
Equity investments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value
movements are recognized in the other comprehensive income (OCI). However, the movements of interest income, impairment losses &
reversals and foreign exchange gain or loss are recognised in the statement of profit and loss. On derecognition of the asset, cumulative
gain or loss previously recognised in OCI is reclassified from the equity to the statement of profit and loss. Interest earned whilst holding
FVTOCI debt instrument is reported as interest income using the EIR method.
Financial assets at FVTPL
FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorization as at
amortised cost or as FVTOCI, is classified as at FVTPL. Debt instruments included within the FVTPL category are measured at fair value
with all changes recognized in the statement of profit and loss.
Equity investments
All equity investments in scope of Ind AS 109 are measured at fair value. For all equity instruments not held for trading, the Company
may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Company makes
such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.
If the Company decides to classify an equity instrument as FVTOCI, then all fair value changes on the instrument, excluding dividends,
are recognized in the OCI. There is no recycling of the amounts from OCI to the statement of profit and loss, even on sale of investment.
However, the Company may transfer the cumulative gain or loss within equity.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the statement of profit
and loss.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised
(i.e. removed from the Company’s balance sheet) when:
- The rights to receive cash flows from the asset have expired, or
- The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash
flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred
substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and
rewards of the asset, but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement,
it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained
substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the
transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognises an associated liability.
The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has
retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying
amount of the asset and the maximum amount of consideration that the Company could be required to repay.
Impairment of financial assets
In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment
loss on the following financial assets and credit risk exposure:
a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits, trade receivables
and bank balance
b) Lease receivables under Ind AS 17
c) Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the
scope of Ind AS 11 and Ind AS 18
d) Financial assets that are measured at FVTOCI
The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables or contract revenue
receivables.The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises
impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. For recognition of impairment
loss on other financial assets and risk exposure, the Company determines whether there has been a significant increase in the credit risk
since initial recognition. ECL is the difference between all contractual cash flows that are due to the Company in accordance with the
contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. When estimating
the cash flows, an entity is required to consider:
- All contractual terms of the financial instrument (including prepayment, extension, call and similar options) over the expected life of
the financial instrument. However, in rare cases when the expected life of the financial instrument cannot be estimated reliably, then the
entity is required to use the remaining contractual term of the financial instrument
45
- Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms
As a practical expedient, the Company uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables.
The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for
forward-looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking
estimates are analysed.
Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit and loss, loans and borrowings,
payables, or as derivatives designated as hedging instruments in an ineffective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable
transaction costs.
The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, financial guarantee
contracts and derivative financial instruments.
The measurement of financial liabilities depends on their classification, as described below:
Classification
The financial liabilities are classified in the following measurement categories:
a) Those to be measured as financial liabilities at fair value through profit or loss,
b) Those to be measured at amortised cost
Financial liabilities at amortized cost
All financial liabilities are recognised initially at fair value and are subsequently measured at amortized cost using the EIR method.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part
of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss. Gains and losses are recognised in the
statement of profit and loss when the liabilities are derecognised as well as through the EIR amortisation process.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest charge
over the relevant effective interest rate period. The effective interest rate (EIR) is the rate that exactly discounts estimated future cash
outflow (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other
premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying
amount on initial recognition.
This is the category most relevant to the Company and generally applies to borrowings.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial
liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability.
The difference in the respective carrying amounts is recognised in the statement of profit and loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable
legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities
simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of
business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.

2.15 Investments in Subsidiaries
The Company has accounted for its investment in subsidiaries, at cost less accumulated impairment as per Ind AS 27. All other investments
including Non-current Assets Held for Sale and Discontinued Operations shall be accounted for in accordance with Ind AS 105.

2.17 Property, plant and equipment
Property, plant and equipment are stated at cost/deemed cost less accumulated depreciation and impairment losses, if any. Cost includes
expenditure that is directly attributable to the acquisition of the assets.
Capital work in progress is carried at cost, less any recognised impairment loss. Depreciation of these assets commences when the assets
are substantially ready for their intended use.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable
that future economic benefits associated with the asset will flow to the Company and the cost of the asset can be measured reliably. All
other repair and maintenance costs are recognised in Statement of Profit and Loss as incurred.
Depreciation methods, estimated useful lives and residual value
Depreciation is provided on a pro rata basis on the straight line method over the estimated useful lives of the assets which are in some
cases higher and in some cases lower than the rates prescribed under Schedule II to the Companies Act, 2013 in order to reflect the actual
usage of the assets. The useful lives are based on a technical evaluation and have not undergone a change on account of transition to
the Companies Act, 2013.
46
Depreciation is provided using the straight line method (SLM) over the estimated useful lives of the assets, as estimated by the
Management. The life estimated by the Management is as follows:
Class of asset Life of the asset
Leasehold Land 79 years
Factory Building 50 years
Buildings (Other than factory building) 60 years
Plant and equipment 20 years
Vehicles 8 years
Electric fittings 15 years
Furniture and fixtures 15 years
Office equipment 5 years
Computers 3 years
Tools and equipments 3 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its
estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount and recorded
in profit and loss account.

2.18 Intangible assets
(i) Recognition and measurement
Identifiable intangible assets are recognised when the Company controls the asset, it is probable that future economic benefits attributed
to the asset will flow to the Company and the cost of the asset can be reliably measured. Intangible assets are stated at cost less
accumulated amortization and impairments. Intangible assets are amortized over their respective individual estimated useful lives on a
straight-line basis, from the date that they are available for use. The estimated useful life of an identifiable intangible asset is based on a
number of factors including the effects of obsolescence, demand, competition and other economic factors (such as the stability of the
industry and known technological advances) and the level of maintenance expenditures required to obtain the expected future cash flows
from the asset.

(ii) Amortisation methods and periods
The Company amortises intangible assets with a finite useful life using the straight-line method over the following periods:
Computer software 10 years
Patent 15 years

2.19 Borrowing costs
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset
are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets
are assets that necessarily take a substantial period of time to get ready for their intended use or sale.Investment income earned on the
temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible
for capitalisation.
Other borrowing costs are expensed in the period in which they are incurred.
2.20 Provisions and contingent liabilities
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable
that an outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the
obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the
end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. If the effect of the time value of
money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability.
When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-
occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized
because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in
extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not
recognize a contingent liability but discloses its existence in the standalone financial statements.

2.21 Employee Benefits
47
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end
of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the
reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as
current employee benefit obligations in the balance sheet.

(ii) Other long-term employee benefit obligations
The liabilities for earned leave and sick leave are not expected to be settled wholly within 12 months after the end of the period in which
the employees render the related service. They are therefore measured as the present value of expected future payments to be made in
respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits
are discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related
obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or
loss.
The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer
settlement for at least 12 months after the reporting period, regardless of when the actual settlement is expected to occur.

(iii) Post-employment obligations
The Company operates the following post-employment schemes:
(a) defined benefit plans such as gratuity; and
(b) defined contribution plans such as provident fund.

Defined Benefit Plans - Gratuity obligations
The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined benefit
obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by
actuaries using the projected unit credit method.
The present value of the defined benefit obligation denominated in ` is determined by discounting the estimated future cash outflows
by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of
the related obligation. The benefits which are denominated in currency other than `, the cash flows are discounted using market yields
determined by reference to high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and
that have terms approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of
plan assets. This cost is included in employee benefit expense in the statement of profit and loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period
in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity
and in the balance sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately
in profit or loss as past service cost.

Defined contribution plan
The Company pays provident fund contributions to publicly administered provident funds as per local regulations. The Company has no
further payment obligations once the contributions have been paid. The contributions are accounted for as defined contribution plans
and the contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset
to the extent that a cash refund or a reduction in the future payments is available.

2.22 Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
- the profit attributable to owners of the Company;
- by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares
issued during the year.

(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
- the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
-the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive
potential equity shares.

2.23 Rounding off amounts
All amounts disclosed in the standalone financial statements and notes have been rounded off to the nearest lacs as per the requirement
of Schedule III, unless otherwise stated.
48
3 PROPERTY, PLANT AND EQUIPMENT
Freehold Leasehold Plant and Electric Furniture Office Tools & Capital Work
Buildings Vehicles Total
land Land equipment Fitting and fixtures equipment equipments In Progress
Year ended March 31, 2018 Gross Carrying Amount

Carrying amount as at April 1, 2017 5,193.42 33.77 7,558.07 73,127.80 94.42 991.70 515.19 85.94 68,536.70 156,137.01 -
Additions - - - 41.54 - - - 9.77 - 51.31 24.91
Other adjustments - - - - - - - 0.45 - 0.45 -
Disposals / adjustments - - (221.71) - (26.83) (21.63) (165.64) - - (435.81) -
At March 31, 2018 5,193.42 33.77 7,336.36 73,169.34 67.59 970.07 349.55 96.16 68,536.70 155,752.96 24.91
Accumulated depreciation and impair-
ment, if any
As at April 1, 2017 - - 653.94 26,617.58 79.42 771.87 372.92 42.11 15,071.00 43,608.84 -
Charge for the year - 9.05 317.32 3,061.57 1.61 26.27 53.14 23.18 26,732.86 30,225.00 -
Other adjustments - - - - - - - 0.06 - 0.06 -
Disposals / adjustments - - (221.71) - (16.82) (21.63) (165.64) - - (425.80) -
At March 31, 2018 - 9.05 749.55 29,679.15 64.21 776.51 260.42 65.35 41,803.86 73,408.10 -
Net Block at March 31, 2018 5,193.42 24.72 6,586.81 43,490.19 3.38 193.56 89.13 30.81 26,732.84 82,344.86 24.91
Year ended on March 31, 2019

Gross Carrying Amount
Carrying amount as at April 1, 2018 5,193.42 33.77 7,336.36 73,169.34 67.59 970.07 349.55 96.16 68,536.70 155,752.96 24.91
Additions - - 1.47 43.83 - - 1.05 4.48 - 50.83 28.27
Other adjustments - - - - - - - - - - (24.91)
Disposals / adjustments (202.29) - - - (7.94) - - - - (210.23) -
At March 31, 2019 4,991.13 33.77 7,337.83 73,213.17 59.65 970.07 350.60 100.64 68,536.70 155,593.56 28.27
Accumulated depreciation and impair-
ment, if any
As at April 1, 2018 - 9.05 749.55 29,679.15 64.21 776.51 260.42 65.35 41,803.86 73,408.10 -
Charge for the year - 0.43 146.63 3,053.21 - 25.10 12.40 13.67 21,386.28 24,637.72 -
Other adjustments - - - - - - - - - - -
Disposals / adjustments - - - - (7.54) - - - - (7.54) -
At March 31, 2019 - 9.48 896.18 32,732.36 56.67 801.61 272.82 79.02 63,190.14 98,038.28 -
Net Block at March 31, 2019 4,991.13 24.29 6,441.65 40,480.81 2.98 168.46 77.78 21.62 5,346.56 57,555.28 28.27
(i) Refer Note 13(a) and 13(b) for details of the assets pledged as security.
(ii) The remaining useful life of certain technology related assets was estimated on Jan 1, 2019 to be five quarters instead of one quarter. The depreciation and amortisation thus is now of ` 21,386.28 lacs
for the year ended 31 March 2019 (31 March 2018: ` 26,732.86 lacs). This has resulted in an undercharge depreciation and amortisation of ` 5,346.58 lacs over previous year (31 March 2018: additional
charge of ` 22,345.59 lacs).
49
4 INTANGIBLE ASSETS
Patents & Intangible asset

Softwares Total
trademarks under development
Year ended March 31, 2018

Carrying amount as at April 1, 2017 1,962.42 628.93 2,591.35 -
Additions - 18.07 18.07 -
Other adjustments 3.32 300.55 303.87 -
Disposals / adjustments - - - -
At March 31, 2018 1,965.74 947.55 2,913.29 -
Accumulated depreciation and impairment, if any
As at April 1, 2017 353.58 18.75 372.33 -
Charge for the year 136.01 73.37 209.38 -
Other adjustments 3.32 300.93 304.25 -
As at March 31, 2018 492.91 393.05 885.96 -
Net Block at March 31, 2018 1,472.83 554.50 2,027.33 -
Year ended on March 31, 2019

Carrying amount as at April 1, 2018 1,965.74 947.55 2,913.29 -
Additions - - - -
Other adjustments - - - -
As at March 31, 2019 1,965.74 947.55 2,913.29 -
As at April 1, 2018 492.91 393.05 885.96 -
Charge for the year 136.01 73.63 209.64 -
Other adjustments - - - -
As at March 31, 2019 628.92 466.68 1,095.60 -
Net Block at March 31, 2019 1,336.82 480.87 1,817.69 -
5 INVESTMENTS IN SUBSIDARIES
Notes 31-Mar-19 31-Mar-18

Investment in equity shares of subsidiaries
See note (a) 51,335.50 51,334.81
(unquoted) (fully paid-up)
51,335.50 51,334.81
(a) Investment in equity shares of subsidiaries (unquoted)

31-Mar-19 31-Mar-18
Nos Amount Nos Amount
Bilcare Mauritius Limited (of USD 1000 each) 25,892 51,333.86 25,892 51,333.86
Bilcare GCS Limited, UK (of GBP 1 each) 1,000 0.95 1,000 0.95
Bilcare GCS Inc, USA (of USD 10 each) 100 0.69 - -
Bilcare Technologies Singapore Pte Limited ( of SGD 0.01 each) 125,000 0.001 125,000 0.001
Total 51,335.50 51,334.81
6 FINANCIAL ASSETS
(a) Investments
Non-Current
Investment in equity shares (unquoted) (fully paid-up) See note (i) 1.00 1.00
Investment in preference shares (unquoted) (fully paid-up) See note (ii) - -
1.00 1.00
50
Current
Investments in mutual funds - 67.00
- 67.00
1.00 68.00
Aggregate amount of quoted investments and market value thereof - 67.00
Aggregate amount of unquoted investments 1.00 1.00

Aggregate amount of impairment in the value of investments - -
(i) 1000 shares of Rs 100/- each held of Cosmos Bank
(ii) 78,332 Preference shares of Bilcare Technologies Singapore Pte Limited having no par value.
(b) Trade Receivables

31-Mar-19 31-Mar-18
Current
Secured
Considered good 241.51 324.22
Unsecured
Considered good 3,464.09 3,763.85
Considered doubtful 233.54 233.54
Subtotal 3,939.15 4,321.61
Less: Allowance for doubtful debts (233.54) (233.54)
Total 3,705.61 4,088.07
(i) Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.
(ii) No trade and other receivables are due from directors or other officers of the Company either severally or jointly with any other
person.
(iii) Details of trade receivables from related parties are disclosed as part of note 38 - Related party disclosures.
(c) Cash and Cash Equivalent

31-Mar-19 31-Mar-18
Balances with banks - Current accounts 567.56 255.84
600.11 261.12
Cash at banks earns interest at floating rates based on daily bank deposit rates. There are no repatriation restrictions with regard to cash
and cash equivalents as at the end of reporting period.
(d) Bank balance other than cash & cash equivalents

Deposits with maturity more than 3 months and less than 12
See note (i) 49.54 59.95
months
Earmarked balances on unclaimed dividend account 2.29 5.15
51.83 65.10
(i) Deposits with bank include earmarked deposits as margin money for guarantees, advance license etc. ` 44.17 lacs (including interest)
(31-Mar-2018: ` 53.85 lacs).
(e) Other financial assets

Non-Current
Security deposits See note (i) 171.81 160.94
Notes 171.81 160.94
Current
Advance to related parties - -
Other receivables -
-
(i) Security deposits primarily include security deposits given towards rented premises, warehouses and electricity deposits.
51
7 OTHER ASSETS
Non-current
Capital advances See note (i) 10,711.21 10,490.05
Balance with GST and sales tax authorities - 1.25
Total 10,711.21 10,491.30
Current
Advance to suppliers 323.79 404.26
Advance to employees 55.15 32.10
Advance to related parties 162.63 152.93
Balance with excise,customs, GST and sales tax authorities 1,134.36 1,046.83
Prepaid expenses 28.88 69.04
Other receivables 17.23 6.74
Total 1,722.04 1,711.90
(i) Details of capital advances from related parties are disclosed as part of note 38 - Related party disclosures.
8 DEFERRED TAX ASSETS (Net)
Net deferred tax asset / (li-

Deferred tax assets Deferred tax liabilities
abilities)
31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18
Property, plant and equipment,
- - (11,665.00) (11,599.00) (11,665.00) (11,599.00)
including fair valuation
Provision for gratuity & leave
149.00 104.00 - - 149.00 104.00
encashment
Investments 1,959.00 2,582.00 - - 1,959.00 2,582.00
Borrowings - - - - - -
Receivables and advances 15,703.53 15,180.08 - - 15,703.53 15,180.08
Total 17,811.53 17,866.08 (11,665.00) (11,599.00) 6,146.53 6,267.08
(i) Movement in temporary differences for the year ended March 31, 2018
31-Mar-17 Recognised in
31-Mar-18
Profit or loss OCI Equity
Property, plant and equipment (12,038.00) 439.00 - - (11,599.00)
80.95 27.50 (4.45) - 104.00
encashment
Investments 2,672.29 (90.29) - - 2,582.00
Borrowings (2,060.00) 2,060.00 - - -
Receivables and advances 15,552.04 (371.96) - - 15,180.08
Total 4,207.28 2,064.25 (4.45) - 6,267.08
(ii) Movement in temporary differences for the year ended March 31, 2019
31-Mar-18 Recognised in
31-Mar-19
Profit or loss OCI Equity
Property, plant and equipment (11,599.00) (66.00) - - (11,665.00)
104.00 47.49 (2.49) - 149.00
encashment
Investments 2,582.00 (623.00) - - 1,959.00
Receivables and advances 15,180.08 523.45 - - 15,703.53
Total 6,267.08 (118.06) (2.49) - 6,146.53
52
(iii) Unrecognised deferred tax assets

Deferred tax assets have not been recognised in respect of the following items, because it is not probable that future taxable profit will
be available against which the Company can use the benefits therefrom:
31-Mar-19 31-Mar-18
Unabsorbed loss* 109,225.73 107,316.80

Unabsorbed depreciation 23,608.72 21,002.52
*Includes Capital losses of ` 92,232.42 lacs
The losses can be carried forward for a period of 8 years and unabsorbed depreciation without any limit as per local tax regulations and
the Company expects to recover the losses.
9 INVENTORIES
31-Mar-19 31-Mar-18
(at lower of cost or net realisable value)
Raw materials 1,890.80 1,551.79
Stores and consumables 122.93 127.76
Work-in-progress 500.25 387.16
Finished goods 652.80 482.02
Total 3,166.78 2,548.73
Included in inventories goods in transit as follows:
Finished goods (CIF sales) 557.34 371.68
Total 557.34 371.68
10 NON CURRENT TAX ASSETS

31-Mar-19 31-Mar-18
Non-Current
Opening balance 411.83 315.49
Add: Taxes paid during the year 88.88 96.34
Closing balance 500.71 411.83
11 SHARE CAPITAL
[a] Authorised share capital

Redeemable preference
Equity shares of ` 10
shares of ` 10 each (PY ` 10
each (PY ` 10 each)
each)
No. of No. of
Amount Amount
shares shares
As at 31-Mar-2017 40,000,000 4,000 5,000,000 500
Increase during the year - - - -
As at 31-Mar-2018 40,000,000 4,000 5,000,000 500
As at 31-Mar-2019 40,000,000 4,000 5,000,000 500
[b] Issued equity share capital

Equity shares of ` 10 each (PY `
10 each)
No. of shares Amount
As at 31-Mar-2017 23,545,231 2,354.52
Change during the year - -
As at 31-Mar-2018 23,545,231 2,354.52
As at 31-Mar-2019 23,545,231 2,354.52
(i) Terms / rights, preferences and restrictions attached to equity shares:
53
The Company has only one class of equity shares having a par value of ` 10/- per share. Each holder of equity shares is entitled to one
vote per share. The Company declares and pays dividends in Indian rupees, if any. During the year ended 31 March 2019, the amount
of per share dividend recognized as distributions to equity shareholders was NIL (31 March 2018 : NIL). In the event of liquidation of the
Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential
amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
[c] Details of shareholders holding more than 5% of the aggregate shares in the Company:
(i) Equity shares of (face value: ` 10 each)
31-Mar-19 31-Mar-18
% of total
% of total equity No. of
No. of shares equity
shares shares
shares
Mohan H. Bhandari 5,856,489 24.87 5,856,489 24.87
Monument Pte. Ltd. 3,871,428 16.44 3,871,428 16.44
Rakesh R. Jhunjhunwala 1,735,425 7.37 1,735,425 7.37
Nutan M. Bhandari 1,205,122 5.12 1,205,122 5.12
12 RESERVES AND SURPLUS

31-Mar-19 31-Mar-18
Securities premium reserve 51,034.41 51,034.41
Capital redemption reserve 271.63 271.63
General Reserve 11,622.47 11,622.47
Retained earnings (49,140.20) (17,621.00)
13,788.31 45,307.51
(i) Securities premium reserve

Security Premium Reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of
the Act.
31-Mar-19 31-Mar-18
Balance at the beginning of the year 51,034.41 51,034.41
Movement during the year - -
Balance at the end of the year 51,034.41 51,034.41
(ii) Capital redemption reserve

Capital redemption reserve has been created on account of redemption of cumulative preference shares in earlier years.
31-Mar-19 31-Mar-18
Balance at the beginning of the year 271.63 271.63
Balance at the end of the year 271.63 271.63
(iii) General reserve

31-Mar-19 31-Mar-18
(iv) Retained earnings

31-Mar-19 31-Mar-18
Balance at the beginning of the year (17,621.00) (9,636.82)
Net profit for the year (31,524.69) (7,994.13)
Items of other comprehensive income recognised directly in retained earnings
- Remeasurements of post-employment benefit obligation, net of tax 5.49 9.95
Balance at the end of the year (49,140.20) (17,621.00)
54
13 FINANCIAL LIABILITIES
13(a) Non Current Borrowings

Secured See note (i) & (ii)
(i) Rupee Term loans - From banks 31,308.41 32,921.38
(ii) Rupee Term loans - From financial institutions and others 29,549.32 26,984.56
Unsecured See note (i)
(ii) Rupee Term loans - From others 751.97 751.97
(iii) Deferred sales tax loan 753.52 876.53
Non Convertible Debentures (Zero Coupon Bonds) See note (i) 4,438.97 3,931.19
71,437.19 70,190.63
(i) Refer Annexure A to the Notes to the Standalone financial statements for the detailed terms of loans.
(ii) Term loans are secured by first charge on the immovable and movable properties and second charge on current assets, both
present and future, under the Security Trustee Arrangement.
13(b) Current Borrowings

Secured
- Working capital loans from banks See note (i) and (ii) 2,053.74 2,158.70
Unsecured
- Fixed deposits from Public (issued in 2012) See note (iii) 13,047.32 13,033.87
- Inter Corporate deposit from related parties See note (iv) 225.00 275.00
15,326.06 15,467.57
(i) The working capital facilities include cash credit and bill discounting facilities from banks. These facilities carry interest rate ranging
from 12% to 15% p.a.
(ii) The working capital facilities are secured by first charge on current assets and second charge on immovable and movable
properties, both present and future, under Security Trustee Arrangement.
(iii) Fixed deposits from public carries interest @ 11.50% to 12.25% p.a. T
(iv) The inter corporate deposit from Caprihans Limited carries an interest rate of 14% p.a.
13(c) Other Financial Liabilities

Non-current
Advance from subsidiaries See note (i) 9,240.76 9,240.76
Reimbursements due to related parties 440.76 431.81
Capital creditors 4,021.13 3,678.35
Other payables 64.80 122.55
13,767.45 13,473.47
Current
Interest accrued on borrowings 2,773.93 3,037.30
Share subscription payable for shares in subsidiaries 1.64 0.95
Salaries and wages payable 392.00 323.24
Unclaimed dividend 2.29 5.15
Outstanding liabilities for expenses 259.79 210.07
Other payables and acceptances 5,625.07 1,676.34
9,054.72 5,253.05
(i) This has been considered at historical cost.
13(d) Trade Payables

