2018 -19 - Claris Lifesciences Limited · 2019-08-30 · Ellisbridge, Ahmedabad - 380 006, India. Tel: +91-79-26563331, 66309339 . Fax: +91-79-26408053

2018 -19

Content Notice 3

Directors’ Report 11

Standalone Financial Statements

Auditors’ Report 33

Annexure to Auditors’ Report 37

Balance Sheet 42

Statement of Profit & Loss 43

Statement of changes in equity 44

Cash Flow Statement 45

Notes forming part of the Financial Statements 47

Consolidated Financial Statements

Auditors’ Report 74

Annexure to Auditors’ Report 79

Balance Sheet 81

Statement of Profit & Loss 82

Statement of changes in equity 84

Cash Flow Statement 85

Notes forming part of the Financial Statements 87

Form AOC – 1 114

Attendance Slip 117

Proxy Form 118

Route Map to the venue of the Annual General Meeting 119

Corporate Information

BOARD OF DIRECTORS Mr. Surrinder Lal Kapur Chairman & Non-Executive and Independent Director

Mr. Arjun Handa Vice - Chairman & Managing Director

Mr. Aditya S. Handa Non-Executive and Non-Independent Director

Mr. Chandrasingh S. Purohit Whole Time Director & CFO

Mr. Shyamsunder Sharma Non-Executive and Non-Independent Director

Dr. Anup P. Shah Non-Executive and Independent Director

COMPANY SECRETARY Mr. Kirit H. Kanjaria Company Secretary & Compliance Officer

BOARD COMMITTEES Audit Committee Mr. Chandrasingh S. Purohit, Chairman Dr. Anup P. Shah, Member Mr. Surrinder Lal Kapur, Member

Stakeholders’ Relationship Committee Mr. Surrinder Lal Kapur, Chairman Mr. Arjun Handa, Member Mr. Chandrasingh S. Purohit, Member

Nomination and Remuneration Committee Mr. Aditya S. Handa, Chairman Dr. Anup P. Shah, Member Mr. Surrinder Lal Kapur, Member

Corporate Social Responsibility Committee Mr. Surrinder Lal Kapur, Chairman Mr. Arjun Handa, Member Mr. Chandrasingh S. Purohit, Member Dr. Anup P. Shah, Member Mr. Shyamsunder Sharma, Member

Committee of Directors Mr. Chandrasingh S. Purohit, Chairman Mr. Arjun Handa, Member Mr. Shyamsunder Sharma, Member

STATUTORY AUDITORS Shah & Shah Associates, Ahmedabad

REGISTERED & CORPORATE OFFICE Claris Corporate Headquarters Nr. Parimal Railway Crossing, Ellisbridge, Ahmedabad - 380 006, India. Tel: +91-79-26563331, 66309339 Fax: +91-79-26408053

BANKERS 1. India Overseas Bank2. Canara Bank3. Andhra Bank4. HDFC Bank5. Oriental Bank of Commerce6. Barclays Bank PLC

REGISTRAR AND TRANSFER AGENT LINK INTIME INDIA PRIVATE LIMITED (Unit: Claris Lifesciences Limited) C-101, 247 Park, L B S Marg, Vikhroli (West), Mumbai - 400 083.

WEBSITE www.clarislifesciences.com

INVESTOR SERVICES E-MAIL ID [email protected]

CORPORATE IDENTIFICATION NUMBER U85110GJ1994PLC022543

NOTICE

Notice is hereby given that the Twenty Fourth Annual General Meeting (“AGM”) of the Members of CLARIS LIFESCIENCES LIMITED will be held on Tuesday, September 17, 2019 at 11:30 AM at Claris Corporate Headquarters, Near Parimal Railway Crossing, Ellisbridge, Ahmedabad – 380 006, Gujarat to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements ofthe Company for the financial year ended March 31, 2019 comprising of the Balance Sheet as atMarch 31, 2019, Statement of Profit & Loss and Cash Flow Statement as on that date and theExplanatory Notes annexed to, and forming part of, any of the above documents together with theReport of the Board of Directors’ and Auditors’ thereon.

2. To appoint a Director in place of Mr. Aditya S. Handa (DIN: 00308513), who retires by rotationand being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

3. Re-appointment of Mr. Surrinder Lal Kapur (DIN: 00033312) as an Independent Director ofthe Company for another term of 5 (five) consecutive years.

To consider and if thought fit, to pass with or without modification(s), the following resolution asa Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150 read with Schedule IV ofthe Companies Act, 2013 and all other applicable provisions, if any, of the Companies Act, 2013and rules made there under (including any statutory modification(s) or re-enactment(s) thereof forthe time being in force), Mr. Surrinder Lal Kapur (DIN: 00033312), who was appointed as anIndependent Director of the Company upto March 31, 2019 and who is eligible for re-appointmentand who meets the criteria for independence as provided in Section 149 of the Companies Act, 2013and rules made thereunder, be and is hereby re-appointed as an Independent Director of theCompany for another term of 5 (five) consecutive years with effect from April 1, 2019 up to March31, 2024 and shall not be liable to retire by rotation.”

“RESOLVED FURTHER THAT any of the Directors or Company Secretary of the Company beand are hereby severally authorized to do all such acts, matters, deeds and things necessary ordesirable in connection with or incidental to giving effect to the above resolution, including but notlimited to filing of necessary forms with the Registrar of Companies and to comply with all otherrequirements in this regard.”

4. Re-appointment of Dr. Anup P. Shah (DIN: 00293207) as an Independent Director of theCompany for another term of 5 (five) consecutive years.

To consider and if thought fit, to pass with or without modification(s), the following resolution asa Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150 read with Schedule IV ofthe Companies Act, 2013 and all other applicable provisions, if any, of the Companies Act, 2013and rules made there under (including any statutory modification(s) or re-enactment(s) thereof forthe time being in force), Dr. Anup P. Shah (DIN: 00293207), who was appointed as an IndependentDirector of the Company upto March 31, 2019 and who is eligible for re-appointment and whomeets the criteria for independence as provided in Section 149 of the Companies Act, 2013 andrules made thereunder, be and is hereby re-appointed as an Independent Director of the Companyfor another term of 5 (five) consecutive years with effect from April 1, 2019 up to March 31, 2024and shall not be liable to retire by rotation.”

Claris Lifesciences Limited - Annual Report 2018-19 3

NOTICE

“RESOLVED FURTHER THAT any of the Directors or Company Secretary of the Company be and are hereby severally authorized to do all such acts, matters, deeds and things necessary or desirable in connection with or incidental to giving effect to the above resolution, including but not limited to filing of necessary forms with the Registrar of Companies and to comply with all other requirements in this regard.”

Place: Ahmedabad By order of the Board of Directors Date: August 16, 2019 For Claris Lifesciences Limited

Regd. Office: Kirit H. Kanjaria Claris Corporate Headquarters Company Secretary & Compliance Officer Nr. Parimal Railway Crossing, Ellisbridge, Ahmedabad – 380 006, India Tel. : +91-79-26563331, 66309339 Fax: +91-79-26408053 Website: www.clarislifesciences.com CIN: U85110GJ1994PLC022543

NOTES:

1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of the SpecialBusiness is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINTA PROXY TO ATTEND AND VOTE IN THE MEETING INSTEAD OF HIMSELF/HERSELFAND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENTAPPOINTING THE PROXY IN ORDER TO BE EFFECTIVE, MUST BE DEPOSITED AT THEREGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THECOMMENCEMENT OF THE MEETING. MEMBERS/ PROXIES SHOULD BRING THEIRDULY FILLED ATTENDANCE SLIP ATTACHED HEREWITH TO ATTEND THE MEETING.A proxy form is sent herewith. Proxies submitted on behalf of the companies, societies, etc., mustbe supported by an appropriate certified copy of the board resolution/authority, as applicable.

A person can act as proxy on behalf of Members not exceeding 50 (fifty) and holding in aggregatenot more than 10 (ten) percent of the total share capital of the Company. Provided that a Memberholding more than ten percent of the total share capital of the Company carrying voting rights mayappoint a single person as proxy and such person shall not act as proxy for any other person orMember.

A Member registered under Section 8 of the Companies Act, 2013 shall not be entitled to appointany other person as his/her proxy unless such other person is also a Member of the Company.

3. Members are requested to kindly bring their copy of the Annual Report with them at the AGM, asno extra copy of the Annual Report would be made available at the AGM.

4. All documents referred to in the accompanying Notice to the Members and the ExplanatoryStatement are available for inspection by the Members at the Registered Office of the Company onall working days, except Saturdays, Sundays and public holidays, during working hours up to andincluding the date of the AGM.

5. Pursuant to Section 72 of the Companies Act, 2013 read with the Companies (Share Capital andDebentures) Rules, 2014, Members are entitled to make a nomination in respect of shares held bythem in physical form. Shareholders desirous of making a nomination are requested to send their


http://www.clarislifesciences.com/


NOTICE

requests in the prescribed Form No. SH-13 and for cancellation / variation in nomination in the prescribed Form No. SH-14 to the Registrar and Transfer Agent of the Company i.e. M/s Link Intime India Private Limited.

6. The Notice of Twenty Fourth AGM along with the Annual Report for the financial year 2018-19will be sent through permitted mode to all Members indicating the process and manner of e-voting.

The Members will be entitled to receive physical copy of the Annual Report for the financial yearended on March 31, 2019, free of cost, upon sending a request to the Registrar and Transfer Agentor the Company Secretary of the Company. The Notice along with the Annual Report will also beavailable on the Company's website www.clarislifesciences.com.

Further, the Members who have not registered their e-mail address so far are requested to registerthe same for receiving all communications including Notices, circulars, Annual Reports etc. fromthe Company electronically, if any, sent through electronic means.

7. Members desiring any information relating to the accounts are requested to write to the Companyat least ten days before the AGM so as to enable the management to keep the information availableat the AGM.

8. Members are requested to intimate changes, if any, pertaining to their name, postal address, emailaddress, telephone/mobile numbers, mandates, nominations, power of attorney, bank details to theirDepository Participants in case the shares are held by them in dematerialized form and to theRegistrar and Transfer Agent i.e. M/s. Link Intime India Private Limited or the Company Secretaryof the Company in case the shares are held by them in physical form for receiving allcommunication in future.

9. The Securities and Exchange Board of India (SEBI) has mandated the submission of PermanentAccount Number (PAN) by every participant in securities market. Members holding shares indematerialized form are, therefore, requested to submit their PAN to the Depository Participantswith whom they maintain their demat accounts. Members holding shares in physical form shouldsubmit their PAN to the Company’s Registrar and Transfer Agent i.e. M/s. Link Intime India PrivateLimited or the Company Secretary of the Company.

10. All unclaimed dividends up to the financial year 2011 have been transferred to the InvestorEducation and Protection Fund (IEPF) of the Central Government. Members wishing to claimdividend, for the previous financial years remaining unclaimed/unpaid, are requested to correspondwith the Registrar and Transfer Agent i.e. M/s. Link Intime India Private Limited or the CompanySecretary of the Company. Members are requested to note that dividends not claimed within aperiod of seven years from the date of transfer to the Company's Unpaid Dividend Account will betransferred to Investor Education and Protection Fund. Kindly note that, the members whoseunclaimed/unpaid dividends and/or shares have been transferred to IEPF, may claim the same fromIEPF Authority by submitting an online application in the prescribed Form No. IEPF-5 availableon the website www.iepf.gov. in and sending a physical copy of the same, duly signed to theCompany, along with requisite documents enumerated in the Form No. IEPF-5. No claims shall lieagainst the Company in respect of the dividend/shares so transferred. The Members/Claimants canfile only one consolidated claim in a financial year. Unpaid/ unclaimed dividend for the financialyears 2012 onwards will be transferred to the IEPF on respective due dates, as applicable, thosemembers who have so far not encashed their dividend from the financial year 2012 onwards arerequested to approach the Registrar and Transfer Agent i.e. M/s. Link Intime India Private Limitedor the Company Secretary of the Company.




http://www.iepf.gov/

http://www.iepf.gov/

NOTICE 11. Voting through electronic means:-

In compliance with the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (including any amendment(s) or modification(s) thereto for the time being in force), the Company is pleased to provide Members facility to exercise their right to vote at the Twenty Fourth AGM and business may be transacted through e-voting (e-voting from a place other than venue of the AGM,) services provided by Central Depository Services (India) Limited (CDSL) for the resolutions set forth in this Notice. It is hereby clarified that it is not mandatory for a Member to vote using the e-voting facility and a Member may avail facility at his/her discretion, subject to compliance with the instructions for e -voting given below: Instructions for shareholders voting electronically are as under:

(i) The e-voting period begins on Friday, September 13, 2019 (10:00 AM) and ends on Monday, September 16, 2019 (5:00 PM). During this period Shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Tuesday, September 10, 2019, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) The Shareholders should log on to the e-voting website www.evotingindia.com. (iii) Click on “Shareholders”. (iv) Now Enter your User ID:

a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. For Members holding shares in Physical Form should enter Folio Number registered

with the Company. (v) Next enter the Image Verification as displayed and Click on Login. (vi) If you are holding shares in demat form and had logged on to www.evotingindia.com

and voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders).

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on the Attendance Slip indicated in the PAN field.

Dividend Bank Details OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the Company records in order to login.

• If both the details are not recorded with the depository or Company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

(viii) After entering these details appropriately, click on “SUBMIT” tab.


http://www.evotingindia.com/

http://www.evotingindia.com/

NOTICE

(ix) Members holding shares in physical form will then directly reach the Companyselection screen. However, members holding shares in demat form will now reach‘Password Creation’ menu wherein they are required to mandatorily enter their loginpassword in the new password field. Kindly note that this password is to be also usedby the demat holders for voting for resolutions of any other company on which theyare eligible to vote, provided that company opts for e-voting through CDSL platform.It is strongly recommended not to share your password with any other person and takeutmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-votingon the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant ‘Claris Lifesciences Limited’ for which you chooseto vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against thesame the option “YES/NO” for voting. Select the option YES or NO as desired. Theoption YES implies that you assent to the Resolution and option NO implies that youdissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK" if you wish to view the entire Resolutiondetails.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. Aconfirmation box will be displayed. If you wish to confirm your vote, click on “OK”,else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modifyyour vote.

(xvi) You can also take a print of the votes cast by clicking on “Click here to print” optionon the voting page.

(xvii) If a demat account holder has forgotten the login password then Enter the User ID andthe image verification code and click on Forgot Password & enter the details asprompted by the system.

(xviii) Shareholders can also use mobile app - m-Voting for e-voting. m-Voting app isavailable on Apple, Android and Windows based Mobile. Shareholders may log in tom-Voting using their e-voting credentials to vote for the Company resolution(s).

(xix) Note for Non – Individual Shareholders and Custodians:• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and

Custodian are required to log on to www.evotingindia.com and register themselvesas Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entityshould be emailed to [email protected].

• After receiving the login details, User would be able to link the account(s) for whichthey wish to vote on.

• The list of accounts linked in the login should be mailed [email protected] and on approval of the accounts they would be ableto cast their vote.


mailto:[email protected]


NOTICE

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently

Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

12. The voting rights of Members shall be in proportion to their shares of the paid up equity share

capital of the Company as on the cut-off date i.e. Tuesday, September 10, 2019. In case of joint holders attending the AGM, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.

13. Any person, who acquires shares of the Company and become Member of the Company after

dispatch of the Notice of AGM and holding shares as on the cut-off date i.e Tuesday, September 10, 2019, may obtain the login ID and password by sending a request at [email protected].

14. A person, whose name is recorded in the Register of Members or in the Register of Beneficial

Owners maintained by the depositories as on the cut off date only shall be entitled to avail the facility of e-voting as well as voting at the AGM through ballot paper.

15. A Member may participate in the AGM even after exercising his right to vote through e-voting but shall not be allowed to vote again at the AGM.

16. M/s. SPANJ & Associates, Company Secretaries, has been appointed as the Scrutinizer for providing facility to the Members of the Company to scrutinize the voting by Ballot Paper and e-voting process in a fair and transparent manner.

17. The Scrutinizer will submit his report to the Chairman after completion of the scrutiny. The result

of the voting on the Resolutions at the Meeting shall be announced by the Chairman or any other person authorised by Board immediately after the results are declared.

18. The Results shall be declared on or after the AGM of the Company by the Chairman of the Company

or a person authorized by Board, within stipulated time, as per the Scrutinizer’s Report submitted to him. The Results declared along with the Scrutinizer's Report shall be placed on the Company's website www.clarislifesciences.com, notice board of the Company and on the website of CDSL.

