Alfred Herbert Annual Report 2018

ALfREd HERBERT (iNdiA) LTd.
ANNUAL REPORT
2017– 2018
BOARd Of diREcTORs
mr. a.v. lodha– chairman
mr. h.v. lodha
mr. r.C. tapuriah
mr. s.s. Jain
mrs. s. lodha
mrs. a. bhandari
cEO
mr. v. matta
cfO & cOmPANy sEcRETARy

mrs. s. sethi
AUdiTORs
alps & Co.
ANNUAL REPORT Chartered accountants
2017– 2018
REgisTEREd OfficE
herbert house
13/3, strand road, Kolkata–700 001
telephones : 2226 8619/2264 0106
Content
fax : (91) 033 2229 9124
notiCe 03 e–mail : [email protected]
Cin : l74999wb1919plC003516
DireCtors’ report 07
mUmBAi OfficE
Corporate GovernanCe 19
Kaiser–i–hind building, sprott road
auDitors’ report 23 ballard eastate, post box 110
mumbai : 400 038
balanCe sheet 28 telephones : 2261 9981 (3 lines)
fax : (91) 022 22619983
statement of profit & loss 29
e–mail : [email protected]
Cash flow statement 30
ALfREd HERBERT LimiTEd
notes to the balanCe sheet
whitefield road, post box 4805
anD statement of profit & loss 31 mahadevapura p.o.
bangalore–560048
ConsoliDateD balanCe sheet 44
telephones : (91) 080 2845 2263 (4 lines)
ConsoliDateD statement of fax : (91) 080 2845 3023
profit & loss 45 e–mail : [email protected]
1
NOTicE shares held in electronic form, the dividend will
notiCe is herebY Given that the 98th annual be paid on the basis of beneficial ownership as
General meetinG of alfreD herbert(inDia) per details furnished by the depositories for this
limiteD will be held at bengal national Chamber purpose. Dividend on equity shares, if declared at
of Commerce & industry auditorium, at 23, sir r n the meeting will be paid/dispatched on and from
mukherjee road, Kolkata – 700 001 on friday, 27th July 28th July 2018.
2018 at 10.30 a.m. to transact the following business: 5. a person can act as proxy on behalf of members
ORdiNARy BUsiNEss: not exceeding fifty (50) and holding in the
aggregate not more than ten percent of the total
1. to receive, consider and adopt the financial share capital of the Company. a member holding
statements of the Company for the year ended more than 10 percent of the total share capital of
31st march, 2018 including audited balance sheet the company carrying voting rights may appoint a
as at 31st march, 2018 and the statement of profit single person as proxy and such person shall not
and loss for the year ended on that date and the act as a proxy for any other person or shareholder.
reports of the board of Directors and auditors
6. members holding shares in electronic form are
thereon.
hereby informed that bank particulars registered
2. to declare a dividend on equity shares. against their respective depository accounts will
3. to appoint a director in place of mr. h. v. lodha be used by the Company for payment of dividend.
(Din 00394094), who retires by rotation and being the Company or its registrars cannot act on
eligible offers himself for re–appointment. any request received directly from the members
holding shares in electronic form for any change of
by order of the board of Directors
bank particulars or bank mandates. such changes
for alfred herbert (india) limited are to be advised only to the Depository participant
shobhana sethi of the members. members holding shares in
Date : 30th may 2018 Chief financial officer physical form and desirous of either registering
place: Kolkata & Company secretary bank particulars or changing bank particulars
NOTEs already registered against their respective folios
for payment of dividend are requested to write to
1. the register of members and the share transfer the Company’s registrar.
books of the Company will remain closed from
19th July 2018 to 27th July, 2018 (both days 7. pursuant to the provisions of section 124 of the
inclusive) for annual closing and determining the Companies act, 2013, the amount of dividend
entitlement of the shareholders to the dividend for remaining unpaid or unclaimed for a period
2017–18. of seven years from the due date is required to
be transferred to the investor education and
2. a statement giving the relevant details of the protection fund (iepf), constituted by the Central
Director seeking re–appointment under items 3 Government. the Company had accordingly,
of the accompanying notice as required under transferred rs. 64,422/– being the unpaid and
sub–clause 3 of regulation 36 of the sebi unclaimed dividend amount pertaining to
(listing obligations and Disclosure requirements) Dividend of 2009–2010 on 30th august 2017 to
regulations, 2015, is annexed hereto. the investor education and protection fund of the
3. a member entitled to attend and vote at the Central Government.
meeting is entitled to appoint a proxy/proxies to 8. pursuant to the provisions of investor education
attend and vote instead of himself/herself. such and protection fund (uploading of information
a proxy /proxies need not be a member of the regarding unpaid and unclaimed amounts lying
Company. the instrument of proxy in order to with companies) rules, 2012, the Company has
be before effective, should be deposited at the uploaded the details of unpaid and unclaimed
registered office of the Company, duly completed amounts lying with the Company as on 28th July
and signed, not less than 48 hours before the 2017 (date of the last annual General meeting) on
commencement of the meeting. a proxy form is the website of the Company www.alfredherbert.
sent herewith. proxies submitted on behalf of the co.in), as also on the website of the ministry of
companies, societies etc., must be supported by Corporate affairs (www.mca.gov.in)
an appropriate resolution/authority, as applicable.
9. members who have not yet encashed their
4. Dividend on equity shares when sanctioned dividend warrants for the financial year ended
will be made payable to those shareholders 31st march 2011 may approach the Company for
whose name stand on the Company’s register revalidation of the dividend warrants before end
of members as on 18th July 2018. in respect of of 14th august 2018.
3
10. the securities and exchange board of india (sebi) The instructions for shareholders voting
has mandated the submission of permanent electronically are as under:
account number (pan) by every participant in (i) the voting period begins on 24th July 2018 at 10
securities market . members holding shares in a.m. and ends on 26th July 2018 at 5 p.m. During
electronic form are requested to submit the pan this period shareholders’ of the Company, holding
to their Depository participants with whom they shares either in physical form or in dematerialized
are maintaining their demat accounts. members form, as on the cut–off date 20th July 2018, may
holding shares in physical form can submit their cast their vote electronically. the e–voting module
pan details to the Company’s registrar. shall be disabled by CDsl for voting thereafter.
11. all documents referred to in the accompanying (ii) the shareholders who have already voted prior to
notice and the explanatory statement shall be the meeting date would not be entitled to vote at
open for inspection at the registered office of the the meeting venue.
Company at 13/3, strand road, Kolkata 700001 (iii) the shareholders should log on to the e–voting
and its office at 1 Kyd street, flat no. 37, Kolkata website www.evotingindia.com
700016 during normal business hours (10.00 a.m. (iv) Click on shareholders.
to 3.00 p.m.) on all working days except saturdays, (v) now enter your user iD
up to and including the date of the annual General a. for CDsl: 16 digits beneficiary iD,
meeting of the Company.
b. for nsDl: 8 Character Dp iD followed by 8
12. voting through electronic means Digits Client iD,
i. in compliance with provisions of section c. members holding shares in physical form
108 of the Companies act, 2013 and rule should enter folio number registered with the
20 of the Companies (management and Company.
administration) rules, 2014, the Company is (vi) next enter the image verification as displayed and
pleased to provide members facility to exercise Click on login.
their right to vote at the 98th annual General (vii) if you are holding shares in demat form and had
meeting (aGm) by electronic means and the logged on to www.evotingindia.com and voted
business may be transacted through e–voting on an earlier voting of any company, then your
services provided by Central Depository existing password is to be used.
services (india) limited (CDsl). (viii) if you are a first time user follow the steps given
ii. the board of Directors of the Company below:
has appointed mr. abhijeet Jain, practicing for members holding shares in Demat form and
Company secretary (membership no. fCs – physical form
4975) and proprietor of m/s. a J & associates, pan enter your 10 digit alpha–numeric *pan issued
Company secretaries as scrutinizer to by income tax Department (applicable for
scrutinize the e–voting process in a fair and both demat shareholders as well as physical
transparent manner and he has communicated shareholders)
his willingness to be appointed and will be l members who have not updated their pan
available for the same purpose. with the Company / Depository participant
are requested to use the first two letters of
iii. voting rights shall be reckoned on the paid– their name and the 8 digits of the sequence
up value of shares registered in the name of number in the pan field.
the member / beneficial owner (in case of
l in case the sequence number is less than
electronic shareholding) as on the cut–off 8 digits enter the applicable number of
date i.e. 20th July 2018. 0’s before the number after the first two
iv. the scrutinizer, after scrutinizing the votes characters of the name in Capital letters. eg.
cast at the meeting and through e–voting, if your name is ramesh Kumar with sequence
will, not later than two days of conclusion number 1 then enter ra00000001 in the pan
of the meeting, make a consolidated field.
scrutinizer’s report and submit the same to Dividend enter the Dividend bank Details or Date of
the Chairman. the results declared along with bank birth (in dd/mm/yyyy format) as recorded
the consolidated scrutinizer’s report shall Details in your demat account or in the company records
be placed on the website of the Company in order to login.
www.alfredherbert.co.in and on the website l if both the details are not recorded with the
of CDsl. the results shall simultaneously be Depository of Company please enter the
communicated to the stock exchange. member id/folio number in the Dividend bank
details field as mentioned in instruction (iv)
4
(ix) after entering these details appropriately, click on (xix) shareholders can also cast their vote using CDsl’s
“submit” tab. mobile app m–voting available for android based
(x) members holding shares in physical form will mobiles. the m–voting app can be downloaded
then directly reach the Company selection screen. from Google play store. apple and windows
however, members holding shares in demat form phone users can download the app from the app
will now reach ‘password Creation’ menu wherein store and the windows phone store respectively
they are required to mandatorily enter their login on or after 30th June 2018. please follow the
password in the new password field. Kindly note instructions as prompted by the mobile app while
that this password is to be also used by the voting on your mobiles.
demat holders for voting for resolutions of any (xx) note for non–individual shareholders and
other company on which they are eligible to vote, Custodians
provided that company opts for e–voting through * non–individual shareholders (i.e. other than
CDsl platform. it is strongly recommended not individuals, huf, nri etc.) and Custodian are
to share your password with any other person required to log on to www.evotingindia.com and
and take utmost care to keep your password register themselves as Corporates.
confidential.
*a scanned copy of the registration form bearing the
(xi) for members holding shares in physical form, stamp and sign of the entity should be emailed to
the details can be used only for e–voting on the [email protected]
resolutions contained in this notice.
* after receiving the login details a Compliance user
(xii) Click on the evsn for the relevant Company should be created using the admin login and
name, i.e. “alfreD herbert (inDia) limiteD” on password. the Compliance user would be able to
which you choose to vote. link the account(s) for which they wish to vote on
(xiii) on the voting page, you will see “resolution * the list of accounts linked in the login should be
DesCription” and against the same the option mailed to [email protected] and
“Yes/no” for voting. select the option Yes or no on approval of the accounts they would be able
as desired. the option Yes implies that you assent to cast their vote.
to the resolution and option no implies that you
* a scanned copy of the board resolution and power of
dissent to the resolution.
attorney (poa) which they have issued in favour
(xiv) Click on the “resolutions file linK” if you wish of the Custodian, if any, should be uploaded in
to view the entire resolution details. pDf format in the system for the scrutinizer to
(xv) after selecting the resolution you have decided verify the same.
to vote on, click on “submit”. a confirmation (xxi) in case you have any queries or issues regarding
box will be displayed. if you wish to confirm your e–voting, you may refer the frequently asked
vote, click on “oK”, else to change your vote, click Questions (“faQs”) and e–voting manual
on “CanCel” and accordingly modify your vote. available at www.evotingindia.com under help
(xvi) once you “Confirm” your vote on the resolution, section or write an email to helpdesk.evoting@
you will not be allowed to modify your vote. cdslindia.com
(xvii) You can also take out print of the voting done by
you by clicking on “Click here to print” option on
the voting page. by order of the board of Directors
(xviii) if Demat account holder has forgotten the login for alfred herbert (india) limited
password then enter the user iD and the image shobhana sethi
verification code and click on forgot password & Date : 30th may 2018 Chief financial officer
enter the details as prompted by the system. place: Kolkata & Company secretary
5
ANNEXURE TO iTEm NO.3 Of THE NOTicE

Details of Director seeking re–appointment / appointment at the forthcoming annual General meeting
(in pursuance of sub–clause 3 of regulation 36 of the sebi (listing obligations and Disclosure requirements)
regulations, 2015 of the listing agreement (as on 31st march 2018)
Name of Director harsh vardhan lodha
Director identification Number (DIN) 00394094
Date of Birth 13th february 1967
Nationality indian
Date of Appointment on Board 20th september 1990
Qualification Chartered accountant
Expertise he has over 32 years of experience and has been involved in and handled several advisory
assignments in the fields of audit, international takeovers and financing Domestic
financing, project structuring, Capital mobilization, Joint ventures/ Collaborations,
mergers/reconstructions and rehabilitation etc.
he is Chairman of birla Corporation limited, universal Cables limited, birla Cable ltd.
vindhya telelinka ltd. birla furukawa fibre optics pvt. ltd and hindustan Gum & Chemicals
limited. he also serves on the board of other companies.
he is trustee and managing Committee member of several philanthropic institutions
including bombay hospital, belle vue Clinic, south point education society,priyamvada
birla aravind eye hospital, m.p. birla institute of fundamental research, etc.
he has also served on the executive Committee of fiCCi, the managing Committee of
assocham and as the vice president of indian Chambers of Commerce.
Shareholding in AHIL 35040 equity shares
List of Directorships held in other birla Corporation ltd.
Companies birla Cable ltd.
hindustan Gum & Chemicals limited
J.K. fenner (india) ltd.
punjab produce holdings ltd.
universal Cables ltd.
vindhya telelinks limited
baroda agents & trading Co. pvt. ltd.
birla furukawa fibre optics pvt. ltd.
east india investment Co.pvt. ltd.
Gwalior webbing Co. pvt. ltd.
mazbat investments pvt ltd.
mazbat properties pvt. ltd.
oneworld resources pvt. ltd.
reliance Cement Co. pvt. ltd.
swiss india financial services Co. pvt. ltd.
the punjab produce & trading Co. pvt. ltd.
Memberships/Chairmanships of Chairman:
Committees Across Public Companies stakeholders relationship Committee birla Corporation ltd.
Corporate Social Responsibility Committee:
birla Corporation ltd.
hindustan Gum & Chemicals ltd.
universal Cables ltd.
Member:
Committee of Directors
Nomination & Remuneration Committee :
Audit Committee :
baroda agents & trading Co. pvt. ltd.
Gwalior webbing Co. pvt. ltd.
Relationship between Directors inter–se brother of mr. a v lodha and brother–in–law of ms. simika lodha
6
diREcTORs’ REPORT led to significant challenges necessitating a deep review and
Your Directors have pleasure in presenting the ninety–eighth examination of the way forward. Given this, in compliance with
annual report together with the audited accounts of your the prudential guidelines issued by the reserve bank of india a
Company for the year ended 31st march 2018. provision of 10% of the total amount outstanding was made
during the year.
fiNANciAL REsULTs
diREcTORs
the financial results are as under:
pursuant to the provisions of the Companies act, 2013, mr. h.v
31st March 31st march
lodha, Director, retires by rotation and being eligible, offers
2018 2017
himself for re–appointment.
Rs. rs.
all independent Directors have given declaration that they meet
profit before tax and
the criteria of independence as laid down under section149(6)
exceptional items 10,589, 247 4,414,233
of the Companies act, 2013 and regulation 25 of sebi (listing
exceptional items – 209,082,157 obligations & Disclosure requirements) regulations, 2015.
provision for tax sHARE cAPiTAL
(including deferred tax) (1,300,388) 44,819,792
the paid –up equity share capital of the Company as on 31st
excess tax provision march 2018 was rs.77.14 lakhs. During the year under review,
written back (7,739) – the Company has not issued shares with differential voting
profit after tax 11,897,374 168,676, 598 rights nor granted stock options nor sweat equity.
surplus from earlier years dEPOsiTs
brought forward 140,639,012 46,150,020 the Company had discontinued its fixed deposit scheme in the
amount available for financial year 2000–2001.
appropriation 152,536,386 214,826,618 PARTicULARs Of LOANs, gUARANTEEs OR iNVEsTmENTs
appropriations: the provisions of section 186 of the Companies act, 2013
Dividend for 2016–17 1,542,858 – pertaining to investments, loans and Guarantees is not
Corporate Dividend tax for 2016–17 314,090 – applicable to the Company since the Company is a non–banking
General reserve 1,000,000 40,437,606 financial Company.
special reserve 2,400,000 33,750,000 sTATUTORy AUdiTORs
5,256, 948 74.187,606 m/s. alps & Co. Chartered accountants (firm registration no.
frn 313132e ) existing auditors of the Company were appointed
surplus carried to balance sheet 147,279,438 140,639,012 for a period of 5(five) years by the members of the Company in
152,536, 386 214,826,618 the 97th annual General meeting held on 28th July 2017. by
diVidENd virtue of the amendment made in the Companies (amendment)
Your Directors take pleasure in recommending for approval the act, 2017, the Company is not required to place before the
payment of Dividend of rs.2.50 (per share) for the year ended annual General meeting the matter pertaining to ratification of
31st march 2018. appointment of auditors.
fiNANciAL PERfORmANcE sEcRETARiAL AUdiT
the Company’s performance was satisfactory during the year. pursuant to the provisions of section 204 of the Companies act,
the Company’s gross income for the financial year ended 31st 2013 and the Companies (appointment and remuneration of
march 2018 stood at rs.265.37 lakhs as against rs.206.69 managerial personnel) rules, 2014, the Company has appointed
lakhs in 2016–17. profit before tax stood at rs.105.89 lakhs messrs priyanka tibrewal, Company secretaries in practice to
in 2017–18.as against rs. 44.14 lakhs profit before tax and undertake the secretarial audit of the Company. the report of
exceptional items in 2016–17. profit after tax of the Company the secretarial audit is annexed herewith as “annexure a “
stood at rs.118.97 lakhs. the performance of the Company’s cORPORATE gOVERNANcE
non–current investments was also satisfactory. the Company has complied with the Corporate Governance
the Company is developing its property in Kolkata where the code as stipulated under the listing agreement with the stock
work is progressing but with multiple sanctions involved with exchange. a separate section on Corporate Governance, along
regard to the sanctions of some incremental area in the said with Certificate from the auditors confirming the compliance, is
project on account of the proposed project being a green annexed and forms part of the annual report.
building the completion of the building has been delayed and sUBsidiARy cOmPANiEs
should be completed in another 15–18 months from the time all in accordance with the General Circular issued by the ministry
sanctions are received. of Corporate affairs, Government of india, the balance sheet,
the performance of the Company’s wholly owned subsidiary statement of profit & loss and other documents of the
alfred herbert limited was disappointing and unsatisfactory. subsidiary Companies are not being attached with the balance
Despite supporting alfred herbert limited significantly including sheet of the Company. however, the financial information of
providing significant financial support over the years in the form the subsidiary Companies is disclosed in the annual report in
of loans the Company performed poorly. lower selling prices compliance with the said circular. the consolidated financial
due to aggressive competition coupled with sharp increases statements presented by the Company include financial results
in input costs, a shift in the markets to radial tyre machinery of its subsidiary Companies, alfred herbert limited and herbert
and less than optimum productivity with high fixed costs have holdings limited.
7
mEETiNgs Of THE BOARd RELATEd PARTy TRANsAcTiONs