Non-current
Dues to others 1,200.64 1,063.43
1,200.64 1,063.43
Current
Dues to Micro and Small Enterprises See note 35 117.11 262.76
Dues to others See note (i) 7,089.10 5,459.67
7,206.21 5,722.43
(i) Includes creditors related to raw material purchase of ` 4,522.23 lacs (31 March 2018: ` 3,967.59 lacs)
(ii) Details of trade payables to related parties are disclosed as part of note 38 - Related party disclosures.
55
14 PROVISIONS
Non-current
Provision for gratuity See note 30 365.90 285.16
365.90 285.16
Current
Provision for leave encashment 113.10 59.27
113.10 59.27
15 OTHER LIABILITIES
Current
Advance from customers 504.81 162.74
Advance from related parties See note 38 1,728.55 1,774.20
Statutory liabilities 657.84 657.59
Book overdraft 9.07 34.41
2,900.27 2,628.94
16 REVENUE FROM OPERATIONS
on on
31-Mar-19 31-Mar-18
Revenue from sale of products
Sale of Products
Domestic products 12,985.69 17,295.36
Export products 9,695.69 7,659.53
22,681.38 24,954.89
Revenue from rendering services
Domestic services 775.45 864.13
Export services 253.85 197.61
1,029.30 1,061.74
Other operating income
Sale of Scrap 270.12 328.47
270.12 328.47
23,980.80 26,345.10
17 OTHER INCOME
Notes
on on
31-Mar-19 31-Mar-18
Other non-operating income
Interest on deposits and others 14.75 87.11
Dividend income 4.85 4.09
Duty drawback 178.18 161.31
Liabilities written back See note (i) 333.48 1,078.24
Miscellaneous income 124.34 31.85
655.60 1,362.60
(i) Includes gain of ` 245.58 lacs on settlement with banks (31 March 2018: ` 534.81 lacs SBLC commission written back)
18 COST OF CONSUMPTION AND TRADED GOODS SOLD

on on
31-Mar-19 31-Mar-18
Inventory at the beginning of the year 1,551.79 1,442.26
Add: Purchases 17,523.54 17,910.72
Less: Invetory written off during the year - -
Less: Inventory at the end of the year (1,890.80) (1,551.79)
Cost of raw materials consumed 17,184.53 17,801.19
56
19 (INCREASE) / DECREASE IN INVENTORIES OF FINISHED GOODS AND WORK IN PROGRESS

on on
31-Mar-19 31-Mar-18
Inventory at the end of the year
- Finished goods 652.80 482.02
- Work-in-progress 500.25 387.16
1,153.05 869.18
Inventory at the beginning of the year
- Finished goods 482.02 772.95
- Work-in-progress 387.16 620.04
869.18 1,392.99
Excise duty related to increase / decrease in inventory of finished goods - 45.67
Net (increase) / decrease in inventories (283.87) 478.14
20 EMPLOYEE BENEFITS EXPENSE

on on
31-Mar-19 31-Mar-18
Salaries, wages, bonus etc. 2,594.66 2,551.87
Contribution to provident and other funds 113.18 90.38
Gratuity expense 76.15 116.79
Staff welfare expenses 138.59 108.45
2,922.58 2,867.49
21 DEPRECIATION AND AMORTIZATION EXPENSE
Notes
on on
31-Mar-19 31-Mar-18
Depreciation on property, plant and equipment See note 3(ii) 24,637.72 30,225.00
Amortistion of intangible assets 209.64 209.38

24,847.36 30,434.38
22 OTHER EXPENSES
Notes
on on
31-Mar-19 31-Mar-18
Consumables, spares and loose tools 133.71 158.96
Power and fuel 1,122.02 1,008.94
Freight & forwarding charges 600.05 589.18
Sub-contracting expenses 222.77 255.82
Job work charges 453.15 432.47
Rent 125.58 116.85
Rates and taxes 6.28 17.32
Repairs
- Building 36.11 40.90
- Plant and machinery 121.66 165.20
- Others 74.74 72.19
Insurance 57.49 81.46
Communication expenses 36.99 46.61
Travelling and conveyance 186.49 159.76
Printing & Stationery 39.74 53.56
Sales commission 127.25 40.72
Advertising and sales promotion 15.46 31.00
Legal and professional expenses 383.03 726.16
Payment to auditor See note 31 7.50 8.00
Bad debts / advances written off 4.52 296.93
License & Registration expenses 59.46 45.87
Donations 0.20 0.40
Exchange differences (net) 103.60 126.68
Miscellaneous expenses 147.22 155.64
Net Loss on disposal of Assets 96.92 -
4,161.94 4,630.62
57
23 FINANCE COSTS
on on
31-Mar-19 31-Mar-18
Interest 3,035.17 3,150.21
Unwinding of discount and effect of changes in discount rate 4,017.63 2,112.08
Bank charges and commission 157.69 262.44
Brokerage & Commission - FD - 28.51
7,210.49 5,553.24
24 EXCEPTIONAL ITEMS
on on
31-Mar-19 31-Mar-18
Exceptional Items - (24,590.75)
25 INCOME TAX
[a] Income tax expense is as follows:

on on
31-Mar-19 31-Mar-18
Statement of profit and loss
Current tax:
Current tax on profits for the year - -
Total current tax expense - -
Deferred tax:
Deferred tax expense / (income) 118.06 (2,064.25)
Total deferred tax expense / (benefit) 118.06 (2,064.25)
Income tax expense 118.06 (2,064.25)

Deferred tax related to OCI items:
- On loss / (gain) on remeasurements of defined benefit plans (2.49) (4.45)
(2.49) (4.45)
[b] Reconciliation of tax expense and the accounting profit computed by applying the Income tax rate:
on on
31-Mar-19 31-Mar-18
Profit/(loss) before tax (31,406.63) (10,058.39)
Tax rate in India (%) 31.20% 30.16%
Expected Income Tax expense (9,798.87) (3,606.69)
Tax effects on amounts which are not deductible / (taxable) in
calculating taxable income:
Income exempt from tax (1.51) (1.11)
Expenses not deductible 1,214.50 -
Loss in respect of Deferred tax assets not recognised for the year* 8,081.24 3,518.00
Reversal of deferred tax on account of change in earlier year tem-
622.70 (1,974.45)
porary differences
Income tax expense 118.06 (2,064.25)
*Deferred Tax assets on unabsorbed depreciation/business loss have been recognised to the extent of deferred tax liabilities on taxable
temporary differences available.
26 EARNING PER SHARE

Basic earning per share (face value of ` 10 each) See note (i) (133.89) (33.95)
Diluted earning per share (face value of ` 10 each) See note (i) (133.89) (33.95)
- Profit attributable to the equity share holders of the Company used in calculating
(31,524.69) (7,994.13)
basic earning per share
58
- Weighted average number of shares used as denominator in

23,545,231 23,545,231
calculating basic earning per share (in Nos.)
(i) Refer note 3(ii)-EPS would have been higher by ` 72.19 for the year ended 31 March 2019 (31 March 2018 ` 94.88 ).
27 FINANCIAL RISK MANAGEMENT

The Company’s business activities are exposed to a variety of financial risks, viz liquidity risk, market risk and credit risk. The Management
of the Company has the overall responsibility for establishing and governing the Company’s risk policy framework. The risk management
policies are formulated after the identification and analysis of the risks and suitable risk limits and controls are set which are monitored
& reveiwed periodically. The changes in the market conditions and allied areas are accordingly reflected in the changes of the policy.
The sources of risk, which the Company is exposed to and how the Company manages these risks with their impact on the Financial
Statements is given below:
Risk Exposure from Measurement Management
Credit risk Trade receivables Aging analysis, Credit limits
Credit ratings
Liquidity risk Borrowings, Trade payables Cash flow budgeted Vs Restructuring / Resolution which
and other liabilities actuals would enable the Company to
raise fresh funds.
Market risk - Foreign Currency Foreign currency receivables Cash flow forecasting and The Company has a natural
and payables Sensitivity analysis hedge against the exports for
the receivables and payables and
evaluates the need for hedging
options in case the need arises.
Market risk - Interest rate Borrowings at variable interest Sensitivity analysis The Company primarily has fixed
rates rate borrowings. It regularly
monitors the varibale rate
borrowings.
[A] Credit risk
Credit risk is the risk of financial loss to the Company if the counterparty fails to meet its contractual obligations. The Company is
exposed to credit risk from its operating activities (primarily trade receivables). However, the credit risk on account of financing activities,
i.e., balances with banks is very low, since the Company holds all the balances with approved bankers only.
Trade receivables
Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the customers outstanding
balances to which the Company grants credit terms in the normal course of business. Concentration of credit risk with respect to trade
receivables are limited, as the Company’s customer base is large and diverse as well as that they are long standing customers. All trade
receivables are reviewed and assessed for default on a monthly basis. The Company establishes an allowance for doubtful debts and
impairment that represents its estimate of life-time expected losses in respect of trade receivables under simplified approach.
The impairment provisions for financial assets disclosed below are based on assumptions about risk of default and expected loss rates.
The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the
Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.
Summary of the Company’s exposure to credit risk by age of the outstanding from various customers is as follows:
31-Mar-19 31-Mar-18
Not past due 2,129.91 2,414.91
Past due but not impaired
- Past due 0 to 180 days 854.69 1,184.62
- Past due more than 180 days 954.54 722.08
3,939.14 4,321.61
Reconciliation in the allowance for impairment in respect of trade and other receivables during the year was as follows.
59
31-Mar-19 31-Mar-18
Additional provision during the year - 68.42
Provision reversed during the year - (2.26)
Amounts used against provisions - (707.21)
[B] Liquidity risk

Liquidity risk is the risk the Company faces in meeting its obligations associated with its financial liabilities. The Company’s approach in
managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses.
In doing this, Management considers both normal and stressed conditions.
However, the Company is already under liquidity stress and is not able to meet it’s obligations in a timely manner. The Management has
initiated the debt resolution with the lenders and are negotiating restructuring of the borrowings which will allow them to manage the
liquidity in the long term. Further, post restructuring of the existing borrowings, the Mangement expects to get additional credit lines
to meet their working capital requirements. The Company regularly monitors the rolling forecasts to assess its cash flow requirements
to meet operational needs.
Maturities of financial liabilities
The below table analyses the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities. The
amounts disclosed in the table are contractual undiscounted cash flows.
Between 1 More than

Upto 1 year Total
to 5 years 5 years
31-Mar-19
Non-derivatives
Borrowings (including interest accrued)* 62,472.83 33,674.84 8,714.45 104,862.11
Trade payables 8,304.45 142.46 - 8,446.91
Capital creditors 1,425.98 3,193.04 - 4,619.01
Total 72,203.25 37,010.33 8,714.45 117,928.03
Between 1 More than
Upto 1 year Total
and 5 years 5 years
31-Mar-18
Non-derivatives
Trade payables 6,230.14 658.96 - 6,889.10
Capital creditors 643.47 3,913.21 - 4,556.68
Total 62,293.51 43,756.53 13,551.19 119,601.24
*doesnot include PV impact
[C] Market risk
The Company’s size and operations result in it being exposed to the following market risks that arise from its use of financial
instruments:
• Currency risk;
• Price risk; and
• Interest rate risk
The above risks may affect the Company’s income and expenses, or the value of its financial instruments. The Company is not exposed
to price risk, since the Company is primarily invested in equity instruments of subsidiaries and carries no other external investments. The
Company’s exposure to and management of these risks are explained below:
60
(i) Foreign currency risk

The Company is subject to the risk that changes in foreign currency values impact the Company’s exports revenue and imports of raw
material, property, plant and equipment and investments. The risk exposure is with respect to various currencies viz. SGD, USD, EUR,
and GBP. The risk is measured through monitoring the net exposure to various foreign currencies and the same is minimized to the
extent possible.
(a) Foreign currency risk exposure
The Company’s exposure to foreign currency risk at the end of the reporting period expressed in ` are as follows:
SGD USD EUR GBP Others
31-Mar-19
Financial assets / liabilities
Trade and other receivables - 1,788.85 - 24.72 -
Trade and other payables 4,461.90 2,551.11 1,503.03 14.36 540.93
SGD USD EUR GBP Others

31-Mar-18
Financial assets / liabilities
Trade and other receivables - 898.72 92.75 41.92 -
Trade and other payables 4,115.65 4,482.63 1,035.70 27.27 2.88
(b) Foreign currency sensitivity analysis

The sensitivity of profit and loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments.
The following tables demonstrate the sensitivity to a reasonably possible change in SGD, USD, EUR and GBP exchange rates, with all
other variables held constant:
Impact on profit before tax Impact on other components of

Equity
31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18
SGD
- Increase by 9% (401.57) (370.41) - -
- Decrease by 9% 401.57 370.41 - -
USD
- Increase by 9% (68.60) (322.55) - -
- Decrease by 9% 68.60 322.55 - -
EUR
- Increase by 9% (135.27) (84.87) - -
- Decrease by 9% 135.27 84.87 - -
GBP
- Increase by 9% 0.93 1.32 - -
- Decrease by 9% (0.93) (1.32) - -
(ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Company is not exposed to any interest rate risk on account of term loans as the restructured loans do not carry
any interest. The Company does not expect any interest risk on the other long-term loans, since the Company is in the process of
restructuring these loans. The Company’s exposure to the risk of changes in market interest rates related primarily to the Company’s
non-current / current borrowings with floating interest rates.
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on loans and borrowings. With all
other variables held constant, the Company’s profit /(loss) before tax is affected through the impact on floating rate borrowings as
follows:
61
Variable rate borrowings 31-Mar-19 31-Mar-18

Carrying amount 2,053.74 2,158.70
Movement on account of decrease by 100 basis points (20.54) (21.59)
Movement on account of increase by 100 basis points 20.54 21.59
28 FAIR VALUE MEASUREMENTS

Accounting classification and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the
fair value hierarchy. It does not include fair value information for financial assets and financial liabilities if the carrying amount is a
reasonable approximation of fair value.
(A) Financial instruments by category
31-Mar-19 31-Mar-18
FVTPL Amortised FVTOCI FVTPL Amortised FVTOCI
Cost Cost
[i] Financial assets
Security deposit - 171.81 - - 160.94 -
Trade receivables - 3,705.61 - - 4,088.07 -
Cash and cash equivalents - 651.94 - - 326.22 -
Investments
- Equity instruments 1.00 - - 1.00 - -
- Mutual funds - - - 67.00 - -
1.00 4,529.36 - 68.00 4,575.23 -

[ii] Financial liabilities
Borrowings - 86,763.25 - - 85,658.20 -
Trade payables - 8,406.85 - - 6,785.86 -
Other financial liabilities - 13,581.41 - - 9,485.76 -
- 108,751.51 - - 101,929.82 -
Fair value as at Fair value Valuation

Particulars 31-Mar-19 31-Mar-18
Investments
-Equity instruments 1.00 1.00 Level 2 Unquoted bid prices
-Mutual funds - 67.00 Level 1 Quoted market prices
(a) The Company’s long-term loans have been restructured and contracted at fixed /NIL rates of interest. However, since these loans
prior to restructuring were classified as NPA accounts, the fair value of these loans cannot be derived. Majority of the Company’s bor-
rowings have been restructured as on date and the principal and interest amounts have been reset to effect the restructuring.
(B) Fair Value Hierarchy

Fair value is the amount for which an asset could be exchanged, or a liability settled between knowledgeable willing parties in an arm’s
length transaction. The Company has made certain judgements and estimates in determining the fair values of the financial instruments
that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the
financial statements.
To provide an indication about the reliability of the inputs used in determining fair value, the Company as classified the financial instru-
ments into three levels prescribed under the accounting standard. An explanation of each level is as follows:
62
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes mutual funds that have quoted
price. The mutual funds are valued using the closing NAV.
Level 2: Level 2 hierarchy includes financial instruments that are not traded in an active market is determined using valuation techniques
which maximise the use of observable market data and rely as little as possible on entity-specific estimates.
Level 3: If one or more of the significant inputs is not based on the observable market data, the instrument is included in Level 3
hierarchy.
(C) Valuation Techniques
Specific valuation techniques used to value financial instruments include:
- the use of quoted market prices for mutual funds
- the fair value of the remaining financial instruments is determined using discounted cash flow analysis or such other acceptable valu-
ation methodology, wherever applicable
There are no items in the financial instruments, which required level 3 valuation.
29 CAPITAL MANAGEMENT
For the purposes of the Company’s capital management, capital includes issued capital and all other equity reserves. The primary objec-
tive of the Company’s capital management is to maximise shareholder value. The Company manages it’s capital structure and makes
adjustments in the light of changes in economic environment and the requirements of the financial covenants. The Company monitors
capital using gearing ratio, which is net debt (i.e., total debt less cash) divided by total equity.
The capital gearing ratio for 31 March 2019 and 31 March 2018 are as follows:
31-Mar-19 31-Mar-18
Net Debt 86,111.31 85,331.98
Adjusted Total Equity* 55,487.44 70,007.62
Net Debt to equity ratio 1.55 1.22
*Additional depreciation and amortisation on Tools and Equipments of ` 39,344.61 lacs (31 March 2018: ` 22,345.59 lacs) is not
considered.
63
30 EMPLOYEE BENEFIT OBLIGATIONS

30(a) Defined Contribution plans
Provident Fund: Contribution towards provident fund for employees is made to the regulatory authorities, where the Company has no
further obligations. Such benefits are classified as defined contribution schemes as the Company does not carry any further obligations,
apart from the contributions made on a monthly basis.
30(b) Defined Benefit plans
Gratuity: The Company provides for gratuity, a defined benefit plan (the “Gratuity Plan”) covering eligible employees in accordance with
the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacita-
tion or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment. The Com-
pany’s liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. The fair value of the plan assets
of the trust administered by the Company, is deducted from the gross obligation.
(i) Movement of defined benefit obligation and plan assets
The amounts recognised in the balance sheet and the movements in the net defined benefit obligation over the year are as follows:
Present value of Fair value of plan Net
obligation assets Amount
1-Apr-17 374.28 170.70 203.58
Current service cost 54.47 - 54.47
Interest expenses / income 27.90 12.81 15.09
Past Service Cost 47.24 - 47.24
Total amount recognised in profit and loss 129.61 12.81 116.80
Remeasurements
Gain/loss from change in demographic assumption - - -
Gain/loss from change in financial assumption (11.89) (0.85) (11.04)
Experience gain / loss (20.42) 0.78 (21.20)
Total amount recognised in other comprehensive income (32.31) (0.07) (32.24)
Employer contributions - 4.96 (4.96)
Benefit payments (4.63) (4.63) -
Mortality Charges and Taxes - (1.99) 1.99
Total (4.63) (1.66) (2.97)
31-Mar-18 466.95 181.78 285.17
Present value of Fair value of plan Net

obligation assets Amount
1-Apr-18 466.95 181.78 285.17
Past Service Cost - - -
Remeasurements
Gain / loss from change in demographic assumption 0.16 - 0.16
Gain / loss from change in financial assumption 13.28 0.53 12.75
Experience gain / loss (6.53) (1.14) (5.39)
Total amount recognised in other comprehensive income 6.91 (0.61) 7.52
Mortality charges and taxes - (2.04) 2.04
Total (14.70) (11.77) (2.93)
31-Mar-19 549.11 183.20 365.91
(ii) Net assets / liabilities

An analysis of net (deficit)/assets is provided below for the Company’s principal defined benefit gratuity scheme.
31-Mar-19 31-Mar-18
Present value of funded obligations 549.11 466.95
Fair value of plan assets 183.20 181.78
Net deficit for funded schemes (365.91) (285.17)
64
(iii) Analysis of plan assets is as follows:

31-Mar-19 31-Mar-18
Insurer managed funds (%) 100% 100%
Others (%) 0% 0%
Total 100% 100%
(iv) Actuarial assumptions and sensitivity analysis

31-Mar-19 31-Mar-18
Salary growth rate 10.00% 10.00%
Discount rate 7.50% 7.80%
Attrition rate 5.00% 5.00%
Notes:
1. Discount rate: The discount rate is based on the prevailing market yields of Indian government securities for the estimated term of the
obligations.
2. Salary escalation rate: The estimates of future salary increases considered takes into account the inflation, seniority, promotion and
other relevant factors.
3. Assumptions regarding future mortality experience are in accordance with the Indian Assured Lives Mortality (2012-14) ultimate (IALM
ult).
Sensitivity of the defined benefit obligation to changes in weighted principal assumptions is
Impact on present benefit obligation
31-Mar-19 31-Mar-18
Discount rate - Increase by 1% 506.81 430.56
Discount rate- Decrease by 1% 597.42 508.56
Salary growth rate - Increase by 1% 585.37 498.30
Salary growth rate- Decrease by 1% 515.05 437.62
Attrition rate - Increase by 1% 544.10 462.97
Attrition rate- Decrease by 1% 554.61 471.33
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice it is un-
likely to occur, and changes in some of the assumptions may be correlated. The methods and types of assumption used in preparing the
sensitivity analysis are same as previous period.
(v) Expected future benefits payments
The Company monitors the funding levels on annual basis and accordingly decides upon the contribution to the fund. Expected contribu-
tions to post-employment benefit plans for the year ending 31 March 2020 are ` 5.00 lacs. The expected maturity analysis of undiscounted
pension, gratuity and post-employment medical benefits is as follows:
Less than More than

1 to 2 years 2-5 Years
a year 5 years
As at 31-Mar-2019
Defined benefit obligation - Gratuity 69.64 31.60 148.39 453.88
As at 31-Mar-2018
65
31 PAYMENT TO AUDITOR
31-Mar-19 31-Mar-18
As auditor*
- Audit Fee 6.50 6.50
-Limited review 1.00 1.50
7.50 8.00
* The amounts presented are net of GST
32 RESEARCH AND DEVELOPMENT EXPENDITURE

31-Mar-19 31-Mar-18
Revenue expenditure 156.62 141.32
33 COMMITMENTS
Capital commitments
Capital commitment at the end of the reporting period but not recognised as liabilities is as follows :
Property, plant and equipments 31-Mar-19 31-Mar-18
Estimated amount of contracts towards purchase of Land remaining to be executed (net of advances) 1,740.34 1,970.34
For lease related commitments see note 34
34 OPERATING LEASE
The Company has entered into operating leases in respect of office / factory premises, factory godowns and others which are mostly
cancellable by giving appropriate notices as per respective agreements. However, there are certain non-cancellable lease/s which have an
average life of between three and ten years. During the year, the lease expense recorded in the Statement of Profit and Loss is ` 125.10
lacs (31-Mar-2018: ` 116.85 lacs).
The future minimum lease payments (MLP) under non-cancellable operating lease in the aggregate and for each of the following periods
are as under:
Not later than one year 8.20 7.81
Later than one year and not later than five years 11.53 19.73
Later than five years - -
35 MICRO, SMALL AND MEDIUM ENTERPRISES

To the extent, the Company has received intimation from the “suppliers” regarding their status under the Micro, Small and Medium
Enterprises Development Act, 2006, the details are provided as under:
31-Mar-19 31-Mar-18
Principal amount remaining unpaid as on 31 March 117.11 262.76
Interest due thereon as on 31 March 2.77 -
Interest paid in terms of Section 16 of Micro, Small and Medium Enterprises Development Act, 2006,
- -
along with the payment made beyond the appointed day during the year
Interest due and payable for the period of delay in making payment (which have been paid but beyond
- -
the appointed day during the year) but without adding the interest specified under the Act
Interest accrued and remaining unpaid as on 31 March 2.77 -
36 CONTINGENT LIABILITIES
31-Mar-19 31-Mar-18
a) Claims against the Company not acknowledged as debts:
- Liability to suppliers earlier written back on account of pending legal cases 827.13 777.78
- Income Tax matters in Appeal 1,110.82 1,110.82
- Excise Duty & Service Tax matters 55.68 253.20
66
44,321.10 49,923.85
b) In view of the terms of settlement, the long term borrowings (primarily with Banks) which have
been restructured till date, the Company is showing the remission amount as a contingent liability till
the final repayment of the outstanding restructured/ settlement amounts. In the event of a default in
payment of the restructured/ settlement amounts as per the agreed schedule, the Company will be
liable to pay the entire original amount of the said loan, which is inclusive of interest due there upon.
(c) In case of all the present as well as the restructured loans there may be a penal interest charge,
which is currently contingent and undeterminable.
37 SEGMENT INFORMATION
The Company is engaged in Pharma Packaging Research Solutions which is considered the only reporting business segment for disclo-
sure in the financial statements by the management. Further, the geographical information of revenues from external customers and
non current assets other than financial instruments, deferred tax assets, post employment benefit assets has not been presented as such
segmentation is not compiled by the Company.
67
38. RELATED PARTY DISCLOSURES

Related Party Disclosures as required by Indian Accounting Standard 24 (Ind AS 24 ) are given below:

Subsidiaries
Ultimate holding Company Bilcare Limited
Wholly owned subsidiary Bilcare GCS Limited, UK
Bilcare GCS Inc., USA
Bilcare Technologies Singapore Pte. Ltd., Singapore
Step down subsidiaries Bilcare Technologies Italia Srl. , Italy
Wholly owned subsidiary Bilcare Mauritius Ltd., Mauritius
Step down subsidiaries Bilcare Research Swiss I AG
Bilcare Research Swiss II AG
Bilcare Research Holding AG
Bilcare Research AG
Bilcare Germany Management GmbH
Bilcare Research Singapore Pte.Ltd.
Bilcare Research Inc
Bilcare Research SRL
Bilcare Agency GmbH
Bilcare Research (Shanghai) Co., Ltd.
Films Germany Holding GmbH
Bilcare Research GmbH
Bilcare Research PPI Holding GmbH
Bilcare Research PPI GmbH & Co. KG
Bilcare Research SFS Holding GmbH
Bilcare Research SFS GmbH & Co. KG
BIL Leasing Verwaltungs GmbH & Co
Caprihans India Limited
Key Management Personnel
Mohan H. Bhandari (Chairman & Managing Director)
Anil Tikekar (Company Secretary & CFO) (for part of the F.Y.)
D. K. Sharma (Company Secretary & CFO)