19. The route map showing directions to reach the venue of the Twenty Fourth AGM is attached at the

end of the Annual Report. EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013: ITEM NO. 3 The members at Annual General Meeting held on June 17, 2014 had appointed Mr. Surrinder Lal Kapur as an Independent Director of the Company for a period of five consecutive years upto March 31, 2019. Pursuant to the provisions of Sections 149, 150 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, Mr. Surrinder Lal Kapur is eligible for re-appointment as an Independent Director for another tenure of five consecutive years and he has also submitted a declaration to this effect of being eligible for re-appointment. The Board of Directors of the Company in its meeting held on March 25, 2019, based on the recommendation of the Nomination and Remuneration Committee as on that date recommended the re-




NOTICE appointment of Mr. Surrinder Lal Kapur as an Independent Director of the Company for another term of five consecutive years from April 1, 2019 upto March 31, 2024 to the members. The Brief Profile of Mr. Surrinder Lal Kapur is as under: Mr. Surrinder Lal Kapur, aged 82 years, holds a post graduate degree in Mathematics and is a graduate in Law from Punjab University. He has completed his training in public administration from the National Academy of Administration, Mussoorie. He holds a diploma in National Economic Management awarded by EDI, an affiliate of the World Bank. He has worked as a Consultant with UNIDO,UNDP and Reserve Bank of India. He has a practical experience in banking and promotion of industrial investments. He served in the Indian Administrative Service for about 35 years. As Secretary to Punjab Govt. Department of Industries, he promoted a number of joint and public sector ventures, including Punjab Tractors. As Secretary to Govt. of India, Ministry of Food Processing, he was instrumental in providing a major directional change to the development and growth of this important sector. He retired from Public Service as Chairman of the Board for Industrial and Financial Reconstruction. He is practising as an Advocate and is proprietor of a law firm known as “S. L. Kapur & Associates”. He has floated a charitable trust known as Poverty Alleviation through Generation of Employment Trust to provide employment opportunities to youth belonging to backward classes and rural areas. He is a former Chairman of Yes Bank and Chairman of Yes Foundation. He is also a Strategic Advisor to Yes Bank. Except Mr. Surrinder Lal Kapur to whom the resolution relates and their relatives (to the extent of their shareholding interest in the Company), none of the Directors, Key Managerial Personnel and their relatives are concerned or interested financially or otherwise in the resolution set out at Item No. 3 of the Notice. Your Directors recommend this resolution for your approval as a Special Resolution. ITEM NO. 4 The members at Annual General Meeting held on June 17, 2014 had appointed Dr. Anup P. Shah as an Independent Director of the Company for a period of five consecutive years upto March 31, 2019. Pursuant to the provisions of Sections 149, 150 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, Dr. Anup P. Shah is eligible for re-appointment as an Independent Director for another tenure of five consecutive years he has also submitted a declaration to this effect of being eligible for re-appointment. The Board of Directors of the Company in its meeting held on March 25, 2019, based on the recommendation of the Nomination and Remuneration Committee as on that date recommended the re-appointment of Dr. Anup P. Shah as an Independent Director of the Company for another term of five consecutive years from April 1, 2019 upto March 31, 2024 to the members. The Brief Profile of Dr. Anup P. Shah is as under:

Dr. Anup Pravin Shah, aged 42 years, is a Fellow Member of The Institute of Chartered Accountants of India. He is a rank holder at the Inter and Final level of exams conducted by The Institute of Chartered Accountants of India. He is Ph.D. in Commerce from Mumbai University. He is also a Law Graduate from Mumbai University and has done Business Consultancy Studies from Jamnalal Bajaj Institute. Dr. Shah is a Senior Partner of M/s. Pravin P Shah & Co., Chartered Accountants, Mumbai. He has over 20 years of experience in the areas of tax advisory, business restructuring, capital markets regulations, foreign investments, international tax, PE investments, real estate structuring, management consultancy, valuations, property matters and Accounting. He has contributed articles /


NOTICE papers to several publications, newspapers and at conferences, delivered talks at seminars and workshops across India and published books and articles on the above mentioned subjects. Dr. Shah is also on the Board of the following public companies:

• Altheon Enterprises Limited • Jai Corp Limited • Marathon Nextgen Realty Limited • JM Financial Capital Limited • JM Financial Services Limited • JM Financial Credit Solutions Limited • JM Finance Home Loans Limited • Mahindra Susten Private Limited

Except Dr. Anup P. Shah to whom the resolution relates and their relatives (to the extent of their shareholding interest in the Company), none of the Directors, Key Managerial Personnel and their relatives are concerned or interested financially or otherwise in the resolution set out at Item No. 4 of the Notice. Your Directors recommend this resolution for your approval as a Special Resolution. Place: Ahmedabad By order of the Board of Directors Date: August 16, 2019 For Claris Lifesciences Limited

Regd. Office: Kirit H. Kanjaria Claris Corporate Headquarters Company Secretary & Compliance Officer Nr. Parimal Railway Crossing, Ellisbridge, Ahmedabad – 380 006, India Tel. : +91-79-26563331, 66309339 Fax: +91-79-26408053 Website: www.clarislifesciences.com CIN: U85110GJ1994PLC022543




DIRECTORS’ REPORT

Dear Members, Your Directors are pleased to present the Twenty Fourth Annual Report of the Company covering the operating and financial performance together with the Audited Standalone and Consolidated Financial Statements and the Auditors’ Report thereon for the financial year ended on March 31, 2019. FINANCIAL RESULTS The financial highlights of the Company on Consolidated and Standalone basis are as below:

(Rupees in Lacs)

Particulars

Consolidated Standalone For the year

ended on March 31,

2019

For the year ended on

March 31, 2018


March 31, 2019


March 31, 2018

Total Revenue from continuing operations

762.61 1,391.78 762.61 1,333.38

Profit/(loss) before Interest, Depreciation, Exceptional Items and Tax

(484.37) (402.02) (443.32) (982.60)

Depreciation & Amortisation Expenses

- 10.31 - 10.31

Profit / (Loss) before share in Profit/ (Loss) of Associate and Tax

(484.37) (412.33) (443.32) (992.91)

Profit / (Loss) before tax (484.37) (412.33) (443.32) (992.91) Tax Expense / (Credit) 264.70 171.14 264.70 171.14 Net Profit / (Loss) after taxes from continuing operations

(749.07) (583.47) (708.02) (1,164.05)

Net Profit / (Loss) after taxes from discontinued operations

- 2,139.64 - 2,097.68

Profit/ (Loss) for the year (749.07) 1,556.17 (708.02) 933.63 Other comprehensive income

- 0.08 - -

Total comprehensive income or loss for the year

(749.07) 1,556.25 (708.02) 933.63

Balance brought forward from previous year

(5,431.96) 56,610.76 (5,386.34) 49,544.04

Adjustment pursuant to composite scheme of arrangement

- (62,428.91) - (54,550.48)

Balance available for Appropriation

(6,181.03) (4,118.43) (6,094.36) (4,072.81)

Dividend paid - (1,091.36) - (1,091.36) Tax on Dividend on equity shares paid

- (222.17) - (222.17)

Balance carried to Balance Sheet

(6,181.03) (5,431.96) (6,094.36) (5,386.34)


DIRECTORS’ REPORT

These financial statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the ‘Ind AS’) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter. RESULTS OF OPERATIONS AND STATE OF COMPANY AFFAIRS During the financial year under review, the Company’s consolidated total revenue (including discontinued operations) stood at Rs. 762.61 Lacs as against Rs. 6,020.42 Lacs in the previous year. The company has incurred a consolidated loss of Rs. 749.07 Lacs for the year as compared to consolidated profit of Rs. 1,556.17 Lacs (including profit from discontinued operations of Rs. 2,139.64 Lacs) in the previous year. TRANSFER TO RESERVES / DIVIDEND During the year under review there was no amount to be transferred to reserves. The Company has not declared any dividend during the year under review. SHARE CAPITAL During the year under review, there is no change in the paid up share capital of the Company. Further, the paid up share capital of the Company as on March 31, 2019 is Rs. 5,456.78 Lacs. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AND CHANGE IN NATURE OF THE BUSINESS During the year under review, an exit offer was provided for a period of one year from March 22, 2018 to March 21, 2019 in accordance with the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (“SEBI Regulations”) from date of delisting i.e. March 22, 2018 to the remaining public shareholders of the Company who did not or were not able to participate or who unsuccessfully tendered their equity shares to the Acquirer(s) during the delisting offer. Post delisting of equity shares from BSE Limited the promoters’ holding increased to 95.81% and further the same is increased to 99.27% on completion of exit offer. Further, the Company had filed Composite Scheme of Arrangement (“Scheme”) with Hon’ble National Company Law Tribunal, Ahmedabad Bench (“NCLT”) and the said Scheme was sanctioned by Hon’ble NCLT vide its order dated October 29, 2018 which inter-alia include demerger of the Treasury & Investment Undertaking and Trading Undertaking of the Company with Altheon Enterprises Limited, which was made effective from November 1, 2018 with effect from Appointed Date. Further, post the Scheme coming into effect Altheon Enterprises Limited becomes the holding company of the Company. After the demerger of the said undertaking, the Company now undertakes business which inter-alia includes trading of pharmaceutical products and other products. The key objective of this Scheme is to streamline the current organization structure and to realize commercial synergies. There have been no material changes and commitments except as mentioned above affecting the financial position of the Company between the end of the financial year and the date of this Directors’ Report. DEPOSITS During the year under review, the Company has neither invited nor accepted any deposits from the public under Section 76 and Chapter V of the Companies Act, 2013 and rules made thereunder.


DIRECTORS’ REPORT

SUBSIDIARIES AND ASSOCIATES The Company has two foreign subsidiaries as on March 31, 2019

Sr. No. Name of the Subsidiaries Subsidiary Foreign Subsidiaries

1 Claris Lifesciences Venezuela C.A. Subsidiary 2 PT. Claris Lifesciences Indonesia Subsidiary

Further, during the year under review, Claris Lifesciences Cia Chile Limitada subsidiary company of the Company has been liquidated on August 13, 2018. The consolidated financial statements of the Company have been duly audited by the Auditors and are forming part of this Annual Report. Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 a statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures is attached to the Consolidated Financial Statements in prescribed Form AOC-1. The statement also provides the details of performance and financial position of each of subsidiaries/associate companies/joint ventures. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements and related information of the subsidiaries, where applicable, will be available for inspection during working hours at the Company’s registered office in Ahmedabad, India, for a period of twenty-one days before the date of the Annual General Meeting. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS Mr. Aditya S. Handa, Director of the Company, retire by rotation at the conclusion of this Annual General Meeting and being eligible offer himself for re-appointment. A brief resume of Mr. Aditya S. Handa, being the Director retiring by rotation and seeking appointment/re-appointment at the ensuing Annual General Meeting is as below: Mr. Aditya S. Handa, aged 34 years, holds a Master of Business Administration degree from Babson college USA and holds a Bachelor of Commerce degree from the Gujarat University, Ahmedabad. He was appointed as a Director of the Company on June 13, 2006. He is having rich experience in all areas of operations such as finance, human resource, manufacturing, marketing, etc. During the year under review and upto the date of this Report, Mr. Chandrasingh S. Purohit, was re-appointed as Whole Time Director and Chief Financial Officer of the Company w.e.f July 3, 2018 for a further period of three years. Mr. Shyamsunder Sharma has been re-designated from Whole Time Director to Non-Executive and Non-Independent Director of the Company w.e.f. March 25, 2019. Ms. Milina Bose has resigned from the position of Non-Executive and Non-Independent Woman Director from March 25, 2019. Mr. T. V. Ananthanarayanan has resigned from the position of Non-Executive and Independent Director of the Company after completion of his tenure as an Independent Director of the Company from March 31, 2019. Further, Dr. Anup P. Shah and Mr. Surrinder Lal Kapur were appointed as an Independent Directors of the Company for another term of five consecutive year commencing from April 1, 2019 to March 31, 2024, subject to approval of members in ensuing Annual General Meeting. Mr. Arjun Handa, Vice – Chairman & Managing Director, Mr. Chandrasingh S. Purohit, Whole Time Director & CFO and Mr. Kirit H. Kanjaria, Company Secretary & Compliance Officer are the Key Managerial Personnel in terms of Section 203 of the Companies Act, 2013. As on date of this Report, the Board of Directors of the Company comprised of Six Directors, one of whom is the Vice - Chairman & Managing Director. The remaining five Directors comprises of one


DIRECTORS’ REPORT

Chairman who is a Non-Executive and Independent Director, one Whole Time Director, two Non-Executive and Non-Independent Directors and one Non-Executive and Independent Director. DECLARATIONS OF INDEPENDENT DIRECTORS The Company has received declaration pursuant to Section 149(7) of the Companies Act, 2013 from each of its Non-Executive and Independent Directors to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. These declarations have been placed before and noted by the Board. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013, your Directors state that: (a) In the preparation of the annual accounts for the financial year ended on March 31, 2019, the

applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2019 and of the profit and loss of the Company for that period;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD During the year under review, 5 (five) meetings of the Board of Directors were held. The interval between the Board Meetings was within the period prescribed under the Companies Act, 2013. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION The Company has formed Nomination and Remuneration Committee which has framed Nomination and Remuneration Policy. The Nomination and Remuneration Policy inter alia deals with the selection, appointment and remuneration of the Directors, Key Managerial Personnel and other employees of the Company including criteria for determining qualifications, positive attributes, independence and other matters as provided in Section 178(3) of the Companies Act, 2013. The Nomination and Remuneration Policy pursuant to Section 178(4) of the Companies Act, 2013 is on the Company’s website and the link thereto is https://www.clarislifesciences.com/global/Financial/Nomination%20and%20Remuneration%20Policy%20-%20w.e.f%20March%2022,%202018.pdf. We affirm that the remuneration to Director and other employees of the Company are as per the terms laid out in the Nomination and Remuneration Policy.


https://www.clarislifesciences.com/global/Financial/Nomination%20and%20Remuneration%20Policy%20-%20w.e.f%20March%2022,%202018.pdf




DIRECTORS’ REPORT

BOARD EVALUATION

Pursuant to the provisions of Sections 178(2) of the Companies Act, 2013, the Nomination and Remuneration Committee / Board has carried out evaluation of the performance of the Board, its Committees and individual Directors. A structured evaluation feedback form was prepared after taking into consideration the inputs received from the Directors, covering various aspects such as board composition, flow of board process, information and functioning, establishment and determination of responsibilities of Committees, and quality of relationship between the Board and the management. The performance of Individual Directors and the Board Chairman was also carried out in terms of attendance, contribution at the meetings, circulation of sufficient documents to the Directors, timely availability of the agenda, etc. Further, pursuant to Schedule IV of the Companies Act, 2013, the performance evaluation of the Independent Directors was carried out by the entire Board of Directors of the Company, except the one being evaluated. The Board of Directors expressed their satisfaction with the evaluation process.

BOARD COMMITTEES AND ITS COMPOSITION

The Company has five Committees of Board as on date of this report and the composition of the Committees as on date of this report is as below: (a) Audit Committee and the Audit Committee comprises of Mr. Chandrasingh S. Purohit, Chairman,

Dr. Anup P. Shah, Member and Mr. Surrinder Lal Kapur, Member of the Audit Committee.(b) Nomination and Remuneration Committee and the Nomination and Remuneration Committee

comprises of Mr. Aditya S. Handa, Chairman, Dr. Anup P. Shah, Member and Mr. Surrinder LalKapur, Member of Nomination and Remuneration Committee,

(c) Stakeholders’ Relationship Committee and the Stakeholders Relationship Committee comprises ofMr. Surrinder Lal Kapur, Chairman, Mr. Arjun Handa, Member and Mr. Chandrasingh S. Purohit,Member of Stakeholders’ Relationship Committee.

(d) Corporate Social Responsibility Committee and the Corporate Social Responsibility Committeecomprises of Mr. Surrinder Lal Kapur, Chairman, Dr. Anup P. Shah, Member, Mr. Arjun Handa,Member, Mr. Chandrasingh S. Purohit, Member and Mr. Shyamsunder Sharma, Member ofCorporate Social Responsibility Committee.

(e) Committee of Directors and the Committee of Directors comprises of Mr. Chandrasingh S. Purohit,Chairman, Mr. Arjun Handa, Member and Mr. Shyamsunder Sharma, Member of Committee ofDirectors.

STATUTORY AUDITORS

Pursuant to Section 139 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, M/s. Shah & Shah Associates (Firm Registration Number: 113742W), Chartered Accountants, Ahmedabad, were appointed as a Statutory Auditors of the Company at the Twentieth Annual General Meeting held on September 23, 2015 for five years i.e. Financial Year 2015-16 to Financial Year 2019-20 from conclusion of Twentieth Annual General Meeting till the conclusion of Twenty fifth Annual General Meeting, accordingly M/s. Shah & Shah Associates, Chartered Accountant, Ahmedabad (Firm Registration No.113742W) are appointed as Statutory Auditors of the Company for the financial year ending on March 31, 2020. In terms of the provisions relating to statutory auditors forming part of the Companies Amendment Act, 2017, notified on May 7, 2018, ratification of appointment of Statutory Auditors at every Annual General Meeting is no more a legal requirement. Accordingly, the Notice convening the ensuing Annual General Meeting does not carry any resolution on ratification of appointment of Statutory Auditors.

The eligibility certificate pursuant to Section 141 of the Companies Act, 2013 and the rules made thereunder is also received from the Statutory Auditors of the Company.

The Standalone and Consolidated Auditors’ Report for the financial year ended on March 31, 2019 have been provided in “Financial Statements” forming part of this Annual Report.


DIRECTORS’ REPORT

SECRETARIAL AUDITOR Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. SPANJ & Associates, Company Secretaries as Secretarial Auditor of the Company for the financial year ended on March 31, 2019. The Secretarial Audit Report for the financial year ended on March 31, 2019 is attached as Annexure – 1 to the Directors’ Report and forming part of this Annual Report. DIRECTORS’ RESPONSE ON AUDITORS’ QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMER MADE There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their Auditors' Report or by the Company Secretary in practice in their Secretarial Audit Report. The Company is not covered under the criteria of appointing cost auditor; therefore, cost audit does not apply during the year under review. Further, pursuant to Section 143(12) of Companies (Amendment) Act, 2015, the Auditors in the course of performance of their duties have not reported any incident of fraud to the Audit Committee of the Company or the Central Government during the year under review. EXTRACT OF ANNUAL RETURN Pursuant to Section 92 of the Companies Act, 2013 and rules made thereunder, the extract of the Annual Return in the prescribed Form MGT – 9 is attached as Annexure – 2 to the Directors’ Report and forming part of this Annual report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Pursuant to Section 186 of the Companies Act, 2013 and the rules made thereunder, particulars of loans given, investments made or guarantees given or securities provided, have been provided in “Financial Statements” forming part of this Annual Report. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES There were no contracts or arrangements with related parties during the year under review falling within the scope of Section 188(1) of the Companies Act, 2013, therefore Form AOC – 2 is not applicable to the Company. INTERNAL CONTROL SYSTEM The Company has a reasonable internal control system, which ensures that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. The internal control systems are further supplemented by periodical review by management. RISK MANAGEMENT The Company has a mechanism to develop a culture and capabilities of identifying, assessing and mitigating risk at all levels and functions of the business by creating risk awareness, which ultimately insures sustainability in the business and benefits the stakeholders and customers. Based on the suggestions and advice of the Board Members, necessary action is taken to mitigate potential risks of the Company. VIGIL MECHANISM / WHISTLE BLOWER POLICY Pursuant to Section 177(9) of the Companies Act, 2013 and rules made thereunder, the Company has established a Vigil Mechanism Policy to provide a mechanism for the Directors and employees to report


DIRECTORS’ REPORT

their grievances, genuine concerns about unethical behaviour, actual or suspected fraud. The mechanism provides for adequate safeguards against victimisation of Directors/employees and also provides for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.

CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted the Corporate Social Responsibility (CSR) Committee in terms of Section 135 of the Companies Act, 2013 and rules made thereunder and the composition of CSR Committee is given under Annexure – 3 to the Directors’ Report. The Board of Directors has adopted a CSR policy which inter alia contains activities that can be undertaken by the Company for CSR, composition and meetings of the CSR Committee, annual allocation for CSR activities, areas of CSR projects, criteria for selection of CSR projects, modalities of execution/ implementation of CSR projects and monitoring mechanism of CSR activities/ projects. An annual report on the CSR activities of the Company in the prescribed format is attached as Annexure – 3 to the Directors’ Report and forming part of this Annual Report. The CSR Policy is available on the website of the Company and link thereto is https://www.clarislifesciences.com/global/Financial/Final%20CSR%20Policy-14.02.17.pdf.

INVESTOR EDUCATION PROTECTION FUND (“IEPF”)

Pursuant to the applicable provision of the Companies Act, 2013 and rules made thereunder, all unpaid and unclaimed dividend are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of 7 years. Further, according to the rules made under the Companies Act, 2013, the shares in respect to which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Accordingly, during the year under review the Company had transferred the unpaid/unclaimed dividend to the IEPF account as under:

Financial Year Amount transferred to IEPF with respect to amount in the unpaid/unclaimed dividend accounts of companies (Amount in Rs.)

2018-19 99,852

POLICY FOR PREVENTION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

Your Directors state that during the year under review, there were no complaints reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF EMPLOYEES

There are no employees employed throughout the financial year and in receipt of remuneration of Rs. 1.02 Crores or more during the year or employed for a part of the financial year and in receipt of remuneration of Rs. 8.50 Lacs or more per month as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Conservation of Energy, Technology Absorption and Research and Development are not applicable to the Company.


https://www.clarislifesciences.com/global/Financial/Final%20CSR%20Policy-14.02.17.pdf

https://www.clarislifesciences.com/global/Financial/Final%20CSR%20Policy-14.02.17.pdf

DIRECTORS’ REPORT

The Company used foreign exchange amounting to Rs. 861.37 Lacs and earned no foreign exchange during the year ended March 31, 2019. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS During the year under review and upto the date of this report, the Hon’ble National Company Law Tribunal, Ahmedabad Bench (“NCLT”) vide order dated October 29, 2018 sanctioned the Scheme which inter-alia included demerger of the Treasury & Investment Undertaking and Trading Undertaking of the Company with Altheon Enterprises Limited along with all assets, liabilities, contracts, arrangements, employees, permits, licenses, records, approvals etc. pertaining to such undertakings stand demerged from the Company and stand transferred to and vested in Altheon Enterprises Limited, which was made effective from November 1, 2018 with effect from Appointed Date. Further, post the Scheme coming into effect Altheon Enterprises Limited becomes the holding company of the Company. ACKNOWLEDGMENTS The Directors take this opportunity to thank all Investors, Clients, Vendors, Banks, Government and Regulatory Authorities, and look forward to their continued support in the future. For and on Behalf of the Board of Directors

Arjun Handa Chandrasingh S. Purohit Vice - Chairman & Managing Director Whole Time Director & CFO (DIN: 00159413) (DIN: 00199651) Place : Ahmedabad Date : August 16, 2019


Annexure – 1 to the Directors’ Report

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31STMARCH, 2019 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of

The Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014]

To, The Members CLARIS LIFESCIENCES LIMITED CIN : U85110GJ1994PLC022543 Regd. Off: Claris Corporate Headquarters, Nr. Parimal Crossing, Ellisbridge, Ahmedabad, Gujarat - 380006

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by CLARIS LIFESCIENCES LIMITED [CIN : U85110GJ1994PLC022543](hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on ourverification 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, we hereby report that in our opinion, the Company has, during the audit period covering the Financial Year ended on 31st March, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company as per Annexure –A for the Financial Year ended on 31stMarch, 2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder

to the extent of Foreign Direct Investment, Overseas Direct Investment and ExternalCommercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act, 1992 (‘SEBI Act’):-(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011;(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015;(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009 upto 10th September, 2018 and The Securities andExchange Board of India (Issue of Capital and Disclosure Requirements)Regulations, 2018 w.e.f 11th September, 2018.;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations, 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations, 1993 regarding the Companies Act and dealing withclient;



(g) The Securities and Exchange Board of India (Delisting of EquityShares)Regulations,2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities)Regulations,1998 upto 10th September, 2018 and The Securities and Exchange Board of India(Buy-back of Securities) Regulations, 2018 w.e.f 11th September, 2018;

However, it has been found that there were no instances requiring compliance with the provisions of the laws indicated at point no. (ii) and (v) mentioned hereinabove during the period under review.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.(ii) The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015;

However, it was noted that the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 were not applicable to the Company as securities of the Company are not listed on any recognized stock exchange.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, mentioned hereinabove and there is adequate compliance management system for the purpose of laws applicable to the Company.We have relied on the representations made by the Company and its representatives for systems and mechanisms formed by the Company for compliances of laws and regulations applicable to the Company.

We 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 were sent seven days in advance in all cases except cases were Shorter Notice was given, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes, wherever required.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable sector specific laws, rules, regulations and guidelines.

We further report that during the audit period of the Company there were no specific events / actions having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. except the following:

(A) During the period under review, the Company had filed Composite Scheme of Arrangement(“Scheme”) with Hon’ble National Company Law Tribunal, Ahmedabad Bench (“NCLT”) inJuly 2018 and the said Scheme was sanctioned by Hon’ble NCLT vide its order dated October29, 2018 sanctioning the demerger of the Treasury & Investment Undertaking and TradingUndertaking of the Company with Altheon Enterprises Limited, which was made effective fromNovember 1, 2018 with effect from Appointed Date.

(B) During the period under review, the Company had made an application to Registrar ofCompanies, Gujarat in July 2018 for extension of time for holding Annual General Meeting forthe financial year ending on March 31, 2018 in view of the Scheme of arrangement filed with



Hon’ble NCLT, and the Registrar of Companies, Gujarat had granted extension of three months time for holding Annual General Meeting for the financial year ending on March 31, 2018.

(C) During the period under review, the Company has completed liquidation of its wholly ownedSubsidiary i.e. Claris Lifesciences CIA Chile Limitada on August 13, 2018.

Place: Ahmedabad Signature : Date : 16th August, 2019 Name of practicing CS : Ashish C. Doshi, Partner

SPANJ & ASSOCIATES Company Secretaries

ACS/FCS No.:F3544 C P No:2356

Note : This report is to be read with our letter of even date which is annexed as Annexure B and forms an integral part of this report.

ANNEXURE –A List of documents verified

1. Memorandum & Articles of Association of the Company.

2. Minutes of the meetings of the Board of Directors, Audit Committee, Nomination &Remuneration Committee, Stakeholders Relationship Committee, Corporate Social ResponsibilityCommittee, Independent Directors, etc along with attendance register, held during the periodunder report.

3. Minutes of General Body Meetings held during the period under report.

4. Statutory Registers/Records under the Act and rules made there under.

5. Agenda papers submitted to all the Directors/Members for the Board Meetings and CommitteeMeetings.

6. Declarations received from the Directors of the Company pursuant to the provisions of Section184 and 164 of the Act.

7. e-Forms filed by the Company, from time-to-time, under applicable provisions of the Act andattachments thereof during the period under report.

8. Communications/ Consent Letters received from the Independent directors for theirappointment(s)/re-appointment(s).

9. Various policies framed by the Company from time to time as required under the Act asmentioned hereunder :

- Corporate Social Responsibility Policy- Vigil Mechanism Policy / Whistle Blower Policy- Policy framed under The Sexual Harassment of women at the work place (Prevention,

Prohibition and Redressal) Act, 2013- Nomination and Remuneration Policy- Code of Conduct for Board Members and Senior Management Group



Annexure - B To, The Members CLARIS LIFESCIENCES LIMITED CIN : U85110GJ1994PLC022543 Regd. Off: Claris Corporate Headquarters, Nr. Parimal Crossing, Ellisbridge, Ahmedabad, Gujarat - 380006

Sir,

Sub: Secretarial Audit Report for the Financial Year ended on 31stMarch, 2019

Our 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. Ourresponsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonableassurance about the correctness of the contents of the Secretarial records. The verification wasdone on test basis to ensure that correct facts are reflected in secretarial records. We believe thatthe processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books ofAccounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance oflaws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations,standards is the responsibility of management. Our examination was limited to the verification ofprocedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company norof the efficacy or effectiveness with which the management has conducted the affairs of theCompany.

Place: Ahmedabad Signature : Date : 16th August, 2019 Name of practicing CS : Ashish C. Doshi, Partner

SPANJ & ASSOCIATES Company Secretaries ACS/FCS No.:F3544

C P No:2356


i CINii Registration Dateiii Name of the Companyiv Category/Sub-category of the Companyv Address of the Registered office

& contact details

vi Whether listed company Yes /Novii Name , Address & contact details of the

Registrar & Transfer Agent, if any.

Sr. No.

Name & Description of main products/services

- -

Sr.No.

Name & Address of the Company CIN/GLNHolding/

Subsidiary/Associate

% holding as on March 31,

2019

Applicable Section as per

Companies Act, 2013

1 Altheon Enterprises Limited(formerly known as Abellon Clean GasLimited)Claris Corporate Headquarters, Nr. ParimalRailway Crossing, Ellisbridge,Ahmedabad, Gujarat - 380 006

U11102GJ2013PLC076631 Holding 99.27 Section 2(87)

2 Claris Lifesciences Venezuela C. AOficina Planta Cuarta, Edificio CentroEmpresarial Estadio, Av. ElEstadio, Urb.Los Chaguaramos, Zona Postal 1040,Caracas, Venezuela.

NA Subsidiary 100.00 Section 2(87)

3 PT. Claris Lifesciences IndonesiaGraha Atrium, Lantai 10 Suite 1005, Jl.Senen Raya 135 Jakarta 10410,Indonesia

NA Subsidiary 100.00 Section 2(87)

I . REGISTRATION & OTHER DETAILS

FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

for the financial year ended on March 31, 2019Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Company (Management & Administration) Rules,

2014

U85110GJ1994PLC022543July 19, 1994Claris Lifesciences LimitedPublic company limited by sharesClaris Corporate Headquarters, Nr. Parimal Railway Crossing, Ellisbridge,Ahmedabad, Gujarat - 380 006. Tel. : +91-79-26563331, 66309339Fax : +91-79-26408053, Email : [email protected]

No

Link Intime India Private Limited, (Unit: Claris Lifesciences Limited)C 101, 247 Park, L B S Marg, Vikhroli (West), Mumbai 400 083.Contact Details: Tel. : +91-22-49186270Fax : +91-22-49186060, Email : [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the Company are given below :

III. PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

NIC Code of the Product /service

-

% to total turnover of the Company

-



Demat Physical Total % of total shares

Demat Physical Total % of total shares

(A) Shareholding of Promoter andPromoter Group

1 Indian(a) Individuals/Hindu Undivided Family - - - - - - - - -

(b) Central Government - - - - - - - - -(c) State Government(s) - - - - - - - - - (d) Bodies Corporate 52,279,068 - 52,279,068 95.81 54,170,114 - 54,170,114 99.27 3.46 (e) Banks/Financial Institutions - - - - - - - - -(f) Any Other (specify) - - - - - - - - -

Sub Total (A)(1) 52,279,068 - 52,279,068 95.81 54,170,114 - 54,170,114 99.27 3.46 2 Foreign

(a) Individuals (Non-Resident Individuals/Foreign Individuals)

- - - - - - - - -

(b) Bodies Corporate - - - - - - - - -(c) Banks / Financial Institutions - - - - - - - - -(d) Any Other (specify) - - - - - - - - -

Sub Total (A)(2) - - - - - - - - - Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2)

52,279,068 - 52,279,068 95.81 54,170,114 - 54,170,114 99.27 3.46

(B) Public shareholding1 Institutions

(a) Mutual Funds/UTI - - - - - - - - - (b) Banks / Financial Institutions - - - - - - - - - (c) Central Government - - - - - - - - -(d) State Government(s) - - - - - - - - -(e) Venture Capital Funds - - - - - - - - -(f) Insurance Companies - - - - - - - - -(g) Foreign Institutional Investors - - - - - - - - -(h) Foreign Venture Capital Investors - - - - - - - - -

(i) Foreign Portfolio Investors 606 - 606 0.00 606 - 606 0.00 -(j) Any Other (specify) - - - - - - - - -

Sub Total (B) (1) 606 - 606 0.00 606 - 606 0.00 -2 Non-institutions

(a) Bodies Corporate 1,375,603 - 1,375,603 2.52 17,775 - 17,775 0.03 (2.49) (b) (i) Individuals - shareholders holding

nominal share capital up to Rs 1 Lakh804,540 2 804,542 1.47 347,619 94 347,713 0.64 (0.83)

(ii) Individual shareholders holding nominal share capital in excess of Rs. 1 Lakh

20,000 - 20,000 0.04 - - - - (0.04)

(c) Any Other

i Non Resident Indians (Repat) 27,591 - 27,591 0.05 7,889 - 7,889 0.01 (0.04) ii Non Resident Indians (Non Repat) 9,421 - 9,421 0.02 5,065 - 5,065 0.01 (0.01)

iii Foreign Companies - - - - - - - - -iv Clearing Member 13,891 - 13,891 0.03 198 - 198 0.00 (0.03) v Directors / Relatives - - - - - - - - -vi Hindu Undivided Family 37,043 - 37,043 0.07 17,679 - 17,679 0.03 (0.04) vii Trusts - - - - - - - - - viii IEPF - - - - 726 - 726 0.00 0.00

Sub Total (B)(2) 2,288,089 2 2,288,091 4.19 396,951 94 397,045 0.73 (3.46) Total Public Shareholding Public Group (B)=(B)(1)+(B)(2)

2,288,695 2 2,288,697 4.19 397,557 94 397,651 0.73 (3.46)

Total (A)+(B) 54,567,763 2 54,567,765 100.00 54,567,671 94 54,567,765 100.00 -(C) Shares held by custodians and against

which Depository Receipts have been issued

i Promoter and Promoter group - - - - - - - - -ii Public - - - - - - - - -

Sub Total ( C ) - - - - - - - - -GRAND TOTAL (A)+(B)+(C) 54,567,763 2 54,567,765 100.00 54,567,671 94 54,567,765 100.00 -

No. of Shares % of total

shares of the

Company

No. of Shares % of shares pledged/

encumbered to total shares

1 Altheon Enterprises Limited 39,154,068 71.76 40,830,136 0.00 3.06 2 Claris Holdings Private Limited 13,125,000 24.05 13,339,978 0.00 0.40

Total 52,279,068 95.81 54,170,114 0.00 3.46

ii) Shareholding of Promoters

No. of Shares held at the beginning of the year April 1, 2018

No. of Shares held at the end of the year March 31, 2019

IV. SHAREHOLDING PATTERN (Equity Share capital Break up as percentage of total equity share capital)

Category Code

Category of Shareholders

% change during the year

i) Categorywise Shareholding

Shareholders NameSr.No.

% change in share holding

during the year

Shareholding at the end of the year March 31, 2019Shareholding at the beginning of the year April 1, 2018

% of shares pledged/encumbered to total

shares

71.7624.05

95.81

% of total shares of the Company

74.82 24.45 99.27



No. of Shares % of total shares of the Company


1 Altheon Enterprises Limited

At the beginning of the year April 1, 2018 39,154,068 71.76 39,154,068 71.76 April 06, 2018 - transfer by way of (Sale)/Purchase/Delisting/Amalgamation 1,304,940 2.39 40,459,008 74.15 April 20, 2018 - transfer by way of (Sale)/Purchase/Delisting/Amalgamation 54 0.00 40,459,062 74.15 May 11, 2018 - transfer by way of (Sale)/Purchase/Delisting/Amalgamation 118,771 0.22 40,577,833 74.37 June 01, 2018 - transfer by way of (Sale)/Purchase/Delisting/Amalgamation 181 0.00 40,578,014 74.37 June 15, 2018 - transfer by way of (Sale)/Purchase/Delisting/Amalgamation 64,997 0.12 40,643,011 74.49 June 22, 2018 - transfer by way of (Sale)/Purchase/Delisting/Amalgamation 11,725 0.02 40,654,736 74.51 June 30, 2018 - transfer by way of (Sale)/Purchase/Delisting/Amalgamation 150 0.00 40,654,886 74.51 July 13, 2018 - transfer by way of (Sale)/Purchase/Delisting/Amalgamation 54,547 0.10 40,709,433 74.61 July 27, 2018 - transfer by way of (Sale)/Purchase/Delisting/Amalgamation 40,084 0.07 40,749,517 74.68 August 10, 2018 - transfer by way of (Sale)/Purchase/Delisting/Amalgamation 25,443 0.05 40,774,960 74.72 September 21, 2018 - transfer by way of (Sale)/Purchase/Delisting/Amalgamation 36,729 0.07 40,811,689 74.79 October 05, 2018 - transfer by way of (Sale)/Purchase/Delisting/Amalgamation 461 0.00 40,812,150 74.79 October 12, 2018 - transfer by way of (Sale)/Purchase/Delisting/Amalgamation 17,242 0.03 40,829,392 74.82 December 07, 2018 - transfer by way of (Sale)/Purchase/Delisting/Amalgamation 722 0.00 40,830,114 74.82 February 01, 2019 - transfer by way of (Sale)/Purchase/Delisting/Amalgamation 22 0.00 40,830,136 74.82

At the end of the year March 31, 2019 40,830,136 74.82

2 Claris Holdings Private LimitedAt the beginning of the year April 1, 2018 13,125,000 24.05 13,125,000 24.05 November 16, 2018 - transfer by way of (Sale)/Purchase/Delisting/Amalgamation 17,390 0.03 13,142,390 24.08

December 21, 2018 - transfer by way of (Sale)/Purchase/Delisting/Amalgamation 8,669 0.02 13,151,059 24.10

January 18, 2019 - transfer by way of (Sale)/Purchase/Delisting/Amalgamation 18,916 0.03 13,169,975 24.13 February 15, 2019 - transfer by way of (Sale)/Purchase/Delisting/Amalgamation 14,403 0.03 13,184,378 24.16 March 08, 2019 - transfer by way of (Sale)/Purchase/Delisting/Amalgamation 54 0.00 13,184,432 24.16 March 15, 2019 - transfer by way of (Sale)/Purchase/Delisting/Amalgamation 63,799 0.12 13,248,231 24.28 March 29, 2019 - transfer by way of (Sale)/Purchase/Delisting/Amalgamation 91,747 0.17 13,339,978 24.45

At the end of the year March 31, 2019 13,339,978 24.45

No.of shares % of total shares of the Company


1 UNAYAN TRADE AND COMMERCE PRIVATE LTDAt the beginning of the year April 1, 2018 10,000 0.02 10,000 0.02

At the end of the year March 31, 2019 10,000 0.02

2 ASHOK KUMAR KISHORILAL DAMANIAt the beginning of the year April 1, 2018 5,027 0.01 5,027 0.01


3 PATEL RITESHKUMAR RASHIKLALAt the beginning of the year April 1, 2018 3,000 0.01 3,000 0.01


4 R SARAVANANAt the beginning of the year April 1, 2018 2,456 0.00 2,456 0.00


5 K AISHWARIYAAt the beginning of the year April 1, 2018 2,300 0.00 2,300 0.00


6 LABHUBEN HARJIBHAI JIVANI

At the beginning of the year April 1, 2018 2,200 0.00 2,200 0.00


7 NALIN M SHETHAt the beginning of the year April 1, 2018 2,100 0.00 2,100 0.00


8 K DAMANI SECURITIES PRIVATE LIMITEDAt the beginning of the year April 1, 2018 2,000 0.00 2,000 0.00


9 USHA RAMPURIAAt the beginning of the year April 1, 2018 2,000 0.00 2,000 0.00


10 TEJVENDER SINGH LALLAt the beginning of the year April 1, 2018 2,000 0.00 2,000 0.00


iii) Change In Promoters' Shareholding

iv) Shareholding Pattern of Top Ten Shareholders(other than Directors, Promoters & Holders of GDRs & ADRs)

Sr.No.