During the year 4 meetings of the board of Directors and 1 all related party transactions that were entered into during
meeting of independent Directors were convened and held. the financial year were in the ordinary course of business.
4 meetings of audit Committee, 2 meetings of stakeholders none of the Directors has any direct pecuniary relationships or
relationship Committee and 1 meeting of nomination and transactions vis–à–vis the Company.
remuneration Committee were also held, the details of which
sigNificANT & mATERiAL ORdERs PAssEd By THE
are given in the Corporate Governance report. the intervening
REgULATORs OR cOURTs
gap between the meetings was within the period prescribed
under the Companies act, 2013. there are no significant material orders passed by the regulators/
BUsiNEss RisK mANAgEmENT Courts which would impact the going concern status of the
Company and its future operations.
the main identified risks at the Company are Commercial
risks, financial risks, operational risks and legal & regulatory EXTRAcT Of ANNUAL RETURN
risks. Your Company has established a comprehensive risk the details forming part of the extract of the annual return in
management system to ensure that risk to the Company’s form no. mGt– 9 is annexed herewith as “annexure b“.
continued existence as a going concern and to its development diREcTORs’ REsPONsiBiLiTy sTATEmENT
are identified and addressed on timely basis. risk management as stipulated in section 134(3) (C) of the Companies act,
strategy as approved by the board of Directors is implemented 2013, your Directors subscribe to the “Directors’ responsibility
by the Company management. statement” and confirm as under:
mANAgERiAL REmUNERATiON
a) that in the preparation of the annual financial statements
During the year, the Company paid an aggregate sum of rs.17.08 for the year ended 31st march 2018, the applicable
lakhs to Key managerial personnel, mr. r radhakrishnan, Chief accounting standards have been followed along with
executive officer and Company secretary (from april 2017 to proper explanation relating to material departures, if any;
october 2017) and mr. v matta, Chief financial officer.
b) that such accounting policies as mentioned in note no.1of
mANAgERiAL PERsONNEL
the notes to the financial statements have been selected
mr. r. radhakrishnan resigned as Chief executive officer and and applied consistently and judgement and estimates
Company secretary with effect from 2nd november 2017. mr. have been made that are reasonable and prudent so as
v matta, was appointed as Chief executive officer with effect to give a true and fair view of the state of affairs of the
from 1st may 2018 and mrs. shobhana sethi was appointed as Company as at 31st march 2018 and of the profit of the
Chief financial officer & Company secretary with effect from 1st Company for the year ended on that date
may 2018.
c) that proper and sufficient care has been taken for
VigiL mEcHANism
the maintenance of adequate accounting records in
pursuant to the provisions of revised regulation 22 of sebi accordance with the provisions of the Companies act
(listing obligations & Disclosure requirements) regulations, 2013 for safeguarding the assets of the Company and for
2015 and section 166 (9)&(10) of the Companies act, 2013, preventing and detecting fraud and other irregularities;
the Company had established a vigil mechanism for Directors
and employees to report concerns of unethical behaviour, d) that the annual financial statements have been prepared
actual or suspected fraud or violation of the Company’s Code of on a going concern basis;
Conduct. e) that proper internal financial controls were in place
REmUNERATiON POLicy and that the financial controls were adequate and were
the board has, on the recommendation of the nomination & operating effectively;
remuneration Committee framed a policy for selection and f) that systems to ensure compliance with the provisions of
appointment of Directors, senior management and their all applicable laws were in place and were adequate and
remuneration. operating effectively.
BOARd EVALUATiON PARTicULARs REgARdiNg cONsERVATiON Of
pursuant to the provisions of the Companies act, 2013 and ENERgy, TEcHNOLOgy ABsORPTiON, REsEARcH ANd
regulation 4(f) and regulation17 of sebi (listing obligations dEVELOPmENT ANd fOREigN EXcHANgE EARNiNgs ANd
& Disclosure requirements) regulations, 2015, the board OUTgO
has carried out an annual performance evaluation of its own there were no foreign exchange earnings and expenditure during
performance, the Directors individually as well as the evaluation the year. the other particulars relating to Conservation of energy
of the working of its Committees. and technology absorption stipulated under section134(3m)
iNTERNAL fiNANciAL cONTROLs of the Companies act, 2013 read with rule 8 of Companies
pursuant to section 134(5) (e) of the Company’s act, 2013, (accounts) rules, 2014, are not applicable.
the Directors of the Company had laid down internal financial PERsONNEL
control policy assuring the orderly and efficient conduct of its Your Directors wish to place on record their appreciation for the
business, including adherence to Company’s policies, the safe services rendered by the employees of the Company during the
guarding of its assets, the prevention and detection of frauds year.
and errors, the accuracy and completeness of the accounting
on behalf of the board
records and timely preparation of reliable financial information.
iNTERNAL cONTROL sysTEms & THEiR AdEQUAcy a. v. lodha
the Company has an internal Control system commensurate Kolkata Chairman
with the size and scale of its operations. Date: 30th may 2018 (Din : 00036158)
8
fORm mR–3
sEcRETARiAL AUdiT REPORT
for the finanCial Year enDeD on 31st marCh, 2018
[pursuant to section 204(1) of the Companies act, 2013 and rule no. 9 of the Companies (appointment and
remuneration of managerial personnel) rules, 2014]
to,
the members
Alfred Herbert (India) Limited
i have conducted the secretarial audit of the compliance of applicable statutory provisions and adherence to
good corporate practices by alfred herbert (india) 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, 2018 complied with
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 31.03.2018 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 bye–laws framed there under;
(iv) foreign exchange management act, 1999 and the rules and regulations made there under to the extent of
foreign Direct investment, overseas Direct investment and external Commercial borrowings.– (not applicable
during the period under review);
(v) the regulations and Guidelines prescribed under the securities and exchange board of india act, 1992 (‘sebi
act’) viz.:–
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 (share based employee benefits) regulations, 2014 – (not
applicable to the Company during the period under review);
e. the securities and exchange board of india (issue and listing of Debt securities) regulations, 2008 – (not
applicable to the Company during the period under review);
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 – (not applicable
to the Company during the period under review);
h. the securities and exchange board of india (buyback of securities) regulations, 1998 – (not applicable
to the Company during the period under review);
i further report that having regard to the Compliance system prevailing in the company and on examination of the
relevant documents and records in pursuance thereof on, test check basis, the company has complied with the
following laws specifically applicable to the Company, as indentified by the management, that is to say:
a. reserve bank of india act, 1934 (section 45–1a) and directions thereon, viz.,
• Non Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.
• Non Banking Finance (Non– Deposit Accepting or Holding) companies Prudential norms (Reserve Bank)
Directons, 2007
b. prevention of money laundering act, 2002.
9
i further report that i have not commented on the compliance of various tax laws and accounting standards and
compliance of schedule iii in the preparation of financial statements as it is dealt separately by an appropriate
independent professional and forms part of the annual report.
i have also examined compliance with the applicable clauses of the following:
(i) secretarial standard (ss 1 & ss 2) issued by the institute of Company secretaries of india (iCsi);
(ii) the securities & exchange board of india (listing obligations & Disclosure requirements) regulations, 2015
for the listing agreement entered in to by the Company with bombay stock exchange (bse)
During the audit period, the Company has complied with the provisions of the act, rules, regulations, guidelines,
standards, etc. mentioned above..
i further report that
the board of Directors of the Company is duly constituted with proper balance of executive Directors, non–
executive Directors and independent Directors. the changes in the composition of the board of Directors that took
place during the period under review were carried out in compliance with the provisions of the act.
adequate notice is given to all directors to schedule the board meetings, agenda and detailed notes on agenda
were 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 meaningful participation at the meeting.
majority decision is carried through while the dissenting members’ views are captured and recorded, wherever
required, as part of the minutes. however, the resolutions in the board /Committee meetings as observed, were
unanimous and hence, no dissenting views have been recorded.
i further report that as per the explanation given to me and the representations made by the management, 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 law, rules, regulations and guidelines.
i further report that during the audit period, there are no specific events/actions which have the major bearing on
the company’s affairs.
CS PRIYANKA TIBREWAL
place: Kolkata fCs: 7893
Date: 30.05.2018 C. p. no.: 8843
‘Annexure A’
to,
the members
13/3, strand road,
Kolkata – 700 001
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 i followed
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, standard 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.
CS PRIYANKA TIBREWAL
place: Kolkata fCs: 7893
Date: 30.05.2018 C. p. no.: 8843
10
Annexure– ‘B’
fORm NO. mgT 9

EXTRAcT Of ANNUAL RETURN
as on financial year ended on 31.03.2018
Pursuant to section 92 (3) of the companies Act, 2013 and rule 12(1) of the company
(management & Administration ) Rules, 2014.
i REgisTRATiON & OTHER dETAiLs:
i Cin l74999wb1919plC003516
ii registration Date 2nD DeCember 1919
iii name of the Company alfreD herbert (inDia) limiteD
iv Category/sub–category of the Company CompanY havinG share Capital
v address of the registered office & contact details 13/3, stranD roaD, KolKata– 700001.
tel. no. 033–2226 8619, 033–2229 9124
vi whether listed company Yes
vii name , address & contact details of the registrar maheshwari DatamatiCs pvt. ltD.
& transfer agent, if any. 23, r. n. muKherJee roaD, KolKata– 700001.
tel. no. 033 2248 2248, 033–2243 5029
ii PRiNciPAL BUsiNEss AcTiViTiEs Of THE cOmPANy
all the business activities contributing 10% or more of the total turnover of the company shall be stated
sL No Name & description of main products/services Nic code of the Product /service % to total turnover of the company
1 non–banKinG finanCial aCtivities n–05.04665 Dt. 29.11.2001 56.25
2
3
4
iii PARTicULARs Of HOLdiNg, sUBsidiARy & AssOciATE cOmPANiEs

sl No Name & Address of the company ciN/gLN HOLdiNg/ sUBsidiARy/ % Of sHAREs APPLicABLE
AssOciATE HELd sEcTiON
1 alfreD herbert limiteD u32109wb1987plC043261 subsiDiarY 100 2(87)
2 herbert holDinGs limiteD u67120wb1987plC043328 subsiDiarY 100 2(87)
3
iV sHAREHOLdiNg PATTERN (Equity share capital Break up as % to total Equity)

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % change
during
Demat Physical Total % of Total Demat Physical Total % of Total
the year
Shares Shares
a. promoters
(1) Indian
a) individual/huf 263,755 – 263,755 34.1904 263,755 – 263,755 34.1904 –
b) Central Govt.or state Govt. – – – – – – – – –
c) bodies Corporates 38,270 – 38,270 4.9609 38,270 – 38,270 4.9609 –
d) bank/fi – – – – – – – – –
e) any other – – – – – – – – –
SUB TOTAL:(A) (1) 302,025 – 302,025 39.1513 302,025 – 302,025 39.1513 –
(2) Foreign
a) nri– individuals 258,619 – 258,619 33.5247 258,619 – 258,619 33.5247 –
b) other individuals – – – – – – – – –
c) bodies Corp. – – – – – – – – –
d) banks/fi – – – – – – – – –
e) any other… – – – – – – – – –
SUB TOTAL (A) (2) 258,619 – 258,619 33.5247 258,619 – 258,619 33.5247 –
Total Shareholding of Promoter 560,644 – 560,644 72.6760 560,644 – 560,644 72.6760 –
(A)= (A)(1)+(A)(2)
11
Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year % change
during
Demat Physical Total % of Total Demat Physical Total % of Total
the year
Shares Shares
B. PUBLIC SHAREHOLDING
(1) institutions
a) mutual funds – – – – – – – – –
b) banks/fi 30 60 90 0.0117 30 60 90 0.0117 –
c) Central Govt – – – – – – – – –
d) state Govt. – – – – – – – – –
e) venture Capital fund – – – – – – – – –
f) insurance Companies – – – – – – – – –
g) fiis – – – – – – – – –
h) foreign venture Capital funds – – – – – – – – –
i) others (specify) – – – – – – – – –
SUB TOTAL (B)(1): 30 60 90 0.0117 30 60 90 0.0117 –
(2) Non Institutions
a) bodies corporates
i) indian 4,366 1,155 5,521 0.7157 5,764 1,041 6,805 0.8821 0.1664
ii) overseas – – – – – – – – –
b) individuals
i) individual shareholders 111,201 73,562 184,763 23.9507 112,531 53,420 165,951 21.5122 (2.4386)
holding nominal share
capital upto rs.1 lakh
ii) individuals shareholders – – – – – – – – –
holding nominal share
capital in excess of rs.
1 lakh
c) others (specify)
i) trusts 90 – 90 0.0117 90 – 90 0.0117 –
ii) Clearing member 327 – 327 0.0424 1,046 – 1,046 0.1356 0.0932
iii) non resident individual 19,748 246 19,994 2.5918 19,144 225 19,369 2.5108 (0.0810)
iv) investor education and – – – – 17,434 – 17,434 2.2600 2.2600
protection fund authoriy
SUB TOTAL (B)(2): 135,732 74,963 210,695 27.3123 156,009 54,686 210,695 27.3123 –
Total Public Shareholding 135,762 75,023 210,785 27.3240 156,039 54,746 210,785 27.3240 –
(B)= (B)(1)+(B)(2)
C. Shares held by Custodian for – – – – – – – – –
GDRs & ADRs
Grand Total (A+B+C) 696,406 75,023 771,429 100.0000 716,683 54,746 771,429 100.0000 –
(ii) sHARE HOLdiNg Of PROmOTERs

Sl. Shareholders Name Shareholding at the Shareholding at the % change in
No. begginning of the year end of the year share holding
during the
No. of % of total % of shares No. of % of total % of shares
year
shares shares pledged shares shares pledged
of the encumbered of the encumbered
company to total shares company to total shares
1 aDitYa viKram loDha 38,043 4.9315 – 38,043 4.9315 – –
2 harsh varDhan loDha 35,040 4.5422 – 35,040 4.5422 – –
3 anamiKa loDha 220,576 28.5932 – 220,576 28.5932 – –
4 simiKa loDha 220,576 28.5932 – 220,576 28.5932 – –
5 aDitYa viKram loDha 8,133 1.0543 – 8,133 1.0543 – –
6 Jain inDustrial anD 38,270 4.9609 – 38,270 4.9609 – –
CommerCial serviCes pvt. ltD.
7 varDhaman loDha 6 0.0008 – 6 0.0008 – –
Total 560,644 72.6760 – 560,644 72.6760 – –
12
(iii) cHANgE iN PROmOTERs’ sHAREHOLdiNg (sPEcify if THERE is NO cHANgE)
Sl. No. Share holding at the beginning of the Year Cumulative Share holding during the year
No. of Shares % of total shares No. of Shares % of total shares
of the company of the company
THERE IS NO CHANGE IN THE TOTAL SHAREHOLDING OF PROMOTERS BETWEEN 01.04.2017 & 31.03.2018
(iv) shareholding Pattern of top ten shareholders (other than directors, Promoters & Holders of gdRs & AdRs)
Sl. No. Shareholding at the Cumulative Shareholding
end of the year during the year
For Each of the Top 10 Shareholders No. of shares % of total shares of No. of shares % of total shares of
the company the company
1 o p ChuGh
at the beginning of the year 1347 0.1746 1347 0.1746
at the end of the year 1347 0.1746
2 ashoK Kumar Damani
3 aJit aravinD prabhu
as on 09/06/2017 - transfer 100 0.0130 18074 2.3429
as on 07/07/2017 - transfer -774 -0.1003 17300 2.2426
as on 14/07/2017 - transfer -150 -0.0194 17150 2.2231
as on 11/08/2017 - transfer 195 0.0253 17345 2.2484
as on 08/09/2017 - transfer 100 0.0130 17445 2.2614
as on 22/09/2017 - transfer 44 0.0057 17489 2.2671
as on 24/11/2017 - transfer 100 0.0130 17589 2.2801
as on 12/01/2018 - transfer -289 -0.0375 17300 2.2426
as on 19/01/2018 - transfer 200 0.0259 17500 2.2685
as on 02/02/2018 - transfer 150 0.0194 17650 2.2880
as on 09/02/2018 - transfer 100 0.0130 17750 2.3009
as on 23/02/2018 - transfer 39 0.0051 17789 2.3060
as on 09/03/2018 - transfer 100 0.0130 17889 2.3189
4 shalini a prabhu
as on 07/04/2017 - transfer 21 0.0027 3364 0.4361
as on 14/04/2017 - transfer 61 0.0079 3425 0.4440
as on 28/04/2017 - transfer 55 0.0071 3480 0.4511
as on 19/05/2017 - transfer -34 -0.0044 3446 0.4467
as on 26/05/2017 - transfer 75 0.0097 3521 0.4564
as on 02/06/2017 - transfer 44 0.0057 3565 0.4621
as on 09/06/2017 - transfer -30 -0.0039 3535 0.4582
as on 16/06/2017 - transfer 81 0.0105 3616 0.4687
as on 23/06/2017 - transfer -11 -0.0014 3605 0.4673
as on 30/06/2017 - transfer 11 0.0014 3616 0.4687
as on 07/07/2017 - transfer -166 -0.0215 3450 0.4472
13