Relatives of Key Management Personnel Ankita J. Kariya
Nutan M. Bhandari
Kiran H. Bhandari
Prakash H. Bhandari
Monica Sharma
31.03.2019 31.03.2018
Compensation to the Key management personnel 30.88 27.15
68
Balances due from / to related parties as at 31 March 2019:
Current Assets /
Non Current Liabilities / Current Liabilities / Other Trade Investment in Non Current Trade Capital
Related Party Borrowings Other financial
Other financial liabilities financial liabilities payables subsidiaries Assets receivables commitments
assets
Subsidiaries:
Bilcare Research AG (9,681.53) (948.92) - (725.39) - - - - -
(9,672.58) (968.77) - (130.77) - - - - -
Bilcare Research GMBH - - - (80.85) - - 784.58 - -

- - - (80.52) - - 53.43 - -
Bilcare Research Inc - - - - - - 30.26 - -

- - - - - - - - -
Bilcare Research Singapore - (3.36) - - - - 7.73 - -

Pte. Limited 44.28
- - - - - - - -
Caprihans India Limited - (478.97) (225.00) - - - - - -

- (478.63) (275.00) - - - - - -
Bilcare Mauritius Ltd. - (1,895.04) - - 51,333.86 - - 162.63 -

- (1,879.51) - - 51,333.86 - - 152.93 -
Bilcare Technologies - - - (5.61) 0.001 - - - -

Singapore Pte. Limited (5.49) 0.001
- - - - - - -
Bilcare GCS Limited - (0.95) - (1.53) 0.95 - 18.79 - -

- (0.95) - (0.93) 0.95 - 40.34 - -
Bilcare GCS Inc. - (0.69) - - 0.69 - 161.42 - -

- - - - - - 165.79 - -
Key Management
Personnel:
Mohan H. Bhandari - (3.99) - - - 8,009.29 - - 665.71
- (3.99) - - - 7,779.29 - - 895.71
- - - - - - - - -
Relative of Key
Management Personnel:
Nutan M. Bhandari - - - - - 2,358.38 - - 341.62
- - - - - * 2,358.38 - - 341.62
Total (9,681.53) (3,331.92) (225.00) (813.38) 51,335.50 10,367.66 1,002.78 162.63 1,007.34
(9,672.58) (3,331.84) (275.00) (217.71) 51,334.81 10,137.66 303.84 152.93 1,237.34
Figures in Italic represent figures as on 31 March, 2018
69
Transactions during the year with related parties

Others - Re-
Sale of Purchase of Capital ad- Remuneration / Interest - Ex-
Related Party imbursement
Goods Goods/Services vance Sitting Fees pense / (Income)
of expense
Subsidiaries:
Bilcare Research AG - 1,446.67 - - - 5.50
- 329.91 - - - 87.37
Bilcare Research GMBH 3,323.93 - - - - -

1,313.05 - - - - -
Bilcare Research Inc 635.62 7.52 - - - -

876.69 8.90 - - - -
Bilcare Technologies Singapore Pte. - - - - - -

Limited - 5.20 - - - -
Caprihans India Limited - - - - 55.93 -

- - - - 65.33 -
Bilcare Research Singapore Pte. Ltd. 186.04 - - - - -

159.05 - - - - -
Bilcare GCS Limited 2.19 0.67 - - - 52.66

3.53 5.11 - - - 72.19
Bilcare GCS Inc. - 0.63 - - - 65.68

166.25 - - - - 64.80
Key Management Personnel:

Mohan H. Bhandari - - 230.00 - - -
- - 276.00 - - -
Anil Tikekar - - - 1.54 - -

- - - 27.15 - -
D .K. Sharma - - - 29.34 - -

- - - - - -
Relative of Key Management

Personnel:
Ankita J. Kariya - - - 20.00 - -
- - - 20.00 - -
Nutan M. Bhandari - - - 1.80 - -

- - - 1.40 - -
Monica Sharma - - - 7.21 -

- - - - - -
4,147.78 1,455.48 230.00 59.88 55.93 123.83

Total
2,518.56 349.12 276.00 48.55 65.33 224.35
Figures in Italic represent previous FY amounts i.e. 31 March, 2018
70
ANNEXURE A TO NOTES TO FINANCIAL STATEMENTS

31-Mar-19 31-Mar-18
Secured
Term loans - From banks
1. Bank of Baroda # 15,371.55 15,371.55
(Payable from 30.04.2013 in 72 monthly installments, rate of interest 12.75% p.a.)
(Default in payment from July 2013 till date, ` 15,371.55 lacs, now repayable on demand) *
2. United Bank of India 3,329.35 3,510.07

(Payable from 20.03.2018 in 8 quarterly installments, rate of interest 9.65% p.a.)
(Default in payment till date ` 50.00 lacs)
3. Canara Bank 1,909.05 1,956.58
4. Jammu & Kashmir Bank # - 1,460.51
5. Indusind Bank Limited # 1,885.79 1,800.54
(Default in payment till date, ` 407.39 lacs)
6. Central Bank of India 1,844.20 1,762.27
7. Cosmos Bank # 1,876.86 1,968.24
(Payable from 30.06.2017 in 24 quarterly installments, rate of interest 12.50% p.a. )
8. IDBI Bank # 5,091.62 5,091.62
(Loan on account of devolvement of SBLC ` 5,091.62 lacs (on 13.10.2017), rate of interest
15.50% p.a., now repayable on demand) *
Term loans - From financial institutions and others

9. Invent Assets Securitisation & Reconstruction Private Limited 6,468.42 5,980.83
(State Bank of India)
(Payable from 31.12.2015 in 17 quarterly installments, Maturity date 31-Dec-19)
(Default in payment till date ` 1,975.00 lacs)
(State Bank of Hyderabad)
(Karnataka Bank)
(Andhra Bank) #
(Dhanlaxmi Bank) #
(State Bank of Bikaner and Jaipur) #
15. Phoenix ARC Private Limited (“Phoenix”) 2,490.24 2,219.28
(Federal Bank) #
(Punjab National Bank) #
71
31-Mar-19 31-Mar-18
(Axis Bank)
(Payable from 30.06.2017 in 12 quarterly installments, Maturity date 31-Mar-20)
18. Asset Reconstruction Company India Limited (“Arcil”) 7,709.40 6,870.72
(South Indian Bank) #
(Payable from 30.06.2018 in 32 quarterly installments , Maturity date 31-Mar-26)
Non Convertible Debentures (Zero Coupon Bonds)

19. Zero Coupon Redeemable Non Convertible Debentures 4,438.97 3,931.19
(Lakshmi Vilas Bank Limited) #
(Redeemable in 3 equal annual installments from 31.03.2024)
Unsecured
20. Corporation Bank # 4,635.00 4,725.00
(Payable from 31.01.2013 in 3 installments, rate of interest 13.25% p.a.)
(Default in payment from Jan ‘13 till date, ` 4,635.00 lacs, now repayable on demand) *
Term loans - From others
21. Council of Scientific & Industrial Research (CSIR) 751.97 751.97
(Payable from 01.10.2014 in 10 yearly installments, rate of simple interest 3.00% p.a.)
(Default in payment from October 2015 till date, ` 305.24 lacs)
22. Deferred sales tax loan 753.52 876.53
(Payable in equal annual installments till 2023, interest free)
Total 71,437.19 70,190.63
# Managing Director has given personal guarantee for these loans.
* a) The Company is in the negotiation of restructuring these loans and hence these have been disclosed as Non- Current Borrowings.
b) In view of the ongoing discussions for restructuring, the Company has not provided interest on these loans which have been
classified by the respective banks as Non Performing Assets (NPA), from the date of such classification.
72
CONSOLIDATED
Ind AS FINANCIAL STATEMENTS
73
INDEPENDENT AUDITORS’ REPORT ON CONSOLIDATED
IND AS FINANCIALS STATEMENTS
TO, THE MEMBERS OF BILCARE LIMITED
Report on the Consolidated Indian Accounting Standards (Ind AS) Financial Statements
We have audited the accompanying consolidated financial statements of Bilcare Limited (hereinafter referred to as “the Company”) and its
subsidiaries (the Company and its subsidiaries together referred to as “the Group”), comprising the Consolidated Balance Sheet as at March
31, 2019, the Consolidated Statement of Profit and Loss (including other comprehensive income), the Consolidated Statement of Changes in
Equity, the Consolidated Statement of Cash Flows for the year then ended, and a summary of the significant accounting policies and other
explanatory information.
Management’s Responsibility for the Consolidated Ind AS Financial Statements
The Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of
the Companies Act, 2013 (hereinafter referred to as ‘’the Act”) that give a true and fair view of the consolidated financial position, consolidated
financial performance including other comprehensive income, consolidated statement of changes in equity and consolidated cash flows of the
Group in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India. The respective Board of Directors
of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the 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 account-
ing records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial
statements by the Directors of the Company, as aforesaid.
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. In conducting 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 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 consolidated financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial state-
ments. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the
consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial
control relevant to the Company’s preparation of the consolidated 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 Board of Directors, as well as evaluating the overall presentation
of the consolidated financial statements.
We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in
sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consoli-
dated Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of
other auditors on separate Ind AS financial statements and on the other financial information of the subsidiaries, the aforesaid consolidated
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 Ind
AS and other accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2019, and its
consolidated profit, consolidated total comprehensive income, consolidated statement of changes in equity and its consolidated cash flows for
the year ended on that date.
Emphasis of Matters
The company has not provided interest on term loans from banks classified as Non-Performing Assets and the same has not been quantified.
Refer Annexure A (b) to consolidated financial statements.
74
Our opinion is not modified in respect of these matters.
Other matters
We did not audit the financial statements of 14 subsidiaries, whose financial statements reflect total assets of ` 485,785.56 lacs, total revenues
of ` 237,033.08 lacs and net cash inflows/ (outflows) amounting to ` (432.92) lacs for the year ended 31st March, 2019, as considered in the
consolidated financial statements. These financial statements have been audited/reviewed by other auditors whose reports have been furnished
to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures in-
cluded in respect of these subsidiaries and our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid
subsidiaries is based solely on the reports of the other auditors.
Our opinion above on the consolidated Ind AS financial statements, and our report on Other Legal and Regulatory Requirements below, is not
modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial
statements and other financial information certified by the Management.
Report on Other Legal and Regulatory Requirements
As required by section 143 (3) of the Act, based on our audit and on the consideration of report of the other auditors on separate Ind AS
financial statements and the other financial information of subsidiaries, as noted in the ‘Other Matter’ paragraph we report, to the extent ap-
plicable, that:
a. We / the other auditors whose reports we have relied upon 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 of the aforesaid consolidated Ind AS financial
statements;
b. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial state-
ments have been kept so far as it appears from our examination of those books and reports of the other auditors;
c. The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), Consoli-
dated Statement of Changes in Equity and the Consolidated Statement of Cash Flows dealt with by this Report are in agreement
with the books of account maintained for the purpose of preparation of the consolidated financial statements;
d. In our opinion, the aforesaid consolidated financial statements comply with the Indian Accounting Standards prescribed under
Section 133 of the Act read with Companies (Indian Accounting Standard) Rules, 2015, as amended;
e. On the basis of the written representations received from the Directors of the Company as on March 31, 2019 taken on record
by the Board of Directors of the Company except Mr. Sudhir Pendse, all other directors of the Company are disqualified under
section 164(2) of the Act. None of the directors of the remaining group Companies/Subsidiary Companies incorporated in India are
disqualified as on March 31st, 2019:
f. With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such con-
trols, refer to our separate Report in “Annexure A” which is based on the auditor’s reports of the Company and its step subsidiary
companies incorporated in India;
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 and based
on the consideration of the report of the other auditors on separate Ind AS financial statements as also the other financial informa-
tion of the subsidiaries, as noted in the ‘Other Matter’ paragraph:
i. The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the
Group.
ii. The Group did not have any long term contracts including derivative contracts for which there were any material foreseeable
losses.
iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by
the Company and its subsidiary companies incorporated in India.


75
‘ANNEXURE A’ TO THE INDEPENDENT AUDITORS’ REPORT 31 MARCH 2019 ON THE CONSOLIDATED IND
AS FINANCIAL STATEMENTS
(Referred to in paragraph (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of Bilcare Limited
of even date)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
In conjunction with our audit of the consolidated Ind AS financial statements of the Company as of and for the year ended March 31, 2019,
we have audited the internal financial controls over financial reporting of Bilcare Limited (hereinafter referred to as “the Company”) and its step
down subsidiary company, which are companies incorporated in India, as of that date.
Management’s Responsibility for Internal Financial Controls
The Board of Directors of the Company and its step down subsidiary company, which are companies incorporated in India, are responsible
for maintaining internal financial 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. 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 the 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.
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 as specified 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 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 were 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 and the audit evidence obtained by the other auditors in terms of their reports referred
to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls
over financial reporting with reference to these consolidated Ind AS financial statements.
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 and its step down subsidiary company, which are companies incorporated in India, have, maintained in all material
respects, adequate internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements and such
internal financial controls over financial reporting with reference to these consolidated Ind AS financial statements were operating effectively
as at March 31, 2019, based on the internal control over financial reporting criteria established by the respective companies 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.
76
Other Matters
Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over
financial reporting with reference to these consolidated financial statements of the Company, insofar as it relates to one step down subsidiary
company, which are companies incorporated in India, is based on the corresponding standalone reports of the auditor as applicable of such
step down subsidiary company incorporated in India.


77
CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH, 2019
As at As at
Notes
March 31, 2019 March 31, 2018
ASSETS
Non-current assets
Property, plant and equipment (net) 3 1,60,258.88 1,75,648.17
Capital work-in-progress 3 7,891.17 17,006.37
Investment properties 4 79.73 83.63
Goodwill 5 35,940.94 36,895.98
Other Intangible assets 5 4,268.15 5,331.87
Intangible asset under development - -
Financial assets 6
(ii) Other financial assets 808.89 950.53
Other non-current assets 7 10,742.15 10,528.11
Non-current tax assets 507.46 411.83
Deferred tax assets 8 7,187.96 7,687.33
Total non-current assets 2,27,717.79 2,54,577.46
Current assets
Inventories 9 36,930.50 37,286.76
Financial assets 6
(ii) Trade receivables 30,938.24 29,022.47
(iii) Cash and cash equivalents 7,587.63 7,673.40
(iv) Bank balances other than (iii) above 1,541.09 2,279.59
(v) Other financial assets 759.27 430.63
Current tax asset, net 538.19 1,071.95
Other current assets 7 9,921.93 15,447.09
Total current assets 88,216.86 93,278.90
TOTAL ASSETS 3,15,934.65 3,47,856.37
EQUITY AND LIABILITIES
Equity
Equity share capital 10 2,354.52 2,354.52
Other equity 11 (9,338.04) 37,633.23
Equity attributable to owners of Bilcare Limited (6,983.52) 39,987.75
Non-controlling interests 12 6,402.28 6,339.50
Total Equity (581.24) 46,327.25
LIABILITIES
Non-current liabilities
(i) Borrowings 74,542.64 74,095.21
(ii) Other financial liabilities 4,085.94 3,800.89
Provisions 14 20,704.61 14,706.64
Deferred tax liabilities 8 9,069.23 10,049.97
Total non-current liabilities 1,09,603.05 1,03,716.14
Current liabilities
(i) Borrowings 1,50,646.11 1,32,810.78
(iii) Other financial liabilities 16,772.37 12,498.18
Provisions 14 2,295.94 2,470.07
Other current liabilities 15 1,837.43 1,576.00
Current tax liabilities 3,339.37 5,898.70
Total current liabilities 2,06,912.84 1,97,812.99
Total liabilities 3,16,515.89 3,01,529.13
TOTAL EQUITY AND LIABILITIES 3,15,934.65 3,47,856.37
As per our report of even date. For and on behalf of Board of Directors
Firm Registration No.124806W
CA K. R. Miniyar Mohan H. Bhandari Avinash Joshi

Place : Pune D.K. Sharma
Date : 27 May 2019 Company Secretary & CFO
78
STATEMENT OF CONSOLIDATED PROFIT AND LOSS
Note For the year ended For the year ended

March 31, 2019 March 31, 2018
INCOME
Revenue from operations 16 2,99,701.11 2,79,028.05
Other income 17 6,024.45 3,419.50
Total income 3,05,725.56 2,82,447.55
EXPENSES
Cost of materials consumed 18 1,63,167.88 1,57,737.69
Change in inventory of finished goods and work in progress 19 611.06 (6,135.44)
Excise duty on sales - (1,183.60)
Employee benefits expense 20 61,693.19 55,853.73
Depreciation and amortisation expense 21 37,835.84 (41,619.36)
Other expenses 22 57,384.69 54,656.33
Finance costs 23 28,283.55 24,906.09
Total expenses 3,48,976.21 3,29,821.36
Loss from before exceptional items and tax (43,250.66) (47,373.81)
Exceptional items (gain)/loss 24 - (26,652.93)
Loss before tax (43,250.66) (20,720.88)
Tax Expense
Current tax 25 2,462.55 2,570.64
Deferred tax 25 (384.17) (3,380.91)
Total tax expense 2,078.38 (810.26)
Profit / (Loss) for the year (45,329.04) (19,910.62)
(i) Items that will not be reclassified to profit or loss
- Remeasurements of defined benefit obligations (344.85) 946.92
- Income tax relating to the above items 25 95.49 (197.93)
(ii) Items that will be reclassified to profit or loss
- Exchange difference on Translation of foreign operation. 483.91 431.99
Other comprehensive income for the year, net of tax 234.55 1,180.98
Total comprehensive income for the year (45,094.48) (18,729.64)
Profit is attributable to:
Owners of equity (45,508.46) (20,113.62)
Non-controlling interests 179.42 203.00
(45,329.04) (19,910.62)
Other comprehensive income is attributable to:
Owners of equity 234.82 1,175.92
Non-controlling interests (0.27) 5.06
234.55 1,180.98
Total comprehensive income is attributable to:
Owners of equity (45,273.64) (18,937.70)
Non-controlling interests 179.16 208.06
(45,094.48) (18,729.64)
Earning per equity share of Rs 10 each (PY ` 10 each)
Basic earnings per share 26 (193.28) (85.43)
Diluted earnings per share 26 (193.28) (85.43)
As per our report of even date For and on behalf of Board of Directors
CA K. R. Miniyar Mohan H. Bhandari Avinash Joshi
Place : Pune D.K. Sharma
Date : 27 May 2019 Company Secretary & CFO
79
80
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
A. Equity Share Capital

Notes Amount
As at April 1, 2017 2,354.52
As at March 31, 2018 2,354.52
As at March 31, 2019 2,354.52
B. Other Equity
Particulars Notes Attributable to owners
Reserves and Surplus Exchange differ- Non
Securities Reserve on Capital Total other
ence on foreign controlling Total
General Retained equity
premium consolida- redemption exchange transla- interest
Reserve Earnings
reserve tion reserve tion reserve
Balance as at April 1, 2017 51,034.41 17,762.00 11,699.94 (21,239.89) 271.63 (526.88) 59,001.21 6,247.63 65,248.84
Profit for the year - - - - (20,113.62) - - (20,113.62) 203.00 (19,910.62)
Other comprehensive income - - - 743.92 - 431.99 1,175.92 5.06 1,180.98
Loss on liquidation of subsidiary - - - (2,409.82) - - (2,409.82) - (2,409.82)
Total comprehensive income for the year - - - (21,779.52) - 431.99 (21,347.52) 208.06 (21,139.46)
Transaction with owners in their capacity as owners
Transfer to general reserve - - 25.50 (25.50) - - - - -
Tax on Dividend - - - (20.45) - - (20.45) (116.20) (136.65)
Balance at March 31, 2018 51,034.41 17,762.00 11,725.44 (43,065.36) 271.63 (94.89) 37,633.23 6,339.50 43,972.74
Profit for the year - - - (45,508.46) - - (45,508.46) 179.42 (45,329.04)
Other comprehensive income - - - (249.09) - 483.91 234.82 (0.27) 234.55
Adjustment effected in retained earnings. - - - (1,676.98) - - (1,676.98) - (1,676.98)
Total comprehensive income for the year - - - (47,434.53) - 483.91 (46,950.62) 179.16 (46,771.46)
Transaction with owners in their capacity as owners
Transfer to general reserve - - 15.30 (15.30) - - - - -
Tax on Dividend - - - (20.65) - - (20.65) (116.37) (137.02)
Balance at March 31, 2019 51,034.41 17,762.00 11,740.74 (90,535.84) 271.63 389.02 (9,338.04) 6,402.28 (2,935.74)



STATEMENT OF CASH FLOWS
31-Mar-19 31-Mar-18
CASH FLOW FROM OPERATING ACTIVITIES:

Profit / (Loss) before exceptional items and tax (43,250.66) (47,373.81)
Adjustments for:
Depreciation and amortisation expense 37,835.84 41,619.36
Interest and dividend income (193.22) (316.16)
Adjustment effected in retained earnings. (1,676.97) -
Foreign currency translation reserve 483.91 431.99
Loss on sale of Property, Plant and Equipment 110.92 34.09
Loss on liquidation of subsidiary / sale of investment - (2,064.10)
Write off / Claim Settlement - (1,763.89)
Interest expenses 28,283.55 24,906.09
Provision for doubtful trade receivables 194.20 407.18
Operating profit before working capital changes 21,787.58 15,880.75
Adjustments for changes in working capital:

(Increase)/Decrease in inventory 356.26 (4,203.14)
(Increase)/Decrease in trade receivables (2,109.98) (8,600.04)
(Increase)/Decrease in financial assets (223.34) 11.31
(Increase)/Decrease in other non-current assets (214.03) (159.04)
(Increase)/Decrease in other current assets 5,525.16 (3,686.53)
Increase/(Decrease) in trade payables (10,400.43) 11,794.97
Increase/(Decrease) in financial liabilities 4,706.44 (819.57)
Increase/(Decrease) in current other liabilities 261.42 (1,074.66)
Increase/(Decrease) in provision 5,478.99 2,891.98
Cash generated / (used in) from operations 25,168.08 12,036.03
Income tax paid (4,606.12) (2,189.13)
Net cash generated from operating activities 20,561.96 9,846.90
CASH FLOW FROM INVESTING ACTIVITIES:

Purchase of Property, Plant and Equipment (11,535.91) (21,442.38)
Sale / disposal of Property, Plant and Equipment 116.29 61.30
Interest received 224.71 374.32
Dividend received 4.85 4.09
Movement of investment in fixed deposits with banks 738.50 1,150.84
Movement of investment in equity and others 1.18 (350.19)
Movement of investments in mutual funds 67.00 (49.99)
Net cash used in investing activities (10,383.37) (20,252.03)
CASH FLOW FROM FINANCING ACTIVITIES:

Proceeds / (Repayment) of borrowings including interest and gain on restructuring 17,792.77 34,928.81
Proceeds / (Repayment) of capital creditors including interest and gain on restructuring 342.79 (797.49)
Interest expenses (28,283.55) (24,906.09)
Dividend paid to non controlling interest (116.37) (116.19)
Net cash generated / (used in) from financing activities (10,264.37) 9,109.04
Net Increase/(Decrease) in cash and cash equivalents (85.77) (1,296.09)

Cash and cash equivalents as at the beginning of the year 7,673.40 8,969.49
Cash and cash equivalents as at the end of the year 7,587.63 7,673.40
Cash and cash equivalents comprise of the following:

Balances with banks - Current accounts 7,549.71 7,659.98
7,587.63 7,673.40
Note: The cash & cash equivalents balance as on March 31, 2018 has been regrouped to be in line with the balances as on March 31, 2019.
As per our report of even date. For and on behalf of Board of Directors

81
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Company overview
Bilcare Ltd., is a listed Company domiciled and based in Pune, India. It was incorporated in July 1987 with its manufacturing unit at
Rajgurunagar. The Company floated its IPO in 1995 and was listed on the Bombay Stock Exchange (BSE). Bilcare and its subsidiaries
(collectively referred to as “the Group” is in the business of Pharmaceutical Packaging, Global Clinical Services, R& D facilities as well as
Anti Counterfeit Technology (nCid).
2. Significant accounting policies
2.1 Basis of preparation

(i) Statement of compliance
These consolidated financial statements have been prepared in accordance with Indian Accounting Standards (‘Ind AS’) as per Companies
(Indian Accounting Standards) Rules, 2015 (as amended) notified under Section 133 of the Companies Act, 2013 (the ‘Act’ ) and other
relevant provisions of the Act.
These financial statements were authorised for issue by the group’s Board of Directors as on 27th May 2019.
(ii) Basis of measurement

The financial statement has been prepared on a historical cost basis except for following items:
- Certain financial assets and liabilities which are measured at fair value.
- Defined benefit plans - plan assets measured at fair value.
(iii) Use of estimates

The preparation of these financial statements, require the Management to make made judgments, estimates and assumptions that affect
the reported amounts of assets, liabilities, income, expenses and the accompanying disclosures and the disclosure of contingent liabilities.
Uncertainity about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount
of assets or liabilites affected in future periods.
In the process of applying the Company’s accounting policies, the Management has made the following judgement, estimates and
assumptions which have a significant risk on the amounts recognized in the financial statements is included in the following notes:
Note 2.7 & 8 - recognition of deferred tax assets:availablity of future taxable profit against which tax losses carried forward can be used.
Note 2.14 - impairment of financial assets
Note 2.17 - estimation of useful life of intangible assets
Note 2.19 - recognition and measurement of provisions and contingencies
Note 2.20 & 31 - measurement of defined benefit obligations: Key actuarial assumptions
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
prospectively.
(iv) Basis of consolidation

- Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group
is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its
power to direct the relevant activities of the entity. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary
and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed
of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group
ceases to control the subsidiary.
Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar
circumstances. If a member of the Group uses accounting policies other than those adopted in the consolidated financial statements for
like transactions and events in similar circumstances, appropriate adjustments are made to that Group member’s financial statements in
preparing the consolidated financial statements to ensure conformity with the Group’s accounting policies.
The Group combines the financial statements of the parent and its subsidiaries line by line adding together like items of assets, liabilities,
equity, income and expenses. Intercompany transactions, balances and unrealised gains on transactions between Group companies are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.
- Consolidation procedure
a) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its subsidiaries. For this
purpose, income and expenses of the subsidiary are based on the amounts of the assets and liabilities recognised in the consolidated
financial statements at the acquisition date.
82
b) Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity of each
subsidiary. Business combinations policy explains how to account for any related goodwill.
c) Eliminate in full intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between entities
of the Group (profits or losses resulting from intragroup transactions that are recognised in assets, such as inventory and fixed
assets, are eliminated in full). Intra-group losses may indicate an impairment that requires recognition in the consolidated financial
statements.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the
Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary,
adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting
policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the
Group are eliminated in full on consolidation.
- Changes in ownership interests

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses
control over a subsidiary, it:
- Derecognises the assets (including goodwill) and liabilities of the subsidiary
- Derecognises the carrying amount of any non-controlling interests
- Derecognises the cumulative translation differences recorded in equity
- Recognises the fair value of the consideration received
- Recognises the fair value of any investment retained
-Recognises any surplus or deficit in the statement of profit and loss
- Reclassifies the parent’s share of components previously recognised in OCI to the statement of profit and loss or retained earnings, as
appropriate, as would be required if the Group had directly disposed of the related assets or liabilities.
2.2 Current versus non-current classification

The Group presents assets and liabilities in its Balance Sheet based on current versus non-current classification.
An asset is classified as current when it is:
a) Expected to be realized or intended to sold or consumed in normal operating cycle,
b) Held primarily for the purpose of trading,
c) Expected to be realized within twelve months after the reporting period, or
d) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting
period.
All other assets are classified as non-current.