Particulars Shareholding at the beginning of the year April 1, 2018

Cumulative Shareholding during the year

Shareholding at the beginning of the Year April 1, 2018


For Each of the Top 10 ShareholdersSr.No.



No. of shares % of total shares of the Company

No. of shares % of total shares of the Company

1 Mr. Chandrasingh S. Purohit At the beginning of the year April 1, 2018 10 0.00 10 0.00 July 27, 2018 - transfer by way of (Sale)/Purchase 163 0.00 173 0.00 August 3, 2018 - transfer by way of (Sale)/Purchase (160) (0.00) 13 0.00

At the end of the year March 31, 2019 13 0.00

2 Mr. Kirit KanjariaAt the beginning of the year April 1, 2018 - - - -

July 27, 2018 - transfer by way of (Sale)/Purchase 1 0.00 1 0.00


3 Mr. Shyamsunder SharmaAt the beginning of the year April 1, 2018 - - - - July 27, 2018 - transfer by way of (Sale)/Purchase 1 0.00 1 0.00


Note: The following Directors / KMPs did not hold any shares in their individual capacity during the period April 1, 2018 to March 31, 2019:

2. Mr. Arjun Handa - Vice - Chairman & Managing Director

5. Mr. Shyamsunder Sharma was redesignated from Whole Time Director to Non-Executive and Non-Independent Director w.e.f March 25, 2019

3. Dr. Anup P. Shah - Non-Executive and Independent Director4. Mr. Aditya S. Handa - Non-Executive & Non-Independent Director

v) Shareholding of Directors and Key Managerial Personnels

Sr. No.

Directors and Key Managerial Personnels Shareholding at the beginning of the year April 1, 2018


1. Mr. Surrinder Lal Kapur - Non-Executive and Independent Director

This s

pace has been left blank intentionally



(Rupees in Lacs) Secured Loans

excluding Deposit Unsecured

Loans (including other financial

liabilities)

Deposits Total Indebtedness

Indebtness at the beginning of the financial yeari) Principal Amount - 1,993.01 - 1,993.01 ii) Interest due but not paid - - - - iii) Interest accrued but not due - - - - Total (i+ii+iii) - 1,993.01 - 1,993.01

Change in Indebtedness during the financial year

Additions (Net) - 770.29 - 770.29 Reduction - - - - Net Change - 770.29 - 770.29

Indebtedness at the end of the financial yeari) Principal Amount - 2,763.30 - 2,763.30 ii) Interest due but not paid - - - - iii) Interest accrued but not due - - - - Total (i+ii+iii) - 2,763.30 - 2,763.30

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

This space has been left b

lank intentionally



Mr. Arjun Handa - Vice Chairman &

Managing Director

Mr. Shyamsunder Sharma - Whole

Time Director$

Mr. Chandrasingh S. Purohit - Whole Time Director

&CFO

Gross salary(a) Salary as per provisions contained in section 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 profitothers (specify)

- - -

5 Others, please specify - - - Total (A) - - - Ceiling as per the Companies Act, 2013 (5% of the Net Profit)*Ceiling as per the Companies Act, 2013 (10% of the Net Profit)*

Sr.No. Particulars of Remuneration1 Independent Directors Mr. Surrinder Lal

KapurDr. Anup P. Shah

(a) Fee for attending board committee meetings 3.80 1.20 7.40 (b) Commission - - - (c ) Others, please specify - - - Total (1) 7.40

2 Other Non Executive Directors

(a) Fee for attending board committee meetings

(b) Commission(c ) Others, please specify.Total (2)Total (B)=(1+2) 7.40 Total Managerial Remuneration(Total (A) + Total(B))

7.40

Ceiling as per the Companies Act, 2013(11% of the Net Profit)*

1 Gross Salary(a) Salary as per provisions contained in section 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 Option3 Sweat Equity4 Commission

as % of profitothers, specify

5 Others, please specifyTotal(C) -

-

- -

-

-

- -

- -

Mr. Chandrasingh S. Purohit - Whole Time Director & CFO

Mr. Kirit H. Kanjaria - Company Secretary & Compliance Officer

-

-

-

-

- -

- -

-

Sr. No.

Particulars of Remuneration Total Amount

Key Managerial Personnels

-

-

-

C. Remuneration to Key Managerial Personnels other than Managing Director / Manager / Whole time Director

Ms. Milina Bose #Mr. Aditya S. Handa

* Profit being negative, ceiling limit cannot be computed.

-

-

-

-

B. Remuneration to other directors:

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(Rupees in Lacs)Sr. No.

Particulars of Remuneration Name of the Managing Director / Whole Time Director/ Manager

* Profit being negative, ceiling limit cannot be computed.

-

-

-

- -

-

- -

Remuneration and commission based on performance, if any, is drawn from holding company of the Company by the Manging Director, Whole Time Directors, CFO andCompany Secretary of the Company and the total remuneration drawn from one or more companies does not exceed ceiling limit as prescribed under the Companies Act,2013 and rules made thereunder.

-

(Rupees in Lacs)

A. Remuneration to Managing Director, Whole time director and/or Manager:

Total Amount

1

$ Mr. Shyamsunder Sharma was redesignated from Whole Time Director to Non-Executive and Non-Independent Director w.e.f March 25, 2019

Name of the Directors

& Mr. T. V. Ananthanarayanan resigned as Non-Executive and Independent Director from March 31, 2019.# Ms. Milina Bose resigned as Non-Executive and Non-Independent Woman Director from March 25, 2019.

Mr. T. V. Ananthanarayanan &

2.40 -

Total Amount

-

(Rupees in Lacs)



Type Section of the Companies Act,

2013

Brief Description

Details of Penalty/Punishment/ Compounding fees

imposed

Authority (RD/NCLT/Court)

Appeal made if any (give details)

A. COMPANYPenaltyPunishmentCompoundingB. DIRECTORSPenaltyPunishmentCompoundingC. OTHER OFFICERS IN DEFAULTPenaltyPunishmentCompounding

VII. PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES

None

None

None

This space has been left b

lank intentionally




ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. A brief outline of the Company’s CSR Policy, including overview of projects / programmesproposed to be undertaken and a reference to the web-link to the CSR Policy and projects /programmes:

Claris Lifesciences Limited at its group level has been working on initiatives of social,educational, cultural and economic development of society at large.

The projects undertaken will be within the broad framework of Schedule VII of the CompaniesAct, 2013, as amended from time to time. The web link to the CSR Policy ishttp://www.clarislifesciences.com/global/Financial/Corporate-Social-Responsibility-Policy.pdf

2. The composition of the CSR Committee:

The CSR Committee consists of Mr. Surrinder Lal Kapur, Mr. Arjun Handa, Mr. Chandrasingh S.Purohit, Dr. Anup P. Shah and Mr. Shyamsunder Sharma as on date of this report.

Mr. Surrinder Lal Kapur acts as a Chairman to the Committee.

3. Average net profit of the Company for last three financial years:

The average net profit of the Company for last three financial years i.e. March 31, 2016, March31, 2017 and March 31, 2018 is Rs. 841.24 Lacs.

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above): Rs. 16.82 Lacs

5. Details of CSR spend for the financial year:

(a) Total amount to be spent for the financial year: Rs. 16.82 Lacs as stated above in pointno. 4

(b) Amount unspent, if any: Nil(c) Manner in which the amount spent during the financial year is detailed below: Table

shown below

6. In case the Company has failed to spend the two per cent of the average net profit of the lastthree financial years or any part thereof, the Company shall provide the reasons for notspending the amount in its Directors' Report.

The Company has fully spent the prescribed CSR expenditure for the year 2018-19.

7. A responsibility statement of the CSR committee that the implementation and monitoring ofCSR Policy, is in compliance with CSR objectives and Policy of the Company.

We hereby declare that implementation and monitoring of the CSR Policy are in compliance withCSR objectives and policy of the Company.

For Claris Lifesciences Limited

Surrinder Lal Kapur Arjun Handa Chairman, CSR Committee Vice - Chairman & Managing Director (DIN : 00033312) (DIN : 00159413)


http://www.clarislifesciences.com/global/Financial/Corporate-Social-Responsibility-Policy.pdf

http://www.clarislifesciences.com/global/Financial/Corporate-Social-Responsibility-Policy.pdf


(Rupees in Lacs)

Sr. No.

CSR Projects/ Activity

identified

Sector in which the project is covered

Projects/ programmes

Local area/other specify the State

and district where projects/

programmes were

undertaken

Amount Outlay

(Budget) Projects or Programm

-es wise

Amount spent on the

projects /programmes

1. Directexpenditure on projects/ programmes

Cumulat-ive

Expenditure

up to reporting

period

Amount spent: Direct

or Through

implementing Agency

1 Project Kartavya

Environmental Sustainability

Ahmedabad, Gujarat

2.45 2.45 2.45 Directly

2 Idea to Incorporation

Capacity building and

contribution to incubators/ start - ups

approved by Central

Government

Gujarat 2.97 2.97 5.42 Through Shuddhi

Foundation

3 LxS Local to Society

Heritage Conservation

Ahmedabad, Gujarat

4.66 4.66 10.08 Through Shuddhi

Foundation 4 CUB-

Conserving Urban

Biodiversity

Environmental Sustainability

Ahmedabad, Gujarat


Foundation

5 Revitalization of old city of Ahmedabad

Heritage Conservation

Ahmedabad, Gujarat


Foundation 6 Transitional

Houses in Kerala flood affected area

National relief fund

Kerala 12.25 12.25 37.57 Through Shuddhi

Foundation

7 Supporting traditional art

Heritage conservation,

support of traditional arts

and handicrafts

Ahmedabad, Gujarat


Foundation

8 Supporting under

privileged student

Promoting Education

Gujarat 0.45 0.45 38.41 Direct



(Rupees in Lacs)

Sr. No.

CSR Projects/ Activity

identified

Sector in which the project is covered

Projects/ programmes

Local area/other specify the State

and district where projects/

programmes were

undertaken

Amount Outlay

(Budget) Projects or Programm

-es wise

Amount spent on the

projects /programmes

1. Direct expenditure on projects/ programmes

Cumulat-ive

Expenditure

up to reporting

period

Amount spent: Direct

or Through

implementing Agency

9 Contribution towards

support of kidney failure

patients

Promoting health care including preventive health care

Ahmedabad, Gujarat

8.18 8.18 46.59 Through: India Renal Foundation

10 Promoting education and

health care

Child Protection

against sexual abuse and training to teachers

Ahmedabad, Gujarat

3.54 3.54 50.13 Through: Confederation

of Indian Industry

Subtotals 50.13 50.13 50.13 Overheads - - - Total CSR

Spent 50.13 50.13 50.13


INDEPENDENT AUDITOR’S REPORT

To,

The Members of

CLARIS LIFESCIENCES LIMITED

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

We have audited the standalone Ind AS financial statements of CLARIS LIFESCIENCES LIMITED ("the

company"), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit & Loss (including

Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then

ended and notes to the financial statements, including a summary of significant accounting policies and other

explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid

standalone Ind AS financial statements give the information required by the Act in the manner so required and

give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of

affairs of the company as at March 31, 2019, and its loss (including other comprehensive Income), changes in

equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act,2013. Our responsibilities under those standards are further described in the Auditor’s

Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the

company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India

together with the ethical requirement that are relevant to our audit of the financial statements under the

provisions of the Companies Act,2013 and the rules thereunder and we have fulfilled our other ethical

responsibilities in accordance with the Code of Ethics. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to note no: 40 with respect to the losses incurred by the company and erosion of its net worth

and preparation of the standalone financial statements on going concern assumption, based on the reasons and

assumptions stated in the aforesaid note. The company’s ability to continue as a going concern is dependent on

generation of the expected cash flows to be able to meets its obligations as and when they arise, for which an

uncertainty exists that may cast significant doubt on the ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

Other information

The Company’s management and Board of Directors are responsible for the other information. The other

information comprises the information included in the company’s annual report, but does not include the

standalone financial statements and our auditors’ report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express

any form of assurance conclusion thereon.


In connection with our audit of the standalone financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

Standalone Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially

misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act,

2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair

view of the financial position, financial performance (including other comprehensive income), changes in equity

and cash flows of the Company in accordance with the accounting principles generally accepted in India,

including the accounting Standards specified under section 133 of the Act. This responsibility also includes

maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the

assets of the Company and for preventing and detecting frauds and other irregularities; selection and application

of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and 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.

In preparing the financial statements, the Board of Directors is responsible for assessing the Company’s ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease

operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance

with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error

and are considered material if, individually or in the aggregate, they could reasonably be expected to influence

the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional

skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or

error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is

sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material

misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve

collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that

are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible forexpressing our opinion on whether the Company has adequate internal financial controls with reference

to Standalone Financial Statements in place and the operating effectiveness of such controls.


• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates

and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and,

based on the audit evidence obtained, whether a material uncertainty exists related to events or

conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we

conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the

related disclosures in the financial statements or, if such disclosures are inadequate, to modify our

opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.

However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the

disclosures, and whether the financial statements represent the underlying transactions and events in a

manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and

timing of the audit and significant audit findings, including any significant deficiencies in internal control that we

identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other matters that

may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

1. As required by 'the Companies (Auditors’ Report) Order, 2016 ( “the Order”), issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure

A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that :

a) We have sought and obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so

far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income),

the Statement of changes in equity and the Cash Flow Statement dealt with by this Report are in

agreement with the books of account.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting

Standards specified under Section 133 of the Act, read with the Companies (Indian AccountingStandards) Rules, 2015 (as amended).

e) On the basis of the written representations received from the directors as on March 31, 2019

taken on record by the Board of Directors, none of the directors is disqualified as on March 31,

2019 from being appointed as a director in terms of Section 164 (2) of the Act.


f) With respect to the adequacy of the Internal Financial Control over financial reporting of the

Company and the operating effectiveness of such controls, refer to our separate Report in

“Annexure B”.

g) With respect to the other matters to be included in the Auditor’s report in accordance with the

requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our

information and according to the explanations given to us, the Company has not paid any

managerial remuneration to the directors during the year and accordingly reporting on

compliance with section 197 is not applicable;

h) With respect to other matters to be included in the Auditors’ Report in accordance with Rule 11

of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our

information and according to the explanations given to us:

i) The company has disclosed the impact of pending litigations as at March 31, 2019 on its

financial position. Refer Note 31 to the standalone Ind AS financial statements.

ii) The company did not have any long term contracts including derivative contracts for

which there were any material foreseeable losses.

iii) There has been no delay in transferring amounts, required to be transferred, to the

Investor Education and Protection Fund by the Company.

For SHAH & SHAH ASSOCIATES

Chartered Accountants

FRN:113742W

SUNIL K DAVE

Place : Ahmedabad. PARTNER

Date : August 16, 2019 Membership Number: 047236

UDIN No.: 19047236AAAACX6103


“Annexure A” to the Independent Auditors’ Report of even date on the Standalone Ind AS financial

statements of CLARIS LIFESCIENCES LIMITED,

(Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirements’ of our report

of even date to the Standalone Ind AS financial statements of the Company for the year ended on March 31,

2019)

1. The Company does not hold any fixed assets; Thus paragraph 3(i) (a), (b) and (c) of the Order is not

applicable to the Company.

2. The Company does not hold any physical inventories; Accordingly paragraph 3 (ii) of the Order is not


3. According to the information and explanations given to us, the company has not granted any loans,

secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the

register maintained under Section 189 of the Act. Hence reporting under clause 3(iii) of Order does not

arise.

4. Company has not granted loan to any persons covered under section 185 of the Companies Act, 2013 or

given guarantees or securities in connection with loan taken by such persons. In our opinion and

according to the information and explanations given to us, the company has complied with the

provisions of section 186 of the Act in respect of investments made by the company.

5. According to the information and explanations given to us, the company has not accepted any deposits,

in terms of the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or

any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015.

6. The Central Government of India has not specified the maintenance of cost records under Sub-section

(1) of Section 148 of the Companies Act, 2013 for any of the activities performed by the Company.

Accordingly, paragraph 3(vi) of the Order is not applicable to the Company.