as on 21/07/2017 - transfer 13 0.0017 3463 0.4489
as on 28/07/2017 - transfer -80 -0.0104 3383 0.4385
as on 04/08/2017 - transfer 23 0.0030 3406 0.4415
as on 11/08/2017 - transfer 55 0.0071 3461 0.4486
as on 18/08/2017 - transfer 12 0.0016 3473 0.4502
as on 25/08/2017 - transfer 20 0.0026 3493 0.4528
as on 01/09/2017 - transfer 38 0.0049 3531 0.4577
as on 08/09/2017 - transfer -16 -0.0021 3515 0.4556
as on 15/09/2017 - transfer 30 0.0039 3545 0.4595
as on 22/09/2017 - transfer 40 0.0052 3585 0.4647
as on 13/10/2017 - transfer 33 0.0043 3618 0.4690
as on 20/10/2017 - transfer -96 -0.0124 3522 0.4566
as on 27/10/2017 - transfer 43 0.0056 3565 0.4621
as on 03/11/2017 - transfer 59 0.0076 3624 0.4698
as on 10/11/2017 - transfer -2 -0.0003 3622 0.4695
as on 17/11/2017 - transfer 10 0.0013 3632 0.4708
as on 24/11/2017 - transfer 5 0.0006 3637 0.4715
as on 08/12/2017 - transfer 3 0.0004 3640 0.4719
as on 22/12/2017 - transfer -6 -0.0008 3634 0.4711
as on 29/12/2017 - transfer 16 0.0021 3650 0.4731
as on 05/01/2018 - transfer -144 -0.0187 3506 0.4545
as on 12/01/2018 - transfer -86 -0.0111 3420 0.4433
as on 19/01/2018 - transfer 70 0.0091 3490 0.4524
as on 26/01/2018 - transfer -4 -0.0005 3486 0.4519
as on 02/02/2018 - transfer 37 0.0048 3523 0.4567
as on 09/02/2018 - transfer 40 0.0052 3563 0.4619
as on 16/02/2018 - transfer -25 -0.0032 3538 0.4586
as on 23/02/2018 - transfer 18 0.0023 3556 0.4610
as on 02/03/2018 - transfer 22 0.0029 3578 0.4638
as on 09/03/2018 - transfer 72 0.0093 3650 0.4731
as on 16/03/2018 - transfer 43 0.0056 3693 0.4787
as on 23/03/2018 - transfer 55 0.0071 3748 0.4859
as on 30/03/2018 - transfer 67 0.0087 3815 0.4945
5 Keshav GarG
as on 29/12/2017 - transfer 22 0.0029 7772 1.0075
6 aravinD prabhu K v
as on 07/04/2017 - transfer 30 0.0039 8440 1.0941
as on 14/04/2017 - transfer 30 0.0039 8470 1.0980
as on 21/04/2017 - transfer 50 0.0065 8520 1.1044
as on 28/04/2017 - transfer 29 0.0038 8549 1.1082
as on 05/05/2017 - transfer -29 -0.0038 8520 1.1044
as on 12/05/2017 - transfer 13 0.0017 8533 1.1061
as on 19/05/2017 - transfer -47 -0.0061 8486 1.1000
as on 26/05/2017 - transfer 42 0.0054 8528 1.1055
14
as on 09/06/2017 - transfer 60 0.0078 8588 1.1133
as on 16/06/2017 - transfer -20 -0.0026 8568 1.1107
as on 23/06/2017 - transfer -96 -0.0124 8472 1.0982
as on 07/07/2017 - transfer -86 -0.0111 8386 1.0871
as on 14/07/2017 - transfer -86 -0.0111 8300 1.0759
as on 21/07/2017 - transfer 80 0.0104 8380 1.0863
as on 28/07/2017 - transfer 60 0.0078 8440 1.0941
as on 04/08/2017 - transfer 72 0.0093 8512 1.1034
as on 11/08/2017 - transfer 176 0.0228 8688 1.1262
as on 18/08/2017 - transfer 47 0.0061 8735 1.1323
as on 25/08/2017 - transfer 35 0.0045 8770 1.1369
as on 01/09/2017 - transfer 85 0.0110 8855 1.1479
as on 08/09/2017 - transfer -136 -0.0176 8719 1.1302
as on 15/09/2017 - transfer 171 0.0222 8890 1.1524
as on 22/09/2017 - transfer 55 0.0071 8945 1.1595
as on 06/10/2017 - transfer -76 -0.0099 8869 1.1497
as on 13/10/2017 - transfer -23 -0.0030 8846 1.1467
as on 27/10/2017 - transfer -5 -0.0006 8841 1.1461
as on 03/11/2017 - transfer 159 0.0206 9000 1.1667
as on 10/11/2017 - transfer -4 -0.0005 8996 1.1661
as on 17/11/2017 - transfer -51 -0.0066 8945 1.1595
as on 24/11/2017 - transfer 37 0.0048 8982 1.1643
as on 01/12/2017 - transfer 54 0.0070 9036 1.1713
as on 08/12/2017 - transfer 17 0.0022 9053 1.1735
as on 22/12/2017 - transfer -6 -0.0008 9047 1.1728
as on 29/12/2017 - transfer 15 0.0019 9062 1.1747
as on 05/01/2018 - transfer 18 0.0023 9080 1.1770
as on 12/01/2018 - transfer -207 -0.0268 8873 1.1502
as on 19/01/2018 - transfer -58 -0.0075 8815 1.1427
as on 26/01/2018 - transfer 105 0.0136 8920 1.1563
as on 02/02/2018 - transfer 45 0.0058 8965 1.1621
as on 09/02/2018 - transfer 1 0.0001 8966 1.1623
as on 23/02/2018 - transfer 8 0.0010 8974 1.1633
as on 02/03/2018 - transfer 21 0.0027 8995 1.1660
as on 09/03/2018 - transfer 90 0.0117 9085 1.1777
as on 23/03/2018 - transfer -11 -0.0014 9074 1.1763
as on 30/03/2018 - transfer 67 0.0087 9141 1.1849
7 hiteshKumar naranbhai patel
8 maYYappan rm
as on 21/07/2017 - transfer -169 -0.0219 1601 0.2075
as on 28/07/2017 - transfer -81 -0.0105 1520 0.1970
as on 04/08/2017 - transfer -80 -0.0104 1440 0.1867
as on 11/08/2017 - transfer -30 -0.0039 1410 0.1828
as on 01/09/2017 - transfer -90 -0.0117 1320 0.1711
15

as on 30/09/2017 - transfer 10 0.0013 1330 0.1724
as on 13/10/2017 - transfer 35 0.0045 1365 0.1769
as on 27/10/2017 - transfer 15 0.0019 1380 0.1789
as on 17/11/2017 - transfer 38 0.0049 1418 0.1838
as on 01/12/2017 - transfer 7 0.0009 1425 0.1847
as on 08/12/2017 - transfer 48 0.0062 1473 0.1909
as on 15/12/2017 - transfer 3 0.0004 1476 0.1913
as on 22/12/2017 - transfer 38 0.0049 1514 0.1963
as on 29/12/2017 - transfer 6 0.0008 1520 0.1970
as on 12/01/2018 - transfer -358 -0.0464 1162 0.1506
9 laKshmi Kanth selvaraJ
as on 14/04/2017 - transfer -125 -0.0162 1256 0.1628
as on 30/09/2017 - transfer 3 0.0004 1259 0.1632
as on 12/01/2018 - transfer -200 -0.0259 1059 0.1373
10 neville Coelho
11 samir mahenDra shah
12 investor eDuCation anD proteCtion funD
authoritY
as on 01/12/2017 - transfer 17432 2.2597 17432 2.2597
as on 08/12/2017 - transfer 2 0.0003 17434 2.2600
(v) shareholding of directors & KmP

Sl. No Shareholding at the end of the year Cumulative Shareholding during the year
For Each of the Directors & KMP No. of shares % of total shares of No. of shares % of total shares of
1 ramesh tapuriah
2 simiKa loDha
3 harsh varDhan loDha
4 aDitYa viKram loDha
16
V iNdEBTEdNEss
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured Loans Unsecured Loans Deposits Total
excluding deposits Indebtedness
Indebtness at the beginning of the financial year
i) principal amount – – – –
ii) interest due but not paid – – – –
iii) interest accrued but not due – – – –
Total (i+ii+iii) – – – –
Change in Indebtedness during the financial year

additions – – – –
reduction – – – –
Net Change – – – –
Indebtedness at the end of the financial year
i) principal amount – – – –
ii) interest due but not paid – – – –
iii) interest accrued but not due – – – –
Total (i+ii+iii) – – – –
Vi REmUNERATiON Of diREcTORs ANd KEy mANAgERiAL PERsONNEL

A. Remuneration to Managing Director, Whole time director and/or Manager:
Sl.No. Particulars of Remuneration Name of the MD/WTD/Manager Total Amount
1 Gross salary
(a) salary as per provisions contained in – – – – – –
section 17(1) of the income tax. 1961.
(b) value of perquisites u/s 17(2) of the – – – – – –
income tax act, 1961
(c ) profits in lieu of salary under section – – – – – –
17(3) of the income tax act, 1961
2 stock option – – – – – –
3 sweat equity – – – – – –
4 Commission – – – – – –
as % of profit – – – – – –
others (specify) – – – – – –
5 others, please specify – – – – – –
total (a) – – – – – –
Ceiling as per the act – – – – – –
17
B. Remuneration to other directors:

sl.no. particulars of remuneration name of the Directors total amount
1 independent Directors
(a) fees for attending ramesh ChanDra tapuriah 75,000
board committee meetings alKa bhanDari 65,000
sarDul sinGh Jain 70,000
(b) Commission – – – –
(c) others, please specify – – – –
Total (1) – – – 210,000
2 other non executive Directors
(a) fee for attending aDitYa viKram loDha 35,000
board committee meetings harsh varDhan loDha 40,000
simiKa loDha 30,000
(b) Commission – – – –
(c ) others, please specify. – – – –
Total (2) – – – 105,000
Total (B)=(1+2) – – – 315,000
Total Managerial Remuneration
Overall Ceiling as per the Act. 315,000
c. REmUNERATiON TO KEy mANAgERiAL PERsONNEL OTHER THAN md/mANAgER/WTd

Sl. No. Particulars of Remuneration Key Managerial Personnel Total
1 Gross salary Ceo & Company secretary Cfo
(a) salary as per provisions contained in section 680,000 1,028,200 1,708,200
17(1) of the income tax act, 1961.
(b) value of perquisites u/s 17(2) of the income – – –
tax act, 1961
(c ) profits in lieu of salary under section 17(3) – – –
of the income tax act, 1961
2 stock option – – –
3 sweat equity – – –
4 Commission as % of profit – – –
5 others, please specify – – –
Total 680,000 1,028,200 1,708,200
Vii PENALTiEs/PUNisHmENT/cOmPOUNdiNg Of OffENcEs

Type Section of the Brief Details of Penalty/Punishment/ Authority (RD/ Appeal made if any
Companies Act Description Compounding fees imposed NCLT/Court) (give details)
A. COMPANY
penalty – – – – –
punishment – – – – –
Compounding – – – – –
B. DIRECTORS
C. OTHER OFFICERS IN DEFAULT
18
cORPORATE gOVERNANcE REPORT fOR THE yEAR 2017–18 is headed by non–executive Chairman. the composition
1. COMPANY’S PHILOSOPHY ON CORPORATE of the board of Directors is in conformity with the
GOVERNANCE Corporate Governance Code.
the Company believes that good corporate governance none of the Directors is a member of more than10
practices would ensure a better transparency, Committees and Chairman of more than 5 Committees
accountability, integrity and responsibility in corporate as specified in regulation 26 across in which all the
actions and thereby would help in boosting investors Companies in which he is a Director.
/ stake holders confidence in the Company. the focus During the year 4 meetings of the board of Directors
of the Company has always been to ensure continuing were held on 19th may 2017, 28th July 2017, 18th
october2017 and 29th January 2018.
value creation for its shareholders and above all, to
achieve business excellence with the goal of long term the composition and category of the Directors on
sustainable development. board, their attendance at the board meetings during
the year and at the last annual General meeting, as also
2. BOARD OF DIRECTORS number of Directorships and Committee memberships
the strength of the board of Directors as on 31st march / Chairmanships and number of shares held by them as
2018 is 6 out of which 3 are independent. the board on 31st march 2018 are as follows: –
no. of no of Details of other
relationship board attendance no.of other Committee
name of with other meetings in last shares Director– membership
Director Directors Category attended a.G.m held ships * member Chairman
Chairman
mr. a v lodha brother of mr. h v lodha & non–independent 3 no 38,043 3 1 1
husband of ms. simika non–executive
lodha
mr. h v lodha brother of mr. a v lodha non–independent 4 Yes 35,040 17 4 1
brother–in–law of non–executive
ms. simika lodha
woman
ms. simika lodha wife of mr. a v lodha & non–independent 3 Yes 220576 2 – –
sister–in–law of mr. h v non–executive
lodha
mr. r.C tapuriah none independent ** 5 Yes 132 13 2 4
non–executive
mr. s.s Jain none independent ** 5 Yes – 16 3 2
non–executive
mrs. alka bhandari none woman
independent ** 5 Yes – 1 – –
non–executive
* including alternate Directorships, Directorships of private Companies and excluding Directorships in foreign Companies.
** including 1 meeting of independent Directors.
Code of Conduct: bhandari. mr. s. s. Jain is the Chairman of the Committee.

the Company has always encouraged and supported the Committee acts as a link between the statutory &
ethical business practices in personal and corporate internal auditors and the board of Directors.
behaviour by its directors and employees. the Company the terms of reference of the audit Committee are
has framed a specific Code of Conduct for the members in accordance with sub–clause ii of regulation 18 of
of the board of Directors and senior management sebi (listing obligations and Disclosure requirements)
personnel of the Company. the Code of Conduct is regulation, 2015 entered into with the stock exchange
posted on the website of the Company. all board and inter alia include
members and senior management personnel have to ensure that the financial reporting process and the
confirmed compliance with the Code. disclosure of its financial information at the financial
3. Audit Committee statements are correct, sufficient and credible.
the audit Committee of the board of your Company recommend the appointment of statutory auditors and
comprises exclusively of independent non–executive fixation of audit fees. reviewing, with the management,
Directors mr. s s Jain, mr. r C tapuriah and mrs. a the annual financial statements. reviewing, with the
19
management, performance of statutory and internal 5. Stakeholders Relationship Committee

auditors and adequacy of the internal Control systems. the stakeholders relationship Committee looks into
reviewing the adequacy of internal audit functions. issues relating to shareholders including transfer of
Discussion with statutory auditors and internal shares, redressal of complaints from investors and shall
auditors on nature and scope of audit etc. reviewing consider and resolve the grievances of security holders
the Company’s financial and risk management policies. of the Company.
the Company held 4 audit Committee meetings during During the year the Committee held two meetings on
the year on 19.05.2017, 28.07.2017, 18.10. 2017 and 18.10.2017 and 29.01. 2018.
29.01.2018. the composition and attendance of Directors/members
attendance of Directors at these meetings are as under:– at these meetings are as under:
No. of Meetings Name of Director/ No. of Meetings
Name of Member Status attended Member Status attended
mr. s.s. Jain Chairman 4 mr. s s Jain Chairman 2
mr. r.C. tapuriah member 4 mr. r C tapuriah member 2
mr. a K basu member 2
mrs. alka bhandari member 4
During the year, one complaint was received from a
4. Nomination & Remuneration Committee
shareholder which was duly resolved.
the nomination & remuneration Committee shall act 6. Details of Sitting Fees paid to the Directors during
in accordance with the prescribed provisions of section the financial year ended 31st March 2018
178 of the Companies act 2013 and shall perform the Name of Director Sitting Fees
following functions: – Rs.
(a) to formulate the criteria for determining mr. a.v. lodha … 35,000/–
qualifications; mr. h.v. lodha … 40,000/–
(b) to frame and formulate positive attributes and mr. r.C. tapuriah … 75,000/–
independence of a director; mr. s.s. Jain … 70,000/–
(c) to recommend to the board a policy, relating to ms. simika lodha … 30,000/–
the remuneration for the directors, key managerial mrs. alka bhandari … 65,000/–
personnel and other employees; no other remuneration was paid to the Directors during
(d) to identify persons who are qualified to become the year.
directors and who may be appointed in senior 7. General Body Meetings
management in accordance with the criteria laid the last 3 annual General meetings were held as under:–
down’ Year Venue Date Time
(e) to recommend to the board their appointment 2016–17 bengal national Chamber 28.07.2017 10.30 a.m.
and removal and shall carryout evaluation of every of Commerce & industry
director’s performance. 23, sir r n mukherjee road,
During the year, one meeting of the nomination and Kolkata– 700 001
remuneration Committee was held on 18.10.2017. 2015–16 bengal national Chamber 22.07.2016 10.00 a.m.
of Commerce & industry
the nomination & remuneration Committee comprise mr. r
23, sir r n mukherjee road,
C tapuriah as its Chairman, with mr. a v lodha and mrs. a
Kolkata– 700 001
bhandari as its members.
2014–15 bengal national Chamber 21.07.2015 10.00 a.m.
attendance of Directors at these meetings is as under: – of Commerce & industry
No. of Meetings 23, sir r n mukherjee road,
Name of Member Status attended Kolkata– 700 001
mr. r C tapuriah Chairman 1 there was no special resolution, which required passing
mr. a v lodha member 1 through postal ballot. at present no special resolution
is proposed to be passed through a postal ballot or at
mrs. alka bhandari member 1 the annual General meeting.
20
8. Disclosures 12. Listing of Stock Exchanges
i) Details of transactions with related parties during the Company’s shares : bombay stock exchange
the year have been furnished in note 11 of the are listed at limited
accounting policies and notes on accounts of the listing fees as prescribed have
annual accounts. there are no materially significant been paid to the above stock
transactions with related parties conflicting with exchange for the financial year
the Company’s interests. 2017–18
ii) the Company has complied with all the stock Code of equity
requirements of the listing agreement with shares of the
the stock exchanges as well as regulations & Company are as under :
Guidelines of securities and exchang e of board of
bombay stock exchange : scrip Code no. 505216
india (sebi). no penalties were imposed by sebi,
limited
stock exchanges or any statutory authorities on
matters relating to Capital markets during the last Corporate identity (Cin) : l74999wb1919plC003516
three years. isin : ine782D01027
iii) the Company has complied with all the applicable 13. Market Price Data during the Financial Year 2017–18:
mandatory requirements. the Company has not month bombay stock exchange ltd.
adopted the non–mandatory requirements of the high low
listing agreement. rs. rs.
9. Means of Communications april : 597.40 513.10
the quarterly, half–yearly and the annual financial results may : 724.00 560.00
are published in english and vernacular newspapers and June : 698.50 591.05
are also furnished to the stock exchange with whom
July : 991.60 600.00
the Company has listing arrangements to enable them
to put them on their website. the Company’s results are august : 888.80 705.00
displayed on the website www.alfredherbert.co.in september : 757.50 640.00
10. General Shareholder information october : 862.60 640.00
98th annual General meeting : november : 828.00 716.00
Date & time : 27th July 2018 at 10.30 a.m. December : 799.95 675.10
venue : bengal national Chamber of January : 1,598.00 808.00
Commerce & industry, february : 1,100.10 943.35
23, sir r n mukherjee road, march : 1,000.00 875.00
Kolkata– 700 001 Registrar and Share : maheshwari Datamatics pvt limited
11. Next Financial Calendar Transfer Agent 23,sir. r n mukherjee road,
5th floor
Company’s financial year is based on 12 months starting
Kolkata – 700 001
from 1st april to 31st march
tel no. 2248 2248/2243 5029/
1st quarterly results : before 15th august 2018 2231 6839
2nd quarterly results : before 15th november 2018 e–mail: [email protected]/
3rd quarterly results : before 15th february 2019 [email protected]
audited yearly results : before 31st may 2019 fax: (033) 2248 4787
for the year ending Share Transfer System
31st march 2019 all the transfers received are processed by the registrar
and transfer agents and are approved by the Chief
Date of book Closure : from 19th July 2018
financial officer who has been authorised by the board
to 27th July 2018 of Directors in this regard. share transfers are registered
(both days inclusive) and returned within 15 days from the date of lodgment,
Dividend payment Date : on or after 28th July 2018 if documents are complete in all respect.
21
14. Distribution of Shareholding as on 31st March 2018 cERTificATiON Of cOdE Of cONdUcT