A liability is classified as current when:
a) it is expected to be settled in normal operating cycle,
b) it is held primarily for the purpose of trading,
c) it is due to be settled within twelve months after the reporting period
d) there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and
liabilities.
Operating cycle: Operating cycle of the Company is the time between the acquisition of assets for processing and their realisation in cash
or cash equivalents. The Company has identified twelve months as its Operating cycle.
2.3 Segment reporting

The Group is engaged in pharma packaging research solutions which is considered the only reporting business segment for disclosure in
the financial statements by the Management.
2.4 Foreign currencies

(i) Functional and presentation currency
The financial statements are presented in Indian Rupees (INR), which is the Group’s functional and presentation currency. The Group
determines its own functional currency (the currency of the primary economic environment in which the Group operates) and items
included in the financial statements of the Group are measured using that functional currency.
83
(ii) Transactions and balances
Transactions in foreign currencies are initially recorded at the exchange rate prevailing at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies are retranslated into the Group’s functional currency of the entity at the rates prevailing
on the reporting date. Exchange difference that arise on settlement of monetary items or on reporting at each balance sheet date of the
Group’s monetary items at the closing rate are recognized as income or expenses in the period in which they arise except for differences
pertaining to Long-term Foreign Currency Monetary Items.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at reporting date exchange
rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Profit and Loss.
(iii) Foreign operations

The assets and liabilities of foreign operations (subsidiaries, associates, joint arrangements) including goodwill and fair value adjustments
arising on acquisition, are translated into INR, the functional currency of the Group, at the exchange rates at the reporting date. The
income and expenses of foreign operations are translated into INR at the exchange rates at the dates of the transactions or an average
rate if the average rate approximates the actual rate at the date of the transaction.
2.5 Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably
measured, regardless of when the payment is being made. Revenue is measured at the fair value of the consideration received or receivable,
taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government.
(a) Sale of goods

Revenue is recognised when significant risk and rewards of ownership have been transferred to the customer, recovery of the consideration
is probable, the associated costs and possible return of goods can be estimated reliably. The timing of the transfer of risks and rewards
varies depending on the individual terms of the sales agreement.
(b) Rendering of services

Revenue from a contract to provide services is recognised by reference to the stage of completion of the contract.
2.6 Income recognition

(a) Interest income
For all financial instruments measured at amortised cost and interest bearing financial assets, interest income is recognised using the
effective interest rate, which is the rate that discounts the estimated future cash receipts through the expected life of the financial
instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset.
When a loan and receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future
cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income.
Interest income on impaired financial asset is recognised using the original effective interest rate.
(b) Dividend income

Dividends are recognised in profit or loss only when the right to receive payment is established, it is probable that the economic benefits
associated with the dividend will flow to the group, and the amount of the dividend can be measured reliably.
(c) Government Grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and
the Group will comply with all attached conditions.
Government grants relating to income are deferred and recognised in the profit or loss over the period necessary to match them with the
costs that they are intended to compensate and presented within other income.
Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and
are credited to profit or loss on a straight-line basis over the expected lives of the related assets and presented within other income.
2.7 Taxes
Current income tax
Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities.
The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the
countries where the Group operates and generates taxable income.
Current income tax relating to items recognised outside the statement of profit and loss is recognised outside the statement of profit and
loss (either in other comprehensive income or in equity). Management periodically evaluates positions taken in the tax returns with respect
84
to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
- When the deferred tax liability arises from the initial recognition of Goodwill or an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting Profit nor taxable Profit or loss.
- In respect of taxable temporary differences associated with investments in subsidiaries, when the timing of the reversal of the temporary
differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax
losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible
temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except:
- When the deferred tax asset relating to the deductible temporary difference arises from 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 the accounting profit nor taxable profit
or loss
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that
sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that
future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the
liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside the statement of profit and loss is recognised outside the statement of profit and loss
(either in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either
in OCI or directly in equity.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax
liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
Minimum Alternate Tax (‘MAT’) credit entitlement is generally recognised as a deferred tax asset if it is probable (more likely than not) that
MAT credit can be used in future years to reduce the regular tax liability.
2.8 Leases
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of
the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets
and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.
Group as a lessee
A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and
rewards incidental to ownership to the Group is classified as a finance lease.
Finance leases are capitalised at the commencement of the lease at the inception date fair value of the leased property or, if lower, at
the present value of the minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease
liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in finance costs
in the statement of profit and loss, unless they are directly attributable to qualifying assets, in which case they are capitalized in accordance
with the Group’s general policy on the borrowing costs.
A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Group will obtain
ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease
term.
Operating lease payments are recognised as an expense in the statement of profit and loss on a straight-line basis over the lease term
unless the same is in line with inflation.
Group as a lessor
85
Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating
leases. Rental income from operating lease is recognised on a straight-line basis over the term of the relevant lease unless the same is in
line with inflation. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the
leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the
period in which they are earned.
2.9 Business combinations

The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other
assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the:
- fair values of the assets transferred;

- liabilities incurred to the former owners of the acquired business;
- equity interests issued by the Group; and
- fair value of any asset or liability resulting from a contingent consideration arrangement.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions,
measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquired entity on
an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net
identifiable assets.
Acquisition-related costs are expensed as incurred. The excess of the

- consideration transferred;
- Amount of any non-controlling Interest in the acquired Entity, and
- acquisition-date fair value of any previous equity interest in the acquired entity
over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net
identifiable assets of the business acquired, the difference is recognised in Other Comprehensive Income and accumulated in equity as
capital reserve provided there is clear evidence of the underlying reasons for classifying the business combination as a bargain purchase.
In other cases, the bargain purchase gain is recognised directly in equity as capital reserve.over the fair value of the net identifiable assets
acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the
difference is recognised in Other Comprehensive Income and accumulated in equity as capital reserve provided there is clear evidence
of the underlying reasons for classifying the business combination as a bargain purchase. In other cases, the bargain purchase gain is
recognised directly in equity as capital reserve.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value
as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing
could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently
remeasured to fair value with changes in fair value recognised in profit or loss.
2.10 Impairment of assets

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, the
Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU)
fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not
generate cash inflows that are largely independent of those from other assets or group of assets. When the carrying amount of an asset
or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
Intangible assets under development is tested for impairment annually.
Impairment losses of continuing operations, including impairment on inventories, are recognised in the statement of profit and
loss.
For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously
recognised impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the asset’s or CGU’s
recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to
determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying
amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit
and loss.
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Goodwill is tested for impairment annually as at March 31 and when circumstances indicate that the carrying value may be impaired.
Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or Group of CGUs) to which the goodwill
relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognised. Impairment losses
relating to goodwill cannot be reversed in future periods.
2.11 Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of
three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flows, cash and cash equivalents consists of cash and short-term deposits, as defined above, net
of outstanding bank overdrafts as they are considered an integral part of the Group’s cash management.
2.12 Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method,
less provision for impairment.
2.13 Inventories
Cost of inventories have been computed to include all cost of purchases, cost of conversion and other costs incurred in bringing the
inventories to their present location and condition.
Raw materials and components, stores and spares and loose tools are valued at lower of cost and net realizable value. Costs are
determined on weighted average basis.
Work-in-progress and finished goods are valued at the lower of cost and net realisable value. Cost includes direct materials and labour
and a proportion of manufacturing overheads based on normal operating capacity. Cost of work-in-progress and finished goods are
determined on a weighted average basis.
Traded goods are valued at lower of cost are determined on a weighted average basis and net realisable value. Scrap is valued at net
realizable value.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs
necessary to make the sale.
2.14 Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another
entity.
Financial assets
All financial assets are recognised initially at fair value, in the case of financial assets not recorded at fair value through profit and loss,
transaction costs that are attributable to the acquisition of the financial asset.
For purposes of subsequent measurement, financial assets are classified in three categories:
- Financial assets at amortised cost
- Financial assets at fair value through profit and loss (FVTPL)
- Equity investments measured at fair value through other comprehensive income (FVTOCI)
Financial assets at amortised cost

Financial asset is measured at the amortised cost if both the following conditions are met:
- The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
- Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the
principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method.
of the EIR. The EIR amortisation is included in other income in the statement of profit and loss. The losses arising from impairment are
recognised in the statement of profit and loss. This category generally applies to trade and other receivables.
Equity investments at FVTOCI

Equity investment is classified as at the FVTOCI if both of the following criteria are met:
- The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and
87
- The asset’s contractual cash flows represent SPPI.
Equity investments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value
movements are recognized in the other comprehensive income (OCI). However, the movements of interest income, impairment losses &
reversals and foreign exchange gain or loss are recognised in the statement of profit and loss. On derecognition of the asset, cumulative
gain or loss previously recognised in OCI is reclassified from the equity to the statement of profit and loss. Interest earned whilst holding
FVTOCI debt instrument is reported as interest income using the EIR method.
Financial assets at FVTPL

FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorization as at amortised
cost or as FVTOCI, is classified as at FVTPL. Debt instruments included within the FVTPL category are measured at fair value with all changes
recognized in the statement of profit and loss.
Equity investments
All equity investments in scope of Ind AS 109 are measured at fair value. For all equity instruments not held for trading, the Group may
make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Group makes such
election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.
If the Group decides to classify an equity instrument as FVTOCI, then all fair value changes on the instrument, excluding dividends, are
recognized in the OCI. There is no recycling of the amounts from OCI to the statement of profit and loss, even on sale of investment.
However, the Group may transfer the cumulative gain or loss within equity.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the statement of profit
and loss.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e.
removed from the Group’s balance sheet) when:
- The rights to receive cash flows from the asset have expired, or
- The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in
full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially all
the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates
if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the
risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of
the Group’s continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated
liability are measured on a basis that reflects the rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying
amount of the asset and the maximum amount of consideration that the Group could be required to repay.
Impairment of financial assets

In accordance with Ind AS 109, the Group applies expected credit loss (ECL) model for measurement and recognition of impairment loss
on the following financial assets and credit risk exposure:
a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt securities, deposits, trade receivables
and bank balance
b) Lease receivables under Ind AS 17
c) Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the
scope of Ind AS 11 and Ind AS 18
d) Financial assets that are measured at FVTOCI
The Group follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables or contract revenue receivables.
The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognises impairment loss
allowance based on lifetime ECLs at each reporting date, right from its initial recognition. For recognition of impairment loss on other
financial assets and risk exposure, the Group determines whether there has been a significant increase in the credit risk since initial
88
recognition. ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all
the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. When estimating the cash flows,
an entity is required to consider:
- All contractual terms of the financial instrument (including prepayment, extension, call and similar options) over the expected life of the
financial instrument. However, in rare cases when the expected life of the financial instrument cannot be estimated reliably, then the entity
is required to use the remaining contractual term of the financial instrument
- Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms
As a practical expedient, the Group uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables.
The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for
forward-looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking
estimates are analysed.
Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit and loss, loans and borrowings,
payables, or as derivatives designated as hedging instruments in an ineffective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable
transaction costs.
The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, financial guarantee
contracts and derivative financial instruments.
The measurement of financial liabilities depends on their classification, as described below:
Classification
The financial liabilities are classified in the following measurement categories:
a) Those to be measured as financial liabilities at fair value through profit or loss,
b) Those to be measured at amortised cost
Financial liabilities at amortized cost

All financial liabilities are recognised initially at fair value and are subsequently measured at amortized cost using the EIR method.
of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss. Gains and losses are recognised in the
statement of profit and loss when the liabilities are derecognised as well as through the EIR amortisation process.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest charge over
the relevant effective interest rate period. The effective interest rate (EIR) is the rate that exactly discounts estimated future cash outflow
(including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums
or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on
initial recognition.
This is the category most relevant to the Group and generally applies to borrowings.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial
liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability.
The difference in the respective carrying amounts is recognised in the statement of profit and loss.
Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the consolidated balance sheet if there is a currently
enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle
the liabilities simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal
course of business and in the event of default, insolvency or bankruptcy of the group or the counterparty.
2.15 Property, plant and equipment
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Property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable
to the acquisition of the assets.
Capital work in progress is carried at cost, less any recognised impairment loss. Depreciation of these assets commences when the assets
are substantially ready for their intended use.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable
that future economic benefits associated with the asset will flow to the group and the cost of the asset can be measured reliably. All other
repair and maintenance costs are recognised in Statement of Profit and Loss as incurred.
Depreciation methods, estimated useful lives and residual value

Depreciation is provided on a pro rata basis on the straight line method over the estimated useful lives of the assets which are in some
cases higher and in some cases lower than the rates prescribed under Schedule II to the Companies Act, 2013 in order to reflect the actual
usage of the assets. The useful lives are based on a technical evaluation and have not undergone a change on account of transition to the
Companies Act, 2013.
Depreciation is provided using the straight line method (SLM) over the estimated useful lives of the assets, as estimated by the Management.
The life estimated by the Management is as follows:

Leasehold Land 79 years
Factory Building 50 years
Buildings (Other than factory building) 60 years
Plant and equipment 20 years
Electric fittings 15 years
Furniture and fixtures 15 years
Office equipment 5 years
Tools and equipment 3 years
Vehicles 8 years
Computers 3 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its
estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount and recorded
in profit and loss account.
2.16 Investment properties

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties
are stated at cost less accumulated depreciation and accumulated impairment losses, if any.
The cost includes the cost of replacing parts and borrowing costs for long-term construction projects if the recognition criteria are met.
When significant parts of the investment property are required to be replaced at intervals, the Group depreciates them separately based
on their specific useful lives. All other repair and maintenance costs are recognised in the statement of profit or loss as incurred.
Depreciation
Depreciation on investment property is calculated on a written down value basis over the estimated useful life of assets as follows:

Buildings 60 years
Though the Company measures investment property using cost based measurement, the fair value of investment property is disclosed in
the notes. Fair values are determined based on an annual evaluation performed by an accredited external independent valuer.
An investment property is derecognised on disposal or on permanent withdrawal from use and no future economic benefits are expected
from its disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds
and the carrying amount of the asset) is included in the statement of profit and loss when the asset is derecognised.
2.17 Intangible assets

(i) Recognition and measurement
Identifiable intangible assets are recognised when the Group controls the asset, it is probable that future economic benefits attributed to
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the asset will flow to the Group and the cost of the asset can be reliably measured. Intangible assets are stated at cost less accumulated
amortization and impairments. Intangible assets are amortized over their respective individual estimated useful lives on a straight-line
basis, from the date that they are available for use. The estimated useful life of an identifiable intangible asset is based on a number of
factors including the effects of obsolescence, demand, competition and other economic factors (such as the stability of the industry and
known technological advances) and the level of maintenance expenditures required to obtain the expected future cash flows from the
asset.
(ii) Amortisation methods and periods

The Group amortises intangible assets with a finite useful life using the straight-line method over the following periods:

Computer software 10 years
Patent 15 years
Client relationships 5 years
2.18 Borrowing costs

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are
capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets
are assets that necessarily take a substantial period of time to get ready for their intended use or sale.Investment income earned on the
temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible
for capitalisation.
Other borrowing costs are expensed in the period in which they are incurred.
2.19 Provisions and contingent liabilities

Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that
an outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the
obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the
end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. If the effect of the time value of
money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability.
When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-
occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognized because
it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely
rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Group does not recognize a
contingent liability but discloses its existence in the consolidated financial statements.
2.20 Employee Benefits

(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end
of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the
reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as
current employee benefit obligations in the balance sheet.
(ii) Other long-term employee benefit obligations

The liabilities for earned leave and sick leave are not expected to be settled wholly within 12 months after the end of the period in which
the employees render the related service. They are therefore measured as the present value of expected future payments to be made in
respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are
discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related obligation.
Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.
The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement
for at least 12 months after the reporting period, regardless of when the actual settlement is expected to occur.
(iii) Post-employment obligations

The Group operates the following post-employment schemes:
(a) defined benefit plans such as gratuity; and
(b) defined contribution plans such as provident fund.
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Defined Benefit Plans - Gratuity obligations
The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined benefit
obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by
actuaries using the projected unit credit method.
The present value of the defined benefit obligation denominated in ` is determined by discounting the estimated future cash outflows
by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of
the related obligation. The benefits which are denominated in currency other than `, the cash flows are discounted using market yields
determined by reference to high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that
have terms approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of
plan assets. This cost is included in employee benefit expense in the statement of profit and loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period
in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity
and in the balance sheet.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately
in profit or loss as past service cost.
Defined contribution plan
The Group pays provident fund contributions to publicly administered provident funds as per local regulations. The Group has no further
payment obligations once the contributions have been paid. The contributions are accounted for as defined contribution plans and the
contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the
extent that a cash refund or a reduction in the future payments is available.
2.21 Earnings per share

(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
- the profit attributable to owners of the Group;
- by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares
issued during the year.
(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
- the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
- the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive
potential equity shares.
2.22 Rounding off amounts

All amounts disclosed in the financial statements and notes have been rounded off to the nearest lacs as per the requirement of Schedule
III, unless otherwise stated.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in ` lacs, unless otherwise stated)
3 PROPERTY, PLANT AND EQUIPMENT

Freehold Leasehold Plant and Electric Furniture Office Tools &
Buildings Vehicles Total
land land machinery Fitting and fixtures equipment equipment
Carrying amount as at April 1, 2017 12,184.01 15,004.30 57,274.49 1,94,696.63 1,331.97 1,215.37 750.58 880.31 68,536.70 3,51,874.36
Additions - - 969.39 7,626.97 - 2.10 13.54 64.71 - 8,676.71
Other adjustments (33.77) 33.77 (1,496.32) - - - - 0.45 - (1,495.87)
Disposals / adjustments - - (221.71) (916.97) (852.45) (21.63) (166.06) (17.77) - (2,196.60)
Exchange differences 160.03 (0.00) 3,789.47 14,507.79 193.68 36.73 5.39 25.65 - 18,718.75
At March 31, 2018 12,310.27 15,038.07 60,315.31 2,15,914.42 673.20 1,232.56 603.45 953.35 68,536.70 3,75,577.34
As at April 1, 2017 - 2.10 22,271.79 1,09,035.70 1,279.46 851.07 558.83 615.67 15,071.00 1,49,685.62
Charge for the year - 9.10 1,897.43 11,518.30 11.34 45.10 65.57 98.61 26,732.86 40,378.03
Other adjustments - - (1,496.32) - - - - 0.06 - (1,496.26)
Disposals / adjustments - - (221.71) (885.81) (789.19) (42.00) (166.05) (37.99) - (2,142.75)
Exchange differences - 0.01 2,512.61 10,788.15 136.14 12.89 2.59 52.13 - 13,504.52
At March 31, 2018 - 11.21 24,963.79 1,30,456.07 637.75 867.07 460.94 728.49 41,803.86 1,99,929.17
Net Block at March 31, 2018 12,310.27 15,026.87 35,351.52 85,458.35 35.45 365.50 142.51 224.86 26,732.84 1,75,648.17
Carrying amount as at April 1, 2018 12,310.27 15,038.07 60,315.31 2,15,914.42 673.20 1,232.56 603.45 953.35 68,536.70 3,75,577.34
Additions - - 313.24 20,609.12 - - 109.02 156.52 - 21,187.89
Other adjustments - - - (273.09) - - - - - (273.09)
Disposals / adjustments (202.29) - - (599.58) (20.00) - - (0.74) - (822.61)
Exchange differences 12.01 - (84.20) (2,616.86) (19.82) (9.51) 6.55 17.22 0.00 (2,694.61)
At March 31, 2019 12,119.99 15,038.07 60,544.34 2,33,034.00 633.38 1,223.06 719.02 1,126.35 68,536.70 3,92,974.92
As at April 1, 2018 - 11.21 24,963.79 1,30,456.07 637.75 867.07 460.94 728.49 41,803.86 1,99,929.17
Charge for the year - 0.47 1,838.79 13,125.81 8.81 45.34 29.84 99.30 21,386.28 36,534.63
Other adjustments - - - (273.09) - - - - - (273.09)
Disposals / adjustments - - (0.00) (859.04) (18.12) - - (0.73) - (877.89)
Exchange differences - - (429.65) (2,166.45) (19.16) (4.09) 6.62 15.95 0.00 (2,596.78)
At March 31, 2019 - 11.68 26,372.93 1,40,283.29 609.28 908.32 497.39 843.01 63,190.14 2,32,716.04
Net Block at March 31, 2019 12,119.99 15,026.40 34,171.42 92,750.71 24.11 314.74 221.62 283.34 5,346.56 1,60,258.88
(i) Capital work-in-progress
The carrying value of capital work-in progress as at 31 March 2019 was ` 7,891.17 lacs (31 March 2018: ` 17,006.37 lacs).
(ii) Leased assets
The carrying value of plant and machinery held under finance leases as 31 March 2019 was ` 4,871.16 lacs (31 March 2018: ` 7,802.62 lacs).Leased assets are pledged as security for the related finance lease.
(iii) Amounts pledged as security
Refer Note 13(a) and 13(b) for details on the charge for Property, plant and equipments.
(iv) Tools & equipment
The remaining useful life of certain technology related assets was estimated on Jan 1, 2019 to be five quarters instead of one quarter. The depreciation and amortisation thus is now of ` 21,386.28 lacs for
the year ended 31 March 2019 (31 March 2018: ` 26,732.86 lacs). This has resulted in an undercharge depreciation and amortisation of ` 5,346.58 lacs over previous year (31 March 2018: additional
charge of Rs. 22,345.59 lacs).
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4 INVESTMENT PROPERTY Building