7. a) As per information and explanations given to us, the company is regular in depositing

undisputed statutory dues including provident fund, employees' state insurance, income tax,

sales-tax, service tax, GST, duty of customs, duty of excise, value added tax, cess and any other

statutory dues with the appropriate authorities. There are no outstanding statutory dues as at the

last day of the financial year under audit for a period of more than six months from the date they became payable.

b) According to the information and explanation given to us, the details of dues in respect of

income tax, sales tax and excise duty which have not been deposited as at March 31, 2019 on

account of disputes are given below:

Statute Nature of Dues

Forum where

Dispute is

pending

Period to

which the

amount

relates

Amount

involved

(Rs. in

lakhs*)

Income Tax Act, 1961 Income Tax Income Tax

Appellate Tribunal 2005-2006 71.50


Statute Nature of Dues

Forum where

Dispute is

pending

Period to

which the

amount

relates

Amount

involved

(Rs. in

lakhs*)





Income Tax Act, 1961 Income Tax

Commissioner of

Income Tax

(appeals)

2010-2011 0.13

Andhra Pradesh VAT

Act, 2005 Sales Tax

Sales Tax


Gujarat Value added Tax

Act,2003 Sales Tax

Sales Tax


Central Excise Act, 1994 Excise Duty

Deputy

Commissioner,

Central Excise 2011-2012 14.87

* Net of amounts paid under protest or otherwise.

8. According to the information and explanation given to us and based on our audit procedures, the

company has not obtained loan or borrowing from financial institution, bank, government or by way of

issue of debentures. Therefore, the provisions of clause 3(viii) of the Order are not applicable to the

Company.

9. The company has not raised money by way of initial public offer or further public offer (including debt

instruments) or term loan and hence clause 3(ix) of the Order is not applicable to the company.

10. There has been neither any fraud by the company nor any fraud on the company by its officers or

employees has been noticed or reported during the year.

11. In our opinion and according to the information and explanation given to us, and the records of the

Company examined, the Company has not paid or provided for, managerial remuneration during the

year. Accordingly, reporting under paragraph 3 (xi) of the Order does not arise.

12. The Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the Order are not


13. The Company has entered in to transactions with related parties in compliance with Sections 177 and

188 of Act. The details of such related party transactions have been disclosed in the Standalone Ind AS

financial statements as required by the applicable accounting standards.

14. The company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the period under review. Accordingly, the provisions of clause 3(xiv) of

the Order are not applicable to the company.


15. Based upon the audit procedures performed and the information and explanations given by the

management, the company has not entered into any non-cash transactions with directors or persons

connected with him. Accordingly, the provisions of clause 3(xv) of the Order are not applicable to the

company.

16. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act,

1934.



FRN:113742W

SUNIL K DAVE





“Annexure B” to the Independent Auditors’ Report of even date on the Standalone Ind AS financial

statements of CLARIS LIFESCIENCES LIMITED.

Referred to in paragraph 2(f) under the heading ‘Report on Other Legal & Regulatory Requirement’ of our report

of even date to the Standalone Ind AS financial statements of the Company for the year ended March 31, 2019

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of CLARIS LIFESCIENCES

LIMITED (“the Company”) as of March 31, 2019 in conjunction with our audit of the Standalone Ind AS

financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on

“the internal control over financial reporting criteria established by the Company considering the essential

components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over

Financial Reporting issued by the Institute of Chartered Accountants of India”. 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 the Institute

of Chartered Accountants of India and deemed to be prescribed under section 143(10) of the Companies Act,

2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal

Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the

Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain

reasonable assurance about whether adequate internal financial controls over financial reporting was established

and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial

controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls

over financial reporting included obtaining an understanding of internal financial controls over financial

reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating

effectiveness of internal control based on the assessed risk. The procedures selected depend on the Auditors’

judgement, including the assessment of the risks of material misstatement of the Standalone Ind AS financial

statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion on the Company’s internal financial controls system over financial reporting.


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 Standalone Ind AS 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 Standalone Ind AS financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company are being made only in accordance with

authorizations of management and directors of the company; and (3) provide reasonable assurance regarding

prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could

have a material effect on the Standalone Ind AS financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility

of collusion or improper management override of controls, material misstatements due to error or fraud may

occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial

reporting to future periods are subject to the risk that the internal financial control over financial reporting may

become inadequate because of changes in conditions, or that the degree of compliance with the policies or

procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over

financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 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”.



FRN:113742W

SUNIL K.DAVE





Claris Lifesciences Limited

Balance Sheet as at March 31, 2019

(Rs. In lacs)

Particulars Notes As at As at

March 31, 2019 March 31, 2018

ASSETS

I. Non-current assets

Property, plant and equipment 6 - -

Capital work-in-progress 6 - -

Investment property 7 - -

Intangible assets 8 - -

Financial assets

Investment 9 - -

Deferred tax assets (net) 24 956.21 1,220.91

Current tax assets (net) 24 634.64 626.74

1,590.85 1,847.65

II.Current assets

Financial assets

Trade receivables 10 62.68 58.10

Cash and cash equivalents 11 27.43 6.88

Other bank balances 11 38.38 31.60

Loans 12 - -

Other financial assets 13 341.95 131.62

Other current assets 14 111.98 326.89

582.42 555.09

Total assets 2,173.27 2,402.74

EQUITY AND LIABILITIES

Equity

Equity share capital 15 5,456.78 5,456.78

Other equity 16 (6,094.36) (5,386.34)

(637.58) 70.44

LIABILITIES

Current liabilities

Financial liabilities

Trade payables 17

Total outstanding dues of micro enterprises and small enterprises - -

Total outstanding dues of creditors other than micro enterprises and small enterprises 24.56 192.04

Other financial liabilities 18 2,783.91 2,003.68

Other current liabilities 19 2.38 136.58

2,810.85 2,332.30

Total equity and liabilities 2,173.27 2,402.74

Notes forming part of financial statements (including significant accounting policies)

In terms of our report of even date attached For and on behalf of the Board of Directors

For Shah & Shah Associates Arjun Handa Chandrasingh S. Purohit

Chartered Accountants Vice-Chairman & Managing Director Whole time Director & CFO

FRN : 113742W (DIN: 00159413) (DIN: 00199651)

Sunil K. Dave Kirit H. Kanjaria

Partner Company Secretary & Compliance Officer

Membership No. 047236


Place : Ahmedabad Place : Ahmedabad

Date : August 16, 2019 Date : August 16, 2019



Statement of profit & loss for the year ended on March 31, 2019

(Rs. In lacs)

Particulars Notes For the year ended For the year ended

March 31, 2019 March 31, 2018

INCOME

Other income 20 762.61 1,333.38

Total income 762.61 1,333.38

EXPENSES

Depreciation and amortisation expense 21 - 10.31

Other expenses 22 1,205.93 2,315.98

Total expenses 1,205.93 2,326.29

Loss before exceptional items and tax (443.32) (992.91)

Exceptional items [Income / (Expense)] - -

Loss before tax (443.32) (992.91)

Tax expense / (benefit) 24

Current tax - -

Adjustment of tax relating to earlier years - 449.77

Deferred tax expense/(benefit) 264.70 (278.63)

Total tax expense / (benefit) 264.70 171.14

Profit / (loss) for the year from continuing operations (708.02) (1,164.05)

Profit before tax from discontinued operations 23 - 3,207.86

Tax expense of discontinued operations 23 - 1,110.18

Profit for the year from discontinued operations - 2,097.68

Profit for the year (708.02) 933.63

Other comprehensive income - -

Total comprehensive income for the year (708.02) 933.63

Earnings per equity share of Rs.10 each (basic and diluted) 33

Continuing operations (1.30) (2.13)

Discontinued operations - 3.84

Continuing & discontinued operations (1.30) 1.71


In terms of our report of even date attached




FRN : 113742W (DIN: 00159413) (DIN: 00199651)








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Statement of cash flows for the year ended on March 31, 2019

(Rs. In lacs)

Particulars For the year ended on

March 31, 2019


March 31, 2018

Cash flows from operating activities

1. Profit / (loss) before tax

Loss from continuing operations (443.32) (992.91)

Profit from discontinued operations - 3,207.86

(443.32) 2,214.95

2. Adjustment for :

Depreciation and amortisation expense - 10.31

Interest income (40.94) (0.92)

Bad debts written off - 798.45

Provision for doubtful debts & other receivables (net) 149.92 (2,564.27)

Loss on sale of property, plant and equipment, net - (725.52)

Unrealised foreign exchange rate difference (gain)/loss, net - 127.45

Provision for diminution in value of non-current investments - 28.86

Utilisation of provision for diminution in value of non-current investments (28.52) -

Loss on fair valuation of investment at FVTPL - 2.00

Loss on sales of non-current investment - 537.72

Investment in subsidiary written off 28.52 -

Liability / provision no longer required written back (135.32)

Sundry balance written back - (603.97)

Operating profit before working capital changes (1+2) (469.66) (174.94)

3. Adjustments for working capital changes:

(Increase) / Decrease in trade and other receivables (150.58) 3,817.76

Increase / (Decrease) in trade and other payables 613.73 (3,571.00)

Cash used in operations (6.51) 71.82

Extraordinary item

4. Direct taxes paid (7.90) (274.68)

Net cash used in operating activities [A] (14.41) (202.87)

Cash flows from investing activities

Proceeds from sale of property, plant and equipment - 900.00

(Purchase) / proceeds from sale of investment in subsidiary companies - 471.01

Decrease / (increase) in fixed deposits with banks (6.63) (23.93)

Interest received 41.59 -

Net cash generated from investing activities [B] 34.96 1,347.08

Cash flows from financing activities

Dividend paid (including tax impact thereon) - (1,313.53)

Net cash used in financing activities [C] - (1,313.53)

Net increase/(decrease) in cash & cash equivalents [A+B+C] 20.55 (169.32)

Cash & cash equivalents at the beginning of the year 6.88 2,216.39

Cash & cash equivalents transferred pursuant to composite scheme of arrangement (Refer Note 38) - (2,040.20)

Cash & cash equivalents at the end of the year 27.43 6.88


1. Components of cash & cash equivalents

(Rs. In lacs)

Particulars As at March 31, 2019 As at March 31, 2018

Balances with banks

- In current accounts 27.43 6.88

Cash & cash equivalents as per Note 11 27.43 6.88

2. The above cashflow statement has been prepared under the 'indirect method' as set out in the Indian Accounting Standard - 7 "Statement of Cash Flows".

3. The previous year's figures have been regrouped wherever necessary.





FRN : 113742W (DIN: 00159413) (DIN: 00199651)









Notes to the Financial Statements

Note 1 : Corporate information

Note 2 : Basis of preparation

Note 3 : Significant accounting policies

3.01 Changes in accounting policies and disclosures

New and amended standards

The amendment clarifies that where the government grant related to asset, including non-monetary grant at fair value, shall be presented in balance sheet either

by setting up the grant as deferred income or by deducting the grant in arriving at the carrying amount of the asset. Prior to the amendment, Ind AS 20 did not

allow the option to present asset related grant by deducting the grant from the carrying amount of the asset. These amendments do not have any impact on the

standalone financial statements as the company does not have any government grants.

Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting

standard requires a change in the accounting policy hitherto in use.

The company has applied Ind AS 115 and several other amendments and interpretations for the first time during the financial year 2018-19. The company has

not early adopted any standards or amendments that have been issued but are not yet effective.

Ind AS 115 – ‘Revenue from Contracts with Customers’:

Ind AS 115 was issued on March 28, 2018 and supersedes Ind AS 11 Construction Contracts and Ind AS 18 Revenue and it applies, with limited exceptions,

to all revenue arising from contracts with its customers. Ind AS 115 establishes a five-step model to account for revenue arising from contracts with customers

and requires that revenue be recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods

or services to a customer.

Ind AS 115 requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model

to contracts with their customers. The standard also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to

fulfilling a contract. In addition, the standard requires extensive disclosures.

The company adopted Ind AS 115 using the full retrospective method of adoption. The change did not have material impact on the company's standalone

financial statements.

Amendments to Ind AS 12 – ‘Income Taxes’:

The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the

reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and

explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount.

Entities are required to apply the amendments retrospectively. However, on initial application of the amendments, the change in the opening equity of the

earliest comparative period may be recognised in opening retained earnings (or in another component of equity, as appropriate), without allocating the change

between opening retained earnings and other components of equity. Entities applying this relief must disclose that fact.

These amendments do not have any impact on the company as the company has no deductible temporary differences or assets that are in the scope of the

amendments.

Amendments to Ind AS 20 – ‘Accounting for Government Grants and Disclosure of Government Assistance’:

The financial statements comprise financial statements of Claris Lifesciences Limited (the "Company") for the year ended March 31, 2018. The Company is a

public company domiciled in India and is incorporated under the provisions of the Companies Act applicable in India. Its shares were listed on BSE, a

recognized stock exchange, in India till March 22, 2018. The registered office of the company is located at Claris Corporate Headquarters, Nr. Parimal

Crossing, Ellisbridge, Ahmedabad - 380 006, India.

The standalone financial statements were authorised for issue in accordance with a resolution of the directors on August 16, 2019.

The financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013

and other relevant provisions of the Act.

These financial statements are prepared in accordance with Indian Accounting Standard (Ind AS), under the historical cost convention on the accrual basis

except for certain financial instruments which are measured at fair values, the provisions of the Companies Act, 2013 ('the Act') (to the extent notified). The

Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment

rules issued there after.

The financial statements are presented in INR and all values are rounded to the nearest lacs (INR 00,000), except when otherwise indicated.




3.02 Current / non-current classification

All other assets are classified as non-current.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

3.03 Foreign currencies

Transactions and balances

The amendment clarifies that in some cases, an intangible asset may be acquired free of charge, or for nominal consideration, by way of a government grant. In

accordance with Ind AS 20 Accounting for Government Grants and Disclosure of Government Assistance, an entity may choose to recognise both the

intangible asset and the grant initially at fair value. If an entity chooses not to recognise the asset initially at fair value, the entity recognises the asset initially at

a nominal amount plus any expenditure that is directly attributable to preparing the asset for its intended use. The amendment also clarifies that revaluation

model can be applied for asset which is received as government grant and measured at nominal value. These amendments do not have any impact on the

company's standalone financial statements.

Amendments to Ind AS 40 – ‘Investment Property’:

The amendments clarify when an entity should transfer property, including property under construction or development into, or out of investment property.

The amendments state that a change in use occurs when the property meets, or ceases to meet, the definition of investment property and there is evidence of

the change in use. A mere change in management’s intentions for the use of a property does not provide evidence of a change in use. These amendments do not

have any impact on the company's standalone financial statements.

Amendments to Ind AS 21 – ‘The Effect of Changes in Foreign Exchange Rates’:

The appendix clarifies that, in determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the

derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which an entity

initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in

advance, then the entity must determine the date of the transactions for each payment or receipt of advance consideration. This Interpretation does not have

any impact on the company’s standalone financial statements.

Amendments to Ind AS 28 – ‘Investments in Associates and Joint Ventures’:

The amendments clarify that an entity that is a venture capital organisation, or other qualifying entity, may elect, at initial recognition on an investment-by-

investment basis, to measure its investments in associates and joint ventures at fair value through profit or loss. If an entity that is not itself an investment

entity, has an interest in an associate or joint venture that is an investment entity, then it may, when applying the equity method, elect to retain the fair value

measurement applied by that investment entity associate or joint venture to the investment entity associate’s or joint venture’s interests in subsidiaries. This

election is made separately for each investment entity associate or joint venture, at the later of the date on which: (a) the investment entity associate or joint

venture is initially recognised; (b) the associate or joint venture becomes an investment entity; and (c) the investment entity associate or joint venture first

becomes a parent. These amendments do not have any impact on the company's standalone financial statements.

Amendments to Ind AS 38 – ‘Intangible assets’:

Exchange differences arising on settlement or translation of monetary items are recognized in the statement of profit or loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial

transactions.

The Company presents assets and liabilities in the balance sheet based on current and non-current classification. An asset is treated as current when it is:

a) expected to be realized or intended to be sold or consumed in normal operating cycle;

b) held primarily for the purpose of trading;

c) expected to be realized within twelve months after the reporting period; or

d) cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

A liability is treated as current when it is:

a) expected to be settled in normal operating cycle;


c) due to be settled within twelve months after the reporting period; or

d) there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The operating cycle is the time between the acquisition of assets/materials for processing and their realization in cash and cash equivalents. As the Company's

normal operating cycle is not clearly identifiable, it is assumed to be twelve months.

The Company's standalone financial statements are prepared in Indian Rupee ("INR") which is the also the Company's functional currency.

Transactions denominated in foreign currencies are recorded at the exchange rate prevailing at the time of the transaction, i.e. spot rate.

Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate at the reporting date.




3.04 Fair value measurement

3.05 Property, plant and equipment

Data processing equipment 3 years

The Company, based on technical evaluation carried out by internal technical experts, believes that the useful lives as given above best represents the period

over which the management expects to use these assets. Hence, the useful lives for certain assets are different from the useful lives prescribed in Schedule II to

the Companies Act, 2013.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted

prospectively, if appropriate.

Projects under which property, plant and equipment are not yet ready for their intended use are carried at cost under capital work in progress, comprising

direct cost, related incidental expenses and attributable interest including exchange difference.

Furniture & fixtures 10 years

Office equipment 5 years

Vehicles 8 years

Plant & Equipment 15 years

Electrical installation 10 years

Leasehold improvements 5 years

This note summarizes accounting policy for fair value measurement. Other fair value related disclosures are given in the relevant notes.

All the items of property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows:

Particulars Useful life of assets

Office buildings 40 years

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing

the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as

follows, based on the lowest level input that is significant to the fair value measurement as a whole:

a) Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities;

b) Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and

c) Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between

levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of

each reporting period.

External valuers are involved, wherever required, for valuation of significant assets, such as properties and unquoted financial assets, and significant

liabilities. Involvement of external valuers is decided upon by the Company after discussion with and approval by the Company’s management. Selection

criteria include market knowledge, reputation, independence and whether professional standards are maintained. The Company, after discussions with its

external valuers, determines which valuation techniques and inputs to use for each case.