no.of equity No. of Shareholders No. of Equity Shares the board of Directors
alfred herbert (india) limited,
shares held Total % Total %
13/3 strand road 30th may 2018
upto 1000 2720 99.1977 136650 17.7139 Kolkata 700 001
1001 to 5000 12 0.4376 21905 2.8396 this is to confirm that the board of Directors of the Company
5001 to 10000 3 0.1094 25046 3.2467 has laid down a Code of Conduct for its members and
10001 to 50000 5 0.1824 146676 19.0135 senior management personnel of the Company. it is further
confirmed that all the Directors and senior management
50001 and above 2 0.072 44 1152 57.1863 personnel of the Company has affirmed compliance with
total 2742 100.0000 771429 100.0000 the Code of Conduct of the Company for the financial year
ended 31st march 2018 as envisaged under schedule v of
No. of Shareholders : 2742 regulation 34(3)of the sebi (listing obligations & Disclosure
Share Capital : 771429 requirements) regulations, 2015.
Shareholding Pattern as on 31st March 2018 for alfred herbert (india) limited,
v matta
No. of No. of Total Share Chief executive officer
Category Share Shares holding as a
sTATUTORy cOmPLiANcE cERTificATE
holders held % of Total Share
the board of Directors
promoter’s holding
alfred herbert (india) limited,
promoters 13/3 strand road, Kolkata 700 001
indian promoters 5 302025 39.15
pursuant to part b of schedule ii of regulation 17( 8) of sebi
nri promoters 2 258619 33.53 (listing obligations & Disclosure requirements) regulations,
7 560644 72.68 2015,this is to certify that :
a) we, have reviewed financial statements and cash flow
non–promoters holding statement for the year ended 31st march 2018 and that
individuals 2595 165951 21.51 to the best of our knowledge and belief:
non–resident individuals 29 19369 2.51 i) these statements do not contain any materially
untrue statement or omit any material fact or contain
bodies Corporate 42 6805 0.88
statements that might be misleading;
financial institutions/banks 2 90 0.01 ii) these statements together present a true and fair view
trusts 1 90 0.01 of the Company’s affairs and are in compliance with
Clearing member 11 1046 0.14 existing accounting standards, applicable laws and
investor education & regulations.
b) there are, to the best of our knowledge and belief, no
protection fund 1 17434 2.26 transactions entered into by the Company during the year
2681 210785 27.32 which are fraudulent, illegal or violative of the Company’s
code of conduct.
total 2688 771429 100.00 c) we accept responsibility for establishing and maintaining
Dematerialization of shares: – 92.90% of equity shares have internal controls for financial reporting and that we have
been dematerialized as on 31st march 2018 evaluated the effectiveness of the internal control systems
of the Company pertaining to financial reporting and we
Reconciliation of Share Capital have disclosed to the auditors and the audit Committee,
as stipulated by sebi, a practicing Company secretary carries deficiencies in the design or operation of such internal
controls if any, of which, we are aware and the steps we
out the secretarial audit to reconcile the total admitted have taken or propose to take to rectify these deficiencies.
Capital with nsDl and CDsl and the total issued and listed d) they have indicated to the auditors and the audit
Capital. this audit is carried out every quarter and the report Committee
thereon is submitted to bombay stock exchange, nsDl and i) significant changes in internal control over reporting
during the year;
CDsl and is also placed before the board of Directors. ii) significant change in accounting policies during the
address for : alfred herbert (india) limited year and that the same have been disclosed in the
correspondance 13/3 strand road, notes to the financial statements; and
iii) instances of significant fraud of which they have
Kolkata – 700 001 become aware and the involvement therein, if any, of
telephone nos : (033)2226 8619 / (033) 2229 9124 the management or an employee having a significant
fax : (033) 2229 9124 role in the company’s internal control system over
financial reporting.
place: Kolkata shobhana sethi v matta
Date: 30th may, 2018 Company secretary & Chief executive officer
Chief financial officer
22
iNdEPENdENT AUdiTOR’s REPORT statements are free from material misstatement.
an audit involves performing procedures to obtain audit
to evidence about the amounts and the disclosures in the
the members of financial statements. the procedures selected depend
Alfred Herbert (India) Limited on the auditor’s judgment, including the assessment
of the risks of material misstatement of the financial
Report on the Standalone Financial Statements
statements, whether due to fraud or error. in making
we have audited the accompanying standalone financial those risk assessments, the auditor considers internal
statements of alfreD herbert (inDia) limiteD (“the financial control relevant to the Company’s preparation
Company”), which comprise the balance sheet as at 31st of the financial statements that give a true and fair view
march, 2018, the statement of profit and loss, the Cash in order to design audit procedures that are appropriate
flow statement for the year then ended, and a summary of in the circumstances. an audit also includes evaluating
the significant accounting policies and other explanatory the appropriateness of the accounting policies used and
information, the reasonableness of the accounting estimates made by
Management’s Responsibility for the Standalone the Company’s Directors, as well as evaluating the overall
Financial Statements presentation of the financial statements.
the Company’s board of Directors is responsible for the we believe that the audit evidence we have obtained is
matters stated in section 134(5) of the Companies act, sufficient and appropriate to provide a basis for our audit
2013 (“the act”) with respect to the preparation of these opinion on the standalone financial statements.
standalone financial statements that give a true and fair Opinion
view of the financial position, financial performance
in our opinion and to the best of our information and
and cash flows of the Company in accordance with the
according to the explanations given to us, the aforesaid
accounting principles generally accepted in india, including
standalone financial statements give the information
the accounting standards specified under section 133 of
required by the act in the manner so required and give
the act, read with rule 7 of the Companies (accounts)
a true and fair view in conformity with the accounting
rules, 2014. this responsibility also includes maintenance
principles generally accepted in india, of the state of
of adequate accounting records in accordance with the
affairs of the Company as at 31st march, 2018, and its
provisions of the act for safeguarding of the assets of
profit and its cash flows for the year ended on that date.
the Company and for preventing and detecting frauds
and other irregularities; selection and application of Report on Other Legal and Regulatory Requirements
appropriate accounting policies; making judgments and 1. as required by the Companies (auditor’s report) order,
estimates that are reasonable and prudent; and design, 2016, (“the order”) issued by the Central Government
implementation and maintenance of adequate internal of india in terms of sub–section (11) of section 143
financial controls, that were operating effectively for of the Companies act 2013 (‘the act’), we give in the
ensuring the accuracy and completeness of the accounting annexure “a” a statement on the matters specified in
records, relevant to the preparation and presentation of paragraphs 3 and 4 of the said order, to the extent
the financial statements that give a true and fair view applicable.
and are free from material misstatement, whether due to 2. according to information and explanations given to
fraud or error. us and on the basis of such checks as we considered
Auditor’s Responsibility appropriate was carried out by us during the course
our responsibility is to express an opinion on these of the audit of the company, our report on the
standalone financial statements based on our audit. matters specified under the para 3(a) and 3(C) of
non – banking financial Companies auditor’s report
we have taken into account the provisions of the act, the
(reserve bank) Directions 2008 is as follows:
accounting and auditing standards and matters which
are required to be included in the audit report under the i) the Company which was incorporated prior to
provisions of the act and the rules made there under. 9th January 1997 has applied for registration
as provided in section 45–ia of reserve bank
we conducted our audit in accordance with the
of india act, 1934 (2 of 1934) and has received
standards on auditing specified under section 143(10)
registration certificate from the reserve bank of
of the act. those standards require that we comply with
india and the Certificate no. n. 05. 04665 dated
ethical requirements and plan and perform the audit to
29th november 2001. the Company is engaged
obtain reasonable assurance about whether the financial
in the business of non banking financial
23
institution. (c) the balance sheet, the statement of profit and

ii) the asset/income pattern of the Company as on loss, and the Cash flow statement dealt with by
31.03.2018 are as follows: this report are in agreement with the books of
account.
investment income to total income: 56.25%
(d) in our opinion, the aforesaid standalone
total investments to total assets : 54.21% financial statements comply with the accounting
in view of the above ratios, the Company is standards specified under section 133 of the act,
entitled to hold Certificate of registration issued read with rule 7 of the Companies (accounts)
by the reserve bank of india as on 31.03.2018. rules, 2014.
iii) the Company has not been classified as assets (e) on the basis of the written representations
finance Company as defined in non–banking received from the directors as on 31st march,
financial Companies acceptance of public 2018 taken on record by the board of Directors,
Deposits (reserve bank) Directions, 1998 with none of the directors is disqualified as on 31st
reference to the business carried on by it during march, 2018 from being appointed as a director
the financial year under reference. in terms of section 164 (2) of the act.
iv) the Company has not been classified as micro (f) with respect to the adequacy of internal financial
finance institution as defined in non–banking controls over financial reporting of the Company
financial Company – micro finance institutions and the operating effectiveness of such controls,
(reserve bank) Directions, 2011 with reference refer our separate report in annexure “b”.
to the business carried on by it during the (g) with respect to the other matters to be included
financial year under reference. in the auditor’s report in accordance with
v) the board of Directors of the Company had rule 11 of the Companies (audit and auditors)
passed a resolution at its meeting held on 29th rules, 2014, read with the Companies (audit
January, 2018 for not accepting any public and auditors) amendment rules, 2017, in our
deposit. opinion and to the best of our information and
vi) the Company has not accepted any public according to the explanations given to us:
deposit during the year under reference. i. the Company has disclosed the impact of
vii) the Company has complied with the prudential pending litigations on its financial position
norms relating to income recognition, accounting in its financial statements – refer note 3 to
standards, assets classification and provisioning the financial statements;
for bad and doubtful debts as applicable to it ii. the Company did not have any long–term
in terms of non–banking financial (non–deposit contracts including derivative contracts for
accepting or holding) Companies prudential which there were any material foreseeable
norms (reserve bank) Directions, 2007. losses.
viii) the Company is not a systemically important iii. there has been no delay in transferring
non–Deposit taking nbfC as defined in amounts, required to be transferred, to the
paragraph 2 (1) (xix) of the non – banking investor education and protection fund by
financial (non– Deposit accepting or holding) the Company.
Companies prudential norms (reserve bank) iv. the disclosure regarding details of specified
Directions, 2007. bank notes held and transacted during 8th
3. as required by section 143 (3) of the act, we report, november, 2016 to 30th December, 2016
to the extent applicable that : has not been made since the requirement
(a) we have sought and obtained all the information does not pertain to financial year under
and explanations which to the best of our review.
knowledge and belief were necessary for the for a l p s & Co.
purposes of our audit. Chartered accountants
(b) in our opinion, proper books of account as firm’s iCai regn. no. 313132e
required by law have been kept by the Company
so far as it appears from our examination of (r.s.tulsyan)
those books. Kolkata partner
Dated: 30th day of may, 2018 m. no. 51793
24
Annexure “A” to independent Auditors’ Report statutory dues to the appropriate authorities.
(Referred to in paragraph 1 under the heading on the basis of the records of the Company
‘Report on Other Legal and Regulatory and the information and explanations given
Requirements’ of our report of even date) to us, there was no arrears of outstanding
(i) (a) the Company has maintained proper records statutory dues as on the last day of the
showing full particulars including quantitative financial year concerned outstanding for a
details and situations of its fixed assets. period of more than six months from the date
they became payable.
(b) aii the fixed assets have not been physically
verified by the management during the year (b) according to the records of the Company and
but there is a regular programme of verification according to the information and explanations
which, in our opinion, is reasonable having given to us , there are no dues of income tax,
regard to the size of the company and the sales tax, service tax, Duty of Customs, Duty
nature of its assets. no material discrepancies of excise, value added tax and Cess which
were noticed on such verification. have not been deposited on account of any
dispute.
(c) the title deed of immoveable properties are
held in the name of the Company. (viii) the Company has no borrowings from financial
institution, bank, government and the Company
(ii) the Company does not have any inventory.
has no debenture holders. accordingly, clause
accordingly, provisions of Clause (ii) of paragraph
(viii) of paragraph 3 of the aforesaid order is not
3 of the aforesaid order, are not applicable to the
applicable to the Company.
Company.
(ix) according to the information and explanations
(iii) according to the information and explanation
given to us, the Company has not raised money
given to us, the company has not granted any
by way of initial public offer or further public offer
loans, secured or unsecured, to companies, firms,
including debt instruments and term loan during
limited liability partnerships or other parties
the year. accordingly, clause (ix) of paragraph 3
covered in the register maintained under section
of the aforesaid order is not applicable to the
189 of the act. accordingly, provisions of clauses
Company.
(iii) (a), (b) and (c) of paragraph 3 of the aforesaid
order are not applicable to the Company. (x) according to the information and explanations
given to us, no fraud by the Company or on the
(iv) in our opinion, and according to the information
Company by its officers or employees has been
and explanation given to us, the Company has
noticed or reported during the year.
complied with the provisions of section 185
and 186 of the act in respect of the loans and (xi) according to the information and explanations
investments made, and guarantees and security given to us, no managerial remuneration is paid
provided by it, as applicable. however, no interest during the year by the Company. accordingly,
has been recognized during the year on loan clause (xi) of paragraph 3 of the aforesaid order
given to its subsidiary company, considering the is not applicable to the Company.
prudential Guidelines issued by reserve bank of (xii) the Company is not a nidhi Company. accordingly,
india (refer note 5 to the financial statements). clause (xii) of paragraph 3 of the aforesaid order is
(v) the Company has not accepted any deposits from not applicable to the Company.
the public within the meaning of sections 73 to 76 (xiii) on the basis of our examination of the books of
or any other relevant provisions of the act, and the account of the Company and according to the
rules framed there under. information and explanations given to us, the
(vi) the maintenance of Cost records has not been transactions entered into with the related parties
specified by the Central Government under sub– are in compliance with section 177 and 188 of
section (1) of section 148 of the act, for the the act and the same has been disclosed in the
Company. financial statements as required by the applicable
accounting standards.
(vii) (a) according to the information and explanations
given to us, the Company is generally regular (xiv) the Company has not made any preferential
in depositing with appropriate authorities allotment or private placement of shares or fully
undisputed statutory dues including provident or partly convertible debentures during the year
fund, employee’s state insurance, income tax, under review.
sales tax, service tax, Duty of Customs, Duty (xv) on the basis of our examination of the records of
of excise, value added tax, Cess and any other the Company and according to the information
25
and explanations given to us, the Company has the Guidance note require that we comply with ethical
not entered into any non–cash transactions with requirements and plan and perform the audit to
directors or persons connected with him. obtain reasonable assurance about whether adequate
(xvi) the Company is registered under section 45–ia internal financial controls over financial reporting
of the reserve bank of india act, 1934 and has was established and maintained and if such controls
received registration certificate from the reserve operated effectively in all material respects.
bank of india and the Certificate no. is n. 05. our audit involves performing procedures to obtain
04665 dated 29th november 2001. audit evidence about the adequacy of the internal
for a l p s & Co. financial controls system over financial reporting and
Chartered accountants their operating effectiveness. our audit of internal
firm’s iCai regn. no. 313132e financial controls over financial reporting includes
obtaining an understanding of internal financial
(r.s.tulsyan) controls over financial reporting, assessing the risk that
Kolkata partner a material weakness exists, and testing and evaluating
Dated: 30th day of may, 2018 m. no. 51793 the design and operating effectiveness of internal
control based on the assessed risk. the procedures
selected depend on the auditor’s judgement, including
Annexure “B” to independent Auditors’ Report the assessment of the risks of material misstatement of
Report on the Internal Financial Controls under the financial statements, whether due to fraud or error.
Clause (i) of Sub–section 3 of Section 143 of the we believe that the audit evidence we have obtained
Companies Act, 2013 (“the Act”) is sufficient and appropriate to provide a basis for our
Report on the Financial Statements audit opinion on the internal financial controls system
we have audited the internal financial controls over over financial reporting.
financial reporting of alfred herbert (india) limited Meaning of Internal Financial Controls over
(“the Company”) as of march 31, 2018 in conjunction Financial Reporting
with our audit of the financial statements of the a company’s internal financial control over financial
Company for the year ended on that date. reporting is a process designed to provide reasonable
Management’s Responsibility for Internal Financial assurance regarding the reliability of financial
Controls reporting and the preparation of financial statements
the Company’s management is responsible for laying for external purposes in accordance with generally
down and maintaining internal financial controls based accepted accounting principles. a company’s internal
on the essential components of internal control stated financial control over financial reporting includes those
in the Guidance note on audit of internal financial policies and procedures that
Controls over financial reporting issued by the institute 1) pertain to the maintenance of records that, in
of Chartered accountants of india these responsibilities reasonable detail, accurately and fairly reflect the
include the design, implementation and maintenance transactions and dispositions of the assets of the
of adequate internal financial controls that were company;
operating effectively for ensuring the orderly and 2) provide reasonable assurance that transactions
efficient conduct of its business, including adherence are recorded as necessary to permit preparation of
to company’s policies, the safeguarding of its assets, financial statements in accordance with generally
the prevention and detection of frauds and errors, accepted accounting principles, and that receipts
the accuracy and completeness of the accounting and expenditures of the company are being
records, and the timely preparation of reliable financial made only in accordance with authorisations of
information, as required under the act. management and directors of the company; and
Auditor’s Responsibility 3) provide reasonable assurance regarding prevention
our responsibility is to express an opinion on the or timely detection of unauthorised acquisition,
Company’s internal financial controls over financial use, or disposition of the company’s assets that
reporting based on our audit. we conducted our audit could have a material effect on the financial
in accordance with the standards on auditing, to statements.
the extent applicable to an audit of internal financial Inherent Limitations of Internal Financial Controls
controls and the Guidance note on audit of internal over Financial Reporting
financial Controls over financial reporting (the
in view of the inherent limitations of internal financial
“Guidance note”), both issued by the institute of
controls over financial reporting, including the
Chartered accountants of india. those standards and
26
possibility of collusion or improper management the compliance of conditions of Corporate Governance
override of controls, material misstatements due to is the responsibility of the management. our
error or fraud may occur and not be detected. also, examination was limited to a review of the procedures
projections of any evaluation of the internal financial and implementation thereof, adopted by the Company
controls over financial reporting to future periods are for ensuring the compliance of the conditions of
subject to the risk that the internal financial control Corporate Governance. it is neither an audit nor an
over financial reporting may become inadequate expression of opinion on the financial statements of
because of changes in conditions, or that the degree the Company.
of compliance with the policies or procedures may we conducted our examination in accordance with the
deteriorate. Guidance note on reports or Certificates for special
Opinion purposes (revised 2016) issued by institute of Chartered
in our opinion, the Company has, in all material respects, accountants of india. the Guidance note requires that
an adequate internal financial controls system over we comply with the ethical requirements of the Code of
financial reporting and such internal financial controls ethics issued by the institute of Chartered accountants
over financial reporting were operating effectively as at of india. we have complied with the relevant applicable
march 31, 2018, based on the essential components of requirements of the standard on Quality Control (sQC)
internal control stated in the Guidance note on audit 1, Quality Control for firms that perform audits and
of internal financial Controls over financial reporting reviews of historical financial information, and other
issued by the institute of Chartered accountants of assurance and related services engagements.
india. in our opinion and to the best of our information and
for a l p s & Co. according to the explanations given to us, we certify
Chartered accountants that the Company has complied with the conditions of
firm’s iCai regn. no. 313132e Corporate Governance as specified in regulations 17 to
27, clauses (b) to (i) of sub–regulation (2) of regulation
(r.s.tulsyan) 46 and paragraphs C, D and e of schedule v of the
Kolkata partner listing regulations, as applicable.
Dated: 30th day of may, 2018 m. no. 51793 we state that such compliance is neither an assurance
as to the future viability of the Company nor as to the
efficiency or effectiveness with which the management
has conducted the affairs of the Company.
Auditors’ certificate on corporate governance
Restrictions on use
to
the members of this certificate is issued solely for the purpose of
alfred herbert (india) limited complying with the aforesaid regulations and may not
be suitable for any other purpose.
we have examined the compliance of conditions of
Corporate Governance by alfred herbert (india) limited for a l p s & Co.
(“the company”) for the year ended 31 march 2018, as Chartered accountants
per regulations 17 to 27, clauses (b) to (i) of regulation firm’s iCai regn. no. 313132e
46 (2) and paragraphs C, D and e of schedule v of
the securities and exchange board of india (listing (r.s.tulsyan)
obligations and Disclosure requirements) regulations, Kolkata partner
2015, (‘listing regulations’). Dated: 30th day of may, 2018 m. no. 51793
27
Balance sheet
as at 31st march, 2018
As at as at
note 31st March, 31st march,
number 2018 2017
Rs. rs.
I EQUITY AND LIABILITIES
(1) Shareholders’ Funds
(a) share Capital 2.1 7,714,290 7,714,290
(b) reserves and surplus 2.2 479,597,105 469,556,679
(2) Non-current Liabilities
(a) Deferred tax liability (net) 3,251,630 4,612,018
(note no.10 )
(b) other long term liabilities 2.3 3,220,822 3,368,808
(3) Current Liabilities
(a) other Current liabilities 2.4 1,676,219 1,476,400
(b) short-term provisions 2.5 77,677 43,937,677
total 495,537,743 530,665,872
II ASSETS
(1) Non-current Assets
(a) property, plant & equipment
(i) tangible assets 2.6 38,845,791 37,643,338
(ii) Capital work-in-progress 137,714,286 117,878,735
(b) non-current investments 2.7 121,547,798 121,548,599
(c) long-term loans and advances 2.8 1,946,233 2,941,260
(2) Current Assets
(a) Current investments 2.9 147,103,115 179,795,377
(b) Cash and Cash equivalents 2.10 3,159,779 2,574,203
(c) short-term loans and advances 2.11 44,854,914 67,912,489
(d) other Current assets 2.12 365,827 371,871
total 495,537,743 530,665,872
significant accounting policies 1
notes form an integral part of the financial statements

this is the balance sheet referred to in our report of even date.
for alps & Co. for and on behalf of the board

Chartered Accountants a. v. lodha, Din : 00036158
Chairman
r. C. tapuriah, Din : 00395997
r. s. tulsyan Director
Partner v. matta , pan : aDmpm4399r
membership no.051793 Chief Executive Officer
Kolkata, 30th may, 2018 shobhana sethi , pan : Dlbps7691G
Company Secretary & Chief Financial Officer
28
statement of Profit and Loss
for the year ended 31st March, 2018
For the year for the year
note ended ended
number 31st March, 2018 31st march, 2017
Rs. rs.
PARTICULARS
I Revenue from Operations 2.13 26,517,727 20,665,393
II Other Income 19,772 3,970
III Total Revenue (I + II) 26,537,499 20,669,363
IV Expenses :
purchases of stock-in-trade (note no.14) – 53,007
employee benefits expenses 2.14 3,838,509 4,777,137
Depreciation and amortization expenses 920,570 899,513
other expenses 2.15 11,189,173 10,525,473
total expenses 15,948,252 16,255,130
V Profit/(Loss) Before Exceptional Items and Tax (III - IV) 10,589,247 4,414,233
VI Exceptional Items : -
(1) profit against acquisition of land & building – 200,668,476
(2) interest against acquisition of land & building – 8,413,681
VII Profit/(Loss) Before Tax (V + VI) 10,589,247 213,496,390
VIII Tax Expenses
(1) Current tax 60,000 43,800,000
(2) Deferred tax (1,360,388) 1,019,792
(3) excess tax provision for earlier Years written back (7,739) (1,308,127) – 44,819,792
IX Profit After Tax (VII - VIII) 11,897,374 168,676,598
X Earning Per Equity Share :
basic & Diluted (face value rs.10/- each) 12 15.42 218.65

this is the statement of profit & loss referred to in our report of even date.