Gross carrying amount
Carrying amount as at April 1, 2017 96.50
Additions -
Disposals / adjustments -
As at 31 March 2018 96.50
As at April 1, 2017 8.78
Charge for the year 4.09
As at 31 March 2018 12.87
Net block at March 31, 2018 83.63

Gross carrying amount
Carrying amount as at April 1, 2018 96.50
Additions -
As at 31 March 2019 96.50
As at April 1, 2018 12.87
Charge for the year 3.90
As at 31 March 2019 16.77
Net block at March 31, 2019 79.73
(i) Information regarding income and expenditure of investment property:

31 March 2019 31 March 2 018
Rental income derived from investment properties 13.04 20.02
Direct operating expenses (including repairs and maintenance) generating rental income (3.48) (2.81)
Profit from investment properties before depreciation and indirect expenses 9.56 17.21
Less : Depreciation (3.90) (4.09)
Profit arising from investment properties before indirect expenses 5.66 13.12
(ii) The Group’s investment property consist of 1 residential flat at Mumbai which was leased out upto November 2018 and one residential
flat which was leased out throughout the year.
As at 31 March 2019 and 31 March 2018, the fair values of the properties are based on valuations performed by an accredited independent
valuer, who is a specialist in valuing these types of investment properties.
(iii) The Company has no restrictions on the realisability of its investment properties. Further, the Company has no contractual obligations to
purchase, construct or develop investment properties or for repairs, maintenance and enhancements.
(iv) Fair value of the investment properties are as under:

Building
Balance as at 1 April 2017 972.48
Fair value movement for the year 79.92
Sales at fair value -
Balance as at 31 March 2018 1,052.40
Fair value movement for the year 67.22
Sales at fair value -
Balance as at 31 March 2019 1,119.62
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(v) Description of valuation techniques used and key inputs to valuation on investment properties:
Valuation Fair value hier- Fair Value
Particulars
Techniques archy 31 March 2019 31 March 2018
Flat at Bandra (West), Mumbai Fair market value Level 2 802.82 764.40
Flats at Sion (East), Mumbai Fair market value Level 2 316.80 288.00
Fair value note as per valuation report of accreditated valuer

The strengths and weakness of the said property, the environmental conditions, prevailing market conditions in the nearby locality and
other relevant factors have been taken into account in carrying out the exercise of valuation.
5 INTANGIBLE ASSETS
Patents Other
& trade- Software Intangibles Total Goodwill
marks assets
As at April 1, 2017 2,601.90 1,150.29 5,001.76 8,753.95 32,197.05
Additions 0.41 67.64 158.51 226.57 -
Other adjustments (498.79) 14.31 19,552.52 19,068.04 -
Disposals / adjustments - - (272.38) (272.38) -
Exchange differences 22.57 - 3,876.47 3,899.04 4,698.93
At March 31, 2018 2,126.09 1,232.25 28,316.88 31,675.21 36,895.98
As at April 1, 2017 900.95 440.13 1,595.92 2,937.00 -
Charge for the year 166.91 101.65 968.69 1,237.24 -
Other adjustments (449.61) 17.02 19,500.40 19,067.81 -
Exchange differences 17.64 - 3,338.46 3,356.10 -
At March 31, 2018 635.89 558.80 25,148.65 26,343.34 -
Net Block at March 31, 2018 1,490.20 673.45 3,168.23 5,331.87 36,895.98

As at April 1, 2018 2,126.09 1,232.25 28,316.88 31,675.21 36,895.98
Additions - 7.40 (365.11) (357.71) -
Other adjustments - - - - -
Exchange differences (5.81) - (438.12) (443.92) (955.04)
At March 31, 2019 2,120.28 1,239.65 27,241.27 30,601.20 35,940.94
As at April 1, 2018 635.89 558.80 25,148.65 26,343.34 -
Charge for the year 142.63 106.83 1,047.87 1,297.32 -
Other adjustments - - - - -
Exchange differences (5.44) - (678.56) (684.00) -
At March 31, 2019 773.07 665.62 24,894.35 26,333.04 -
- - (0.00) (0.00) -
Net Block at March 31, 2019 1,347.21 574.02 2,346.92 4,268.15 35,940.94
(i) Other intangibles

Other intangible assets mainly consist of capitalised software. They include leased assets of ` 62.16 lacs (31 March 2018: ` 471.64 lacs)
(ii) Impairment testing of goodwill

The Group performed its annual impairment test as at 31 March 2019. The entire goodwill has been allocated to one CGU Bilcare Group.
The Group considers the relationship of the expected net sale price and its Group book value of net assets, among other factors, when
reviewing for indicators of impairment.
95
6 FINANCIAL ASSETS
(a) INVESTMENTS
Non-Current
6 Investment in equity shares (unquoted) (fully paid-up)
BIL Leasing Management GmbH & Co see note (i) 18.67 19.37
Cosmos Bank see note (ii) 1.00 1.00
Others 0.16 0.16
Other non-current investments
Investment in partnership firms 8.74 9.07
Others 3.89 4.03
32.45 33.64
Current
Investments in mutual funds 67.00
67.00
32.46 100.64
Aggregate amount of quoted investments and market value thereof 0.00 67.00
Aggregate amount of unquoted investments 32.45 33.64
Aggregate amount of impairment in the value of investments - -
(i) The Group holds 94% in BIL Leasing Verwaltungs-GmbH & Co, however only has a voting power of 10%. Therefore, the Group does not
control the subsidiary and accounts for it as financial asset.
(ii) 1,000 shares of Cosmos Bank having face value of ` 100 each.
(iii) 78,332 Preference shares of Bilcare Technologies Singapore Pte Limited having no par value.
(b) TRADE RECEIVABLES

31-Mar-19 31-Mar-18
Current
Secured
Considered good 241.51 324.22
Unsecured
Considered good 30,696.72 28,698.25
Considered doubtful 2,521.34 2,547.33
Subtotal 33,459.58 31,569.79
Less: Allowance for doubtful debts (2,521.34) (2,547.33)
Total 30,938.24 29,022.47
(i) Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.
(ii) No trade and other receivables are due from directors or other officers of the Company either severally or jointly with any other person.
(iii) Transfer of financial assets : Customer receivables of Bilcare Research GmbH and Bilcare Research Inc. are subject to a non-recourse
factoring with a domestic factor in Germany. Customer receivables of Bilcare Research Srl are subject to a recourse factoring with two domestic
banks in Italy. These contracts in Italy do not fully transfer the credit risk to the factoring company hence the trade receivables in an amount
of ` 663.58 lacs cannot be derecognised until the amounts are paid. Therefore, Rs. 663.58 lacs (prior year Rs. 1,688.23 lacs) are recognized
in other current borrowings. The Group is still exposed to credit risk of the customer.
(c) CASH AND CASH EQUIVALENTS

31-Mar-19 31-Mar-18
Balances with banks - Current accounts 7,549.71 7,659.98
7,587.63 7,673.40
Cash at banks earns interest at floating rates based on daily bank deposit rates. There are no repatriation restrictions with regard to cash
and cash equivalents as at the end of reporting period.
96
(d) Bank balance other than cash & cash equivalents

31-Mar-19 31-Mar-18
Deposits with maturity more than 3 months and less than 12
1,523.64 2,260.03
months
Earmarked balances on unclaimed dividend account 17.45 19.57
1,541.09 2,279.59
(e) Other financial assets

Non-Current
Interest receivable 2.21 5.69
Security deposits See note (i) 364.74 354.05
Term deposits (with maturity more than 12 months) 48.93 192.77
Other receivable 393.00 398.02
808.89 950.53
Current
Interest receivable 52.07 84.93
Other receivable 707.20 345.70
759.27 430.63
(i) Refer Note 6 (e)(i) of standalone financial statements.
7 OTHER ASSETS
Non-current
Capital advances See note (i) 10,711.21 10,490.05
Balance with GST and sales tax authorities - 1.25
10,742.15 10,528.11
Current
Advance to suppliers 323.79 404.26
Advance to employees 55.15 32.10
Balance with customs, GST and sales tax authorities 1,134.36 1,046.83
Prepaid expenses 7,609.61 13,078.24
9,921.93 15,447.09
(i) Details of capital advances from related parties are disclosed as part of note 36 - Related party disclosures.
8. DEFERRED TAX
Net deferred tax asset /
Deferred tax assets Deferred tax liabilities
(liabilities)
31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18
Property, plant and equipment (11,452.87) (11,320.85) (15,899.25) (16,069.43) (27,352.12) (27,390.28)
Unabsorbed loss 3,453.87 3,091.06 - - 3,453.87 3,091.06
Provisions 2,501.83 2,304.18 - - 2,501.83 2,304.18
Investments 1,959.00 2,582.00 - - 1,959.00 2,582.00
Borrowings 1,015.57 1,456.84 - (133.03) 1,015.57 1,323.82
Receivables and advances 15,994.14 15,556.59 (234.66) (77.40) 15,759.48 15,479.19
Accounts payable 135.20 148.34 (213.68) - (78.48) 148.34
Inventories 758.42 470.58 - (136.25) 758.42 334.33
Others (7,177.20) (6,601.41) 7,278.37 6,366.13 101.17 (235.28)
Total 7,187.96 7,687.33 (9,069.23) (10,049.97) (1,881.26) (2,362.65)
97
(i) Movement in temporary differences for the year ended March 31, 2018
1-Apr-17 Recognised in 31-Mar-18
Exchange
Profit or loss OCI
differences
Property plant and equipment (26,160.06) 2,761.84 - (3,992.06) (27,390.28)
Unabsorbed loss - (1,348.54) - 4,439.60 3,091.06
Provisions 3,848.40 (216.87) (201.30) (1,126.05) 2,304.18
Investments 612.29 (90.29) - 2,060.00 2,582.00
Borrowings (698.64) 2,346.60 - (324.14) 1,323.82
Receivables and advances 15,956.77 (674.40) - 196.82 15,479.19
Accounts payable (4.20) 507.59 - (355.05) 148.34
Inventories 193.41 (66.03) - 206.95 334.33
Other items 758.19 161.01 3.37 (1,157.85) (235.28)

(5,493.84) 3,380.91 (197.93) (51.79) (2,362.65)
(ii) Movement in temporary differences for the year ended March 31, 2019
1-Apr-18 Recognised in 31-Mar-19
Exchange
Profit or loss OCI
differences
Property plant and equipment (27,390.28) (227.53) - 265.69 (27,352.12)
Unabsorbed loss 3,091.06 494.47 - (131.66) 3,453.87
Provisions 2,304.18 19.97 267.00 (89.33) 2,501.83

Investments 2,582.00 (623.00) - - 1,959.00
Borrowings 1,323.82 (271.11) - (37.13) 1,015.57
Receivables and advances 15,479.19 281.47 - (1.19) 15,759.48
Accounts payable 148.34 (230.65) - 3.82 (78.48)
Inventories 334.33 447.94 - (23.85) 758.42
Other items (235.28) 492.59 (171.51) 15.36 101.17
(2,362.65) 384.17 95.50 1.72 (1,881.26)
(iii) Unrecognised deferred tax assets

Deferred tax assets have not been recognised in respect of the following items, because it is not probable that future taxable profit will be
available against which the Group can use the benefits therefrom:
31-Mar-19 31-Mar-18
Unabsorbed loss 181,044.20 170,119.71

Unabsorbed depreciation 23,608.72 21,002.52
The losses can be carried forward for a period of 8 years and unabsorbed depreciation without any limit as per local tax regulations and the
Group expects to recover the losses.
As of 31 March 2019, the Group contains distributable retained earnings for which no deferred taxes were booked at an amount of
Rs. 25,466.96 lacs (31 March 2018: Rs. 30,029.35 lacs). If these profits were to be distributed, these dividend distributions could possibly
trigger withholding taxes in various jurisdictions including Parent. Estimation of unrecognised deferred tax liabilities on these undistributed
profits would require an unreasonable effort, hence no deferred tax liabilities were recognised to the extent that the temporary differences are
not expected to reverse in the foreseeable future and since they are controlled by the Company.
98
9 INVENTORIES
(at lower of cost or net realisable value)
Raw materials 9,402.39 10,353.62
Stores and consumables 4,689.24 3,483.22
Work-in-progress 4,122.42 6,158.06
Finished goods See note (i) 18,716.45 17,291.87
36,930.50 37,286.76
Included in inventories goods in transit as follows:
Finished goods 1,482.21 2,040.77
1,482.21 2,040.77
(i) Amounts recognised in profit or loss:
Write-down of inventories as at 31 March 2019 was Rs. 2,851.12 lacs (31 March 2018: Rs. 3,068.92 lacs).
10 SHARE CAPITAL
[a] Authorised share capital
Redeemable preference shares
Equity shares of ` 10 each
of ` 10 each
(PY ` 10 each)
(PY ` 10 each)
No. of shares Amount No. of shares Amount
As at 1 April 2017 40,000,000 4,000.00 5,000,000 500.00
As at 31-Mar-2018 40,000,000 4,000.00 5,000,000 500.00
As at 31-Mar-2019 40,000,000 4,000.00 5,000,000 500.00
[b] Issued equity share capital

Equity shares of ` 10 each
(PY ` 10 each)
No. of shares Amount
As at 1 April 2017 23,545,231 2,354.52
As at 31-Mar-2018 23,545,231 2,354.52
Change during the year
As at 31-Mar-2019 23,545,231 2,354.52
(i) Terms / rights, preferences and restrictions attached to equity shares:

The Company has only one class of equity shares having a par value of . 10/- per share. Each holder of equity shares is entitled to one vote per
share. The Company declares and pays dividends in Indian rupees,if any. During the year ended 31 March 2019, the amount of per share divi-
dend recognized as distributions to equity shareholders was NIL (31 March 2018 : NIL). In the event of liquidation of the Company, the holders
of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will
be in proportion to the number of equity shares held by the shareholders.
[c] Details of shareholders holding more than 5% of the aggregate shares in the Company:
(i) Equity shares of (face value: ` 10 each)
31-Mar-19 31-Mar-18
% of total % of total
No. of shares No. of shares
equity shares equity shares
Mohan H. Bhandari 5,856,489 24.87 5,856,489 24.87
Monument Pte. Ltd. 3,871,428 16.44 3,871,428 16.44
Rakesh R. Jhunjhunwala 1,735,425 7.37 1,735,425 7.37
Nutan M. Bhandari 1,205,122 5.12 1,205,122 5.12
99
11 RESERVES AND SURPLUS

31-Mar-19 31-Mar-18
Securities premium reserve 51,034.41 51,034.41
Capital redemption reserve 271.63 271.63
Reserve on consolidation 17,762.00 17,762.00
General reserve 11,740.74 11,725.44
Exchange difference on foreign exchange translation reserve 389.02 (94.89)
Retained earnings (90,535.84) (43,065.36)
(9,338.04) 37,633.23
(i) Securities premium reserve -

Security Premium Reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provision of the Act.
31-Mar-19 31-Mar-18
(ii) Capital redemption reserve

Capital redemption reserve represents redemption of redeemable preferance shares in earlier years.
31-Mar-19 31-Mar-18
(iii) Reserve on consolidation

31-Mar-19 31-Mar-18
Movement during the year 0.00 -
(iv) General reserve

31-Mar-19 31-Mar-18
Movement during the year 15.30 25.50
(v) Exchange difference on foreign exchange translation reserve

31-Mar-19 31-Mar-18
Balance at the beginning of the year (94.89) (526.88)
Movement during the year 483.91 431.99
Balance at the end of the year 389.02 (94.89)
(vi) Retained earnings

31-Mar-19 31-Mar-18
Balance at the beginning of the year* (44,738.01) (21,239.89)
Net profit and loss for the period (45,508.46) (20,113.62)
Other comprehensive income for the period (249.09) 743.92
Adjustments effected in retained earnings (1,676.97) -
Loss on liquidation of subsidiary - (2,409.82)
Less: Appropriation
Transfer to general reserve (15.30) (25.50)
Tax on Dividend (20.65) (20.45)
Balance at the end of the year (90,535.84) (43,065.36)
100
12 Non Controlling interest (NCI)

The following table summarises the information relating to each of the Group’s subsidiaries that has NCI, before any intra-group eliminations
Caprihans India Limited (51%)
Summaried balance sheet 31-Mar-19 31-Mar-18
Current assets 13,210.18 13,491.49
Current liabilities 2,908.12 3,222.56
Net current assets 10,302.06 10,268.92
Non-current assets 2,983.45 2,880.54
Non-current liabilities 219.62 211.70
Net non-current assets 2,763.83 2,668.84
Net assets 13,065.88 12,937.75
Accumulated NCI 6,402.28 6,339.50
Summaried statement of profit and loss 31-Mar-19 31-Mar-18

Revenue 27,245.70 25,799.23
Profit for the year 366.17 414.28
Other comprehensive income (0.54) 10.32
Total comprehensive income 365.63 424.61
Profit allocated to NCI 179.42 203.00
OCI allocated to NCI (0.27) 5.06
Dividend paid to NCI 116.37 116.19
Summaried cash flows 31-Mar-19 31-Mar-18

Cash flow from operating activities (270.97) 120.48
Cash flow from investing activities 867.12 (740.65)
Cash flow from financing activities (306.34) (287.33)
Net increase/ (decrease) in cash and cash equivalent 289.81 (907.51)
13 FINANCIAL LIABILITIES
(a) NON-CURRENT BORROWINGS
Secured See note (i)
(i) Rupee term loans - From banks 31,308.41 32,921.38
(ii) Foreign currency term loans - From banks -
(iii) Rupee term loans - From financial institutions and others 29,549.32 26,984.56
Unsecured See note (i)
(ii) Rupee Term loans - From others 751.97 751.97
(iii) Deferred sales tax loan 753.52 876.53
Non Convertible Debentures (Zero Coupon Bonds) See note (i) 4,438.97 3,931.19
Long term maturities of finance lease obligations 4,871.33 5,921.46
76,308.52 76,112.08
Less: Current maturities of finance lease obligations See note 13(c) 1,765.88 2,016.87
Non-current borrowings 74,542.64 74,095.21
(i) Refer Annexure A to the Notes to the Consolidated financial statements for the detailed terms of loans.
(b) CURRENT BORROWINGS

Secured
- Working capital loans from banks See note (i) 2,053.74 2,158.70
Unsecured
- Fixed deposits from Public (issued in 2012) See note (ii) 13,047.32 13,033.87
- Foreign currency term loans - From banks See note 13(a)(i) 134,406.91 115,929.94
- Factoring of receivables - From banks See note (iii) 1,138.14 1,121.72
- Loan from others - 566.55
150,646.11 132,810.78
101
(i) For rate of interest refer Note 13 (b)(i) & for security refer Note 13 (b)(ii) of standalone financial statements.
(ii) For rate of interest refer Note 13 (b)(iii) of standalone financial statements.
(iii) These borrowings relate to factoring contracts in Italy. These contracts do not fully transfer the credit risk to the factoring company hence
the trade receivables cannot be derecognised until the amounts are paid.
(c) OTHER FINANCIAL LIABILITIES

Non-current
Capital creditors 4,021.13 3,678.35
Other payables 64.80 122.55
4,085.94 3,800.89
Current
Interest accrued on borrowings 3,327.98 3,566.98
Current maturities of finance lease obligation See note 13(a) 1,765.88 2,016.87
Employees payables 7,173.47 6,367.10
Unpaid dividend 17.45 19.57
Outstanding liability for expenses 259.79 210.07
Other payables and acceptances 4,227.80 317.59
16,772.37 12,498.18
(d) TRADE PAYABLES

31-Mar-19 31-Mar-18
Non-current
Dues to others 1,200.64 1,063.43
1,200.64 1,063.43
Current
Trade payables 32,021.61 42,559.26
32,021.61 42,559.26
14 PROVISIONS
31-Mar-19 31-Mar-18
Non-current
Provision for employee benefits 13,650.09 13,685.05
Other provisions 7,054.52 1,021.58
20,704.61 14,706.64
Current
Provision for employee benefits 699.81 669.31
Other provisions 1,596.13 1,800.76
2,295.94 2,470.07
15 OTHER LIABILITIES
31-Mar-19 31-Mar-18
Non Current
Advance from customers - -
- -
Current
Advance from customers 907.98 659.92
Book overdraft 9.07 34.41
Others liabilities 920.38 881.67
1,837.43 1,576.00
102
16 REVENUE FROM OPERATIONS

For the year ended on
31-Mar-19 31-Mar-18
Revenue from sale of products
Sale of Products 297,807.36 277,188.11
297,807.36 277,188.11
Revenue from rendering services
Sale of services 1,276.53 1,246.91
1,276.53 1,246.91
Other operating income
Sale of Scrap 617.23 593.03
617.23 593.03
299,701.11 279,028.05
17 OTHER INCOME
Notes For the year ended on
31-Mar-19 31-Mar-18
Other non-operating income
Royalty income 13.88 22.64
Interest on deposits and others 188.37 312.07
Dividend income 4.85 4.09
Profit on Assets Sold / Discarded 3.46 36.06
Exchange differences (net) 3,778.09 -
Duty drawback 178.18 161.31
Liabilities written back See note (i) 368.19 1,122.59
Miscellaneous income 1,489.42 1,760.74
6,024.45 3,419.50
(i) Refer Note 17 (i) of standalone financial statements.
18 COST OF CONSUMPTION AND TRADED GOODS SOLD

31-Mar-19 31-Mar-18
Inventory at the beginning of the year 10,353.62 11,069.46
Add: Purchases 162,216.65 157,021.85
Less: Inventory at the end of the year (9,402.39) (10,353.62)
Cost of raw materials consumed 163,167.88 157,737.69
19 CHANGE IN INVENTORY OF FINISHED GOODS AND WORK IN PROGRESS

31-Mar-19 31-Mar-18
Inventory at the end of the year
- Finished goods 18,716.45 17,291.87
- Work-in-progress 4,122.42 6,158.06
22,838.87 23,449.93
Inventory at the beginning of the year
- Finished goods 17,291.87 12,739.09
- Work-in-progress 6,158.06 4,621.07
23,449.93 17,360.16
Excise duty related to (increase) / decrease in inventory of finished goods 45.67
Net (increase) / decrease in inventories 611.06 (6,135.44)
103
20 EMPLOYEE BENEFITS EXPENSE

31-Mar-19 31-Mar-18
Salaries, wages, bonus etc. 46,294.19 42,607.93
Contribution to provident and other funds 14,162.64 12,285.25
Staff welfare expenses 1,236.35 960.55
61,693.19 55,853.73
21 DEPRECIATION AND AMORTIZATION EXPENSE

31-Mar-19 31-Mar-18
Depreciation on property, plant and equipment 36,534.63 40,378.03
Amortisation of intangible assets 1,297.32 1,237.24
Depreciation on investment property 3.90 4.09
37,835.84 41,619.36
22 OTHER EXPENSES
Notes For the year ended as on
31-Mar-19 31-Mar-18
Consumables, spares and loose tools 4,372.57 4,424.19
Power and fuel 11,984.33 11,880.53
Freight & forwarding charges 16,806.65 15,211.57
Sub-contracting expenses 222.77 255.82
Factory expenses 1,318.98 1,077.19
Job work charges 453.15 432.47
Rent 2,415.47 2,235.91
Rates and taxes 217.12 232.83
Repairs & Maintenance
- Building 121.10 85.34
- Plant and machinery 1,938.94 1,500.68
- Others 111.11 94.82
Insurance 765.84 690.78
Communication expenses 1,986.79 1,756.11
Travelling and conveyance 1,622.36 1,358.99
Printing and stationery 39.74 53.56
Sales commission 2,532.54 2,398.23
Advertising and sales promotion 594.09 531.35
Legal and professional expenses 5,507.24 3,673.79
Payment to Auditors See note (i) 610.63 665.16
Allowances for doubtful debts and advances 149.21 86.84
Bad debts / advances written off 44.99 320.35
License & Registration expenses 59.46 45.87
Donations 3.35 6.45
Exchange differences (net) 2,700.97
Miscellaneous expenses 3,395.34 2,556.71
Net Loss on disposal of Assets 110.92 34.09
Loss on liquidation of subsidiary / sale of investment - 345.72
57,384.69 54,656.33
(i) Includes ` 603.13 lacs (31 March 2018: ` 657.16 lacs) paid to subsidiary auditors.
23 FINANCE COSTS
31-Mar-19 31-Mar-18
Interest 24,059.00 17,652.92
Bank charges and commission 4,224.55 7,253.16
28,283.55 24,906.09
104
24 EXCEPTIONAL ITEMS
31-Mar-19 31-Mar-18
Exceptional Items - (26,652.93)
25 [a] Income tax expense is as follows:

31-Mar-19 31-Mar-18
Statement of profit and loss
Current tax:
Current tax on profits for the year 2,462.55 2,570.64
Total current tax expense 2,462.55 2,570.64
Deferred tax:
31-Mar-19 31-Mar-18
Deferred tax expense / (income) (384.17) (3,380.91)
Total deferred tax expense / (benefit) (384.17) (3,380.91)
Income tax expense 2,078.38 (810.26)

Deferred tax related to OCI items:
- On loss / (gain) on remeasurements of defined benefit plans 95.49 (197.93)
95.49 (197.93)
[b] Reconciliation of tax expense and the accounting profit computed by applying the Income tax rate:
31-Mar-19 31-Mar-18
Profit/(loss) before tax (43,250.66) (20,720.88)
Tax rate in India (%) 31.20% 30.16%
Expected Income Tax expense (13,494.20) (6,822.50)
Tax effects on amounts which are not deductible (taxable) in calculating taxable income:
Tax Rate Difference/Change 1,594.65 2,460.56
Adjustment relating to prior year 104.40 (368.06)
Expenses not deductible 3,875.44 393.70
Income exempt from tax (179.55) (102.17)
Tax losses for which no deferred income tax was recognised 9,328.35 5,433.72
Reversal of deferred tax on account of change in earlier year temporary differences 622.70 (1,974.45)
Trade tax adjustments 213.65 177.24
Other difference 12.95 (8.30)
Income tax expense 2,078.38 (810.26)
- -
26 EARNING PER SHARE
Basic and diluted earnings/(loss) per share is calculated by dividing the profit/(loss) attributable to equity holders of the Company by the
weighted average of equity shares outstanding during the year.
Basic earning per share (face value of ` 10 each) See note (i) (193.28) (85.43)
Diluted earning per share (face value of ` 10 each) See note (i) (193.28) (85.43)
- Profit attributable to the equity share holders of the Company used in calculating basic (45,508.46) (20,113.62)
earning per share
- Weighted average number of shares used as denominator in calculating basic earning 23,545,231 23,545,231
per share (in Nos.)
(i) Refer Note 26 (i) of standalone financial statements.
105
27 FINANCIAL RISK MANAGEMENT

The Group is exposed to market risk, credit risk and liquidity risk. The Group’s management oversees the management of these risks and has
the overalll responsibility for establishing and governing the Group’s risk management framework. The Group’s financial risk-taking activities
are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with Group
policies and Group risk appetite. The sources of risk, which the entity is exposed to and how the entity manages these risks and their impact
on financial statements is given below:
Risk Exposure from Measurement Management
Credit risk Trade receivables Aging analysis, Credit limits and Letters of credit
Credit ratings
Liquidity risk Borrowings, Trade payables and other Cash flow forecasts Restructuring of Credit lines, which would enable
liabilities the Company to raise fresh funds.
Market risk - Foreign Foreign currency Cash flow forecasting The Group monitors both foreign currency
Currency receivables and payables and Sensitivity analysis receivables and payables and periodically evaluates
the need for hedging the net position
Market risk - Interest rate Borrowings at variable interest rates Sensitivity analysis The Group primarily has fixed rate borrowings. It
regularly monitors the variable rate borrowings.
[A] Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial
loss. The Group is exposed to credit risk from its operating activities (primarily for trade receivables) and from its financing activities, including
deposits with banks and financial institutions,foreign exchange transactions and other financial instruments.
Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the customers outstanding balances to
which the Company grants credit terms in the normal course of business. Customer receivables of Bilcare Research GmbH and Bilcare Research
Inc, USA are subject to a non-recourse factoring with a domestic bank in Germany. Customer receivables of Bilcare Research Srl are subject to
a recourse factoring with two domestic banks in Italy. The Group does not hold collateral as security, except for a few customer receivables of
Bilcare Limited which are secured by letter of credits, issued by bankers. The Group evaluates the concentration of risk with respect to trade
receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.
The requirement for impairment is analysed at each reporting date on an individual basis for major clients and an allowance for doubtful debts
and impairment that represents its estimate of life-time expected losses in respect of other trade receivables under simplified approach. The
impairment provision for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement
in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s past history, existing market
conditions as well as forward looking estimates at the end of each reporting period.
Reconciliation of allowance for impairment in respect of trade and other receivables during the year was as follows:
31 Mar 19 31-Mar-18
Movement in Expected Credit Loss allowance for doubtful debts (25.99) (542.70)
[B] Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in raising funds to meet commitments associated with financial instruments.
Liquidity risk management implies the availability of funding through credit facilities, external sources and equity infusion to meet the
obligations when due. The Group accesses global and local financial markets and uses a range of products and a mix of currencies to ensure
efficient funding from across well diversified markets and investor pools.
Management monitors rolling forecasts of the Group’s liquidity position and cash and cash equivalents on the basis of expected cash flows.
The Group manages its liquidity risk by preparing cash flow projections and projects the cash flows considering the level of liquid assets
necessary to meet these requirements and monitors the liquidity ratios for maintaining debt financing plans.
Maturities of financial liabilities
The below table analyses the Company’s financial liabilities into relevant maturity groupings based on their contractual maturities. The amounts
disclosed in the table are contractual undiscounted cash flows, balances due within 12 months which equal their carrying balances, as the
impact of discounting is not significant.
106
Upto 1 year Between More than Total

1 and 5 years 5 years
31-Mar-19
Non-derivatives
Trade payables 35,584.20 142.46 - 35,726.66
Capital creditors 1,425.98 3,193.04 - 4,619.01
Total 244,403.22 40,332.89 8,714.45 293,450.56

31-Mar-18
Non-derivatives
Trade payables 44,650.27 658.96 - 45,309.23
Capital creditors 643.47 3,913.21 - 4,556.68
Total 223,770.03 48,065.79 13,551.19 285,387.01

*doesnot include PV impact
[C] Market risk

The Group’s size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:
• Currency risk;
• Price risk; and
• Interest rate risk
The above risks may affect the Group’s income and expenses, or the value of its financial instruments. The Group is not exposed to price risk,
since the Group is primarily invested in equity instruments of subsidiaries and carries no other external investments. The Group’s exposure to
currency risk and interest rate risk has been provided below:
(i) Foreign currency risk
Foreign currency risk is the risk that the fair value of a financial instrument will fluctuate because of changes in foreign exchange rates.
The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the translation risk for consolidated entities with
a different functional currency viz. SGD, USD, EUR & GBP and secondarily the Group’s operating activities. The risk is measured through
monitoring the net exposure to various foreign currencies and subsequent requirement of hedging is monitored.
(a) Foreign currency risk exposure
The Group’s exposure to foreign currency risk at the end of the reporting period expressed in `, are as follows:
USD EUR GBP SGD Others
31-Mar-19
Trade and other receivables 6,870.26 15,078.93 24.72 - -
Trade and other payables 7,476.80 6,427.80 14.36 4,461.90 540.93
USD EUR GBP SGD Others

31-Mar-18
Trade and other receivables 9,809.11 9,056.32 41.92 - -
Trade and other payables 8,000.87 4,575.01 27.27 4,115.65 2.88
(b) Foreign currency sensitivity analysis

The sensitivity of profit and loss before tax to changes in the exchange rates arises mainly from foreign currency denominated financial
instruments. The following table demonstrate the sensitivity to a reasonably possible change in USD, EUR,GBP and SGD exchange rates, with
all other variables held constant:
Impact on profit Impact on other
before tax components of Equity
31-Mar-19 31-Mar-18 31-Mar-19 31-Mar-18
USD
- Increase by 9% 845.41 162.74 - -
- Decrease by 9% (845.41) (162.74) - -
EUR
- Increase by 9% 778.60 403.32 - -
- Decrease by 9% (778.60) (403.32) - -
GBP
- Increase by 9% 0.93 1.32 - -
- Decrease by 9% (0.93) (1.32) - -
SGD
- Increase by 9% (401.57) (370.41) - -
- Decrease by 9% 401.57 370.41 - -
107
(ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest
rates. The Group’s exposure to the risk of changes in market interest rates related primarily to the Group’s long-term debt obligations with
floating interest rates.
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on loans and borrowings. With all other
variables held constant, the Group’s profit before tax is affected through the impact on floating rate borrowings as follows:
Decrease Increase by
Amount by 100 basis 100 basis
points points
31-Mar-19
Total variable rate borrowings 142,470.10 1,424.70 (1,424.70)
31-Mar-18
Total variable rate borrowings 125,698.79 1,256.99 (1,256.99)
28 FAIR VALUE MEASUREMENTS
(A) Accounting classification and fair values

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, based on the lowest
level input that is significant to the fair value measurement as a whole. The fair values of financial assets and liabilities at the balance sheet date are not materially
different from their reported carrying values unless specifically mentioned in the notes to the consolidated financial statements.
Financial instruments by category
FVTPL Amortised FVTOCI FVTPL Amortised FVTOCI
Cost Cost
[i] Financial assets 31-Mar-19 31-Mar-18
Security deposit - 364.74 - - 354.05 -
Term deposits (with maturity more than 12 months) - 48.93 - - 192.77 -
Interest and other receivable - 1,154.49 - - 834.34 -
Trade receivables - 30,938.24 - - 29,022.47 -
Cash and cash equivalents - 9,128.72 - - 9,953.00 -
Investments
- Equity instruments - 31.45 - 1.00 32.64 -
- Mutual Funds 1.00 - - 67.00 - -
1.00 41,666.57 - 68.00 40,389.26 -
[ii] Financial liabilities
Borrowings - 225,188.75 - - 206,905.98 -
Trade payables - 33,222.26 - - 43,622.69 -
Other financial liabilities - 20,858.31 - - 16,299.07 -
- 279,269.31 - - 266,827.75 -
Particulars Fair value as at Fair value Valuation

31-Mar-19 31-Mar-18
[i] Financial assets
Investments
- Equity instruments 1.00 1.00 Level 2 Unquoted bid prices
- Mutual Funds 0.00 67.00 Level 1 Quoted Market prices
(a) The Group long-term loans have been restructured and contracted at fixed /NIL rates of interest. However, since these loans prior to restructuring were
classified as NPA accounts, the fair value of these loans cannot be derived. Majority of the Group borrowings have been restructured as on date and the
principal and interest amounts have been reset to effect the restructuring.
(b) The carrying amounts of financial assets and financial liabilities recognised in the consolidated financial statements approximate their fair values less deferred
transaction costs. The entire financial income/(expense) recognised in the statement of comprehensive income are related to financial assets at amortised
cost (income) and financial liabilities at amortised cost (expense). Financial assets at fair value through OCI did not create any financial income/(expense).
(B) Fair Value Heirarchy

Fair value is the amount for which an asset could be exchanged, or a liability settled between knowledgeable willing parties in an arm’s length transaction.
The Group has made certain judgements and estimates in determining the fair values of the financial instruments that are (a) recognised and measured at
fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements.
108
To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified the financial instruments into three levels
prescribed under the accounting standard. An explanation of each level is as follows:
Level 1: Level 1 heirarchy includes financial instruments measured using quoted prices. This includes mutual funds that have quoted price. The mutual funds
are valued using the closing NAV.
Level 2: Level 2 heirarchy includes financial instruments that are not traded in an active market is determined using valuation techniques which maximise the
use of observable market data and rely as little as possible on entity-specific estimates.
Level 3: If one or more of the significant inputs is not based on the observable market data, the instrument is included in Level 3 heirarchy.
(C) Valuation Techniques

Specific valuation techniques used to value financial instruments include:
- The use of quoted market prices for mutual funds.
- the fair value of the remaining financial instruments is determined using discounted cash flow analysis or such other acceptable valuation methodology,
wherever applicable
There are no items in the financial instruments, which require level 3 valuation.
29 CAPITAL MANAGEMENT
The Group’s objective when managing capital are to:
- safeguard their ability to continue as a going concern and to provide returns to shareholders and other stakeholders;
- the Group manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure,
the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
The Group monitors capital using a financial gearing ratio, which is net debt divided by total equity.
The gearing ratios is:
31-Mar-19 31-Mar-18
Net Debt 216,060.02 196,952.98
Adjusted Total Equity* 38,763.37 68,672.84
Net Debt to equity ratio 5.57 2.87

*Refer Note 29 of standalone financial statements

109
30 BUSINESS COMBINATIONS
Subsidiaries:
The Group’s subsidiaries at 31 March 2019 are set out below. Unless otherwise stated, they have share capital that are held directly
by the Group, and the proportion of ownership interests held equals the voting rights held by Group. The country of incorporation or
registration is also their principal place of business.
Ownership interest
Ownership interest held by
Place of business held by the non-con-
the Group
Name of the Subsidiaries / country of incor- trolling interest
poration 31-Mar- 31-Mar-
31-Mar-19 31-Mar-18
19 18
% % % %
Bilcare GCS Ltd. United Kingdom 100.00 100.00 - -
Bilcare GCS Inc. United States of 100.00 100.00 - -
America
Bilcare Packaging Ltd. Mauritius - 100.00 - -
Bilcare Technologies Singapore Pte. Ltd. Singapore 100.00 100.00 - -
Bilcare Technologies Italia Srl. Italy 100.00 100.00 - -
Bilcare Mauritius Ltd. Mauritius 100.00 100.00 - -
Bilcare Research Swiss I AG Switzerland 100.00 100.00 - -
Bilcare Research Swiss II AG Switzerland 100.00 100.00 - -
Bilcare Research Holding AG Switzerland 100.00 100.00 - -
Bilcare Research AG Switzerland 100.00 100.00 - -
Bilcare Germany Management GmbH Germany 100.00 100.00 - -
Bilcare Research Singapore Pte. Ltd. Singapore 100.00 100.00 - -
Bilcare Research Inc United States of 100.00 100.00 - -
America
Bilcare Research Srl Italy 100.00 100.00 - -
Bilcare Agency GmbH Switzerland 100.00 100.00 - -
Bilcare Research (Shanghai) Co., Ltd. China 100.00 100.00 - -
Films Germany Holding GmbH Germany 100.00 100.00 - -
Bilcare Research GmbH Germany 100.00 100.00 - -
Bilcare Research PPI Holding GmbH Germany 100.00 100.00 - -
Bilcare Research PPI GmbH & Co. KG Germany 100.00 100.00 - -
Bilcare Research SFS Holding GmbH Germany 100.00 100.00 - -
Bilcare Research SFS GmbH & Co. KG Germany 100.00 100.00 - -
BIL Leasing Verwaltungs GmbH & Co (See note Germany 94.00 94.00 6.00 6.00
(i))
Caprihans India Limited India 51.00 51.00 49.00 49.00
(i) The Group holds 94% in BIL Leasing Verwaltungs-GmbH & Co, however only has a voting power of 10%. Therefore, the Group
does not control the subsidiary and accounts for it as financial asset.
110
31 EMPLOYEE BENEFIT OBLIGATIONS

Country Type of Employee benefit 31-Mar-19 31-Mar-18
India Gartuity - Defined Benefit plan 365.91 285.17
Leave encashment / Compensated 113.10 59.27
absences
Gartuity - Defined Benefit plan 37.25 17.17
Leave encashment / Compensated 295.07 288.56
absences
Germany Pension - Defined Benefit plan 12,197.72 11,663.61
Jubilee - Other long-term employee 796.45 749.79
benefits
Other short-term employee benefits (871.88) (346.09)
Italy Pension - Defined Benefit plan 1,386.99 1,449.59
Switzerland Pension - Defined Benefit plan 29.29 187.29
14,349.90 14,354.36
Non-Current 13,650.09 13,685.05
Current 699.81 669.31
(a) Leave obligations

Leave Encashments / Compensated absences: Total liability provided on account of leave obligation is ` 408.17 lacs (31 March 2018: `
347.83 Lacs).
(b) Defined Contribution plans

Provident Fund: Contribution towards provident fund for employees is made to the regulatory authorities, where the Company has no
further obligations. Such benefits are classified as defined contribution schemes as the Company does not carry any further obligations,
apart from the contributions made on a monthly basis.
(c) Gratuity - Defined Benefit plans - Bilcare Limited, India

Gratuity: The Company provides for gratuity, a defined benefit plan (the “Gratuity Plan”) covering eligible employees in accordance with
the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacita-
tion or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment. The Com-
pany’s liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. The fair value of the plan assets
of the trust administered by the Company, is deducted from the gross obligation.

Present value Fair value of Net Amount
of obligation plan assets
1-Apr-17 374.28 170.70 203.58
Interest (expenses) 27.90 12.81 15.09
income
Past Service Cost 47.24 - 47.24
129.61 12.81 116.80
Remeasurements
Gain/loss from change in financial assumption (11.89) (0.85) (11.04)
Experience gain / loss (20.42) 0.78 (21.20)
Total amount recognised in other comprehensive income (32.31) (0.07) (32.24)
Mortality charges & taxes - (1.99) 1.99
31-Mar-18 466.95 181.78 285.17

31-Mar-18 466.95 181.78 285.17
Past Service Cost - - -
111
Remeasurements
Gain / loss from change in financial assumption 13.28 0.53 12.75
Experience gain / loss (6.53) (1.14) (5.39)
Total amount recognised in other comprehensive income 6.91 (0.61) 7.52
Mortality charges & taxes - (2.04) 2.04
31-Mar-19 549.11 183.20 365.91

31-Mar-19 31-Mar-18
(iii) Analysis of plan assets is as follows:

31-Mar-19 31-Mar-18
Insurer managed funds (%) 100% 100%
Others (%) 0% 0%
Total 100% 100%

31-Mar-19 31-Mar-18
Salary growth rate 10.00% 10.00%
Attrition rate 5.00% 5.00%
Notes:
1. Discount rate: The discount rate is based on the prevailing market yields of Indian government securities for the estimated term of
the obligations.
2. Salary escalation rate: The estimates of future salary increases considered takes into account the inflation, seniority, promotion and
other relevant factors.
3. Assumptions regarding future mortality experience are in accordance with the Indian Assured Lives Mortality (2012-14) ultimate
(IALM ult).
Sensitivity of the defined benefit obligation to changes in weighted principal assumptions is
31-Mar-19 31-Mar-18
Attrition rate - Increase by 1% 544.10 462.97
Attrition rate- Decrease by 1% 554.61 471.33
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice it is un-
likely to occur, and changes in some of the assumptions may be correlated. The methods and types of assumption used in preparing the
sensitivity analysis are same as previous period.
(v) Expected future benefits payaments

The Company monitors the funding levels on annual basis and accordingly decides upon the contribution to the fund. Expected contri-
butions to post-employment benefit plans for the year ending 31 March 2020 are ` 5.00 lacs. The expected maturity analysis of undis-
counted pension, gratuity and post-employment medical benefits is as follows:
Less than 1 to 2 years 2-5 Years More than 5

a year years
As at 31-Mar-2019
As at 31-Mar-2018
112
(d) Gratuity - Defined Benefit plans - Caprihans Limited, India

The Company has a defined benefit gratuity plan. The fund is administered by ICICI Prudential Life Insurance. The following table sum-
marises the components of net benefit expense recognised in the statement of profit or loss and the funded status and amounts recog-
nised in the balance sheet for gratuity.
1-Apr-17 (556.84) 544.15 (12.69)
Current service cost (32.07) - (32.07)
Interest (expenses) income (38.39) 39.23 0.84
Total amount recognised in profit and loss (70.46) 39.23 (31.23)
Remeasurements
Gain/loss from change in demographic assumption (7.91) - (7.91)
Gain/loss from change in financial assumption 21.97 - 21.97
Experience gain / loss - - -
Total amount recognised in other comprehensive income 14.06 - 14.06
Employer contributions - 12.69 12.69
Benefit payments 43.94 (43.94) -
Mortality charges & taxes - - -
31-Mar-18 (569.30) 552.13 (17.17)

31-Mar-18 (569.30) 552.13 (17.17)
Current service cost (35.15) - (35.15)
Interest expenses / income (42.67) 39.77 (2.90)
Total amount recognised in profit and loss (77.82) 39.77 (38.05)
Remeasurements
Gain / loss from change in demographic assumption (15.41) - (15.41)
Gain / loss from change in financial assumption 16.22 - 16.22
Experience gain / loss - - -
Employer contributions - 17.16 17.16
Benefit payments 38.19 (38.19) -
Mortality charges & taxes - - -
31-Mar-19 (608.12) 570.87 (37.25)

31-Mar-19 31-Mar-18
Present value of funded obligations (608.12) (569.30)
(iii) The major categories of plan assets of the fair value of the total plan assets of gratuity are as follows:
Insurer managed funds 570.87 552.13
(%) of total plan assets 100% 100%

Future salary increase 7.50% 8.00%
Expected rate of return on plan assets 8.00% 8.00%
Expected average remaining working life (in years) 17.32 17.88
Withdrawl rate (based on grade and age of employees) 5.00% 5.00%
(v) Sensitivity of the defined benefit obligation to changes in weighted principal assumptions is
113

31-Mar-19 31-Mar-18
Withdrawal rate - Increase by 50% 607.38 566.62
Withdrawal rate- Decrease by 50% 608.97 572.64
The sensitivity analyses above has been determined based on a method that extrapolates the impact on defined benefit obligation as a
result of reasonable changes in key assumptions occuring at the end of the reporting period.
(vi) Expected future benefits payaments

Within the 2-5 Years More than 5
next 12 months years
As at 31-Mar-2019
Defined benefit obligation - Gratuity 150.58 235.26 647.53
As at 31-Mar-2018
Defined benefit obligation - Gratuity 122.17 208.60 680.83
Weighted average duration of defined benefit obligation (based on discounted cash flow) 6 years as on 31 March 2019 and 6 years as
on 31 March 2018.
Expected contribution to plan assets for next year ` 65.83 lacs as on 31 March 2019 and ` 45.42 lacs as on 31 March 2018.
(e) Pension plans in Germany

The voluntary German pension plan is administrated by the German subsidiary and is based on a defined benefit index which defines the
fixed amount of money as monthly pension for each year of service based on various salary groups. The plan includes pension for old age,
occupational disability as well as widows and orphans pension. The most recent actuarial valuation of the present value of the defined
benefit obligation was carried out on 31 March 2019 by an independent third party using the Projected Unit Credit Method.

1-Apr-17 10,688.81 - 10,688.81
Interest (expenses) income 216.46 - 216.46
Total amount recognised in profit and loss 326.58 - 326.58
Remeasurements
Gain/loss from change in financial assumption (493.26) - (493.26)
Experience gain / loss (300.93) - (300.93)
Total amount recognised in other comprehensive income (794.19) - (794.19)
Employer contributions - (263.22) (263.22)
Benefit payments (263.22) 263.22 -
Exchange differences 1,705.64 - 1,705.64
31-Mar-18 11,663.61 - 11,663.61

31-Mar-18 11,663.61 - 11,663.61
Interest expenses / income 233.88 - 233.88
Remeasurements
Employer contributions (312.38) (312.38)
Benefit payments (312.38) 312.38 -
Exchange differences (462.12) - (462.12)
31-Mar-19 12,197.72 - 12,197.72
114

31-Mar-19 31-Mar-18
Present value of funded obligations 12,197.72 11,663.61
Fair value of plan assets - -
Net deficit for funded schemes 12,197.72 11,663.61
Principal assumptions used for the purposes of the actuarial valuations of the pension plan were as follows:
31-Mar-19 31-Mar-18
Expected pension increase( every 3 years) 6.00% 6.00%
The following sensitivity analyses on the defined benefit obligation - based on the principal assumptions - have been determined based
on reasonably possible changes to the assumptions occurring at the end of the reporting period:
Euro 31-Mar-19 31-Mar-18
Pension Jubilee Pension Jubilee
Discount rate - Increase by 0.5% (243.99) - (928.77) -
Discount rate- Decrease by 0.5% 1,869.52 - 1,052.93 -
Pension increase rate - Increase by 1.5% 1,496.55 - 724.79 -
Pension increase rate- Decrease by 1.5% 52.06 - (669.97) -
(f) Jubilee plan in Germany
In addition, the Group is providing cash benefits to its employees in Germany once they reach a certain age of service. Due to the
requirements of Ind AS 19 this jubilee plan is classified as other long-term employee benefit plan. The most recent actuarial valuation of
the present value was carried out on 31 March 2019 by an independent third party using the Projected Unit Credit Method.