At each reporting date, the Company analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed as per

the Company’s accounting policies. For this analysis, the Company verifies the major inputs applied in the latest valuation by agreeing the information in the

valuation computation to contracts and other relevant documents. The Company also compares the change in the fair value of each asset and liability with

relevant external sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the

asset or liability and the level of the fair value hierarchy as explained above.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the

measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

a) In the principal market for the asset or liability, or

b) In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that

market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its

highest and best use or by selling it to another market participant that would use the asset in its highest and best use.




3.06 Leases

3.07

3.08

3.09 Intangible assets

Intangible assets acquired separately are measured, on initial recognition, at cost. Following the initial recognition, intangible assets are carried at cost less any

accumulated amortization and accumulated impairment losses.

The useful economic life of intangible assets is five years.

The amortization expense on intangible assets is recognized in the statement of profit and loss.

Intangible assets are derecognized either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit

is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the

period of derecognition.

Investment property

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less

accumulated depreciation and accumulated impairment loss, if any.

The Company depreciates building component of investment property over 40 years from the date of original purchase.

The Company, based on technical assessment made by technical expert and management estimate, depreciates the building over estimated useful lives which

are different from the useful life prescribed in Schedule II to the Companies Act, 2013. The management believes that these estimated useful lives are realistic

and reflect fair approximation of the period over which the assets are likely to be used.

Though the Company measures investment property using cost based measurement, the fair value of investment property is disclosed in the notes. Fair values

are determined based on an annual evaluation performed by an accredited external independent valuer.

Investment properties are derecognized either when they have been disposed of or when they are permanently withdrawn from use and no future economic

benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in

the period of derecognition.

As a lessor

Leases in which the Company does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Rental

income from operating lease are recognized as an income in the statement of profit and loss on a straight-line basis over the lease term except in the case where

incremental lease reflects inflationary effect. In such case, lease income is accounted by actual rent for the period. Initial direct costs incurred in negotiating

and arranging an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income.

Contingent rents are recognized as revenue in the period in which they are earned.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready

for its intended use or sale are capitalized as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing

costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are

expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the

carrying amount of the asset) is included in the statement of profit or loss when the asset is derecognized.

The determination of whether an arrangement is (or contains) a lease or not is based on the substance of the arrangement at the inception of the lease. The

arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to

use the asset or assets, even if that right is not explicitly specified in an arrangement.

As a lessee

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards incidental to

ownership to the Company is classified as a finance lease. The Company does not have any arrangement during or at the reporting period that can be classified

as finance lease.

Operating lease payments are recognized as an expense in the statement of profit and loss on a straight-line basis over the lease term except in the case where

incremental lease reflects inflationary effect. In such case, lease expense is accounted by actual rent for the period.




3.10

3.11

3.12

Financial assets

Initial recognition and measurement

All financial assets, except investment in subsidiaries and associate, are recognized initially at fair value plus, in the case of financial assets not recorded at

fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Purchases or sales of financial assets that

require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognized on the trade

date, i.e., the date that the Company commits to purchase or sell the asset.

Investments in subsidiaries and associate are carried at cost.

Subsequent measurement

For purposes of subsequent measurement, financial assets are primarily classified in three categories:

a) Debt instruments at amortized cost;

b) Debt instruments at fair value through other comprehensive income (FVTOCI); and

c) Other financial instruments measured at fair value through profit or loss (FVTPL).

Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Revenue from the sale of products is recognised based on the price specified in the contract, net of the estimated volume discounts and revenue is only

recognised to the extent that it is highly probable that a significant reversal will not occur.

Revenue recognition

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the

consideration to which the Company expects to be entitled in exchange for those goods or services. The Company has generally concluded that it is the

principal in its revenue arrangements because it typically controls the goods or services before transferring them to the customer.

The specific recognition criteria described below must also be met before revenue is recognised.

Sale of products

Revenue from the sale of products is recognised when the control of the products has transferred, being when the products are delivered to the customer, the

customer has full discretion over the products and there is no unfulfilled obligation that could affect the customer's acceptance of the products. Delivery occurs

when the products have been shipped to the specific location, the risks of obsolescence and loss have been transferred to the customer and either the customer

has accepted the products in accordance with the sale contract, the acceptance provision have lapsed or the company has objective evidence that all criteria for

acceptance have been satisfied.

Impairment of non-financial assets

The Company assesses, at each reporting date, whether there is any indication that an asset may be impaired. If any indication exists, or when annual

impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or

cash-generating unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset

does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU

exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market

assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken

into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples,

quoted share prices for publicly traded companies or other available fair value indicators. The Company bases its impairment calculation on detailed budgets

and forecast calculations.

Impairment losses are recognized in the statement of profit or loss.

An assessment is made at each reporting date to determine whether there is an indication that previously recognized impairment losses on assets no longer

exist or have decreased. If such indication exists, the Company estimates the asset’s or CGU’s recoverable amount. A previously recognized impairment loss is

reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized.

The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been

determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the statement of profit or

loss.




a) Debt instruments at amortized cost

The measurement of financial liabilities depends on their classification, as described below:

a) Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial

recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of

repurchasing in the near term.

Gains or losses on liabilities held for trading are recognized in the profit or loss.



Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss or as those measured at amortized cost.

The Company's financial liabilities include trade and other payables, loans and borrowings including bank overdrafts and financial guarantee contracts.


Any financial asset that does not qualify for amortized cost measurement or measurement at FVTOCI must be measured subsequent to initial

recognition at FVTPL.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized when the rights to

receive cash flows from the asset have expired.

Impairment of financial assets

The company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables & lease receivables. The application of

simplified approach does not require the company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime

Expected credit loss (ECL) at each reporting date, right from its initial recognition.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is

a portion of the lifetime ECL which results from default events on a financial instrument that are possible within 12 months after the reporting date.

For recognition of impairment loss on other financial assets and risk exposure, the company determines that whether there has been a significant increase in

the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if

credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer

a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.

A ‘debt instrument’ is measured at the amortized cost if both the following conditions are met:

i) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

ii) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal

amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised

cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR

amortisation is included in finance income in the statement of profit or loss. The losses arising from impairment are recognised in the statement of profit

or loss. This category generally applies to trade and other receivables. Interest income from these financial assets is included in other income using the

effective interest rate method.

b) Debt instruments at fair value through other comprehensive income (FVTOCI)

A ‘debt instrument’ is classified as at the FVTOCI if both of the following criteria are met:

i) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets; and

ii) The asset’s contractual cash flows represent SPPI.

Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are

recognized in the other comprehensive income (OCI). However, the Company recognizes interest income, impairment losses & reversals and foreign

exchange gain or loss in the P&L. On derecognition of the asset, cumulative gain or loss previously recognized in OCI is reclassified from the equity to

P&L. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the EIR method.

c) Other financial instruments measured at fair value through profit and loss (FVTPL)




3.13 Cash and cash equivalents

3.14 Taxes

Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax

assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry

forward of unused tax credits and unused tax losses can be utilized, except when the deferred tax asset relating to the deductible temporary difference arises

from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the

accounting profit nor taxable profit or loss.

The Company recognizes tax credits in the nature of MAT credit as an asset only to the extent that there is convincing evidence that the Company will pay

normal income tax during the specified period, i.e., the period for which tax credit is allowed to be carried forward. In the year in which the Company

recognizes tax credits as an asset, the said asset is created by way of tax credit to the Statement of profit and loss. The Company reviews such tax credit asset

at each reporting date and writes down the asset to the extent the Company does not have convincing evidence that it will pay normal tax during the specified

period. Deferred tax includes MAT tax credit.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable

profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed at each reporting date and

are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based

on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in other comprehensive income or in equity).

Deferred tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity.

Current taxes

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax

laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Current income tax relating to items recognized outside profit or loss is recognized outside profit or loss (either in other comprehensive income or in equity).

Current tax items are recognized in correlation to the underlying transaction either in OCI or directly in equity. The management periodically evaluates

positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where

appropriate.

Deferred taxes

Deferred tax is provided using the balance sheet method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for

financial reporting purposes at the reporting date.

Deferred tax liabilities are recognized for all taxable temporary differences, except when the deferred tax liability arises from the initial recognition of

goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor

taxable profit or loss.

Financial liabilities at amortized cost include loans and borrowings and payables.

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are

recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The

EIR amortization is included as finance costs in the statement of profit and loss.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is

replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange

or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying

amounts is recognized in the statement of profit or loss.

Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and term deposits with an original maturity of three months or less, which

are subject to an insignificant risk of changes in value.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and

only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are

recognized in OCI. These gains/ loss are not subsequently transferred to the statement of profit & loss. However, the Company may transfer the

cumulative gain or loss within equity. All other changes in fair value of such liability are recognized in the statement of profit or loss. The Company has

not designated any financial liability as at fair value through profit and loss.

b) Financial liabilities at amortized cost




3.15

3.16 Earnings Per Share

3.17

3.18

3.19

Contingent liability arises when the Company has:

a) a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more

uncertain future events not wholly within the control of the entity; or

b) a present obligation that arises from past events but is not recognized because:

(i) it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or

(ii) the amount of the obligation cannot be measured with sufficient reliability.

Contingent liabilities are not recorded in the financial statement but, rather, are disclosed in the note to the financial statements.

Non-current assets held for sale/ distribution to owners and discontinued operations

The Company classifies non-current assets and disposal groups as held for sale/ distribution to owners if their carrying amounts will be recovered principally

through a sale/ distribution rather than through continuing use. Actions required to complete the sale/ distribution should indicate that it is unlikely that

significant changes to the sale/ distribution will be made or that the decision to sell/ distribute will be withdrawn. Management must be committed to the sale/

distribution expected within one year from the date of classification.

The basic earnings per share is computed by dividing the net profit / loss attributable to equity shareholders for the period by the weighted average number of

equity shares outstanding during the period. The number of shares used in computing diluted earnings per share comprises the weighted average shares

considered for deriving basic earnings per share, and also the weighted average number of equity shares which could be issued on the conversion of all

dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless they have been issued at a later

date. In computing dilutive earnings per share, only potential equity shares that are dilutive and that would, if issued, either reduce future earnings per share or

increase loss per share, are included.

Dividend distribution

The Company recognizes a liability to make cash distributions to equity holders of the parent when the distribution is authorized and the distribution is no

longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorized when it is approved by the shareholders. A

corresponding amount is recognized directly in equity.

Provisions & contingent liabilities

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of

resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the

Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognized as a separate asset,

but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any

reimbursement.

Employee benefits

Retirement benefit in the form of contribution to provident fund is a defined contribution scheme. The Company has no obligation, other than the contribution

payable to the provident fund. The Company recognizes contribution payable to the provident fund scheme as an expense, when an employee renders the

related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit

payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for

services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to, for example, a reduction in

future payment or a cash refund.

The Company's liabilities towards gratuity and leave encashment payable to its employees are determined using the projected unit credit method which

considers each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately to build up the final obligation.

Remeasurements, comprising of actuarial gains and losses are recognized immediately in the balance sheet with a corresponding debit or credit to retained

earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recognized in profit or loss on the earlier of:

a) The date of the plan amendment or curtailment, and

b) The date that the Company recognizes related restructuring costs

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognizes the following changes in the net

defined benefit obligation as an expense in the standalone statement of profit and loss:

a) Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and

b) Net interest expense or income.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the

deferred taxes relate to the same taxable entity and the same taxation authority.




Note 4 : Key accounting estimates, judgements and assumptions

4.01 Fair value measurement of financial instruments

4.02 Taxes

4.03 Allowance for doubtful trade receivables

4.04 Going concern assumption

Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts.

Estimated irrecoverable amounts are derived based on a provision matrix which takes into account various factors such as customer specific risks,

geographical region, product type, currency fluctuation risk, repatriation policy of the country, country specific economic risks, customer rating, and type of

customer, etc. The allowances for doubtful trade receivables is Rs.3,677.77 lacs as at March 31, 2019 (as at March 31, 2018: Rs.3,527.24 lacs including assets

held for sale).

Individual trade receivables are written off when the management deems them not to be collectable.

Refer Note 40 for going concern assumption.

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets,

their fair value are measured using valuation techniques. The inputs to these models are taken from observable markets where possible, but where this is not

feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and

volatility. Changes in assumptions relating to these factors could affect the reported fair value of financial instruments. See Note 28 for further disclosures.

Deferred tax assets are recognized for unused tax credits to the extent that it is probable that taxable profit will be available against which the losses can be

utilized. Significant management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and

the level of future taxable profits together with future tax planning strategies.

The Company has Rs.1,525.00 lacs of unused tax losses (including unused capital loss of Rs.913.69 lacs) carried forward and 47.95 lacs of unused tax credits

respectively as at March 31, 2019. These unused tax losses can be utilized over the period of 8 years and unused tax credit can be utilised over the period of 15

years. As the company is incurring losses whereby there is no existence of virtual certainty supported by convincing evidence that the future taxable income

will be available against which such deferred assets can be utilized. Hence, the company has not recognized deferred tax assets on the tax losses carried

forward and unused tax credit considering the non-existence of probable certainty of future taxable profit. Refer to Note 24 for further details.

The criteria for held for sale or distribution classification is considered to have met only when the assets or disposal group is available for immediate sale or

distribution in its present condition, subject only to terms that are usual and customary for sale or distribution of such assets (or disposal groups), its sale or

distribution is highly probable; and it will genuinely be sold, not abandoned. The group treats sale or distribution of the asset or disposal group to be highly

probable when:

i) The management is committed to a plan to sell the asset (or disposal group),

ii) An active programme to locate a buyer and complete the plan has been initiated (if applicable),

iii) The asset (or disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value,

iv) The sale is expected to qualify for recognition as a completed sale within one year from the date of classification, and

v) Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Non-current assets held for sale/for distribution to owners and disposal groups are measured at the lower of their carrying amount and the fair value less costs

to sell/ distribute. Assets and liabilities classified as held for sale/ distribution are presented separately in the balance sheet.

Property, plant and equipment and intangible assets once classified as held for sale/ distribution to owners are not depreciated or amortized.

A disposal group qualifies as discontinued operation if it is a component of an entity that either has been disposed of, or is classified as held for sale, and:

1) represents a separate major line of business or geographical area of operations,

2) is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations.

Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from

discontinued operations in the statement of profit and loss.

Please refer to Note 23 for further information. All other notes to the financial statements mainly include amounts for continuing operations, unless otherwise

mentioned.




Note 5 : Recent accounting Pronouncements

Standards issued but not yet effective

(i) New Ind AS issued

(ii) Amendment to existing issued Ind AS

(a) Appendix C to Ind AS 12 - Uncertainty over Income Tax treatments

(b) Amendment to Ind AS 109 - Prepayment feature with negative compensation

(c) Amendment to Ind AS 19 - Plan amendment, curtailment or settlement

(d) Amendment to Ind AS 28 - Long-term interest in associates and joint ventures

(e) Annual improvement to Ind AS (2018)

Amendment to Ind AS 103 : Party to a joint arrangements obtains control of a business that is a joint operation

Amendment to Ind AS 111 : Joint arrangements

Amendment to Ind AS 12 : Income taxes

Amendments to Ind AS 23 : Borrowing cost

On March 30, 2019, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) Amendment Rules, 2019 notifying Ind AS 116 -

‘Leases’.

On March 30, 2019, the Ministry of Corporate Affairs also issued the Companies (Indian Accounting Standards) Second Amendments Rules, 2019, notifying

consequential amendments to various Ind AS standards. The amended Rules also notified amendments to Ind AS 12 - 'Income Taxes', Ind AS 19 - 'Employee

Benefits', Ind AS 23 - 'Borrowing Costs', Ind AS 28 - 'Investments in Associates and Joint Ventures', Ind AS 103 - 'Business Combinations', Ind AS 109 -

'Financial Instruments' and Ind AS 111 - 'Joint Arrangements'.

The amendments are effective from accounting periods beginning from April 1, 2019.

Ind AS 116 – ‘Leases’:

The company is required to adopt Ind AS 116 'Leases' from April 1, 2019. Ind AS 116 introduces a single, on-balance sheet lease accounting model for

lessees. A lessee recognises a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease

payments. There are recognition exemptions for short-term leases and leases of low-value items. Lessor accounting remains similar to the current standard –

i.e. lessors continue to classify leases as finance or operating leases. It replaces existing leases guidance, Ind AS 17, Leases.

The company has completed an initial assessment of the potential impact on its consolidated financial statements but has not yet completed its detailed

assessment. The quantitative impact of adoption of Ind AS 116 on the standalone financial statements in the period of initial application is not reasonably

estimable as at present.

The company plans to apply Ind AS 116 initially on April 1, 2019, using the modified retrospective approach. Therefore, the cumulative effect of adopting Ind

AS 116 will be recognised as an adjustment to the opening balance of retained earnings at April 1, 2019, with no restatement of comparative information.

The company plans to apply the practical expedient to grandfather the definition of a lease on transition. This means that it will apply Ind AS 116 to all

contracts entered into before April 1, 2019 and identified as leases in accordance with Ind AS 17.

Application of above standards are not expected to have any significant impact on the company's financial statements.


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Notes forming part of financial statements

Note 9 : Investments

(Rs. In lacs)


Non-current investments

(i) Investment at Cost

In equity instruments of subsidiaries, unquoted

Claris Lifesciences Venezuela C.A. 0.35 0.35

Nil (PY 1000) common shares of Bolivars 1,000 each fully paid-up

Less : Provision for diminution in value, other than temporary (0.35) (0.35)

Claris Lifesciences Indonesia, PT 45.10 45.10

100,000 (PY 100,000) ordinary Shares of Indonesia Rupiah 9,108 each fully paid-up -

Less : Provision for diminution in value, other than temporary (45.10) (45.10)

Claris Lifesciences & Cia Chile Limitada - 28.52

Nil (PY 100%) of social rights -

Less : Provision for diminution in value, other than temporary - (28.52)

(ii) Investment at fair value through profit or loss (FVTPL)

In equity instruments of others, unquoted

Claris Lifesciences de Mexico SA de CV (refer below note) - -

Nil (PY 50) ordinary shares of Mexican Pesos 1000 each fully paid-up

- -

- Aggregate value of quoted investments and market value thereof - -

- Aggregate value of unquoted investments 45.45 73.97

- Aggregate amount of impairment in value of investments (45.45) (73.97)

Note 10 : Trade receivables

(Rs. In lacs)


Unsecured and current

Trade receivables - considered good 62.68 58.10

Trade receivables which have significant increase in credit risk 3,677.77 3,527.84

Less: allowance for doubtful receivables (3,677.77) (3,527.84)

62.68 58.10

Summary of movement in allowance for doubtful trade receivables

(Rs. In lacs)

Particulars For the year ended For the year ended

March 31, 2019 March 31, 2018

Balance at the beginning of the year 3,527.84 6,097.50

Movement during the year, net [including Rs.Nil (PY : Rs.- 2,246.03 lacs) in discontinued operation] 149.92 (1,823.16)

Less : Write off of bad debts - (746.50)

Balance at the end of the year 3,677.76 3,527.84

Note a : Cost of investment in ordinary shares of Claris Lifesciences de Mexico SA de CV is Rs.2 lacs as at March 31, 2018 and is classified as financials assets at fair

value through profit or loss. Loss of Rs.2 lacs on fair valuation of investment is recognised in statement of profit and loss for the year ended March 31, 2018.