Chairman
29
cAsH fLOW sTATEmENT

Year ended 31st march,
2018 2017
(Rs.) (rs.)
A. Cash Flow from Operating Activities
profit before tax 10,589,247 213,496,390
adjustment for :
Depreciation 920,570 899,513
profit on acquisition of land & building – (200,668,476)
provision for non-performing loans & advance 4,200,000 –
loss on sale of investments – 2,418,510
profit on sale of investments (227,384) 4,893,186 (100,044) (197,450,497)
operating profit before working Capital Changes 15,482,433 16,045,893
adjustments for :
other Current assets 6,044 (25,335)
irrecoverable amount written off – 565,820
loans & advances (23,737,473) (10,202,301)
liabilities & provisions 51,833 (23,679,596) (4,261,871) (13,923,687)
Cash (utilised in)/generated from operating activities (8,197,163) 2,122,206
Direct tax (net) (322,186) (322,186) (43,820,135) (43,820,135)
net Cash (utilised in)/generated from operating activities (8,519,349) (41,697,929)
B Cash Flow from Investing Activities
purchase of fixed assets (2,123,023) (10,838)
sale of fixed assets – 200,718,529
Capital work-in-progress (19,835,551) (16,817,360)
proceeds from sale/redemption of investments 45,115,550 51,129,521
purchase of investments (12,195,103) (190,155,506)
net Cash (utilised in)/generated from investment activities 10,961,873 44,864,346
C. Cash Flow from Financing Activities
Dividend paid (1,542,858) (1,514,996)
Corporate Dividend tax (314,090) (314,090)
net Cash (utilised in)/generated from financing activities (1,856,948) (1,829,086)
net increase/(Decrease) in Cash & Cash equivalent 585,576 1,337,331
Cash and Cash equivalents (opening balance) 2,574,203 1,236,872
Cash and Cash equivalents (Closing balance) 3,159,779 2,574,203
585,576 1,337,331
Notes
i) the Cash flow statement has been prepared in indirect method in accordance with accounting
standard (as-3) on “Cash flow statements”.
ii) Cash & Cash equivalents represent Cash and bank balances.
this is the Cash flow statement referred to in our report of even date.
Chairman
30
Notes to the Balance sheet and Foreign Currency Transaction
transactions in foreign currencies are accounted for at the
statement of Profit & Loss exchange rate prevailing on the date of the transaction.
1. SIGNIFICANT ACCOUNTING POLICIES foreign currency assets and liabilities are translated at
Basis of preparation of financial statements exchange rates prevailing at the year end. the loss or
the financial statements are prepared on accrual basis gain thereon and also on the exchange differences on
under the historical cost convention (except where settlement of the foreign currency transaction during the
impairment is made and revaluation is carried out) on year are recognised in the statement of profit and loss.
the basis of going concern and in accordance with the Revenue Recognition
provisions of the Companies act, 2013 (‘the act’) and sales are recognised on passing of the ownership of
accounting standards specified under section 133 of goods as per the terms of sales.Claims, commission
‘the act’ read with rule 7 of the Companies (accounts) and service charges to the extent considered realisable
rules, 2014 and accounting principles generally accepted have been accounted for on ascertainment of amounts
in india. accounting policies unless specifically stated to thereof. interest is accrued and recognised on time
be otherwise, are consistent and are in consonance with proportion basis and determined by contractual rate of
generally accepted accounting principles. interest. Dividend is accounted for as and when the right
Use of Estimates to receive the same is established.
Employee Benefits
in preparing the financial statements in conformity short term employee benefits is recognized as expense
with accounting principles generally accepted in in the statement of profit and loss of the year in which
india, management is required to make estimates and related service is rendered. post employment and other
assumptions that affect the reported amounts of assets long term employee benefits are provided in the accounts
and liabilities and the disclosure of contingent liabilities in the following manner :
as at the date of financial statements and the amounts of i) Gratuity (Defined benefit plan) : the Company has a
revenue and expenses during the reported period. actual Gratuity fund administered by the trustees, which is
results could differ from those estimates. any revision to independent of the Company’s finance. the liability in
such estimates is recognised in the period the same is respect of Gratuity has been determined by actuarial
determined. valuation following projected unit Credit method.
Property, Plant & Equipment ii) leave encashment : according to the prevailing
tangible assets other than leasehold building and those, practice of the Company, the employees are allowed
which have been revalued, are stated at cost net of to enjoy the leave within the year. no encashment of
impairment loss, if any, less depreciation/amortisation. leave is allowed.
Cost represents expenses relating to acquisition, iii) provident fund (Defined Contribution scheme) :
installation of assets and other directly attributable costs accounted for on accrual basis based on the monthly
incurred till the date assets are put to use. contribution made to the appropriate authorities.
Capital work-in-progress includes expenses relating to Taxes on Income
construction of building, not ready for its intended use as income tax is accounted for in accordance with
on the close of the reported period. accounting standard (as-22) – “accounting for taxes on
income”. Current tax is calculated on the taxable income
Impairment of Assets using prevailing tax rate and applicable tax laws.
impairment is ascertained at each balance sheet date in Deferred tax is provided and recognised on timing
respect of the Company’s fixed assets. an impairment loss differences between taxable income and accounting
is recognised whenever the carrying amount of an asset income subject to prudential consideration.
or cash generating unit exceeds its recoverable amount. Deferred tax assets on unabsorbed depreciation and carry
Depreciation / Amortisation forward losses are not recognized unless there is a virtual
(i) the Company has provided Depreciation on straight certainty about availability of future taxable income to
line method as per the requirement of schedule ii of realise such assets.
the Companies act, 2013. Provisions, Contingent Liabilities and Contingent
(ii) Depreciation on incremental value of fixed assets due Assets
to revaluation is provided on straight-line basis with provisions are recognised when there is a present legal or
respect to technically evaluated, remaining useful life statutory obligation as a result of past events and where
of the assets. it is probable that there will be outflow of resources to
(iii) leasehold building is being amortised over the lease settle the obligation and when a reliable estimate of the
period. amount of the obligation can be made.
Contingent liabilities are recognised only when there
Investments is a possible obligation arising from past events due to
non Current investments are stated at cost less provision occurrence or non-occurrence of one or more uncertain
for diminution in value other than temporary, if any. future events not wholly within the control of the
Current investments are valued at cost or market price Company or where any present obligation cannot be
or realisable value whichever is lower. Dividend is measured in terms of future outflow of resources or
accounted for as and when the right to receive the same where a reliable estimate of the obligation cannot be
is established. made. obligations are assessed on an ongoing basis and
Dividend Payment only those having a largely probable outflow of resources
Dividends payable to the Company’s shareholders are are provided for.
recognised in the period in which they are approved by Contingent assets are not recognized in the financial
the Company’s shareholders. statements.
31
notes forming part of balance sheet (Contd.)

As at as at
31st March, 2018 31st march, 2017
2. Notes forming part of Balance Sheet Rs. rs.
2.1 SHARE CAPITAL
Authorised
5,000,000 – equity shares of rs.10 each 50,000,000 50,000,000
(2017 – 5,000,000)
Issued, subscribed and paid–up
771,429 – equity shares of rs.10 each fully paid–up 7,714,290 7,714,290
(2017 – 771,429)
7,714,290 7,714,290
2.1.1. there has been no change / movement in the number of outstanding shares as at the beginning and at
the end of our reporting period.
2.1.2 the Company has only one class of equity shares having a par value of rs. 10/- per share. each holder
of equity is entitled to one vote per share. the Company may declare and pay dividends. the dividend,
if any proposed by the board of Directors of the Company is subject to the approval of the shareholders
in the ensuing annual General meeting. 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 in proportion to the number of equity shares held by equity shareholders.
2.1.3 eQuitY shares in the CompanY helD bY eaCh shareholDer holDinG more than 5% eQuitY shares
No. of Shares no. of shares
held on held on
31.3.2018 % holding 31.3.2017 % holding
Name of Shareholders
anamika lodha 220,576 28.59 220,576 28.59
simika lodha 220,576 28.59 220,576 28.59
As at as at
31st March, 31st march,
2018 2017
2.2 RESERVES AND SURPLUS Rs. rs.
Capital Revaluation Reserve
as per last account 5,035,730 5,035,730
Capital Reserve
as per last account 9,937 9,937
General Reserve
add : transferred from surplus 1,000,000 40,437,606
251,000,000 250,000,000
Special Reserve (under section 45 iC of reserve bank of india act)
76,272,000 73,872,000
Surplus in the Statement of Profit & Loss - as per last account 140,639,012 46,150,020
add : profit after tax transferred from statement of profit & loss 11,897,374 168,676,598
Amount available for appropriation 152,536,386 214,826,618
APPROPRIATIONS
Dividend for 2016-2017 1,542,858 -
Corporate Dividend tax 314,090 -
General reserve 1,000,000 40,437,606
special reserve 2,400,000 33,750,000
Surplus - closing balance 147,279,438 140,639,012
total 479,597,105 469,556,679
32
notes forming part of balance sheet (Contd.) As at as at
2018 2017
2.3 OTHER LONG–TERM LIABILITIES Rs. rs.
security Deposit 2,896,461 2,896,461
others 324,361 472,347
3,220,822 3,368,808
2.4 OTHER CURRENT LIABILITIES
balances in unpaid Dividend accounts 535,860 510,714
Contribution to Gratuity fund 253,327 597,191
others * 887,032 368,495
* including statutory dues payable 1,676,219 1,476,400
2.5 SHORT–TERM PROVISIONS
taxation 77,677 43,937,677
77,677 43,937,677
2.6 PROPERTY, PLANT & EQUIPMENT

tangible assets
Gross Carrying Amount Depreciation Net Carrying Amount
Description original Cost additions sales/ Original Cost upto Depreciation sales/ Total Value as on value as on
/ revaluation during adjustments / Revaluation 31.03.2017 for the year adjustments 31.03.2018 31.03.2018 31.03.2017
as on the year as on
01.04.2017 31.03.2018
rs. rs. rs. Rs. rs. rs. rs. Rs. Rs. rs.
land 3,624,535 - - 3,624,535 - - - - 3,624,535 3,624,535
building :
freehold 50,835,733 2,123,023 - 52,958,756 18,250,829 792,035 - 19,042,864 33,915,892 32,584,904
leasehold 342,945 - - 342,945 274,114 9,557 - 283,671 59,274 68,831
plant & machinery 2,647,593 - - 2,647,593 1,296,610 117,321 - 1,413,931 1,233,662 1,350,983
furniture, fixtures
and equipments 165,861 - - 165,861 151,776 1,657 - 153,433 12,428 14,085
total 57,616,667 2,123,023 - 59,739,690 19,973,329 920,570 - 20,893,899 38,845,791 37,643,338
previous year 57,655,882 10,838 50,053 57,616,667 19,073,816 899,513 - 19,973,329 37,643,338
As at as at
2018 2017
2.7 NON–CURRENT INVESTMENTS Rs. rs.
long term, (non-trade), Quoted
equity shares of rs.10 each except where otherwise nos.
stated (fully paid) 2017-18 2016-17
Graphite india limited (face value rs.2 per share) 350,000 350,000 19,866,484 19,866,484
Grasim industries ltd. (face value rs.2 per share) 157 - 13,139 -
aditya birla nuvo limited (abnl) - 105 - 14,521
aditya birla fashion and retail limited (abfrl) 546 546 127 127
aditya birla Capital limited 219 - 580 -
mangalore refinery and petrochemicals ltd. 400 400 4,000 4,000
hDfC bank limited (face value rs.2 per share) 2,500 2,500 5,000 5,000
hindalco industries ltd. (face value re.1 per share) 45,750 45,750 4,392,000 4,392,000
reliance industries ltd. 130,000 65,000 18,982,115 18,982,114
iDfC 50,000 50,000 3,511,762 3,511,762
33
notes forming part of balance sheet (Contd.) As at as at

2018 2017
2.7 NON–CURRENT INVESTMENTS (Contd.) Rs. rs.
i D f C bank ltd. 50,000 50,000 – –
(as per the scheme of demerger, 1 (one) equity share of rs.10
each of iDfC bank ltd. issued for each equity share of rs.10
each of iDfC limited free of cost.)
i t C limited (face value re.1 per share) 90,000 90,000 3,578,171 3,578,171
vedanta ltd. (face value re.1 per share) 6,012 6,012 188,310 188,310
(formerly known as sesa sterlite ltd)
Bonds
8.30% nhai tax free bonds 3,743 3,743 3,837,493 3,837,493
105,538,828 105,539,629
Long Term, (Non-Trade), Unquoted
equity shares of rs.10 each except where otherwise
stated (fully paid)
woodlands multispeciality hospital limited 1,780 1,780 8,900 8,900
Kirloskar Computer services limited 10,000 10,000 100,000 100,000
less : provision for diminution in value of shares (100,000) (100,000)
In Subsidiary Companies:
equity shares of rs.10 each except where otherwise
stated (fully paid)
herbert holdings ltd 220,000 220,000 7,000,000 7,000,000
alfred herbert limited 900,007 900,007 9,000,070 9,000,070
16,008,970 16,008,970
121,547,798 121,548,599
a) Quoted investments - book value 105,538,828 105,539,629
b) unquoted investments - book value 16,008,970 16,008,970
121,547,798 121,548,599
aggregate market value of Quoted investments 479,840,414 236,819,677
2.8 LONG–TERM LOANS & ADVANCES
unsecured–considered good
Capital advance - 1,000,000
security Deposits 1,946,233 1,941,260
1,946,233 2,941,260
nos.
2.9 CURRENT INVESTMENTS (Unquoted) 2017-18 2016-17 Rs. rs.
units of rs.10 each in uti fixed income interval plan - 1,367,720.056 1,367,720.056 20,004,000 20,004,000
Quarterly plan series iii - institutional Growth plan
units of rs.10 each in iDfC ultra short 6,529,199.962 8,029,724.999 65,833,868 80,949,030
term fund - weekly Dividend-(regular plan)
units of rs.10 each in hDfC Cash management fund - 6,055,385.588 7,801,977.804 61,265,247 78,842,347
t.a. plan - retail - regular plan - weekly Dividend reinvest
147,103,115 179,795,377
aggregate market value of investments (nav as at 31st march) 159,549,702 190,349,059
2.10 CASH AND CASH EQUIVALENTS
balances with banks :
(i) on Current accounts 1,187,019 719,028
(ii) on unpaid Dividend accounts 535,860 510,714
(iii) on fixed Deposit with iCiCi bank with maturity of twelve months 1,434,082 1,340,000
Cash in hand 2,818 4,461
TOTAL 3,159,779 2,574,203
34
Notes to the Balance Sheet and Statement of Profit and Loss (Contd.) as at as at
2018 2017
2.11 SHORT–TERM LOANS AND ADVANCES Rs. rs.
unsecured– Considered good
advance recoverable in cash or in kind or for value to be received 1,011,407 271,508
advance income tax 6,043,507 49,633,582
prepaid expenses – 7,399
unsecured- Considered doubtful
advance to subsidiary Company (note no.5) 42,000,000 18,000,000
less:provision for non-performing
loans & advances (note no.5) 4,200,000 37,800,000 – 18,000,000
44,854,914 67,912,489
2.12 OTHER CURRENT ASSETS
unsecured– Considered good
interest accrued 365,827 371,871
365,827 371,871
ended ended
2.13 REVENUE FROM OPERATIONS Rs. rs.
sale of products – 103,970
(note no. 13)
interest income :-
interest on bonds 4,661,818 4,662,669
others * 198,673 4,860,491 315,572 4,978,241
Dividend from shares (long term) 3,957,455 603,046
Dividend from mutual funds (short term) 6,080,354 5,155,507
rent 11,392,043 9,724,585
other operating revenues :
profit on sale of Current investments (net) 227,384 100,044
26,517,727 20,665,393
* including interest on income tax refund rs.91,736 (2016-17 :rs.72,822)
2.14 EMPLOYEE BENEFIT EXPENSES
salaries & wages 3,295,273 3,900,816
Contribution to provident and other funds 491,883 817,915
staff welfare expenses 51,353 58,406
3,838,509 4,777,137
2.15 OTHER EXPENSES
electricity 407,369 575,987
rent 1,413,546 1,353,994
repairs to building 587,684 1,071,615
repairs - others including maintenance 309,646 192,558
insurance 25,088 23,352
rates and taxes 270,683 941,312
flat maintenance 230,284 233,660
loss on sale of non-current investments (long term) - 2,418,510
postage and telephone 320,225 329,027
legal & secretarial expenses 963,096 645,429
irrecoverable amount written off - 565,820
professional fees 17,000 203,000
traveling and Conveyance 433,757 337,622
Directors’ fees 315,000 280,000
motor Car expenses 248,750 361,575
provision for non-performing loans & advances (note no.5) 4,200,000 -
miscellaneous expenses (i) 1,447,045 992,012
11,189,173 10,525,473
(i) includes :
auditors’ remuneration :(exclusive of taxes)
statutory audit fees 50,000 50,000
tax audit fees 10,000 14,000
other services 24,000 30,500
35
notes to the balance sheet and statement of profit and loss (Contd.)
3. Contingent Liabilities and Commitments
a) Contingent liability not provided for in respect of Corporate Guarantee for rs.27,500,000/- (2016-17
rs.27,500,000/)
b) Contingent liability not provided for in respect of bank Guarantee for obtaining way bill from west
bengal Commercial tax Department for rs.1,340,000/- (2016-17 rs.1,340,000/-)
c) estimated amount of contracts remaining to be executed on Capital account and not provided for –
rs.nil (2016-17 rs.1,280,000/-)
4. Land at Bangalore
in response to the Company’s writ petition against the order of the assistant Commissioner of forest,
Karnataka for vacating the Company’s property in whitefield which had been acquired from KiaDb. the
single bench of hon’ble high Court at Karnataka upheld the Company’s contention and held that the land did
not belong to the forest department. a review petition has been filed by the forest department with hon’ble
high Court at Karnataka (involving several industries including the Company situated in the same vicinity) and
the same is currently pending before the said court.
5. loans and advances given to 100% subsidiary, alfred herbert limited include rs.30 lakhs which has become
non-performing asset (npa) during the year in terms of prudential norms issued by the reserve bank of india.
pending outcome of the steps for recovery taken by the Company, the entire amount of loan of rs.420 lakhs
given to the said subsidiary has been considered to be npa and has been so classified in these accounts.
provision of rs.42 lakhs required in terms of the guidelines issued by reserve bank of india has been made
in these accounts. further, no interest as a matter of support to the subsidiary and also considering the
prudential guidelines by the reserve bank of india has been accrued against the said loan.
6. Disclosure of Employee Benefit Expenses in accordance with the requirements of AS-15 (Revised) :
Gratuity Plan
the company provides for gratuity, a defined benefit plan covering eligible employees. Gratuity fund scheme
is administered and controlled by a trust. the projected unit Credit (puC) actuarial method has been used to
assess the plan’s liabilities, including those related to death-in-service and incapacity benefits.
the following tables set out the status of the Gratuity plan as required under as 15 (revised).
reconciliation of Defined benefit obligation and fair value of assets over the year ended 31st march 2018.
i) Change in Defined Benefit Obligations (amount in rs.)
As on 31.03.2018 as on 31.03.2017
a present value of Defined benefit obligations at the 1,595,135 939,718
beginning of period
b Current service Cost 74,294 87,296
C interest Cost 113,893 72,546
D plan amendments 198,533 –
e actuarial losses/(Gains) (50,744) 495,575
f benefits paid – –
G present value of Defined benefit obligations at the end 1,931,111 1,595,135
of period
ii) Change in Fair Value of Assets (amount in rs.)
As on 31.03.2018 as on 31.03.2017
a plan assets at beginning of period 997,944 914,982
b expected return on plan assets 92,573 71,591
C actual Company contributions 597,191 24,736
D actuarial gain/(loss) (9,924) (13,365)
e benefits paid – –
f plan assets at the end of period 1,677,784 997,944
36
iii) Total expense recognised in the Statement of Profit & Loss (amount in rs.)
Components of employer expense For the Year Ended for the Year ended
31.03.2018 31.03.2017
a Current service Cost 74,294 87,296
b interest Cost 113,893 72,546
C expected return on plan assets (92,573) (71,591)
D unrecognised past service Cost 198,533 -
f total expenses recognised in the statement of 253,327 597,191
profit & loss
iv) Net Assets / (Liability) recognised in the Balance Sheet (amount in rs.)
Funded Status For the Year Ended for the Year ended
31.03.2018 31.03.2017
a present value of Defined benefits obligations 1,931,111 1,595,135
b fair value of plan assets 1,677,784 997,944
C funded status [surplus / (Deficit)] (253,327) (597,191)
D employer expenses 253,327 597,191
e employer contributions 597,191 24,736
f net asset / (liability) recognised in balance sheet at
(253,327) (597,191)
end of the period
v) Actuarial Assumptions
As on 31.03.2018 as on 31.03.2017
a Discount rate 7.55% 7.14%
b mortality IALM (2006-08) ialm (2006-08)
Ultimate ultimate
C salary increases 8% 8%
D expected return on assets 7.14% 7.72%
e withdrawal rates Upto 40 years 4.2/ upto 40 years 4.2/thousand
Thousand 40 years & 40 years & above nil
above Nil
vi) Experience Adjustments (amount in rs.)