1-Apr-17 631.37 - 631.37
Remeasurement (gain)/loss on defined benefit obligation (11.31) - (11.31)
Employer contributions - - -
Benefit payments (38.47) - (38.47)
Exchange differences 104.09 - 104.09
31-Mar-18 749.79 - 749.79
Current service cost 47.75 47.75
Interest expenses / income 8.90 8.90
Remeasurement (gain)/loss on defined benefit obligation 64.74 64.74
Employer contributions - -
Benefit payments (44.51) (44.51)
Exchange differences (30.22) (30.22)
31-Mar-19 796.45 - 796.45
(g) Pension plan in Italy

The pension obligation in relation to TFR which is the pension plan required by Italian law, was calculated by an independent third party
using the Projected Unit Method.
(i) Movements in the present value of the defined benefit obligation in the current year were as follows:
1-Apr-17 1,353.38 - 1,353.38
Current service cost - - -
115
Remeasurements
Employer contributions - - -
31-Mar-18 1,449.59 - 1,449.59

31-Mar-18 1,449.59 - 1,449.59
Interest expenses / income - - -
Remeasurements
Experience gain / loss 0.81 - 0.81
Employer contributions -
Exchange differences (52.08) - (52.08)
31-Mar-19 1,386.99 - 1,386.99

31-Mar-19 31-Mar-18
Present value of funded obligations 1,386.99 1,449.59
Fair value of plan assets - -
Net deficit for funded schemes 1,386.99 1,449.59
Principal assumptions used for the purposes of the actuarial valuations were as follows:
31-Mar-19 31-Mar-18
Rate of price inflation 1.10% 1.50%
The following sensitivity analyses - based on the principal assumptions - have been determined based on reasonably possible changes to
the assumptions occurring at the end of the reporting period:
If the discount rate would be 25 basis points (0.25 percent) higher (lower), the defined benefit obligation would decrease by ` 33.41 lacs
(increase by ` 34.19 lacs) if all other assumptions were held constant.
The average duration of the defined benefit obligation at the end of the reporting period is not available.
(h) Pension plan in Switzerland

Swiss pension plans need to be administered by a pension fund that is legally separated from the entity. The law prescribes certain
minimum benefits.
The pension plans of the employees and management of the Company is carried out by collective funds with Baloise-Sammelstiftung.
Under the pension plans, the employees and management are entitled to retirement benefits and risk insurance for death and disability.
The boards of the various pension funds are composed of an equal number of representatives from both employers and employees.
Due to the requirements of IAS 19 the above mentoned pension plans are classified as defined benfit plans. The pension plans are de-
scribed in detail in the correcsponding statues and regulations. The contributions of employers and employees in general are defined in
percentages of the insured salary. The retirement pension is calculated based on the old-age credit balance on retirement multiplied by
the fixed conversion rate. The employee has the option to with draw the capital at once. The death and disability pensions are defined as
percentages of the insured salry. The assets are invested directly with the correcsponding pension funds.
The pension funds can change their financing system (contributions and future payments) at any time. Also, when there is a deficit which
cannot be eliminated through other measures, the trustees of the pension funds can oblige plan participants and the entity to pay a
restructuring contribution. For the pension funds of the Company such a deficit currently cannot occur as the plans are fully reinsured.
However, the pension funds could cancel the contracts and the Company would have to join another pension fund.
116
In the current and comparative period no plan amendments, curtailments or settlements occurred.
The board of each pension fund is responsible for the investment of assets and the investment strategies are defined in a way that the
benefits can be paid out on due date.
The most recent actuarial valuations of plan assets and the present value of the defined benefit obligation were carried out on 31 March
2019 by an independent third party. The present value of the defined benefit obligation, and the related current service cost and past
service cost, were measured using the Projected Unit Credit Method.
(i) Movements in the present value of the defined benefit obligation in the current year were as follows:
1-Apr-17 739.97 (466.45) 273.52
Remeasurements
Employer contributions 55.81 - 55.81
31-Mar-18 653.74 (466.45) 187.29

31-Mar-18 653.74 (466.45) 187.29
Interest expenses / income 6.47 - 6.47
Remeasurements
Gain / loss from change in demographic assumption - - -
Employer contributions 52.60 52.60
Benefit payments (167.52) (167.52)
Exchange differences (56.03) (56.03)
31-Mar-19 495.74 (466.45) 29.29

31-Mar-19 31-Mar-18
Fair value of plan assets (466.45) (466.45)
Net deficit for funded schemes 29.29 187.29
Principal assumptions used for the purposes of the actuarial valuations were as follows:
31-Mar-19 31-Mar-18
Expected rates of salary increase 1.70% 1.70%
The following sensitivity analysis - based on the principal assumptions - have been determined based on reasonably possible changes to
the assumptions occurring at the end of the reporting period:
If the discount rate would be 25 basis points (0.25 percent) higher/(lower), the defined benefit obligation would decrease by ` 27.20 lacs
(increase by ` 28.75lacs) if all other assumptions were held constant.
117
32 LEASE
(i) Operating Lease
The Group has entered into commercial leases on certain assets, mainly buildings and motor vehicles. These lease contracts do not include
any renewal options. There are no restrictions placed upon the Group by entering into these leases.
Non-cancellable operating lease commitments:

Not later than one year 821.54 1,145.17
Later than one year and not later than five years 1,365.47 1,335.09
Later than five years 472.62 381.63
Total future minimum lease payments 2,659.63 2,861.90
Aggregate amount of operating lease rent debited to Consolidated Statement of profit and loss during the year is ` 2,415.47 lacs (31-
Mar-2018: ` 2,235.91 lacs).
(ii) Finance Lease
The Group has finance leases and hire purchase contracts for various items of property, plant and equipment and software.Renewals are
at the option of the specific entity that holds the lease. Future minimum lease payments under finance leases and hire purchase contracts
together with the present value of the net minimum lease payments are as follows:
31-Mar-19 31-Mar-18
Particulars Future Present Value Future Present Value of
Minimum of Minimum Minimum Minimum Lease
Lease Lease Payment Lease Payment
Payment Payment
Not later than one year 1,989.96 1,766.18 2,280.80 2,017.17
Later than one year and not later than five years 3,321.78 3,104.99 4,309.26 3,904.53
Later than five years - - - -
Total Minimum lease payments 5,311.74 4,871.16 6,590.06 5,921.70
Less : Amounts representing finance charges 440.57 - 668.36 -
Present value of minimum lease payments 4,871.16 4,871.16 5,921.70 5,921.70
There were no significant new finance lease arrangements in F.Y. 2018-19.
33 CONTINGENT LIABILITIES
(a) Claims against the Company not acknowledged as debts:
- Disputed Income Tax matters in Appeal 1,110.82 1,110.80
- Excise matters 310.01 505.94
- Rental legal disputed cases 418.51 395.99
- Liability to suppliers earlier written back on account of pending legal cases 827.13 777.78
(b) In view of the terms of settlement, the long term borrowings (primarily with Banks) which 44,321.10 49,923.85
have been restructured till date, the Company is showing the remission amount as a contingent
liability till the final repayment of the outstanding restructured/ settlement amounts. In the event
of a default in payment of the restructured/ settlement amounts as per the agreed schedule, the
Company will be liable to pay the entire original amount of the said loan, which is inclusive of
interest due there upon.
(c) In case of all the present as well as the restructured loans there may be a penal interest charge,
which is currently contingent and undeterminable.
34 COMMITMENTS
Capital commitments
Capital commitment at the end of the reporting period but not recognised as liabilities is as follows :
Property, plant and equipments 31-Mar-19 31-Mar-18
Estimated amount of contracts remaining to be executed (net of advances) 1,757.18 2,046.90
For lease related commitments see note 32
35 SEGMENT INFORMATION
The Group is engaged in Pharma Packaging Research Solutions which is considered the only reporting business segment for disclosure in
the financial statements by the Management. Further, the geographical information of revenues from external customers and non current
assets other than financial instruments, deferred tax assets, post employment benefit assets has not been presented, as such segmentation
is not compiled by the Group.
118
36 RELATED PARTY DISCLOSURES
A. Related parties and their relation

[1] Key Management Personnel:
Mohan H. Bhandari (Chairman & Managing Director)
Anil Tikekar (Company Secretary & CFO) (for part of the F.Y.)
D.K.Sharma (Company Secretary & CFO)
[2] Relatives of Key Management Personnel:

Ankita J. Kariya
Nutan M. Bhandari
Kiran H. Bhandari
Prakash H. Bhandari
Monica Sharma
B. Transactions and Balances:

31-Mar-19 31-Mar-18
Transactions with related parties:
Remuneration paid to Key Management Personnel 30.88 27.15
Remuneration paid to relatives of Key Management Personnel 29.01 21.40
Balances due from /to related parties:

Capital advance to Key Management Personnel 8,009.29 7,779.29
Capital advance to relatives of Key Management Personnel 2,358.38 2,358.38
119
120
37 SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARIES/ ASSOCIATES/JOINT VENTURES AS PER COMPANIES ACT,2013
Statement pursuant to Section 129 (3) of the Companies Act, 2013
Part “A”: Subsidiaries
Sr. Name of the Year in which Reporting Country Equity Other Equity Total Total Investments Total Income Profit Provision Profit after Other Total % of
No. Subsidiary subsidiary was Currency Share Assets Liabilities before for Taxation Comprehensive Comprehensive Share
acquired/ Capital Taxation Taxation Income Income holding
incorporated
1 Bilcare GCS Ltd UK 2015 GBP UK 0.95 61.39 117.42 55.08 - 437.25 34.96 6.64 28.31 (1.08) 27.24 100%
2 Bilcare GCS Inc US 2015 USD USA 0.69 321.31 865.52 543.51 - 2,174.60 79.73 16.93 62.80 14.82 77.62 100%
Bilcare Technologies
3 2005 SGD Singapore 1,682.07 (526.39) 1,491.93 336.25 - 2.21 (685.56) - (685.56) 46.67 (638.88) 100%
Singapore Pte. Ltd.
4 Bilcare Mauritius Ltd. 2010 USD Mauritius 16,187.28 18,860.89 35,279.32 231.15 34,653.41 (313.69) (861.53) - (861.53) 2,150.92 1,289.39 100%
Bilcare Research
5 2016 EURO Switzerland 3,809.94 16,174.07 36,434.16 16,450.15 35,852.80 (5.17) (4,826.10) 22.59 (4,848.70) (734.79) (5,583.49) 100%
Swiss I AG
Bilcare Research
6 2016 EURO Switzerland 954.46 4,064.06 9,108.04 4,089.51 8,963.20 (0.60) (1,150.32) 21.93 (1,172.25) (184.70) (1,356.95) 100%
Swiss II AG
Bilcare Research
7 2015 EURO Switzerland 4,601.03 16,997.80 26,785.62 5,186.79 26,766.62 0.79 (1,399.38) 27.07 (1,426.45) (806.21) (2,232.66) 100%
Holding AG
8 Bilcare Research AG * EURO Switzerland 7,673.86 (657.21) 158,263.44 151,246.79 11,286.33 12,412.82 308.53 102.34 206.19 (240.36) (34.17) 100%
Bilcare Germany
9 * EURO Germany 16.88 (9,506.11) 74,617.79 84,107.03 71,421.59 12,466.85 259.42 2,031.11 (1,771.70) 465.38 (1,306.31) 100%
Management GmbH
Bilcare Research
10 2015 SGD Singapore 233.22 (7,240.07) 20,948.47 27,955.33 - 12,583.06 1,439.23) (284.26) 1,154.97) (103.21) (1,258.18) 100%
Singapore Pte.Ltd.
11 Bilcare Research Inc * USD USA 31.30 1,373.22 20,640.92 19,236.41 - 32,146.32 4,437.07) (15.04) (4,422.02) 390.34 (4,031.68) 100%
12 Bilcare Research Srl * EURO Italy 337.55 10,025.02 24,343.76 13,981.19 - 35,924.85 492.00 128.80 363.21 (422.13) (58.92) 100%
13 Bilcare Agency GmbH * CHF Switzerland 12.83 (3.53) 13.68 4.38 - (0.02) (3.77) 0.04 (3.81) 0.18 (3.63) 100%
Bilcare Research
14 2017 CNY Shanghai 243.00 (458.99) 186.84 402.82 - 255.13 (428.65) - (428.65) 0.91 (427.74) 100%
(Shanghai) Co. Ltd.
Films Germany Holding
15 * EURO Germany 16.88 2,147.34 2,177.54 13.32 2,097.96 22.67 14.26 (2.40) 16.66 (81.39) (64.73) 100%
GmbH
16 Bilcare Research GmbH * EURO Germany 6,161.77 71,868.49 128,120.64 50,090.38 8,805.84 82,564.18 13,264.97 155.60 13,109.37 (3,312.54) 9,796.83 100%
17 Caprihans India Limited * INR India 1,313.40 11,752.48 16,193.61 3,127.74 - 27,296.06 461.44 95.27 366.17 (0.54) 365.63 51%
* INEOS Group acquisition in 2010
Part “B”: Associates and Joint Ventures - None

Notes:
1 BIL Leasing Verwaltungs GmbH & Co is not considered above as it is an SPV and contractual voting power is only 10%
2 Bilcare Technologies Italia Srl. , Italy is not considered above as it is under closure
3 Bilcare Research PPI Holding GmbH, Bilcare Research PPI GmbH & Co. KG, Bilcare Research SFS Holding GmbH and Bilcare Research SFS GmbH & Co. KG
are not separately shown as they are consolidated under Bilcare Research GmbH being SPV’s specifically for energy cost reduction.
4 Exchange rate considered:
Currency SGD EURO GBP USD CHF CNY

Average rate 51.4221 80.9288 91.7384 69.8889 70.6023 10.3827
Closing Rate 50.7116 77.7024 90.4756 69.1713 69.6183 10.3230
FOR THE YEAR ENDED 31 MARCH, 2019 (All amount in ` lacs., unless otherwise stated)
C. ADDITIONAL INFORMATION PURSUANT TO SCHEDULE III OF THE COMPANIES ACT, 2013 as at 31 March 2019
Net assets (total assets minus Share in Other Comprehen- Share in Total Comprehen-
Share in profit or (loss)
total liabilities) sive Income sive Income
As % of con- As % of con-
Name of the Entity As % of As % of consoli-
solidated other solidated total
consolidated Amount dated profit or Amount Amount Amount
comprehensive comprehensive
net assets loss
income income
Parent
Bilcare India Limited (231.16) 16,142.83 69.27 (31,524.69) 2.34 5.49 69.62 (31,519.19)
Indian Subsidiary
Caprihans India Limited (187.10) 13,065.88 (0.80) 366.17 (0.23) (0.54) (0.81) 365.63
Foreign Subsidiaries
Bilcare GCS Limited UK (0.89) 62.34 (0.06) 28.31 (0.46) (1.08) (0.06) 27.24
Bilcare GCS Inc US (4.61) 322.00 (0.14) 62.80 6.31 14.82 (0.17) 77.62
Bilcare Technologies Singapore Pte. Ltd. (16.55) 1,155.69 1.51 (685.56) 19.88 46.67 1.41 (638.88)
Bilcare Mauritius Ltd. (501.87) 35,048.17 1.89 (861.53) 916.00 2,150.92 (2.85) 1,289.39
Bilcare Research Swiss I AG (286.16) 19,984.01 10.65 (4,848.70) (312.92) (734.79) 12.33 (5,583.49)
Bilcare Research Swiss II AG (71.86) 5,018.52 2.58 (1,172.25) (78.66) (184.70) 3.00 (1,356.95)
Bilcare Research Holding AG (309.28) 21,598.83 3.13 (1,426.45) (343.34) (806.21) 4.93 (2,232.66)
Bilcare Research AG (100.47) 7,016.66 (0.45) 206.19 (102.36) (240.36) 0.08 (34.17)
Bilcare Germany Management GmbH 135.88 (9,489.23) 3.89 (1,771.70) 198.19 465.38 2.89 (1,306.31)
Bilcare Research Singapore Pte. Ltd. 100.33 (7,006.85) 2.54 (1,154.97) (43.95) (103.21) 2.78 (1,258.18)
Bilcare Research Inc (20.11) 1,404.51 9.72 (4,422.02) 166.23 390.34 8.91 (4,031.68)
Bilcare Research Srl (148.39) 10,362.58 (0.80) 363.21 (179.77) (422.13) 0.13 (58.92)
Bilcare Agency GmbH (0.13) 9.30 0.01 (3.81) 0.08 0.18 0.01 (3.63)
Bilcare Research (Shanghai) Co. Ltd. 3.09 (215.98) 0.94 (428.65) 0.39 0.91 0.94 (427.74)
Films Germany Holding GmbH (30.99) 2,164.21 (0.04) 16.66 (34.66) (81.39) 0.14 (64.73)
Bilcare Research GmbH (1,117.35) 78,030.26 (28.81) 13,109.37 (1,410.69) (3,312.54) (21.64) 9,796.83
Non Controlling Interest in the Subsidiaries

Caprihans India Limited 91.68 (6,402.28) 0.39 (179.42) 0.11 0.27 0.40 (179.16)
Adjustments arising out of consolidation 2,795.94 (195,254.95) 24.57 (11,181.43) 1,297.51 3,046.78 17.97 (8,134.65)
Total after elimination on account of consolidation 100.00 (6,983.52) 100.00 (45,508.46) 100.00 234.82 100.00 (45,273.64)
121
ANNEXURE A TO NOTES TO FINANCIAL STATEMENTS

31-Mar-19 31-Mar-18
Secured-Non-current borrowings
Rupee term loans - From banks
1. Bank of Baroda # 15,371.55 15,371.55
(Payable from 30.04.2013 in 72 monthly installments, rate of interest 12.75% p.a.)
(Default in payment from July 2013 till date, ` 15,371.55 lacs, now repayable on demand) *
2. United Bank of India 3,329.35 3,510.07
3. Canara Bank 1,909.05 1,956.58
4. Jammu & Kashmir Bank # - 1,460.51
5. Indusind Bank Limited # 1,885.79 1,800.54
6. Central Bank of India 1,844.20 1,762.27
7. Cosmos Bank # 1,876.86 1,968.24
8. IDBI Bank # 5,091.62 5,091.62
(Loan on account of devolvement of SBLC ` 5,091.62 lacs (on 13.10.2017), rate of interest
15.50% p.a., now repayable on demand) *
Term loans - From financial institutions and others

(State Bank of India)
(Default in payment till date ` 1,975.00 lacs)
(State Bank of Hyderabad)
(Karnataka Bank)
(Andhra Bank) #
(Dhanlaxmi Bank) #
(State Bank of Bikaner and Jaipur) #
(Federal Bank) #
(Punjab National Bank) #
(Default in payment till date `375.80 lacs)
(Axis Bank)
122
(Payable from 30.06.2017 in 12 quarterly installments, Maturity date 31-Mar-20)

(Default in payment till date ` 588..92 lacs)
18. Asset Reconstruction Company India Limited (“Arcil”) 7,709.40 6,870.74
(South Indian Bank) #
(Payable from 30.06.2018 in 32 quarterly installments , Maturity date 31-Mar-26)
Non Convertible Debentures (Zero Coupon Bonds)

19. Zero Coupon Redeemable Non Convertible Debentures 4,438.97 3,931.19
(Lakshmi Vilas Bank Limited) #
(Redeemable in 3 equal annual installments from 31.03.2024)
Unsecured
20. Corporation Bank # 4,635.00 4,725.00
(Payable from 31.01.2013 in 3 installments, rate of interest 13.25% p.a.)
(Default in payment from Jan ‘13 till date, ` 4,635.00 lacs, now repayable on demand) *
Term loans - From others

21. Council of Scientific & Industrial Research (CSIR) 751.97 751.97
(Payable from 01.10.2014 in 10 yearly installments, rate of simple interest 3.00% p.a.)
(Default in payment from October 2015 till date, ` 305.24 lacs)
Deferred sales tax loan

22. Deferred sales tax loan 753.52 876.53
(Payable in equal annual installments till 2023, interest free)
Total 71,437.19 70,190.63
Secured-Current borrowings
Foreign currency term loans - From banks
23. Deutsche Bank - Senior loan (See note (i)) 61,525.13 53,396.10
(Repayable in bullet payment by September 30, 2019)
24. Deutsche Bank - Junior loan (See note (i)) 25,216.08 22,944.88
25. Deutsche Bank - Proventus- II (See note (i)) 28,799.21 25,207.34
26. Deutsche Bank (See note (ii)) 18,866.49 14,381.62
Total 134,406.91 115,929.94

# Managing Director have issued personal guarantee for these loans.
* a) The Company is in the negotiation of restructuring these loans and hence these have been disclosed as Non- Current Borrowings.
b) In view of the ongoing discussions for restructuring, the Company has not provided interest on these loans which have been classified
by the respective banks as Non Performing Assets (NPA), from the date of such classification.
Note
(i) The bank loan of July 2014, is with Deutsche Bank, London is under refinancing. The average interest rate is 10.11% p.a. and the
same was secured by pledge of assets and shares.
(ii) The bank loan from Deutsche bank was taken by Bilcare Research Swiss I AG and Bilcare Research Swiss II AG at an interest cost of
EURIBOR + 6.45% p.a.
123
(ADDENDUM - 11th NOVEMBER 2019)
DISCLOSURE AS REQUIRED BY IND AS 10 EVENTS AFTER THE REPORTING PERIOD

The Company on 8 November 2019 divested its investment in the step down subsidiaries viz. Bilcare Research Swiss I AG and Bilcare Re-
search Swiss II AG (Swiss Cos) for a net proceeds upto Euro 27 million.
Ind AS 10 (Events after the Reporting Period) - an entity is required to submit its financial statements to its shareholders for approval after
the financial statements have been approved by the Board for issue. Events that are indicative of conditions that arose after the reporting
period are non-adjusting events after the reporting period. As on reporting date, the Company had no indication of this divestment and
hence it is a non-adjusting event after the reporting period. An entity shall not adjust the amounts recognized in its financial statements
to reflect non-adjusting events after the reporting period. Similarly, the entity does not update the amounts disclosed for the investments
as at the end of the reporting period.
Thus the Company has presented the Consolidated Financial Statements as on 31 March 2019 to be inclusive of the Swiss Cos group. As
the divestment event is a material category of non-adjusting event, in line with para 21 and 22 of Ind AS 10, the disclosure for the key
financial information are presented as under:
Particulars 31-Mar-19
Total Income 255,809.80
Expenses 267,670.99
Profit /(loss) before tax (11,861.19)
Tax expense 1,976.88
Profit /(loss) after tax (13,838.07)
Non-current assets 133,199.21

Current assets 66,956.45
Net worth (70.52)
Non-current liabilities 28,009.77
Current liabilities 172,216.41
124
125
Bilcare Limited
1028, Shiroli, Rajgurunagar,
Pune 410505, India.
cs@bilcare.com
www.bilcare.com