Note b : Fair value of unquoted investment in equity instrument have been estimated using judgment based on unobservable inputs. The probabilities of the various

estimates within the range can be reasonably assessed and are used in management’s estimate of fair value for these unquoted equity investment.

Note : In line with International Supply Facilitation Agreement executed with Claris Otsuka Private Limited and Amended and Restated International Supply and

Marketing Agreement with Claris Injectables Limited, there being no liability and risk of pass through creditors with the company, the said Debtors and creditors

balances for pass through business has been shown as net-off.




Note 11 : Cash and cash equivalent & Other bank balance

(Rs. In lacs)


Cash and cash equivalent

Balance with bank

In current accounts 27.43 6.88

27.43 6.88

Other bank balance

Deposits given as margin money * 30.56 23.93

Unpaid dividend 7.82 7.50

Unclaimed share application money lying in escrow account - 0.17

38.38 31.60

65.81 38.48

*Deposits given as security by way of lien for Bank guarantee

Note 12 : Loans

(Rs. In lacs)

Particulars

Non-current Current Non-current Current

Loans which have significant increase in credit risk(unsecured and doubtful)

Loans to related parties - 30.32 - 30.32

Provision for doubtful loans to related parties - (30.32) - (30.32)

- - - -

Note 13 : Other financial assets

(Rs. In lacs)

Particulars


Unsecured, considered good

Interest accrued - 0.27 - 0.92

Other accrued income - 341.68 - 130.70

- 341.95 - 131.62

Note 14 : Other assets

(Rs. In lacs)

Particulars



Advances to suppliers - 0.83 - 0.91

Balances with government authorities - 111.15 - 325.98

- 111.98 - 326.89

Note 15 : Equity share capital

(Rs. In lacs)


Authorised

120,510,000 equity shares of Rs.10 each 12,051.00 12,051.00

Issued, Subscribed, & Paid up :

54,567,765 equity shares of Rs.10 each fully paid - up 5,456.78 5,456.78

5,456.78 5,456.78

(i) Reconciliation of number of equity shares outstanding at the beginning and at the end of the reporting year :

(Rs. In lacs)

Particulars

No. of shares Amount No. of shares Amount

Outstanding as at the beginning of the year 54,567,765 5,456.78 54,567,765 5,456.78

Issued during the year - - - -

Bought back during the year - - - -

Outstanding at the end of the year 54,567,765 5,456.78 54,567,765 5,456.78

As at March 31, 2018


As at March 31, 2019 As at March 31, 2018







(ii) Rights, preferences and restrictions attached to equity shares

(iii) Equity shares held by holding company

(Rs. In lacs)


Altheon Enterprises Limited Nos. 40,830,136 39,154,065

% 74.82 71.75

(iv) Shareholders holding more than 5% of total equity shares

(Rs. In lacs)



% 74.82 71.75

Claris Holdings Private Limited Nos. 13,339,978 13,125,000

% 24.45 24.05

(v) Details of buyback

Note 16 : Other equity

(Rs. In lacs)


Capital redemption reserve

Balance as per last balance sheet - 1,425.00

Less : Pursuant to composite scheme of arrangement (refer note 38) - (1,425.00)

- -

Security premium



- -

General reserve



- -

Surplus in Statement of Profit and Loss

Balance as per last balance sheet (5,386.34) 49,544.04


Add : Net profit/(loss) for the period (708.02) 933.63

Less : Appropriations

Dividend [Rs.Nil per share (Previous year :Rs.2 per share)] - (1,091.36)

Income tax effect - (222.17)

(6,094.36) (5,386.34)

Other comprehensive income

Net gain / (loss) on instruments carried at fair value through OCI

Balance as per last balance sheet - 43.39

Less : Pursuant to composite scheme of arrangement (refer note 38) - (43.39)

- -

(6,094.36) (5,386.34)

The Company has only one class of equity shares having a face value of Rs.10 per share. Each shareholder is eligible for one vote per equity share held. In the event of

liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all the preferential amounts, in the proportion of

their shareholding.

During the period ended on March 31, 2015, the company had bought back 92,50,000 equity shares of the face value of Rs. 10 each (representing 14.49 % of the total

equity share capital of the Company) at the price of Rs.250 per equity share aggregating to Rs.23,125 Lacs which is less than 25% of the aggregate of equity share

capital and free reserves of the Company as per audited financial statements of the Company for the financial year ended December 31, 2012 through “Tender Offer”

route as prescribed under the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998.




Note 17 : Trade payable

(Rs. In lacs)


Due to micro enterprises and small enterprises (refer Note below) - -

Due to others 24.56 192.04

24.56 192.04

Note 18 : Other financial liabilities

(Rs. In lacs)

Particulars


Unpaid dividends* - 7.82 - 7.50

Unclaimed share application money* - - - 0.17

Payable to related parties (refer note 26) - 2,763.30 - 1,993.01

Other financial liabilities - 12.79 - 3.00

- 2,783.91 - 2,003.68

Note 19 : Other liabilities

(Rs. In lacs)

Particulars


Advance from customers - - - 135.47

Payable to statutory authorities - 2.38 - 1.11

- 2.38 - 136.58

Note 20 : Other income

(Rs. In lacs)


March 31, 2019 March 31, 2018

Interest income

Interest on investment in fixed deposits with banks 6.48 0.92

Interest on others 34.46 -

Profit on sale of property, plant and equipment (net of losses) - 725.52

Surplus on recovery of power & fuel charges - 40.79

Income from sale of solar power - 235.27

Income from sale of renewable energy certificate - 238.94

Liability / provision no longer required written back 135.32 68.01

Export benefit income 576.18 -

Miscellaneous income 10.17 23.93

762.61 1,333.38

Nature and purpose of reserves

General reserve: The Company has transferred a portion of net profit of the company before declaring dividend to general reserve pursuant to the earlier provisions of

the Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.


* There is no amount due and outstanding as at the Balance Sheet date to be credited to Investor Education and Protection Fund.

Net gain / (loss) on FVOCI debt instruments: This represents cumulative gain and losses arising on the revaluation of debt instruments measured at fair value through

other comprehensive income that has been recognised in other comprehensive income, net of amount reclassified to profit or loss when such debt instruments are

disposed off and impairment losses on such instruments.

Capital redemption reserve: The Company has recognised capital redemption reserve on buyback of equity shares from its retained earnings. The amount of capital

redemption reserve is equal to nominal amount of the equity shares bought back.

Note : There are no micro enterprises and small enterprises, to whom the Company owes dues (including interest on outstanding dues) which are outstanding as at the

Balance Sheet date. The above information has been determined to the extent such parties have been identified on the basis of information available with the Company.


Security premium: The amount received in excess of face value of the equity shares, in relation to issuance of equity, is recognised in security premium reserve




Note 21 : Depreciation and amortisation expense

(Rs. In lacs)


March 31, 2019 March 31, 2018

Depreciation of property, plant and equipment - 10.31

- 10.31

Note 22 : Other expenses

(Rs. In lacs)


March 31, 2019 March 31, 2018

Power & electricity expenses 3.70 -

Traveling expenses 842.01 962.39

Stationery & printing 7.04 -

Communication 9.94 -

Rates & taxes 8.02 0.25

Bad debt written off

Amount written off - 746.50

Provision for doubtful debts and receivables utilised - (746.50) -

Provision for doubtful debts and receivables 149.92 428.26

Investment in subsidiary written off

Amount written off 28.52

Provision for diminution in value of Investment utilised (28.52) - -

Provision for diminution in value of Investment - 28.86

Loss on fair valuation of investments at FVTPL - 2.00

Loss on sale of investment in subsidiaries - 537.72

Loss on account of exchange variance (net) 6.31 -

Legal, professional & consultancy fees 45.51 191.35

Donations 46.80 12.00

Expenditure on corporate social responsibility 59.68 83.91

Payment to auditors (refer note 36) 11.69 19.05

General charges 15.31 50.19

1,205.93 2,315.98

Note 23 : Discontinued operations

Result of discontinued operations

(Rupees in Lacs, except earnings per share data)


March 31, 2019 March 31, 2018

Revenues - 4,242.65

Operating expenses - (1,034.79)

Profit before tax from discontinued operations - 3,207.86

Tax expenses - (1,110.18)


Earnings per equity share of Rs.10 each (basic and diluted) - 3.84

Weighted average number of equity shares of Rs.10 each used for

calculation of basic and diluted earnings per share

54,567,765 54,567,765

During the year 2016-17, the Company entered into an agreement, with the Baxter Group to transfer, through one or more transactions involving the transfer of

ownership of the subsidiary(ies), its 'Injectables Business' carried on by the Company in India and overseas, through its subsidiary Claris Injectables Limited and other

identified indirect subsidiaries of the Company. After signing of the share purchase agreement, the said transaction was approved by the shareholders of the Company

on February 17, 2017. Further, Pursuant to composite scheme of arrangement (Refer Note 38), ownership in the form of investment in subsidiary(ies), Claris Injectables

Limited and other identified indirect subsidiaries of the Company is transferred to Altheon Enterprises Limited with effect from appointed date April 1, 2017.

Considering the agreement with the Baxter Group and composite scheme of arrangement, Company has classified its operation pertaining to 'Injectable Business' as

discontinued operation for the year ended March 31, 2018 in line with Ind AS 105.

2) Disposal of Infusion Business:

Pursuant to composite scheme of arrangement, ownership in the form of Investment in associate company, Otsuka Pharmaceuticals India Private Limited (Formerly

known as Claris Otsuka Private Limited), is transferred to Altheon Enterprises Limited with effect from appointed date April 1, 2017 (Refer Note 38). On May 8, 2017,

definitive agreement has been signed with Otsuka Pharmaceutical Factory Inc (Japan) ("Otsuka") to sale its 20% stake in associate company, Otsuka Pharmaceuticals

India Private Limited (Formerly known as Claris Otsuka Private Limited). Considering the composite scheme of arrangement and definitive agreement, Company has

classified its operation pertaining to 'Infusion' Business' as discontinued operation for the year ended March 31, 2018 in line with Ind AS 105.

1) Disposal of Injectables Business:




Net cash generated from discontinued operations

(Rs. In lacs)


March 31, 2019 March 31, 2018

Operating activities - 2,097.68

Investing activities - -

Financing activities - -

Net cash flow - 2,097.68

Note 24 : Income taxes

Components of Income tax expense

The major component of Income tax expense for the year ended on March 31, 2019 and March 31, 2018 are as follows:

(Rs. In lacs)


March 31, 2019 March 31, 2018

Statement of Profit and Loss (Including discontinued operations)

Current tax

Current income tax - -

Adjustment of tax relating to earlier years - 449.77

Deferred tax

Deferred tax expense 264.70 831.55

264.70 1,281.32


- -

Income tax expense as per the statement of profit and loss 264.70 1,281.32

Reconciliation of effective tax rate

(Rs. In lacs)


March 31, 2019 March 31, 2018

Profit before tax from continuing and discontinued operations (443.32) 2,214.95

Tax @ 26.000% (PY : 34.608%) (115.26) 766.55

Adjustments for:

Expenses not allowed as deduction 21.36 52.09

Impact of change in tax rate 303.68 -

54.92 136.35

Profit / (Loss) covered under higher and lower tax rate - (123.43)

Impact of current tax of earlier years - 449.77

Tax expense / (benefit) 264.70 1,281.32

Movement in deferred tax assets and liabilities

For the year ended on March 31, 2019

(Rs. In lacs)

ParticularsAs at April 1,

2018

Credit/(charg

e) in the

Statement of

Profit and

Loss

Credit/(charg

e) in Other

Comprehensi

ve Income

As at March

31, 2019

Deferred tax assets/(liabilities)

Allowance for doubtful debt 1,220.91 (264.70) - 956.21

1,220.91 (264.70) - 956.21

Deferred tax not recognised considering non-existence of probable certainty of future taxable capital

profit




For the year ended on March 31, 2018

(Rs. In lacs)

Particulars As at April 1, 2017

Pursuant to

Composite

scheme of

arrangement

(Refer Note 38)

Credit/(charg

e) in the

Statement of

Profit and

Loss

Credit/(charg

e) in Other

Comprehensi

ve Income

As at March

31, 2018

Deferred tax assets/(liabilities)

Accelerated depreciation for tax purposes 63.50 (121.26) 57.76 - -

Fair valuation of financial instruments (104.96) 104.96 - - -

Allowance for doubtful debt 2,122.81 (75.95) (825.95) - 1,220.91

Expenditure allowable on payment basis 211.01 (211.01) - - -

Expenditure allowable over the period - - - - -

Unused tax credit 63.36 - (63.36) - -

2,355.72 (303.26) (831.55) - 1,220.91

Current tax assets and liabilities

(Rs. In lacs)


Non-current

Current tax assets 634.64 626.74

634.64 626.74

Note 25 : Employee benefits

Pursuant to composite scheme of arrangement (refer note 38), opening balance of present value of defined benefit obligation as at April 1, 2017 has been transferred as a

part of demerged undertaking and hence, the company has no defined benefit obligation as at March 31, 2019 and as at March 31, 2018

Deferred tax asset of Rs.158.94 lacs (PY : Rs.138.45 lacs), Rs.190.05 lacs (PY: Rs.210.81 lacs) and Rs.47.95 lacs (PY : Rs.47.95 lacs) has not been recognised on

unused business losses and unused long term capital losses and unused tax credits under the tax laws respectively considering non-existence of probable certainty of

future taxable profit against which the unused tax losses can be utilised.




Note 26 : Related party transactions

(I) Particulars of related parties and nature of relationships

Name of the Related Parties

A. Holding company B. Subsidiaries

Altheon Enterprises Limited (from April 1, 2017) PT Claris Lifesciences Indonesia

Claris Lifesciences Venezuela C.A.

Claris Lifesciences Cia Chile Limitada (up to August 13, 2018)

Claris Produtos Farmaceuticos Do Brasil Limitada (up to January 8, 2018)

C. Fellow Subsidiaries (from on or after April 1, 2017)

Claris Capital Limited Claris Injectables Limited (upto July 26, 2017)

Claris Holding Private Limited Claris Pharmaservices (up to July 26, 2017)

Catalys Venture Cap Limited Claris Lifesciences Philippines Inc. (up to July 26, 2017)

Claris Middle East FZ LLC Claris Lifesciences (UK) Limited (up to July 26, 2017)

Claris SteriOne Claris Lifesciences (Aust) Pty. Limited (up to July 26, 2017)

Zera Enterprises Limited (from November 2, 2018) Claris Lifesciences Inc. (up to July 26, 2017)

Claris Lifesciences Colombia Ltds ELDA International DMCC (up to July 26, 2017)

Dorizoe Lifesciences Inc Abellon EPC & Technologies Limited (up to March 31, 2018)

Dorizoe Lifesciences LLC Abellon Power Limited (up to March 31, 2018)

Abellon CleanEnergy Limited Poornakumbha Gramin Development Foundation (up to March 31, 2018)

Abellon Co-Gen Limited Abellon Solarenergy Limited (up to March 31, 2018)

Gandhinagar Wastefuel Limited Abellon Eco Equipments Limited (up to March 31, 2018)

Goodwatts Solar Modasa Private Limited Wastefuels Limited (up to March 31, 2018)

Goodwatts WTE Ahmedabad Private Limited Ashlar Holding B. V. (up to March 31, 2018)

Goodwatts WTE Vadodara Private Limited Abellon Energy Italy SRL (up to March 31, 2018)

Goodwatts WTE Surat Private Limited Abellon Energy Inc. (up to August 27, 2018)

Goodwatts WTE Botad Private Limited Cygnus Laboratories Limited (up to March 31, 2018)

Goodwatts WTE Jamnagar Private Limited Xcelris Labs Limited (up to March 31, 2018)

Goodwatts WTE Rajkot Private Limited Claris Lifesciences De Mexico SA de CV (up to March 19, 2019)

Goodwatts Solar Modasa 2 MW Private Limited

Vadodara Wastefuel Private Limited (from September 20, 2018)

Jamnagar Wastefuel Private Limited (from December 14, 2018)

Junagadh Power Projects Private Limited (from January 9, 2019)

Abellon Cleanenergy Ghana Limited

D. Fellow associate company

Otsuka Pharmaceutical India Private Limited (up to September 21, 2017) (formerly known as Claris Otsuka Private Limited)

Abellon Bambooworks Limited (up to March 31, 2018)

E. Companies over which key management personnel and their relatives are able to exercise significant influence

Abellon EPC & Technologies Limited (from April 1, 2018) Orbitol Investment Private Limited

Abellon Power Limited (from April 1, 2018) Poiesis Education Foundation

Poornakumbha Gramin Development Foundation (from April 1, 2018) Redbricks Education Foundation

Abellon Solarenergy Limited (from April 1, 2018) India Renal Foundation

Abellon Eco Equipments Limited (from April 1, 2018) Shuddhi Foundation

Wastefuels Limited (from April 1, 2018) Major Metfeb and Equipment Private Limited

Ashlar Holding B. V. (from April 1, 2018) Prarabdh Financials Private Limited

Abellon Energy Italy SRL (from April 1, 2018) Xcellon Education Limited

Cygnus Laboratories Limited (from April 1, 2018) Levana Financial Services Private Limited

Xcelris Labs Limited (from April 1, 2018) Goodwork Consulting LLP

Abellon Agrisciences Limited (From April 1, 2017) Eldoro Infratech LLP (From April 1, 2017)

Abellon Properties Private Limited Flourish Purefoods Private Limited

Zivene Design and Development Private Limited (up to March 31, 2018) Flourish Foodproducts Pvt. Ltd.