Year ended Year ended Year ended Year ended Year ended
31.03.2018 31.03.2017 31.03.2016 31.03.2015 31.03.2014
a present value of Defined benefit 1,931,111 1,595,135 939,718 855,705 1,022,098
obligation
b fair value of plan assets 1,677,784 997,944 914,982 782,170 1,007,270
C funded status [surplus/(Deficit)] (253,327) (597,191) (24,736) (73,535) (14,828)
D experience (Gain)/loss (27,286) 462,755 (70,879) (28,234) 6,897
adjustment on plan liabilities
e experience Gain/(loss) (9,924) (13,365) (4,436) (9,900) (10,133)
adjustment on plan assets
f experience (Gain)/loss (23,458) 32,820 2,312 50,709 (44,911)
adjustment on plan liabilities
due to change in assumption
37
7. Leave Encashment
according to the prevailing practice of the Company, the employees are allowed to enjoy the leave within the
year. no encashment of leave is allowed.
8. there are no reported micro enterprises and small enterprises as defined in the micro, small and medium
enterprises Development act 2006, to whom Company owes dues.
9. the Company operates mainly in one business segment viz. non-banking financial activities and therefore the
segment reporting as per the accounting standard (as-17) is not applicable to the Company.
10. in accordance with accounting standard 22 “accounting for taxes on income” (as-22) the company has
accounted for deferred taxes during the year.
the following are the major components of deferred tax (assets) / liabilities. (amount in rs.)
As on 31.03.2018 as on 31.03.2017
Deferred Tax Liability
on account of Depreciation 3,251,630 4,612,018
11. related party disclosure to the extent identified by the management in accordance with the requirements of
accounting standard 18 on “related party transactions” are as follows :-
Related Parties
Name Relationship
alfred herbert limited subsidiary Company
herbert holdings limited subsidiary Company
Jain industrial & Commercial services pvt. ltd. Company where significant influence exist
(upto 31st December, 2017)
la Crème De la Crème services llp llp where certain Directors are partners
(w.e.f. 1st January, 2018)
Key Management Personnel
r. radhakrishnan Chief executive officer & Company secretary
(resigned w.e.f. 2nd november, 2017)
v. matta Chief financial officer
Disclosure of transactions with Related Parties during the year and outstanding balances as on 31st March 2018.
(amount in rs.)
subsidiary Companies Company llp where Key management personnel
where significant certain Directors
alfred herbert herbert
influence exist are partners Ceo & Cs Cfo
ltd. holdings ltd.
Jain industrial la Creme
advance 24,000,000 – – – – –
Given (15,000,000) – – – – –
advance – – – – – –
received back (1,500,000) – – – – –
advance 42,000,000 – – – – –
outstanding (18,000,000) – – – – –
Corporate 27,500,000 – – – – –
Guarantee (27,500,000) – – – – –
lease rent – – 1,242,000 414,000 – –
received – – (1,494,000) (–) – –
remuneration – – – – 680,000 1,028,200
– – – – (1,215,000) (882,500)
note : i) related party transactions are excluding reimbursements.

ii) figures in bracket represent previous year’s figure.
38
12. EARNINGS PER SHARE (EPS) For the year ended

31st march 2018 31st march 2017
i. net profit after tax as per statement of profit & loss
attributable to equity shareholders (rs.) 11,897,374 168,676,598
ii. number of equity shares used as denominator for calculating eps 771,429 771,429
iii. basic and Diluted earnings per share (rs.) 15.42 218.65
iv. face value per equity share (rs.) 10 10
13. Particulars in respect of Purchases & Sales of Trading Goods

DesCription 2017–2018 2016–2017
Qty. Value Qty. value
(Unit) Rs. (unit) rs.
a) purchase Nil 53,007
b) sales Nil 103,970
14. previous year’s figures have been regrouped / rearranged / reclassified wherever necessary, to make it comparable
with current year figures.
sTATEmENT REgARdiNg sUBsidiARy cOmPANiEs fOR 2017–18

sl. name of subsidiary reporting Capital reserves total total investments turnover/ profit/(loss) provision profit after proposed
no Company / Country Currency assets liabilities total before for taxation Dividend
income taxation taxation
1 alfred herbert limited inr 9,000,070 (43,141,278) 79,560,891 79,560,891 – 118,166,429 (24,847,166) (575,307) (24,271,859) –
india
2 herbert holdings limited inr 2,200,000 13,859,356 16,071,156 16,071,156 15,726,074 506,425 475,662 – 475,662 –
india
39
cONsOLidATEd BALANcE sHEET ANd

sTATEmENT Of PROfiT & LOss
2017–2018
iNdEPENdENT AUdiTOR’s REPORT
to
the members of
Report on the Consolidated Financial Statements
we have audited the accompanying consolidated financial statements of alfred herbert (india) limited (hereinafter
referred to as “the holding Company”) and its subsidiaries (the holding Company and its subsidiaries together
referred to as “the Group”) comprising of the Consolidated balance sheet as at 31st march, 2018, the Consolidated
statement of profit and loss, the Consolidated Cash flow statement for the year then ended, and a summary of
the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated
financial statements”).
Management’s Responsibility for the Consolidated Financial Statements
the holding 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 consolidated financial statements that give a true and
fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows
of the Group in accordance with the accounting principles generally accepted in india, including the accounting
standards specified under section 133 of the act, read with rule 7 of the Companies (accounts) rules, 2014. the
respective board of Directors of the companies included in the Group 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 accounting records, relevant to the preparation and presentation of the financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have
been used for the purpose of preparation of the consolidated financial statements by the Directors of the holding
Company, as aforesaid
Auditor’s Responsibility
our responsibility is to express an opinion on these consolidated financial statements based on our audit. while
conducting the audit, we have taken into account the provisions of the act, the accounting and auditing standards
and matters which are required to be included in the audit report under the provisions of the act and the rules
made there under.
we conducted our audit of the consolidated 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 consolidated financial statements
are free from material misstatement.
an audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in
the consolidated financial statements. the procedures selected depend on the auditor’s 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
holding 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
holding Company’s board of Directors, as well as evaluating the overall presentation of the consolidated financial
statements.
we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion on the consolidated financial statements.
Opinion
in our opinion and to the best of our information and according to the explanations given to us, 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 accounting principles generally accepted in india, of the consolidated
state of affairs of the Group, as at 31st march, 2018, and their consolidated profit and their consolidated cash
41
flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements
1. as required by section143 (3) of the act, we report, to the extent applicable, 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 of the aforesaid consolidated financial statements.
(b) in our opinion, proper books of account as required by law relating to preparation of the aforesaid
consolidated financial statements have been kept so far as it appears from our examination of those
books.
(c) the Consolidated balance sheet, the Consolidated statement of profit and loss, and the Consolidated
Cash flow statement dealt with by this report are in agreement with the relevant 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 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 of the holding Company as on
31st march, 2018 taken on record by the board of Directors of the holding Company and the reports
of the statutory auditors of its subsidiary companies incorporated in india, none of the directors of the
Group companies, incorporated in india is disqualified as on 31st march, 2018 from being appointed as
a director in terms of section 164 (2) of the act.
(f) with respect to the adequacy of internal financial controls over financial reporting of the Group and the
operating effectiveness of such controls, refer our separate report in annexure.
(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 auditor’s) rules, 2014, read with the Companies (audit and auditors) amendment
rules, 2017, in our opinion and to the best of our information and according to the explanations given
to us:
i. the consolidated financial statements disclose the impact of pending litigations on the consolidated
financial position of the Group refer note 3 to the consolidated financial statements.
ii. the Group did not have any material foreseeable losses on long-term contracts including derivative
contracts.
iii. there has been no delay in transferring amounts, required to be transferred, to the investor education
and protection fund by the holding Company.
iv. the disclosure regarding details of specified bank notes held and transacted during 8th november,
2016 to 30th December, 2016 has not been made since the requirement does not pertain to financial
year under review.
for a l p s & Co.
Chartered accountants
firm’s iCai regn. no. 313132e
(r.s.tulsyan)
Kolkata partner
ANNEXURE TO THE AUDITORS’ REPORT

report on the internal financial Controls under Clause (i) of sub-section 3 of section 143 of the Companies act,
2013 (“the act”)
in conjunction with our audit of the consolidated financial statements of the Company as of and for the year
ended 31st march, 2018, we have audited the internal financial controls over financial reporting of alfred herbert
(india) limited (hereinafter referred to as “the holding Company”) and its subsidiaries companies which are
companies incorporated in india, as of that date.
Management’s Responsibility for Internal Financial Controls
the respective board of Directors of the holding Company and subsidiary companies, which are companies
incorporated in india, are responsible for establishing and maintaining internal financial controls based on
the internal control over financial reporting criteria established by the Companies considering the essential
components of internal control stated in the Guidance note on audit of internal financial Controls over financial
42
reporting issued by the institute of Chartered accountants of india (‘iCai’). these responsibilities include the
design, implementation and maintenance of adequate internal financial controls that were operating effectively
for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness
of the accounting records, and the timely preparation of reliable financial information, as required under the
Companies act, 2013.
Auditors’ Responsibility
our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting
based on our audit. we conducted our audit in accordance with the Guidance note on audit of internal financial
Controls over financial reporting (the “Guidance note”) and the standards on auditing, issued by iCai and
deemed to be prescribed under section 143(10) of the Companies act, 2013, to the extent applicable to an audit
of internal financial controls, both applicable to an audit of internal financial Controls and, both issued by the
iCai. those standards and the Guidance note require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial
reporting was established and maintained and if such controls operated effectively in all material respects.
our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial
controls system over financial reporting and their operating effectiveness. our audit of internal financial controls
over financial reporting included obtaining an understanding of internal financial controls over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. the procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the financial statements, whether
due to fraud or error.
we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion on the Company’s internal financial controls system 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 authorisations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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 holding Company and its associates companies has, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls over financial reporting
were operating effectively as at 31 march 2018, based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated in the Guidance note
on audit of internal financial Controls over financial reporting issued by the institute of Chartered accountants
of india. for a l p s & Co.
Chartered accountants
firm’s iCai regn. no. 313132e
(r.s.tulsyan)
Kolkata partner
43
consolidated Balance sheet as at 31st march, 2018

As at as at
note 31st March, 31st march,
number 2018 2017
Rs. rs.
I EQUITY AND LIABILITIES
(1) Shareholders’ Funds
(a) share Capital 2.1 7,714,290 7,714,290
(b) reserves and surplus 2.2 449,715,184 459,270,954
(2) Non-current Liabilities
(a) Deferred tax liability (net) 2.3 3,571,553 5,507,248
(refer note no.9)
(b) long-term borrowings 2.4 1,236,660 3,484,453
(c ) other long term liabilities 2.5 3,220,822 3,368,808
(d) long-term provisions 2.6 294,914 269,218
(3) Current Liabilities
(a) short-term borrowings :- 2.7
loan from bank 7,104,910 16,676,128
(b) trade payables
i) total outstanding dues of micro enterprises
and small enterprises – –
ii) total outstanding dues of creditors other than
micro enterprises and small enterprises 24,173,405 30,685,157
(refer note no.8)
(c) other current liabilities 2.8 33,185,201 40,913,119
(d) short-term provisions 2.9 7,152,782 43,937,677
TOTAL 537,369,721 611,827,052
II ASSETS
(1) Non-current Assets
(a) property, plant & equipment
(i) tangible assets 2.10 48,894,128 49,021,752
(ii) intangible assets 2.10 137,253 255,790
(iii) Capital work-in-progress 137,714,286 117,878,735
(b) non-current investments 2.11 108,898,741 108,899,542
(c) long-term loans and advances 2.12 2,824,387 3,819,414
(2) Current Assets
(a) Current investments 2.13 159,478,176 191,806,674
(b) inventories 2.14 35,956,510 37,569,877
(c) trade receivables 2.15 7,663,510 23,710,438
(d) Cash and bank balances 2.16 5,706,109 9,230,874
(e) short-term loans and advances 2.17 17,884,797 64,294,429
(f) other Current assets 2.18 12,211,824 5,339,527
TOTAL 537,369,721 611,827,052
this is the Consolidated balance sheet referred to in our report of even date.
Chairman
44
consolidated statement of Profit and Loss
for the year ended 31st March, 2018
note ended ended
number 31st March, 2018 31st march, 2017
Rs. rs.
PARTICULARS
I Revenue from Operations 2.19 147,167,745 126,442,781
less : excise Duty 2,087,468 10,735,190
net revenue from operations 145,080,277 115,707,591
II Other Income 2.20 336,014 113,952
III Total Revenue (I + II) 145,416,291 115,821,543
IV Expenses :
Cost of materials Consumed 82,080,684 62,487,238
excise Duty expenses – –
purchase of stock-in-trade – 53,007
Changes in inventories of
finished goods, work-in-progress
and stock-in-trade 2.21 290,884 222,881
employee benefits expenses 2.22 29,969,241 32,849,692
finance Costs 2.23 2,346,182 3,011,230
Depreciation and amortization expenses 2.10 2,369,184 2,170,110
other expenses 2.24 37,942,372 33,648,765
total expenses 154,998,547 134,442,923
V Profit /(Loss) before Exceptional Item & Tax (III - IV) (9,582,256) (18,621,380)
VI Exceptional Items :- { Note 5 (ii)}
(i) profit against acquisition of land & building - 200,668,476
(ii) interest against acquisition of land & building - 8,413,681
VII Profit /(Loss) before Tax (V + VI) (9,582,256) 190,460,777
VIII Tax Expenses
(1) Current tax 60,000 43,800,000
(2) for earlier Years (net) - -
(3) excess tax provision for income tax relating to
earlier years written back (7,739) -
(4) Deferred tax (1,935,695) 1,925,924
iX profit/(loss) after tax (7,698,822) 144,734,853
X earning per equity share :
basic & Diluted (rs.) 13 (9.98) 187.62
number of shares used in computing earning per share 771,429 771,429
this is the Consolidated statement of profit & loss referred to in our report of even date.
Chairman
45
consolidated cash flow statement