Bilcare Limited
Regd. Office: 1028, Shiroli, Rajgurunagar, Pune - 410 505, India
Phone: +91 2135 647501
Website: www.bilcare.com Email: cs@bilcare.com
CIN: L28939PN1987PLC043953
Notice
Notice is hereby given that the 32nd Annual General Meeting of the Members of Bilcare Limited will be held on Thursday, the
26th day of December 2019, at 11.00 a.m. at the Registered Office of the Company at 1028, Shiroli, Rajgurunagar, Pune - 410 505
to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Financial Statements of the Company for the year ended 31st March, 2019
including Consolidated Audited Financial Statements on that date together with the Reports of the Board of Directors and
Auditors thereon.
2. To appoint a director in place of Mrs. Nutan M. Bhandari [DIN 02198203], who retires by rotation did not offer herself for
re-appointment, Vacancy not to be filled.
SPECIAL BUSINESS
3. Appointment of Mr. Rajesh. Devene as an Independent Director.
To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT Mr. Rajesh Devene [DIN 05320201], who was appointed by the Board of Directors as an Additional Director
of the Company with effect from 22nd April, 2019 and who holds office up to the date of this Annual General Meeting of
the Company in terms of Section 161(1) of the Companies Act, 2013 (“Act”) and who is eligible for appointment and in
respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his
candidature for the office of Director of the Company, be and is hereby appointed as Director of the Company;
RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Act,
the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act and Regulation 17
and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”), as amended from time to time, the appointment of Mr. Rajesh Devene [DIN 05320201], who meets the criteria
for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b)
of SEBI (LODR) and who has submitted a declaration to that effect, and who is eligible for appointment as an Independent
Director of the Company, not liable to retire by rotation, for a term of five years from 22nd April, 2019 to 21st April , 2024
be and is hereby approved.”
4. Appointment of Ms. Madhuri Vaidya [DIN 08483512] as an Independent Director.
To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT Ms. Madhuri. Vaidya [DIN 08483512], who was appointed by the Board of Directors as an Additional
Director of the Company with effect from 15th June, 2019 and who holds office up to the date of this Annual General Meeting
of the Company in terms of Section 161(1) of the Companies Act, 2013 (“Act”) and who is eligible for appointment and in
respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing her
candidature for the office of Director of the Company, be and is hereby appointed as Director of the Company;
RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Act,
the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act and Regulation
17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (as amended from time to time, the appointment of Ms. Madhuri Vaidya [DIN 08483512],
who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder, and
Regulation 16(1)(b) of SEBI (LODR) and who has submitted a declaration to that effect, and who is eligible for appointment
as an Independent Director of the Company, not liable to retire by rotation, for a term of five years from 15th June, 2019 to
14th June, 2024 be and is hereby approved.”
5. Approval of continuation of directorship of Mr. Surendranath Gupte as an Independent Director.
To consider and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT, pursuant to the Resolution passed by the Members at the 30th Annual General Meeting of the Company
and Regulation 17(1A) and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations
1
and Disclosure Requirements) Regulations, 2015 and provisions of Sections 149, 150 152 and other applicable provisions, if
any, of the Companies Act, 2013 (“Companies Act”) read with the Companies (Appointment and Qualification of Directors)
Rules, 2014, Schedule IV to the Act and other rules, if any, made thereunder {including any statutory modification(s) or re-
enactment(s) thereof, for the time being in force}, approval of the Members of the Company be and is hereby accorded for
Mr. Surendranath. Gupte (DIN: 07731748) to continue as an Independent Director of the Company up to 12th February, 2022,
not being liable to retire by rotation.”
6. Approval of remuneration of Cost Auditors of the Company
To consider and, if thought fit, to pass with or without modification (s), the following resolution as an Ordinary Resolution.
“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Act read with Rule
14 of the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 (including
any statutory modification(s) or re-enactment thereof, for the time being in force), the consent of the Members of the
Company be and is hereby accorded to the ratification of the remuneration off M/s. Parkhi Limaye & Co., Cost Accountants
(Firm Registration No: 000191) appointed as Cost Auditors by the Board of Directors of the Company (‘the Board”) for the
financial year ending 31st March,2020 to conduct cost audits relating to cost records of the Company and that the Cost
Auditors be paid a remuneration of ` 1,50,000/- (Rupees One Lac Fifty Thousand only) plus taxes as applicable.
By Order of the Board of Directors
Mohan H. Bhandari
Chairman & Managing Director
Pune: 11th November 2019
Notes:
1. The relevant Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 (“the Act”), setting out material
facts relating to the special business to be transacted at the Annual General Meeting (“Meeting”) under item nos. 3 to 6 of
the Notice as set out above is annexed hereto.
2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE
ON A POLL INSTEAD OF HIMSELF/ HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.
3. The instrument appointing proxy should, however, be deposited at the Registered Office of the Company duly completed and
signed not less than forty eight (48) hours before the commencement of the Meeting. Proxies submitted on behalf of limited
companies, societies, etc. must be supported by appropriate resolutions/authority as applicable. A person can act as proxy on
behalf of Members not exceeding 50 (Fifty) and holding in the aggregate not more than 10% (Ten percent) of the total share
capital of the Company. In case, a proxy is proposed to be appointed by a Member holding more than 10% (Ten percent) of
the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or
Member.
4. Corporate Members are requested to send board resolution duly certified, authorising their representative to attend and vote
on their behalf at the AGM.
5. The business set out in the Notice will be transacted through electronic voting system and the Company is providing facility
for voting by electronic means. Instructions and other information relating to e-voting are given in this Notice under Note No.
22.
6. The Company’s Share Transfer Books and the Register of Members will remain closed from Wednesday, 18th December 2019
to Wednesday, 25th December 2019 (both days inclusive).
7. Members holding shares in dematerialised form are requested to intimate any change in their address, bank details, ECS details
etc. to their respective Depositories Participants and those holding shares in physical form are requested to intimate the above
mentioned changes to the Secretarial Department at the Registered Office of the Company/Registrar and Transfer Agent of the
Company.
8. Equity Shares of the Company are under compulsory demat trading by all investors. Those Members who have not
dematerialised their shareholding are advised to dematerialise their shareholding to avoid any inconvenience in future.
9. Members who hold shares in electronic form are requested to write their Client ID and DP ID numbers and those who hold
shares in physical form are requested to write their Folio number/s in the Attendance Slip for attending the meeting to facilitate
identification of Membership at the meeting.
10. Members are requested to bring their Attendance Slip along with the copy of Annual Report to the Meeting.
11. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names in the Register of
Members of the Company will be entitled to vote.
12. In terms of the Articles of Association of the Company, read with Section 152 of the Companies Act, 2013, Mrs. Nutan M.
Bhandari Director of the Company is liable to retire by rotation at the ensuing AGM and did not offer herself for reappointment.
13. Additional information pursuant to Regulation 26(4) and 36(3) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (“SS-2”), in
respect of the Director(s) seeking re-appointment /continuation of their term at the Meeting, is also Annexed to this Notice.
14. Those Members who have not encashed/received their Dividend Warrants for the previous year(s), may approach to the
Registrar & Transfer Agent of the Company for claiming unpaid / unclaimed Dividend.
15. Non-Resident Indian Members are requested to inform the Company/Depository Participant, immediately of:
(i) Change in their residential status on return to India for permanent settlement.
(ii) Particulars of their bank account maintained in India with complete name, branch, account type, MICR number, account
number and address of the bank with pin code number, if not furnished earlier.
2
16. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (“PAN”) by
every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN
to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical
form can submit their PAN details to the Company/Registrar and Transfer Agent of the Company.
17. Securities of listed companies would be transferred in dematerialised form only, from a cut-off date, to be notified by
SEBI. In view of the same members holding shares in physical form are requested to consider converting their holdings to
dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management. Members can
contact the Company’s RTA for assistance in this regard.
18. Unclaimed Dividends :
Members are hereby informed that under the Act, the Company is obliged to transfer any money lying in the Unpaid Dividend
Account, which remains unpaid or unclaimed for a period of seven years from date of such transfer to the Unpaid Dividend
Account, to the credit of the Investor Education and Protection Fund (“the Fund”) established by the
Central Government..
Further attention of the members is drawn to the provisions of Section 124(6) of the Act which require a Company to transfer
all shares in respect of which dividend has not been paid or claimed for 7 (seven) consecutive years or more from the date of
transfer to Unpaid Dividend Account of the Company, in the name of IEPF Authority.
In accordance with the aforesaid provisions of the Act read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), as amended from time to time, the Company has already
transferred all shares in respect of which dividend declared for the financial year 2010-11 or earlier financial years has not
been paid or claimed by the members for 7 (seven) consecutive years or more. Members are advised to visit the website of the
Company to ascertain details of shares transferred to IEPF Authority.
The Company has transferred the unpaid or unclaimed dividends declared upto financial years 2011-12, from time to time, to
the Fund.
Members/Claimants whose shares, unclaimed dividend, sales proceeds of fractional shares etc. have been transferred to the
IEPF Authority or the Fund, as the case maybe, may claim the shares or apply for the refund by making an application to the
IEPF Authority in Form IEPF-5 (available on iepf.gov.in) along with requisite fees as decided by the IEPF Authority from time to
time. The Member/Claimant can file only one consolidated claim in a financial year as per the IEPF Rules.
19. Electronic copy of the Annual Report for 2018-19 is being sent to all Members whose email addresses are registered with the
Company / Depository Participants for communication purposes, unless any Member has requested for a hard copy of the
same. For Members who have not registered their email addresses, physical copies of the Annual Report for 2018-19 are being
sent through the permitted mode.
20. To support the “Green Initiative”, Members holding shares in physical form and who have not registered their email IDs are
requested to register their email IDs with the Company’s Share Registrar and Transfer Agent – Link Intime India Pvt. Ltd.
Members holding shares in electronic form are requested to register their email IDs with their Depository Participants.
21. As per the requirement of SS-2 the route map showing directions to reach the venue of the Meeting along with an indication
of the prominent landmark is annexed to the Notice.
22. Process and manner for members opting for E-voting through electronics means:
a. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management
and Administration) Rules, 2014 as amended from time to time and as per Regulation 44 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Members are provided with the facility to cast their vote elec-
tronically, through the e-voting services provided by CDSL, on all the resolutions set forth in this Notice.
b. Mr. Shekhar Ghatpande, Practicing Company Secretary (Membership No. FCS 1659), has been appointed as the Scru-
tinizer to scrutinize the e-voting process in a fair and transparent manner.
c. The facility for voting through Ballot Paper shall be made available at the AGM and the Members attending the meet-
ing who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through Ballot
Paper.
d. The Members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not
be entitled to cast their vote again.
e. The e-voting facility will be available during the following voting period:
Commencement of e-voting End of e-voting

Wednesday, 25th December 2019,
Monday, 23 December 2019, 9.00 A.M. IST
th
5.00 PM IST
f. During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on
the cut-off date of Friday, 20th December, 2019, may cast their vote by remote e-voting. The remote e-voting module
3
shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall
not be allowed to change it subsequently.
g. Instructions and other information relating to e-voting are as under:
i. The shareholders should log on to the e-voting website www.evotingindia.com.
ii. Click on Shareholders.
iii. Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
iv. Next enter the Image Verification as displayed and Click on Login.
v. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier
voting of any Company, then your existing password is to be used.
vi. If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable
for both demat shareholders as well as physical shareholders)
• Members who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number which is printed on Postal
Ballot / Attendance Slip indicated in the PAN field.
• In case the sequence number is less than 8 digits enter the applicable number
of 0’s before the number after the first two characters of the name in CAPITAL
letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter
RA00000001 in the PAN field.
Dividend Bank Details Enter the Dividend Bank Details or Date of Birth (in dd/mm /yyyy format) as recorded
OR Date of Birth (DOB) in your demat account or in the Company records in order to login.
• If both the details are not recorded with the depository or Company please enter
the member id / folio number in the Dividend Bank details field as mentioned
in instruction (iv).
vii. After entering these details appropriately, click on “SUBMIT” tab.
viii. Members holding shares in physical form will then directly reach the Company selection screen. However, members
holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily
enter their login password in the new password field. Kindly note that this password is to be also used by the demat
holders for voting for resolutions of any other Company on which they are eligible to vote, provided that Company
opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other
person and take utmost care to keep your password confidential.
ix. ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions
contained in this Notice.
x. Click on the EVSN for the Bilcare Limited on which you choose to vote.
xi. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for
voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option
NO implies that you dissent to the Resolution.
xii. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
xiii. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed.
If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify
your vote.
xiv. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
xv. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
xvi. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code
and click on Forgot Password & enter the details as prompted by the system.
xvii. Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The
m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the
app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by
the mobile app while voting on your mobile.
xviii. Note for Non – Individual Shareholders and Custodians
xix. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to
www.evotingindia.com and register themselves as Corporates.
xx. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.
evoting@cdslindia.com.
xxi. After receiving the login details a Compliance User should be created using the admin login and password. The
Compliance User would be able to link the account(s) for which they wish to vote on.
xxii. The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of
the accounts they would be able to cast their vote.
xxiii. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the
Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
xxiv. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”)
and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.
evoting@cdslindia.com.
4
xxv. Since the Company is required to provide members the facility to cast their vote by electronic means, shareholders
of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date
of 20th December, 2019 and not casting their vote electronically, may only cast their vote at the Annual General
Meeting.
xxvi. The Scrutinizer shall after the conclusion of voting at the Annual General Meeting, will first count the votes cast
at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two
witnesses not in the employment of the Company and shall make, not later than 48 hours of the conclusion of the
Annual General Meeting, a Consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to
the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of
the voting forthwith.
xxvii. The voting rights of shareholders shall be in proportion to their shares of the paid equity capital of the Company
as on 20th December, 2019.
xxviii. The results declared along with the Scrutinizers’ Report shall be placed on the Company’s website www.bilcare.
com and on the website of CDSL immediately after the declaration of result by the Chairman or a person authorized
by him in writing. The results shall also be immediately forwarded to the Stock Exchange.
23. Relevant documents referred to in the accompanying Notice and the Statement are open for inspection by the members at the
Registered Office of the Company on all working days, except Saturdays, during business hours up to the date of the Meeting.
Notice of the Annual General Meeting and the Annual Report are available on the website of the Company at www.bilcare.com
Address of the Registrar and Transfer Agents:

Link Intime India Pvt. Ltd.,
Block No. 202, 2nd Floor,
Akshay Complex Off Dhole Patil Road,
Pune-411 001, India
Telefax: +91-20–26163503
E-mail: pune@linkintime.co.in

EXPLANATORY STATEMENT
As required by Section 102 of the Companies Act, 2013, the following Explanatory Statement sets out material facts relating
to the business under items 3 to 6 of the accompanying Notice dated 11th November 2019.
Item Nos. 3 and 4
Based on recommendation of Nomination and Remuneration Committee, the Board of Directors appointed:
a) Mr. Rajesh Devene [DIN 05320201] as an Additional Director of the Company and also as an Independent Director,
not liable to retire by rotation, for a term of 5 years i.e. from April 22, 2019 to April 21, 2024 & b) Ms. Madhuri Vaidya
[DIN 08483512] as an Additional Director of the Company and also as an Independent Director, not liable to retire by rotation,
for a term of 5 years i.e. from June 15, 2019 to June 14th, 2024, subject to approval of the Members Of the company
Pursuant to the provisions of Section 161(1) of the Act each of these Directors shall hold office up to the date of ensuing
Annual General Meeting (“AGM”) and are eligible to be appointed as Directors. The Company has, in terms of Section 160(1)
of the Act, received in writing notice(s) from Member(s), proposing their candidature for the office of Directors.
The Company has received declarations from Mr. Rajesh Devene and Ms. Madhuri Vaidya to the effect that they meet the
criteria of independence as provided in Section 149(6) of the Act read with the Rules framed thereunder and Regulation 16(1)
(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are
not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their
ability to discharge their duties.
In the opinion of the Board, each of these Directors fulfil the conditions specified in the Act, Rules and SEBI Listing Regulations
for appointment as Independent Director and they are independent of the management of the Company. The terms and
conditions of their appointment shall be open for inspection by the Members at the Registered Office of the Company during
the normal business hours on any working day (except Saturday) and will also be kept open at the venue of the AGM till the
conclusion of the AGM.
None of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested, financially
or otherwise, in the Resolutions set out at Item Nos. 3 and 4 of this Notice. In the opinion, The Board recommends the passing
of the Resolutions as set out under Item Nos. 3 and 4 of the Notice for approval by the members of the Company.
Item No. 5
At the 30th Annual General Meeting of the Company held on 29th September, 2017, the shareholders had appointed Mr.
Surendranath D. Gupte (DIN: 07731748) as an Independent Director of the Company, for a term of 5 (five) years, from 13th
February,2017 to 12th February, 2022.
5
Pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, no
listed entity, shall appoint a person or continue the directorship of any person as a Non-Executive Director who has attained
the age of seventy-five years unless a Special Resolution is passed to that effect. Accordingly, approval of the Shareholders is
sought for continuation of the remaining term of Mr. Surendranath D. Gupte , as a Non-Executive Independent Director of the
Company, i.e., up to 12th February, 2022, not being liable to retire by rotation.
The Board of Directors considers that with his rich experience and vast knowledge, Mr. Gupte’s continued association with the
Board will be valuable to the Company.
None of the Directors or Key Managerial Personnel of the Company and their relatives other than Mr. Gupte is concerned
or interested, financially or otherwise, in the Resolution set out at Item No. 5 of this Notice. In the opinion, The Board
recommends the passing of the Resolution as set out under Item No. 5 of the Notice for approval by the members of the
Company.
Item No. 6
The Board of Directors, on the recommendation of the Audit Committee, has approved at their Meeting held on 12th August,
2019, the appointment and remuneration of M/s. Parkhi Limaye & Co., Cost Accountants (Firm Registration No: 000191), as
the Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year ending 31st March, 2020 at
a remuneration of ` 150,000/- plus applicable taxes.
In accordance with the provisions of Section 148 of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules,
2014, and the Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or re-enactment
thereof, for the time being in force), the remuneration payable to the Cost Auditors has to be ratified by the Members of the
Company.
Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out under Item No. 6 of the Notice
for ratification of the remuneration payable to the Cost Auditors for the financial year ending 31st March, 2020.
None of the Directors, Key Managerial Personnel, and their relative is concerned or interested, financially or otherwise, in the
aforesaid Resolution. The Board recommends the passing of the Resolution as set out under Item No. 6 of the Notice for
approval by the members of the Company.
(To be read with Item no. 3, 4 & 5 of the Notice)
DETAILS OF DIRECTOR(S) SEEKING RE-APPOINTMENT / CONTINUATION OF DIRECTORSHIP IN THE ENSUING ANNUAL

GENERAL MEETING.
[[Pursuant to Regulations 26(4) and 36(3) of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 on General Meetings]
Name of the Director Mr. Surendranath D. Gupte Mr. Rajesh S. Devene Ms. Madhuri R. Vaidya
Director Identification 07731748 05320201 08483512
No.(DIN)
Date of Birth 13th September 1938 20th April 1970 31 July 1959
Age 81 Years 49 Years 60 Years
Date of first appointment 13th February 2017 22nd -April-2019 15th -June-2019
Terms & conditions of re- As mentioned in the respective resolutions and explanatory statement.
appointment/ continuation
of Directorship
Qualification Post graduate in Marine Mechanical Engineer Bachelor of Commerce and Law.
Zoology
Experience / Expertise in He has more than five A Mechanical Engineer who She has more than three decades of
functional field and brief decades of vast experience in brings over two decades experience as Practicing Advocate in
resume the Pharma sector globally. of versatile experience in civil courts, Debt Recovery Appellate
His core areas are marketing, Manufacturing Industry, Tribunal and Consumer Courts.
product development, along with a decade of
product management and overseas experience.
cost measures.
No. of Shares held in the 300 NIL NIL
Company
No. of Board Meetings 9 NA NA
attended during the
financial year 2018-19
6
Remuneration sought to be 2,60,000/- (*) (*)
paid / last drawn (including
(Two lakhs Sixty Thousand
sitting fees, if any) Rupees Only)
Other Directorships None a) BB Paper Recycling None
Company Private limited
b) Hightech Industry And
Logistic Park Private Limited
c) Eventus Holding Private
Limited
Chairmanship / Membership None None None
of Committees of other
Companies
Relationship with other None None None
Directors, Manager and Key
Managerial Personnel
* Independent Directors are entitled to sitting fees only.
7
ATTENDANCE SLIP
Sr No:
Registered Folio No./ DP ID & Client
Name and address of the Member(s)
Joint Holder 1
Joint Holder 2
No. of Shares
I/We record my/our presence at the `32nd Annual General Meeting' of the Company to be held on Thursday, 26th December
2019 at 11.00 a.m. at the Registered Office of the Company at 1028, Shiroli, Rajgurunagar, Pune - 410 505.
Member's/ Proxy's name in Block letters
Member's/ Proxy's Signature Member's/ Proxy's Signature
Note: Please fill in the name and sign this Attendance Slip and deposit the same with the Company Officials at the venue of the
Meeting.
ELECTRONIC VOTING PARTICULARS

EVSN *Sequence No. 191122004
(Electronic Voting Sequence Number)
(to be generated)
* Only Members who have not updated their PAN with the Company/ Depository Participant shall use sequence no. in the PAN
field.
Notes :
1. Please read the instructions printed under the Notes to the Notice of the 32nd Annual General Meeting of the Company to
be held on Thursday, 26th December 2019 at 11.00 a.m.
2. The remote e-Voting period starts from 9.00 a.m. IST on Monday, 23 December 2019 and ends at 5.00 p.m. IST on
Wednes day, 25 December 2019. The Voting module shall be disabled by Central Depository Services (India) Limited (CDSL)
for voting thereafter.
8
Form No. MGT-11
Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
CIN: L28939PN1987PLC043953
Name of the Company: Bilcare Limited
Registered Office: 1028, Shiroli, Rajgurunagar, Pune - 410 505
Name of the Member(s)
Registered Address
Email ID
DP ID & Client ID / Folio No.
I/We, being the member (s) of ……..........................……. shares of the above named company, hereby appoint
1) of having e-mail id or failing him
2) of having e-mail id or failing him
3) of having e-mail id
and whose signatures are appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/
our behalf at the Thirty Second Annual General Meeting of the Company, to be held on Thursday, the 26th day of
December, 2019 At 11.00 a.m. at the Registered Office of the Company at 1028, Shiroli, Rajgurunagar, Pune - 410
505 and at any adjournment thereof in respect of such resolutions as are indicated below:
Item No Description For * Against*
Receive, consider and adopt the audited Financial Statements of the Company together with
1.
the reports of Board of Directors and the Auditors thereon for Financial Year 2018-19.
Re-appointment of Mrs. Nutan M. Bhandari [DIN 02198203], who retires by rotation and
2.
did not offer herself for re-appointment, Vacancy not to be filled.
Appointment of Mr. Rajesh S. Devene (DIN 05320201) as an Independent Director of the
3.
Company.
4. Appointment of Ms. Madhuri R. Vaidya (08483512) as an Independent Director of the Company.
Approve continuation of directorship of Mr. Surendranath D. Gupte (DIN 07731748) as an
5.
Independent Director of the Company.
6 Ratification of Remuneration of Cost Auditor for Financial year ending 31st March 2020.
Signed this day of 2019.

Affix
Revenue
Stamp
Signature of first proxy holder Signature of second proxy holder Signature of third proxy holder
Note:
1. Please put ‘x’ in the appropriate column against the respective resolutions. If you leave the ‘For’ or ‘Against’
column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks
appropriate.
2. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the
Company, not less than 48 hours before the commencement of the Meeting.

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Annual Report 2018-2019

Bilcare Annual Report 2019_Corrections_28Nov19.indd 1 12/2/2019 4:51:20 PM

Proactive and swift action are our mantras

Our constant approach at all levels is to seek better ways

We are motivated by our customers’ success and happiness

Bilcare Annual Report 2019_Corrections_28Nov19.indd 2 12/2/2019 4:51:20 PM

Management Discussion and Analysis 19

Standalone Financial Statements 31

Consolidated Financial Statements 73

Bilcare Annual Report 2019_Corrections_28Nov19.indd 1 12/2/2019 4:51:20 PM

Chief Financial Officer

Registered Office and Works

Registrar and Transfer Agents

Bilcare Annual Report 2019_Corrections_28Nov19.indd 2 12/2/2019 4:51:20 PM

To Directors & Key Managerial Personnel

Bilcare Annual Report 2019_Corrections_28Nov19.indd 3 12/2/2019 4:51:20 PM

Bilcare Annual Report 2019_Corrections_28Nov19.indd 4 12/2/2019 4:51:20 PM

Bilcare Annual Report 2019_Corrections_28Nov19.indd 5 12/2/2019 4:51:20 PM

During the financial year, the Company filed 2 new patent

Particulars Rs. in Crores Material Changes Post Balance Sheet

Foreign exchange outgo 11.75

Bilcare Annual Report 2019_Corrections_28Nov19.indd 6 12/2/2019 4:51:20 PM

The Company has been through a restructuring phase

Bilcare Annual Report 2019_Corrections_28Nov19.indd 7 12/2/2019 4:51:20 PM

Disclosure under the Sexual Harassment of

In terms of provisions of the Sexual Harassment of Women

Your Directors state that during the year under review,

All other stakeholders

We thank our domestic and international customers,

Bilcare Annual Report 2019_Corrections_28Nov19.indd 8 12/2/2019 4:51:20 PM

Composition of the Board Number of Board Meetings

Bilcare Annual Report 2019_Corrections_28Nov19.indd 9 12/2/2019 4:51:20 PM

Information supplied to the Board Code of Conduct

Bilcare Annual Report 2019_Corrections_28Nov19.indd 10 12/2/2019 4:51:20 PM

The Audit Committee assists the Board in discharging of Name of

Bilcare Annual Report 2019_Corrections_28Nov19.indd 11 12/2/2019 4:51:21 PM

• Fixing & reviewing the remuneration of the senior Terms of reference:

During the year in review, there was no meeting of

Performance Evaluation Criteria for Independent Held Attended

Directors: Mr. Avinash Independent

Bilcare Annual Report 2019_Corrections_28Nov19.indd 12 12/2/2019 4:51:21 PM

Bilcare Annual Report 2019_Corrections_28Nov19.indd 13 12/2/2019 4:51:21 PM

Means of Communication The Company is registered in the State of Maharashtra,

Bilcare Annual Report 2019_Corrections_28Nov19.indd 14 12/2/2019 4:51:21 PM

• 14th November, 2018 : Half yearly

Shareholding Number of Number of Shareholding

Book Closure 16,895 23,545,231 100.00

The books will be closed from 18th December, 2019 to

Distribution of shareholding as on 31 March 2019

Total 23,545,231 100 Stock Code

Bilcare Annual Report 2019_Corrections_28Nov19.indd 15 12/2/2019 4:51:21 PM

October-18 34.95 28.55 36,616.64 33,291.58

November-18 40.00 30.55 36,389.22 34,303.38

December-18 35.90 29.00 36,554.99 34,426.29

January-19 34.95 27.50 36,701.03 35,375.51

February-19 30.20 25.00 37,172.18 35,287.16

March-19 31.00 25.30 38,748.54 35,926.94

Dematerialization of Shares and Liquidity

The equity shares of Bilcare Limited are under compulsory