Year ended 31st march,
2018 2017
(Rs.) (rs.)
A. Cash Flow from Operating Activities
profit before tax (9,582,256) 190,460,777
adjustment for :
Depreciation 2,369,184 2,170,110
interest paid 2,346,182 2,445,410
loss on sale of investments – 2,418,510
profit on acquisition of land & building – (200,668,476)
loss on sale of fixed assets – –
profit on sale of investments (227,384) (100,044)
interest accrued on Deposits – 4,487,982 – (193,734,490)
operating profit before working Capital Changes (5,094,274) (3,273,713)
adjustments for :
inventories 1,613,367 609,830
trade receivables 16,046,928 3,095,031
other Current assets (6,872,297) 3,465,664
irrecoverable amount written off – 565,820
trade payables (6,511,752) –
loans & advances 3,846,400 (14,480,058)
liabilities & provisions (7,852,134) 270,512 16,081,143 9,337,430
Cash (utilised in)/Generated from operating activities (4,823,762) 6,063,717
Direct tax (net) 6,721,103 (43,820,135)
net Cash (utilised in)/ Generated from operating activities 1,897,341 (37,756,418)
B. Cash Flow from Investing Activities
purchase of fixed assets (2,123,023) (2,105,741)
sale / Discard of fixed assets – 200,718,529
Capital work-in-progress (19,835,551) (16,817,360)
proceeds from sale/redemption of investments 45,115,550 51,129,521
purchase of investments (12,558,867) (190,586,139)
net Cash (utilised in)/ Generated from investment activities 10,598,109 42,338,810
C. Cash Flow from Financing Activities
interest paid on borrowings (2,346,182) (2,445,410)
Dividend paid (1,542,858) (1,514,996)
Corporate Dividend tax (314,090) (314,090)
proceeds/(repayment) of borrowings (11,817,085) 4,898,501
net Cash (utilised in)/ Generated from financing activities (16,020,215) 624,005
net increase/(Decrease) in cash & cash equivalent (3,524,765) 5,206,397
Cash and Cash equivalents (opening balance) 9,230,874 4,024,477
Cash and Cash equivalents (Closing balance) 5,706,109 9,230,874
(3,524,765) 5,206,397
Note
i) the Cash flow statement has been prepared in indirect method in accordance with accountingstandard (as–3) on “Cash
flow statements”.
ii) Cash & Cash equivalents represent Cash and bank balances.
this is the Consolidated Cash flow statement referred to in our report of even date.
Chairman
46
consolidated Notes to the Balance sheet and statement of Profit and Loss
1. SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation of Consolidated Financial Statements
the Consolidated financial statements are prepared on accrual basis under the historical cost convention
(except where impairment is made and revaluation is carried out) on the basis of going concern and in
accordance with the provisions of the Companies act, 2013 (‘the act’) and accounting standards specified
under section 133 of ‘the act’ read with rule 7 of the Companies (accounts) rules 2014 and accounting
principles generally accepted in india. accounting policies unless specifically stated to be otherwise, are
consistent and are in consonance with generally accepted accounting principles and are uniform.
PRINCIPLES OF CONSOLIDATION
the financial statements of the Company and its subsidiary Companies are combined on line-by-line basis
by adding together like items of assets, liabilities, income and expenses, after fully eliminating intra-group
balances and intra-group transactions in accordance with accounting standard on “Consolidated financial
statements” (as-21).
COMPANIES INCLUDED IN CONSOLIDATION:
Nature of Country of Proportion of
Company Incorporation ownership
alfred herbert limited subsidiary india 100%
herbert holdings limited subsidiary india 100%
Other Significant Accounting Policies
use of estimates
in preparing the Consolidated financial statements in conformity with accounting principles generally accepted
in india, management is required to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent liabilities as at the date of financial statements and
the amounts of revenue and expenses during the reported period. actual results could differ from those
estimates. any revision to such estimates is recognized in the period the same is determined.
Property, Plant & Equipment
tangible fixed assets other than those, which have been revalued, are stated at cost net of impairment loss, if
any, less depreciation/amortisation. Cost represents expenses relating to acquisition and installation of assets
and other directly attributable costs incurred till the date assets are put to use.
intangible assets are stated at cost less accumulated amortisation and net of impairment if any.
Capital work-in-progress includes expenses relating to construction of building, not ready for its intended use
as on the close of the reported period.
Impairment of Assets
impairment is ascertained at each balance sheet date in respect of the Company’s fixed assets. an impairment
loss is recognized whenever the carrying amount of an asset or cash generating unit exceeds its recoverable
amount.
Depreciation / Amortisation
(i) the Company has provided Depreciation on straight line method as per the requirement of schedule ii
of the Companies act, 2013.
(ii) Depreciation on incremental value of fixed assets due to revaluation is provided on straight-line basis
with respect to technically evaluated remaining useful life of the assets.
(iii) Computer software is treated as intangible asset and is being amortised over a period of five years.
(iv) leasehold building is being amortised over the lease period.
Investments
non Current investments are stated at cost less provision for diminution in value other than temporary, if
any. Current investments are valued at cost or market price or realisable value whichever is lower. Dividend is
accounted for as and when the right to receive the same is established.
Dividend
Dividends payable to the Company’s shareholders are recognised in the period in which they are approved by
the Company’s shareholders.
47
Inventories
inventories are valued at lower of cost or net realisable value. Cost of the inventories is generally ascertained
on weighted average basis. materials and other supplies held for use in the production of inventories are not
written down below cost if the finished product in which they will be incorporated are expected to be sold
at or above cost. Cost for the purpose of valuation of work-in-progress and stock-in-trade includes materials,
labour and appropriate portion of production overheads. Cost of finished goods includes excise duty.
Foreign Currency Transaction
transactions in foreign currencies are accounted for at the exchange rate prevailing on the date of the
transaction. foreign currency assets and liabilities are translated at exchange rates prevailing at the year
end. the loss or gain thereon and also on the exchange differences on settlement of the foreign currency
transaction during the year are recognized in the statement of profit & loss, except in the cases where any
fixed asset acquired from a country outside india, in such case, these are adjusted to the cost of respective
fixed assets.
Revenue Recognition
sales are recognised on passing of the ownership of the goods as per the terms of sales. sales include excise
Duty, income from Job work and are net of rebates, discount and other non-recoverables. Claims, commission
and service charges to the extent considered realisable have been accounted for on ascertainment of amounts
thereof. interest is accrued and recognised on time proportion basis and determined by contractual rate of
interest. Dividend is accounted for as and when the right to receive the same is established.
Employee Benefits
short term employee benefit is recognized as expense in the statement of profit and loss of the year in which
related service is rendered. post employment and other long term employee benefits are provided in the
accounts in the following manner :
i) Gratuity (Defined benefit plan) : the Company has a Gratuity fund administered by the trustees, which
is independent of the Company’s finance. the liability in respect of Gratuity has been determined by actuarial
valuation following projected unit Credit method.
ii) leave encashment : i) in respect of alfred herbert (india) limited, the holding Company - according
to the prevailing practice of the Company, the employees are allowed to enjoy the leave within the year. no
encashment of leave is allowed. ii) in respect of alfred herbert limited, subsidiary Company – liability for
leave encashment is accounted for on the basis of actuarial valuation.
iii) provident fund (Defined Contribution scheme) : accounted for on accrual basis based on the monthly
contribution made to the appropriate authorities.
Warranty Expenses
warranty costs are accrued in the year of sale, based on past experience.
Taxes on Income
income tax is accounted for in accordance with accounting standard (as-22) – “accounting for taxes on
income”. Current tax is calculated on the taxable income using prevailing tax rate and applicable tax laws.
Deferred tax is provided and recognised on timing differences between taxable income and accounting
income subject to prudential consideration.
Deferred tax assets on unabsorbed depreciation and carry forward losses are not recognized unless there is a
virtual certainty about availability of future taxable income to realize such assets.
provisions, Contingent liabilities and Contingent assets
provisions are recognised when there is a present legal or statutory obligation as a result of past events
and where it is probable that there will be outflow of resources to settle the obligation and when a reliable
estimate of the amount of the obligation can be made.
Contingent liabilities are recognised only when there is a possible obligation arising from past events due to
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the
Company or where any present obligation cannot be measured in terms of future outflow of resources or
where a reliable estimate of the obligation cannot be made. obligations are assessed on an on going basis
and only those having a largely probable outflow of resources are provided for.
Contingent assets are not recognised in the financial statements.
48
Consolidated notes to the balance sheet (Contd.)
As at as at
2. Notes forming part of Consolidated Balance Sheet Rs. rs.
2.1 SHARE CAPITAL
authorised
100 – (2017 – 100) 8% redeemable preference shares 10,000 10,000
of rs.100 each
100 – (2017 – 100) redeemable preference shares 10,000 10,000
of rs.100 each
5,000,000 – (2017 – 5,000,000) equity shares of rs.10 each 50,000,000 50,000,000
50,020,000 50,020,000
Issued, subscribed and paid–up
771,429 – equity shares of rs.10 each fully paid–up
(2017 – 771,429) 7,714,290 7,714,290
7,714,290 7,714,290
2.1.1 there has been no change / movement in the number of outstanding shares as at the beginning and at the end of
our reporting period.
2.1.2 the Company has only one class of equity shares having a par value of rs. 10/- per share. each holder of equity
is entitled to one vote per share. the Company may declare and pay dividends. the dividend, if any proposed
by the board of Directors of the Company is subject to the approval of the shareholders in the ensuing annual
General meeting. 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 in proportion to the number of
equity shares held by equity shareholders.
2.1.3 equity shares in the Company held by each shareholder holding more than 5% equity shares.
No. of Shares no. of shares
held on held on
31.3.2018 % holding 31.3.2017 % holding
Name of Shareholders
anamika lodha 220,576 28.59 220,576 28.59
simika lodha 220,576 28.59 220,576 28.59
As at as at
2018 2017
2.2 RESERVES AND SURPLUS Rs. rs.
Capital Revaluation Reserve (as per last account) 5,035,730 5,035,730
5,035,730 5,035,730
Capital Reserve on Consolidation (as per last account) 59,937 59,937
Capital Redemption Reserve (as per last account) 1,400 1,400
General Reserve (as per last account) 255,288,775 214,851,169
256,288,775 255,288,775
49

As at as at
2018 2017
Rs. rs.
Special Reserve ( under section 45 iC of reserve bank of
india act.) ( as per last account) 75,127,150 41,262,150
77,622,650 75,127,150
Surplus in Profit & Loss Account (as per last account) 123,757,962 53,325,715
add /(less): profit after tax transferred from
statement of profit & loss (7,698,822) 144,734,853
Surplus available for appropriation 116,059,140 198,060,568
APPROPRIATIONS
Dividend for 2016-2017 1,542,858 -
Corporate Dividend tax 314,090 -
General reserve 1,000,000 40,437,606
special reserve 2,495,500 33,865,000
Surplus - closing balance 110,706,692 123,757,962
TOTAL 449,715,184 459,270,954
2.3 DEFERRED TAX (ASSETS)/LIABILITIES (NET)

(refer note no.9)
Deferred tax liabilities 3,571,553 5,507,248
3,571,553 5,507,248
2.4 LONG-TERM BORROWINGS

term loan from Canara bank, bangalore 1,236,660 3,484,453
secured by hypothecation of equipments
1,236,660 3,484,453
2.5 OTHER LONG-TERM LIABILITIES
security deposit 2,896,461 2,896,461
others 324,361 472,347
3,220,822 3,368,808
2.6 LONG-TERM PROVISIONS

provision for employee benefits :
provision for leave encashment 294,914 269,218
294,914 269,218
2.7 SHORT-TERM BORROWINGS

loan repayable on demand from bank :
from Canara bank, bangalore :
Cash Credit/Current a/c 7,104,910 12,176,128
(secured by hypothecation of stocks and book debts and
plant & machinery, furniture and fixtures)
packing Credit for exports - 4,500,000
7,104,910 16,676,128
50
As at as at
2018 2017
Rs. rs.
2.8 OTHER CURRENT LIABILITIES
other payables :
Current maturity of long term debt 2,120,004 1,992,412
advances received from Customers 26,730,186 28,396,870
balances with unpaid Dividend accounts 535,860 510,714
provision for leave encashment 1,926 269,218
Contribution to Gratuity fund 253,327 597,191
others (excise Duty, tDs, payroll Deductions, unpaid
Dividend accounts etc.) 3,543,898 9,146,714
33,185,201 40,913,119
2.9 SHORT-TERM PROVISIONS
taxation 7,152,782 43,937,677
7,152,782 43,937,677
2.10 PROPERTY, PLANT & EQUIPMENT

tangible assets
Gross Carrying Amount Depreciation Net Carrying Amount
Description original Cost additions sales/ Original Cost upto for the year Carrying amount sales/ Upto Value as on value as on
/ revaluation during the adjustments / Revaluation 31.03.2017 adjusted with adjustments 31.03.2018 31.03.2018 31.03.2017
as on year as on retained
01.04.2017 31.03.2018 earnings Rs.
rs. rs. rs. Rs. rs. rs. rs. rs. Rs. rs.
land (refer note no.6) 3,624,535 – – 3,624,535 – – – – – 3,624,535 3,624,535
building :
freehold 50,835,733 2,123,023 – 52,958,756 18,250,829 792,035 – – 19,042,864 33,915,892 32,584,904
leasehold 342,945 – – 342,945 274,114 9,557 – – 283,671 59,274 68,831
plant & machinery 27,898,119 – – 27,898,119 15,543,585 1,266,631 – – 16,810,216 11,087,903 12,354,534
furniture, fixtures
& equipments 814,435 – – 814,435 684,982 22,781 – – 707,763 106,672 129,453
vehicles 1,526,940 – – 1,526,940 1,526,940 – – – 1,526,940 – –
office equipment 452,408 – – 452,408 394,434 20,028 – – 414,462 37,946 57,974
others–Computers 2,161,880 – – 2,161,880 1,960,359 139,615 – – 2,099,974 61,906 201,521
Total 87,656,995 2,123,023 – 89,780,018 38,635,243 2,250,647 – – 40,885,890 48,894,128 49,021,752
intanGible assets :
Computer software 623,877 – – 623,877 368,087 118,537 – – 486,624 137,253 255790
623,877 – – 623,877 368,087 118,537 – – 486,624 137,253 255,790
previous Year 77,681,596 10,649,329 50,053 88,280,872 36,833,220 2,170,110 – – 39,003,330 49,277,542
51
Consolidated notes to the balance sheet (Contd.) As at as at

2018 2017
Rs. rs.
2.11 NON–CURRENT INVESTMENTS
Long Term, (Non–Trade), Quoted
Equity Shares of Rs.10 each except
where otherwise Stated (fully paid)
no. of shares no. of shares
Graphite india limited (face value rs.2 per share) 350,000 19,866,484 350,000 19,866,484
aditya birla nuvo limited - - 105 14,521
aditya birla fashion and retail limited (abfrl) 546 127 546 127
aditya birla Capital limited 219 580 - -
Grasim industries ltd. (face value rs.2 per share) 157 13,139 - -
mangalore refinery and petrochemicals ltd. 400 4,000 400 4,000
hDfC bank limited (face value rs.2 per share) 2,500 5,000 2,500 5,000
hindalco industries ltd. (face value re.1 per share) 45,750 4,392,000 45,750 4,392,000
reliance industries ltd. 134,000 19,351,842 134,000 19,351,841
iDfC 50,000 3,511,762 50,000 3,511,762
i D f C bank ltd. 50,000 - - -
(as per the scheme of demerger, 1 (one) equity share of rs.10
each of iDfC bank ltd. issued for each equity share of rs.10
each of iDfC limited free of cost.)
i t C limited (face value re.1 per share) 90,000 3,578,171 90,000 3,578,171
reliance Capital ltd. 50 9,110 50 9,243
reliance power ltd. 250 4,977 250 4,977
reliance Communications ltd.(face value rs.5 per share) 1,000 275,162 1,000 275,162
reliance infrastructure ltd 75 51,904 75 51,904
reliance home finance ltd. 50 133 - -
vedanta ltd. (face value re.1 per share) 6,012 188,310 6,012 188,310
Bonds
8.30% nhai tax free bonds 3,743 3,837,493 3,743 3,837,493
106,249,841 106,250,642
Unquoted Shares
Equity Shares of Rs.10 each except where
otherwise Stated (fully paid)
woodlands multispeciality hospital limited 1,780 8,900 1,780 8,900
lodha Capital markets limited 264,000 2,640,000 264,000 2,640,000
Kirloskar Computer services limited 10,000 100,000 10,000 100,000
less : provision for diminution in value of shares of
Kirloskar Computer services ltd. (100,000) (100,000)
2,648,900 2,648,900
total 108,898,741 108,899,542
a) Quoted investments 106,249,841 106,250,642
b) unquoted investments 2,648,900 2,648,900
108,898,741 108,899,542
Aggregate Market Value of Quoted Investments 483,458,596 239,581,771
2.12 LONG–TERM LOANS & ADVANCES
(unsecured–considered good)
Capital advances - 1,000,000
security Deposits 2,824,387 2,819,414
2,824,387 3,819,414
52
As at as at
2018 2017
Rs. rs.
2.13 CURRENT INVESTMENTS (Unquoted) No. of Units no. of units
units of rs.10 each in iDfC money manager fund - 40,536.703 414,623 40,536.703 414,623
investment plan a - monthly Dividend-(Defunct plan)
units of rs.10 each in iDfC banking Debt 46,947.916 500,000 46,947.916 500,000
fund - Growth option
units of rs.10 each in iDfC super saver 16,893.775 500,000 16,893.775 500,000
income fund - Growth option
units of rs.10 each in iDfC ultra short 6,574,855.064 66,292,501 8,073,392.806 81,387,604
term fund - weekly Dividend-(regular plan)
units of rs.1000 each in uti treasury advantage fund - 2,433.020 2,634,446 2,433.020 2,634,446
flexi Dividend plan payout
units of rs.1000 each in uti treasury advantage fund - 7,837.095 7,867,359 7,494.824 7,523,654
plan - weekly Dividend reinvestment.
units of rs.10 each in hDfC Cash management fund - 6,055,385.588 61,265,247 7,801,977.804 78,842,347
t. a. plan - retail - regular plan - weekly Dividend reinvest
units of rs.10 each in uti fixed income interval plan - 1,367,720.056 20,004,000 1,367,720.056 20,004,000
Quarterly plan series iii - institutional Growth plan
TOTAL 159,478,176 191,806,674
Aggregate Market Value of Investments 172,352,159 202,731,955
(As per NAV of 31st March)
2.14 INVENTORIES
raw materials 12,981,077 13,819,876
work-in-progress 22,477,983 22,768,860
finished Goods 28,125 28,124
loose tools 469,325 953,017
35,956,510 37,569,877
2.15 TRADE RECEIVABLES

(unsecured)
Debts outstanding for a period exceeding six months
Considered Good 1,103,307 1,997,781
Considered Doubtful 475,445 320,474
1,578,752 2,318,255
other debts 6,560,203 21,712,657
8,138,955 24,030,912
less : provision 475,445 320,474
7,663,510 23,710,438
53
Consolidated notes to the balance sheet and statement of profit and loss (Contd.)
As at as at
2018 2017
2.16 CASH AND BANK BALANCES Rs. rs.
A Cash and Cash equivalents
Cash in hand 126,446 197,826
balances with banks :
(i) on Current accounts 2,398,221 6,194,466
(ii) on unpaid Dividend accounts 535,860 510,714
(iii) on fixed Deposit with bank 1,434,082 1,340,000
B Other Balances with Banks:
(i) on margin Deposit- towards bank Guarantee 1,211,500 987,868
5,706,109 9,230,874
2.17 SHORT-TERM LOANS AND ADVANCES
(unsecured-considered good)
advance recoverable in cash or in kind
or for value to be received 5,700,637 5,409,052
prepaid expenses - 7,399
advance income tax 15,319,719 58,877,978
21,020,356 64,294,429
less : provision for Doubtful advances 3,135,559 -
17,884,797 64,294,429
2.18 OTHER CURRENT ASSETS
(unsecured - considered good)
interest accrued 365,827 371,871
accrued income 4,566 23,371
balances with excise/Commercial tax Dept. 11,841,431 4,944,285
12,211,824 5,339,527

ended 31st ended 31st
March, 2018 march, 2017
2.19 REVENUE FROM OPERATIONS Rs rs
sale of products :
i) Domestic sales 90,779,501 96,402,758
ii) exports 25,801,746 6,437,171
rent 11,392,043 9,724,585
sale of services 400,870 218,995
other operating revenues 3,161,476 2,223,125
interest income :-
interest on bonds 4,661,818 4,662,669
others 198,673 315,572
Dividend from shares (long term) 3,980,655 604,184
Dividend from mutual fund (short term) 6,563,579 5,753,678
profit on sale of investment (net) (long term) 227,384 100,044
147,167,745 126,442,781
54
Consolidated notes to the statement of profit and loss (Contd.)
ended 31st ended 31st
March, 2018 march, 2017
Rs rs
2.20 OTHER INCOME
interest income (on fixed Deposit & others) 108,454 75,751
provision for doubtful debts written back (net) – 28,215
provision no longer required written back 205,938 –
miscellaneous income 21,622 9,986
336,014 113,952
2.21 CHANGES IN INVENTORY OF FINISHED GOODS & WORK IN PROGRESS
a) Changes in inventory of finished Goods
opening stock 28,125 74,550
less : Closing stock 28,125 28,125
– 46,425
b) Changes in inventory of work in progress
opening stock 22,768,867 22,945,316
less : Closing stock 22,477,983 22,768,860
290,884 176,456
less : Jigs & fixtures capitalised from wip – –
290,884 176,456
290,884 222,881
2.22 EMPLOYEE BENEFIT EXPENSES
salaries & wages 25,267,908 27,034,493
Contribution to provident
and other funds 1,486,371 2,296,152
staff welfare expenses 3,214,962 3,519,047
29,969,241 32,849,692
2.23 FINANCE COSTS
interest on overdraft 2,346,182 3,011,230
2,346,182 3,011,230
2.24 OTHER EXPENSES

power and fuel 2,498,699 2,386,065
Consumable stores 1,862,641 2,268,355
testing Charges 173,423 -
repairs to building 1,329,135 1,541,479
repairs to plant & machinery 1,148,598 1,760,420
repairs - others 1,405,641 1,168,443
rent 1,413,546 1,353,994
rates and taxes 590,523 1,159,554
insurance 116,034 145,923
electricity 407,369 575,987
flat maintenance 230,284 233,660
postage and telephone 800,861 905,362
legal & secretarial expenses 986,081 973,249
loss on sale of non-current investments (long term) – 2,418,510
professional fees 17,000 203,000
motor Car expenses 1,262,873 1,496,403
Consultancy Charges 4,437,149 6,917,368
security service 2,839,480 2,034,293
traveling and Conveyance 2,593,442 2,942,959
miscellaneous expenses (i) 13,829,593 3,163,741
37,942,372 33,648,765
(i) includes
auditors’ remuneration (exclusive of taxes) :
statutory audit fees 132,000 132,000
tax audit fees 30,000 34,000
other services 57,000 30,500
55
3. Contingent liabilities and Commitments not provided for in respect of : (amount in rs.)
2017–2018 2016 – 2017
i) Corporate Guarantee 27,500,000 27,500,000
ii) bank Guarantees for advance issued in favour of customers 4,845,750 229,100
iii) bank Guarantees for performance issued in favour of customer – 884,000
iv) bank Guarantee for obtaining way bill from west bengal 1,340,000 1,340,000
Commercial tax Department
v) letter of credit in favour of supplier – 1,035,072
vi) Central excise demands not accepted by the Company 2,054,646 2,054,646
vii) penalties in respect of excise / service tax 443,378 443,378
viii) penalty u/s 72 of Kvat act for delay in filing vat 100
for the month of January 07, against which the interim
order was passed by the hon’ble high Court of Karnataka
on 13.04.07 staying the order of penalty until further
consideration of the writ petition. 57,968 57,968
ix) income tax matters – tax, penalty & interest 3,401,531 5,374,665
for fY 2010-11 & 2011-12
x) warranty expenses 100,000 100,000
4. estimated amount of contracts remaining to be executed on capital account and not provided for - rs.nil (2016-17 :
rs.1,280,000/-).
5. Land at Bangalore
in response to the Company’s writ petition against the order of the assistant Commissioner of forest, Karnataka for vacating the
Company’s property in whitefield which had been acquired from KiaDb. the single bench of hon’ble high Court at Karnataka
upheld the Company’s contention and held that the land did not belong to the forest department. a review petition has been
filed by the forest department with hon’ble high Court at Karnataka (involving several industries including the Company situated
in the same vicinity) and the same is currently pending before the said court.
6. Gratuity Plan
the Company provides for gratuity, a defined benefit plan covering eligible employees. Gratuity fund scheme is administered
and controlled by a trust. the projected unit Credit (puC) actuarial method has been used to assess the plan’s liabilities, including
those related to death-in-service and incapacity benefits.
the following tables set out the status of the Gratuity plan as required under as 15 (revised).
reconciliation of Defined benefit obligation and fair value of assets over the year ended 31st march 2018.
i) Change in Defined Benefit Obligations (Amount in Rs)
As on 31.03.2018 as on 31.03.2017
a present value of Defined benefit obligations at the beginning of period 9,636,929 10,296,663
b Current service Cost 424,781 477,808
C interest Cost 678,333 717,844
D actuarial losses/(Gains) (685,313) 140,936
e plan amendments 198,533 -
f benefits paid (272,942) (1,996,322)
G present value of Defined benefit obligations at the end of period 9,980,321 9,636,929
ii) Change in Fair Value of Assets (amount in rs.)
As on 31.03.2018 as on 31.03.2017
a plan assets at beginning of period 9,048,317 10,283,883
b expected return on plan assets 657,746 717,812
C actual Company contributions 600,568 24,736
D actuarial Gain/(loss) 28,780 18,208
e benefits paid (272,942) (1,996,322)
f plan assets at the end of period 10,062,469 9,048,317
56
iii) Total expense recognised in the Statement of Profit & Loss (amount in rs.)
Components of employer expense For the Year Ended for the Year ended
31.03.2018 31.03.2017
C expected return on plan assets (657,746) (717,812)
D unrecognised past service Cost 198,533 -
f total expenses recognised in the statement of profit & loss (70,192) 600,568
iv) Net Assets / (Liability) recognised in the Balance Sheet (amount in rs.)
funded status For the Year Ended for the Year ended
31.03.2018 31.03.2017
a present value of Defined benefits obligations 9,980,321 9,636,929
b fair value of plan assets 10,062,469 9,048,317
C funded status [surplus / (Deficit)] 82,148 (588,612)
D net asset / (liability) recognized in balance sheet at begin- (588,612) (12,780)
ning of period
e employer expenses (70,192) 600,568
f employer contributions 600,568 24,736
G net asset / (liability) recognised in balance sheet at end of 82,148 (588,612)
the period
v) Actuarial Assumptions
As on 31.03.2018 as on 31.03.2017
a Discount rate 7.55% 7.14%
b mortality IALM (2006-08) Ultimate ialm (2006-08) ultimate
C salary increases 8% 8%
D expected return on assets 7.72% 7.72%
e withdrawal rates Upto 40 years 4.2/Thousand upto 40 years 4.2/thousand
40 years & above Nil 40 years & above nil
vi) Experience Adjustments (amount in rs.)

31.03.2018 31.03.2017 31.03.2016 31.03.2015 31.03.2014
a present value of Defined benefit 9,980,321 9,636,929 10,296,663 11,637,923 11,534,625
obligation
b fair value of plan assets 10,062,469 9,048,317 10,283,883 9,829,438 11,388,758
C funded status [surplus/(Deficit)] 82,148 (588,612) (12,780) (1,808,485) (145,867)
D experience (Gain)/loss adjustment (508,506) (124,848) (557,910) 516,995 199,063
on plan liabilities
e experience Gain/(loss) adjustment 28,780 18,208 92,362 (31,916) 43,174
on plan assets
f experience (Gain)/loss adjustment (176,807) 265,784 28,935 751,238 (651,195)
on plan liabilities due to change
in assumption
57
7. Leave Encashment
the table given below shows a summary of the key results in respect of one of the subsidiary Company, alfred
herbert limited :
assets / liabilities (amount in rs.)
As on as on
31.03.2018 31.03.2017
a present value of obligation 296,840 269,218
b fair value of plan assets - -
C net asset/(liability) recognized in balance sheet (296,840) (269,218)
Employer Expense (amount in rs.)
For the year ended for the year ended
31.03.2018 31.03.2017
C actuarial losses/(Gains) (46,645) (47,590)
D total employer expense 27,622 38,751
the financial assumptions employed for the calculations are as follows :
As on 31.03.2018 as on 31.03.2017
Discount rate per annum compound 7.55% p.a. 7.14% p.a.
rate of increase in salaries 8.00% p.a. 8.00% p.a.
expected average remaining working lives of employees (years) 7.90 10.17
scheme is not funded through any trust fund and therefore no assumption regarding expected rate of return on
assets is applicable.
Demographic assumptions :
1. mortality : we have assumed that active members of the scheme will experience in service mortality in
accordance with the standard table indian assured lives mortality (2006–08) ultimate.
2. the following withdrawal rates have been assumed :
age As on 31.03.2018 as on 31.03.2017
withdrawal rate upto 40 years 4.2/Thousand 4.2/thousand
40 years and above Nil nil
early retirement and disability 40 – 54 years 1.8/Thousand 1.8/thousand
55 – 59 years 2.2/Thousand 2.2/thousand
experience adjustments (amount in rs.)
31.03.2018 31.03.2017 31.03.2016 31.03.2015 31.03.2014
a present value of Defined benefit obligation 296,840 269,218 317,727 358,605 429,696
b funded status [surplus/(Deficit)] (296,840) (269,218) (317,727) (358,605) (429,696)
C experience (Gain)/loss adjustment on plan (40,160) (57,022) (57,007) (52,130) (17,030)
liabilities
D experience (Gain)/loss adjustment on plan (6,485) 9,432 1,115 28,372 (27,323)
liabilities due to change in assumption
in the case of holding Company, alfred herbert (india) limited, according to the prevailing practice of the Company,
the employees are allowed to enjoy the leave within the year. no encashment of leave is allowed.
58
8. there are no reported micro enterprises and small enterprises as defined in the micro, small and medium
enterprises Development act, 2006, to whom the Company owes dues.
9. the following are the major components of Deferred tax (assets)/liabilities (amount in rs.)
As on 31.03.2018 as on 31.03.2017
Deferred tax liability
on account of Depreciation 3,621,190 5,609,866
Deferred tax assets
expenses allowable on payment basis u/s 43b (49,637) (341,833)
provision for warranty - -
total (49,637) (341,833)
net Deferred tax liability 3,571,553 5,268,033
10. related party disclosure as identified by the management in accordance with the accounting standard 18 on
related party transactions are as follows:-
Related Party
Name Relationship
Jain industrial & Commercial services pvt. ltd. Company where significant influence exist
(upto 31st December, 2017)
la Crème De la Crème services llp llp where certain Directors are partners
(w.e.f. 1st January, 2018)
Key Management Personnel
r. radhakrishnan Chief executive officer & Company secretary
(resigned w.e.f. 2nd november, 2017)
v. matta Chief financial officer
Disclosure of transactions with related party during the year and outstanding balances as on 31st march, 2018 :
(amount in rs.)
2017–18 2016–17
lease rent received
Jain industrial & Commercial services pvt. ltd. 1,242,000 1,494,000
la Crème De la Crème services llp 414,000 –
Key management personnel
Ceo & Cs 680,000 1,215,000
Cfo 1,028,200 882,500
note : related party transactions are excluding reimbursements.
11 Segment Reporting
a) the holding Company and one of its subsidiary Companies, herbert holdings limited operate mainly in one business
segment viz. non-banking financial activities and therefore the segment reporting as per accounting standard (as)
17 on “segment reporting” is not applicable.
b) in respect of one subsidiary Company, alfred herbert limited, operation predominantly relate to manufacturing and
trading of industrial machineries & spares (manufacturing operations).
accordingly manufacturing operations, sales & marketing operations, realty and business services comprise the
primary basis of segment. others include profit on sale of long term investments and income there against. the only
geographical segment is india.
59
(amount in rs.)
Year ended 31.03.2018 Year ended 31.03.2017
primary segment Manufac– Realty & Others Total manufac– realty & others total
turing Business turing business
Operations Services operations services
A. REVENUE
external sales/income 118,372,367 26,537,499 506,425 145,416,291 94,552,871 20,669,363 599,309 115,821,543
inter segment sales/income - - - - - - - -
total- 118,372,367 26,537,499 506,425 145,416,291 94,552,871 20,669,363 599,309 115,821,543
segment result (profit(+)
loss(-)before tax & interest) (22,500,983) 14,789,247 475,662 (7,236,074) (21,159,529) 213,496,390 569,326 192,906,187
less: un-allocable expenditure
i) interest 2,346,182 2,445,410
ii) other un-allocable expenditure - -
(net of un-allocable income)
total profit before tax (9,582,256) 190,460,777
less: taxes
Current tax 60,000 43,800,000
tax relating to earlier years (7,739) -
Deferred tax (1,935,695) 1,925,924
net income / (loss) after tax (7,698,822) 144,734,853
other information
segment assets 70,284,680 435,694,166 16,071,156 522,050,002 90,319,360 447,032,220 15,597,494 552,949,074
un-allocable assets 15,319,719 58,877,978
total 537,369,721 611,827,052
segment liabilities & provisions 64,307,071 4,897,041 11,800 69,215,912 83,462,797 4,845,208 13,800 88,321,805
un-allocable liabilities & provisions 7,152,782 51,012,755
total 76,368,694 139,334,560
Depreciation 1,448,614 920,570 - 2,369,184 1,270,597 899,513 - 2,170,110
Capital expenditure including Cwip - 137,714,286 - 137,714,286 - 117,878,735 - 117,878,735
12. Disclosure as required in terms of the Accounting Standard 29 on Provisions, Contingent Liabilities and Contingent
Assets are as follows:
nature of item provision for warranty
(amount in rs.)
2017–18 2016–17
opening provision – –
provided during the year 1,006,868 145,185
amount utilized 1,006,868 145,185
Closing provision – –
the above warranty cost represents the expected cost of free replacement and services in respect of sale of
machineries, in terms of stipulation for sale on the basis of the past experience. it is expected that all will be
incurred in next twelve months period.
13. EARNINGS PER SHARE (EPS)
for the year ended
31st March 31st march
2018 2017
i. net profit/(loss) after tax as per statement of profit & loss
attributable to equity shareholders (rs.) (7,698,822) 144,734,853
ii. number of equity shares used as
denominator for calculating eps 771,429 771,429
iii. basic and Diluted earnings per share (rs.) (9.98) 187.62
iv. face value per equity share (rs.) 10 10
60
14. previous year’s figures have been regrouped/rearranged/reclassified wherever necessary, to make it comparable with
current year figures.
15. additional information, as required under schedule iii to the Companies act, 2013
particulars net assets i.e. total assets minus share of profit or loss
total liabilities
name of the entity as % of amount as % of amount
Consolidated (rs.) Consolidated (rs.)
net assets net assets
Parent
alfred herbert (india) limited 94.77 433,511,325 209.09 16,097,374
Subsidiaries
1. alfred herbert limited 1.72 7,858,793 (315.27) (24,271,858)
2. herbert holdings limited 3.51 16,059,356 6.18 475,662
61
ALfREd HERBERT (iNdiA) LimiTEd
form AOc–1
(pursuant to first proviso to sub–section (3) of section 129 read with rule 5 of Companies (accounts) rules, 2014)
statement containing salient features of the financial statement of
subsidiaries/associate companies/joint ventures
Part “A”: subsidiaries
(information in respect of each subsidiary to be presented with amounts in rs.)
Sl. No. Particulars Details

1. name of the subsidiary alfred herbert limited
herbert holdings limited
2. reporting period for the subsidiary concerned, n.a.
if different from the holding company’s
reporting period
3. reporting currency and exchange rate as on the n.a.
last date of the relevant financial year in the
case of foreign subsidiaries
4. share capital alfred herbert limited – rs.9,000,070
herbert holdings limited – rs.2,200,000
5. reserves & surplus alfred herbert limited – (rs.43,141,278)
6. total assets alfred herbert limited – rs.79,560,891
7. total liabilities alfred herbert limited – rs.113,702,099
herbert holdings limited – rs.11,800
8. investments alfred herbert limited – nil
9. turnover alfred herbert limited – rs.118,372,367
10. profit before taxation alfred herbert limited – (rs.24,847,166)
11. provision for taxation alfred herbert limited – (rs.575,307)
herbert holdings limited – nil
12. profit after taxation alfred herbert limited – (rs.24,271,859)
13. proposed Dividend nil in the case of both the Companies
14. % of shareholding 100% in the case of both the Companies
for a l p s & Co. for and on behalf of the board of Directors
Chartered Accountants
r. s. tulsyan a. v. lodha, Din : 00036158
Partner Chairman
membership no. 051793
place : Kolkata Director
Date : 30th may, 2018
62
ATTENdANcE sLiP
Cin : l74999wb1919plC003516
registered office : 13/3, strand road, Kolkata–700 001
telephones : 2264 0106, fax : (91) 033 2229 9124
e–mail : [email protected], website : www.alfredherbert.co.in
please fill attenDanCe slip anD hanD it over at the entranCe of the meetinG hall
Dp id* folio no.
Client id* no. of shares
name and address of the shareholder
i hereby record my presence at the 98th annual General meeting of the members of the Company held on friday, July 27, 2018 at 10.30
a.m. at bengal national Chamber of Commerce & industry auditorium, at 23, sir r.n. mukherjee road, Kolkata - 700 001.
* applicable for investors holding shares in electronic form
signature of shareholder / proxy
PROXy fORm
form no. mGt–11
[pursuant to section 105(6) of the Companies act, 2013 and rule 19(3) of the Companies (management and administration) rules, 2014)
Cin l74999wb1919plC003516
name of the Company ALfREd HERBERT (iNdiA) LimiTEd
registered office herbert house, 13/3 strand road, Kolkata 700 001, west bengal
name of the member(s)
registered address
e–mail iD
tear here
folio no./Client iD Dp iD
i/we, being the member(s) of ____________________________ shares of the above named Company, hereby appoint
1. name
address
e–mail iD
signature or failling him
2. name
address
e–mail iD
signature or failling him
3. name
address
e–mail iD
signature
as my/our proxy to attend and vote (on a poll) for me/us and on my / our behalf of the ninety eighth annual General meeting of the Company, to
be held on friday, 27th July, 2018 at 10.30 a.m. at bengal national Chamber of Commerce & industry auditorium, 23, sir r.n. mukherjee road,
Kolkata and at any adjournment thereof in respect of such resolutions as are indicated below :
Resolutions
Ordinary Business:
1. to receive, consider and adopt the financial statements of the Company for the year ended 31st march, 2018 including audited balance sheet as
at 31st march, 2018 and the statement of profit and loss for the year ended on that date and the reports of the board of Directors and auditors
thereon.
2. to declare a dividend on equity shares.
3. to appoint a director in place of mr. h. v. lodha (Din 00394094), who retires by rotation and being eligible offers himself for re–appointment.
signed this .......................... day of ..................... 2018 affixed

revenue
signature of the shareholder stamp
signature of the proxy holder(s)
Note : 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.
sGCm, ph: 9830042594
if undelivered please return to :
post box 681, 13/3. strand road, Kolkata 700 001

Alfred Herbert Annual Report 2018

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Alfred Herbert Annual Report 2018

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ALfREd HERBERT (iNdiA) LTd.

cfO & cOmPANy sEcRETARy

ANNEXURE TO iTEm NO.3 Of THE NOTicE

mEETiNgs Of THE BOARd RELATEd PARTy TRANsAcTiONs

fORm NO. mgT 9

iii PARTicULARs Of HOLdiNg, sUBsidiARy & AssOciATE cOmPANiEs

iV sHAREHOLdiNg PATTERN (Equity share capital Break up as % to total Equity)

(ii) sHARE HOLdiNg Of PROmOTERs

Sl. No. Shareholding at the Cumulative Shareholding

Sl. No. Shareholding at the Cumulative Shareholding

(v) shareholding of directors & KmP

Change in Indebtedness during the financial year

Vi REmUNERATiON Of diREcTORs ANd KEy mANAgERiAL PERsONNEL

B. Remuneration to other directors:

c. REmUNERATiON TO KEy mANAgERiAL PERsONNEL OTHER THAN md/mANAgER/WTd

Vii PENALTiEs/PUNisHmENT/cOmPOUNdiNg Of OffENcEs

Code of Conduct: bhandari. mr. s. s. Jain is the Chairman of the Committee.

management, performance of statutory and internal 5. Stakeholders Relationship Committee

14. Distribution of Shareholding as on 31st March 2018 cERTificATiON Of cOdE Of cONdUcT

institution. (c) the balance sheet, the statement of profit and

notes form an integral part of the financial statements

for alps & Co. for and on behalf of the board

significant accounting policies 1

notes form an integral part of the financial statements

for alps & Co. for and on behalf of the board

cAsH fLOW sTATEmENT

notes forming part of balance sheet (Contd.)

2.6 PROPERTY, PLANT & EQUIPMENT

notes forming part of balance sheet (Contd.) As at as at

vi) Experience Adjustments (amount in rs.)

note : i) related party transactions are excluding reimbursements.

12. EARNINGS PER SHARE (EPS) For the year ended

13. Particulars in respect of Purchases & Sales of Trading Goods

sTATEmENT REgARdiNg sUBsidiARy cOmPANiEs fOR 2017–18

cONsOLidATEd BALANcE sHEET ANd

flows for the year ended on that date.

ANNEXURE TO THE AUDITORS’ REPORT

consolidated Balance sheet as at 31st march, 2018

consolidated cash flow statement

Consolidated notes to the balance sheet (Contd.)

TOTAL 449,715,184 459,270,954

2.3 DEFERRED TAX (ASSETS)/LIABILITIES (NET)

2.4 LONG-TERM BORROWINGS

2.6 LONG-TERM PROVISIONS

2.7 SHORT-TERM BORROWINGS

2.10 PROPERTY, PLANT & EQUIPMENT

Consolidated notes to the balance sheet (Contd.) As at as at

2.15 TRADE RECEIVABLES

For the year for the year

2.24 OTHER EXPENSES

vi) Experience Adjustments (amount in rs.)

Sl. No. Particulars Details

signed this .......................... day of ..................... 2018 affixed

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