F. Key management personnel

Executive directors Non executive directors

Mr. Arjun Handa Mr. Surrinder Lal Kapur

Mr. Chandrasingh S. Purohit Mr. Aditya S. Handa

Mr. Shyam Sharma (from May 20, 2017 and up to March 25, 2019) Mr. Anup P. Shah

Mr. Shyam Sharma (from March 25, 2019)

Company secretary Mr. T. V. Ananthanarayanan (up to March 31, 2019)

Mr. Kirit H. Kanjaria Ms. Milina Bose (up to March 25, 2019)

Mr. Amish Vyas (up to August 11, 2017)

Mr. Chetan S. Majmudar (up to May 20, 2017)

G. Relatives of key management personnel

Mrs. Krishna A. Handa Mr.Sushilkumar Handa

Mrs. Renita Handa Mrs. Beena Handa




(II) Related party transactions and balance

Terms and conditions of transactions with related parties

(Rs. In lacs)

a) Transactions during the year For the year ended For the year ended

March 31, 2019 March 31, 2018

Sales and other operating income

(i) Sales

To fellow subsidiary Company

Claris Lifesciences Philippines Inc. - 587.97

(ii) Other operating income / Other income

Through fellow subsidiary company

Claris injectables Limited (Formerly known as Claris Lifesciences International Limited) - 200.48

Purchase of stock in trade

From fellow subsidiary company


From fellow associate company

Otsuka Pharmaceuticals India Private Limited (Formerly known as Claris Otsuka Private Limited) - (11.54)

Sale of property, plant and equipment

To Fellow Subsidiary Company

Claris Capital Limited - 945.00

Sale of investment

To Fellow Subsidiary Company

Catalys Venture Cap Limited - 59.85

Investment written off

In subsidiary company

Claris Lifesciences Cia Chile Limitada 28.52 -

Sitting fees paid

To non-executive directors 7.40 19.60

Advances received / adjusted during the period

From holding company

Altheon Enterprises Limited 770.29 1,993.01

Donation given

To company in which key management personnel or their relatives are able to

exercise significant influence

India Renal Foundation 8.18 3.55

Shuddhi Foundation Trust 45.00 10.00

(Rs. In lacs)

b) Balances at the end of the year As at March 31, 2019 As at March 31, 2018

Outstanding receivables (net of provision)

From subsidiary company

PT Claris Lifesciences Indonesia [Net of provision of Rs.398.25 lacs (PY : Rs.398.25 lacs)] - -

Advances granted outstanding (net of provision)

To subsidiary companies

PT Claris Lifesciences Indonesia [Net of provision of Rs.30.32 lacs (PY : 30.32 lacs)] - -

As at March 31, 2019, the Company carries an impairment of receivables and advances given to related parties amounting to Rs.428.57 lacs (March 31, 2018 :

Rs.428.57 lacs). The Company also carries an impairment (including fair value loss) of Investment in subsidiary company and fellow subsidiary company amounting to

Rs.45.45 lacs (PY : Rs.75.97 lacs). This assessment is undertaken each financial year through examining the financial position of the related party and the market in

which the related party operates.

The sales to and purchases from related parties are made on terms equivalent to those that prevail in an arm’s length transactions. Assessment is undertaken each

financial year through examining the financial position of the related party and the market in which the related party operates.




(Rs. In lacs)

b) Balances at the end of the year - -

Advances received outstanding


Altheon Enterprises Limited 2,763.30 1,993.01

Investments balance at the end of the period (net of provision)

In equity shares of subsidiary company

Claris Lifesciences Venezuela C.A. [Net of provision of Rs.0.35 lacs (PY : Rs.0.35 lacs)] - -

Claris Lifesciences & Cia. Chile Limitada [Net of provision of Rs.Nil (PY : Rs.28.52 lacs)] - -

PT Claris Lifesciences Indonesia [Net of provision of Rs.45.10 lacs (PY : Rs.45.10 lacs)] - -

In equity shares of fellow subsidiary company

Claris Lifesciences de Mexico SA de CV [Net of fair valuation loss of Rs.Nil (PY : Rs.2 lacs)] - -

Outstanding payables

To key management personnel 0.27 -

(III) Loans and advances

(Rs. In lacs)

Name of entity

Closing

balance

Maximum

amount

outstanding

during the

year

Closing

balance

Maximum

amount

outstanding

during the year

PT. Claris Lifesciences Indonesia 30.32 30.32 30.32 30.46

Loans & advances shown above are non-interest bearing.

Note 27 : Financial assets and liabilities

Financial assets by category (Rs. In lacs)


Financial assets at cost

Investments in

- Subsidiaries & Associate - -

- -

Financial assets at amortised cost

Trade receivables 62.68 58.10

Cash & cash equivalents (including other bank balances) 65.81 38.48

Other financial assets

- Interest accrued 0.27 0.92

- Other accrued income 341.68 130.70

470.44 228.20

Financial assets at fair value through other comprehensive income - -

Financial assets at fair value through profit or loss - -

Total Financial assets 470.44 228.20

Financial liabilities by category (Rs. In lacs)


Financial liabilities at amortised cost

Trade payables 24.56 192.04

Other financial liabilities

- Unpaid dividend 7.82 7.50

- Unclaimed share application money - 0.17

- Payable to related parties 2,763.30 1,993.01

- Other financial liabilities 12.79 3.00

2,808.47 2,195.72

Financial liabilities at fair value through profit or loss - -

2,808.47 2,195.72

Loans & advances in the nature of loans given to subsidiary companies

As at March 31, 2018As at March 31, 2019




Note 28 : Fair value

Quantitative disclosures fair value measurement hierarchy for assets

Quantitative disclosures fair value measurement hierarchy for assets as at March 31, 2018 (Valuation date - March 31, 2018)

(Rs. In lacs)

Particulars

Quoted prices

in active

markets

(Level 1)

Significant

observable

inputs

(Level 2)

Significant

unobservable

inputs

(Level 3)

Total

Assets measured at fair value

Equity shares-Unquoted* - - 2.00 2.00

* Fair value of this investment in equity shares is Nil.

Note 29 : Financial risk management

Market Risk

Interest rate risk

Foreign currency risk

Other market risks

Credit Risk

Trade receivables

Cash deposits

Liquidity Risk

The management assessed that cash and cash equivalents, trade receivables, loans - current, other financial assets, trade payables and other financial liabilities

approximate their carrying amounts largely due to the short-term maturities of these instruments.

The Company’s principal financial liabilities comprise of trade payables and other financial liabilities. The Company’s principal financial assets include investments,

loans, cash and cash equivalents, trade receivables and other financial assets.

Fair value measurement using

The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s

senior management ensures that financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and

managed in accordance with the Company’s policies and risk objectives. It is the Company’s policy that no trading in financial instruments for speculative purposes may

be undertaken.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As at March 31,

2019, Company has neither long term debt obligation nor long term investments and loans with floating interest rate and hence, it is not exposed to the risk of changes

in market interest rates.

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. As at March 31, 2019,

Company does not have any material payable or receivable balances in foreign currency and hence, foreign currency risk is assessed at low level.

The Company's investments in equity shares is not material and hence, equity price risk is assessed by the Company at low level.

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three

types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk include investments, trade

receivables, trade payables, loans and borrowings.

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is

exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks.

Customer credit risk is managed by the Company’s internal policies, procedures and control relating to customer credit risk management. Outstanding customer

receivables are regularly monitored. Trade receivables are non-interest bearing and are generally on 14 days to 90 days credit term. Credit limits are established for all

customers based on internal assessment of credit risk involved.

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments

of surplus funds are made only with approved counterparties who meet the minimum threshold requirements under the counterparty risk assessment process. The

Company monitors the ratings, credit spreads and financial strength of its counterparties. Based on its on-going assessment of counterparty risk, the group adjusts its

exposure to various counterparties.

The Company monitors its risk of shortage of funds through using a liquidity planning process that encompasses an analysis of projected cash inflow and outflow.

The Company’s objective is to maintain a balance between continuity of funding and flexibility largely through cashflow generation from its operating activities and the

use of loans. The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a sufficient

variety of sources of funding.




(Rs. In lacs)

Particular


Trade & other payables - 24.56 - - 24.56

Other financial liabilities 2,771.12 12.79 - - 2,783.91

As at March 31,1 2018


Other financial liabilities 7.67 3.00 1,993.01 - 2,003.68

Note 30 : Capital Management

Note 31 : Contingent liabilities

(Rs. In lacs)


a. Claim against the company not acknowledge as debts 2,004.67 1,954.13

b. Disputed demand under :

(i) Income tax 335.25 335.25

(ii) Sales tax 47.71 48.12

(iii) Excise duty 14.87 14.87

c. Contractual obligation for reimbursement of disputed tax demand 837.26 895.38

e. Bank guarantees 30.56 23.93

Note 32 : Commitments & Obligations

Note 33 : Earnings per share

(Rs. In lacs)


March 31, 2019 March 31, 2018

Basic & Diluted EPS

Computation of profit (numerator)

(708.02) (1,164.05)

- 2,097.68

(708.02) 933.63

Weighted average number of equity shares of Rs.10 each used for calculation of basic 54,567,765 54,567,765

and diluted earnings per share

(1.30) (2.13)

- 3.84

(1.30) 1.71

Note 34 : Dividend on equity shares

(Rs. In lacs)


March 31, 2019 March 31, 2018

Dividend declared and paid during the year (including tax on dividend)

Final dividend of Rs.Nil (PY : Rs. 2 per share) - 1,313.53

Less than 3

months3 to 12 months > 1 year Total

(i) Profit/(loss) from continuing operations

(ii) Profit from discontinued operations

(iii) Profit/(loss) from continuing & discontinued operations

Weighted average number of shares (denominator)

The table below summarises the maturity profile of the Company's financial liabilities (including future interest payable) based on contractual undiscounted payments.

On demand

Final dividend recommended : Rs.Nil (March 31, 2018 : Rs.Nil) per equity share of Rs.10 each

Basic & Diluted EPS (in rupees)

(i) Continuing operations

(ii) Discontinued operations

(iii) Continuing and discontinued operations

The capital structure of the Company consists of equity, debt, cash and cash equivalents. The Company's objective for capital management is to maintain the capital

structure which will support the Company's Strategy to maximize shareholder's value, safeguarding the business continuity and help in supporting the growth of the

Company.

The company does not have any capital commitment and other commitment as at March 31, 2019 and as at march 31, 2018.




Note 35 : Expenditure for corporate social responsibility activities

(Rs. In lacs)


March 31, 2019 March 31, 2018

Gross Amount Required to be spent by the Company 16.82 83.56

Amount spent during the year on

Construction / Acquisition of any asset

In Cash - -

Yet to be paid - -

Total - -

On Purpose other than above

In Cash 59.68 83.91

Yet to be paid - -

Total 59.68 83.91

Total 59.68 83.91

Note 36 : Payment to auditors

Details of payment to auditors are as follows:

(Rs. In lacs)


March 31, 2019 March 31, 2018

For Statutory audit fees 2.72 2.00

For Tax matters 8.26 11.05

For Certification and other services 0.71 6.00

Total 11.69 19.05

* Net of tax amount for the year ended March 31, 2019 is Rs.9.60 lacs.

Note 37 : Segment information

Primary operating segment

Information about geographical areas

(Rs. In lacs)


March 31, 2019 March 31, 2018

Segment revenue (including discontinued operations)

India - -

Outside India - 893.43

- 893.43

Non-current assets (including discontinued operations)*

India - -

Outside India - -

- -

* Non-current assets excludes financial assets, deferred tax assets and non-current tax assets.

During the year ended March 31, 2019, the company has spent Rs.57.80 lacs (PY : Rs.83.91 lacs) towards Corporate Social Responsibility (CSR) under Section 135 of

the Companies Act, 2013 and Rules thereon by way of contribution to various Trusts / NGOs / Societies / Agencies.

The operating segment of the company is identified to be "Drug & Pharmaceuticals", as the Chief Operating Decision Maker reviews business performance at an overall

company level as one segment and hence, does not have any additional disclosures to be made under Ind AS 109 Operating Segments.




Note 38 : Accounting for composite scheme of arrangements

(Rs. In lacs)

Particulars Amount

Assets

Property, plant and equipment (including capital-work-progress) 4,989.94

Investment property 176.70

Intangible assets 66.70

Investments 21,995.45

Deferred tax assets (net) 303.26

Trade receivables 78.91

Cash and cash equivalents (including other bank balances of Rs.0.25 lacs) 2,040.45

Loans 49,546.97

Other financial assets 5,065.50

Other current assets 2,564.97

Total assets [A] 86,828.85

Liabilities

Borrowings 1,658.35

Trade payables 550.65

Provisions 539.60

Other financial liabilities 10,459.85

Other current liabilities 42.98

Total liabilities [B] 13,251.42

Net assets transferred (Difference between carrying value of assets and carrying value of liabilities [A-B] 73,577.43

Value of net assets is adjusted with other equity in following order in accordance with the scheme: (Rs. In lacs)

Adjusted with Amount

adjusted

Capital redemption reserve 1,425.00

General reserve 5,173.94

Securities premium 12,384.62

Surplus in the statement of profit and loss 54,550.48

Other comprehensive income 43.39

73,577.43

The details of carrying value of assets and liabilities transferred to Resulting company in accordance with the Scheme are as follows:

The Board of Directors of the Company in its meeting held on July 2, 2018 approved a composite scheme of arrangements among the Company, Altheon Enterprises

Limited, Abellon Cleanenergy Limited, Abellon Energy Limited, Athanas Enterprise Private Limited, Claris Capital Limited, Claris Infrastructure Limited, Dorizoe

Lifesciences Limited, iCubix Infotech Limited, Ogen Nutrition Limited, Pinetops Enterprise Private Limited, Zivene Design and Development Private Limited and their

respective shareholders and creditors ("the Scheme") pursuant to the provisions of Section 230 to 232 of the Companies Act, 2013. Pursuant to the scheme, Treasury

and Investment Undertaking and Trading undertaking of the Company are transferred to Altheon Enterprises Limited ("Resulting company") along with all assets,

liabilities and employees relating to the demerged undertaking on a going concern basis w.e.f April 1, 2017 (appointed date).

Against the above transfer of division, the scheme provided for

- issue of 577,694 no. of optionally convertible preference shares of Rs.1 each fully paid up at premium of Rs.397 per share of resulting Company to the resident

shareholders of the Company on record date and

- issue of 18,289 no. of compulsory convertible preference shares of Rs.1 each fully paid up at a premium of Rs.397 per share of resulting Company to the non-resident

shareholders of the Company on record date.

* No. of shares to be issued as a purchase consideration are as per the resident shareholders & non-resident shareholders listed in latest shareholding pattern available at

the time of adoption of books of accounts for the year ended March 31, 2018.

The scheme defined following accounting treatment for recording this transaction with resulting company in the books of the Company:

(a) The Company shall reduce the carrying value of assets and liabilities pertaining to the Treasury & Investment Undertaking and Trading Undertaking, transferred to

and vested in the Resulting company from the carrying value of assets and liabilities as appearing in its books of accounts.

(b) The difference between the carrying value of assets over the carrying value of liabilities of the Treasury & Investment Undertaking and Trading Undertaking shall be

adjusted first against capital redemption reserve, then against general reserve, then against securities premium and the balance shall be adjusted against retained

earnings.

The Scheme is approved by National Company Law Tribunal (NCLT), Ahmedabad Bench vide its order dated October 29, 2018 and the scheme became effective on

filing of the said order with the Registrar of Companies on November 1, 2018. The Company has incorporated the accounting effects in its books of accounts for the

year ended March 31, 2018 as per the accounting treatment prescribed in the Scheme.







FRN : 113742W (DIN: 00159413) (DIN: 00199651)







Note 41 : Previous period's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

Note 39 : The composite scheme of arrangements referred to in Note no.38 above states that the effects of the scheme shall be given in the accounts for the financial

year ended on March 31, 2018, which has been approved by the hon’ble National Company Law Tribunal, Ahmedabad Bench in its order. The Board of Directors of the

company in consultation with specialists/experts have concluded that this accounting treatment is proper and has been accordingly given effect by applying Accounting

standards as notified under Section 133 of the Companies act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant

amendment rules issued there after.

Note 40 : The Company has been incurring losses and has accumulated losses of Rs.6,094.36 lacs as at March 31, 2019 and its net worth has been fully eroded.

However, based on future business plans, the management is confident of funding its operating and capital expenditure and continue business operations in the

foreseeable future. Accordingly, the financial statements have been prepared on a going concern basis.


INDEPENDENT AUDITOR’S REPORT

To the Members of CLARIS LIFESCIENCES LIMITED

Report on the Consolidated Ind AS Financial Statements

Opinion

We have audited the accompanying consolidated financial statements of CLARIS LIFESCIENCES

LIMITED (hereinafter referred to as the “Holding Company") and its foreign subsidiaries (Holding

Company and its foreign subsidiaries together referred to as ''the Group''), which comprise the consolidated

Balance Sheet as at March 31, 2019; and the consolidated statement of Profit and Loss (including other

comprehensive income), the consolidated statement of changes in equity and the consolidated statement of

cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of

significant accounting policies and other explanatory information (hereinafter referred to as ''the consolidated

financial statements").

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 Companies Act, 2013 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 (financial position) of the Group as at March 31, 2019, of

consolidated loss (financial performance including other comprehensive income), consolidated changes in equity and its consolidated cash flows for the year then ended.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10)

of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor's

Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are

independent of the Group in accordance with the ethical requirements that are relevant to our audit of the

consolidated financial statements in India in terms of the Code of Ethics issued by Institute of Chartered

Accountants of India and the relevant provisions of the Companies Act, 2013, and we have fulfilled our other

ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have

obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to note no: 38 with respect to the losses incurred by the company and erosion of its net

worth and preparation of the consolidated financial statements on going concern assumption, based on the

reasons and assumptions stated in the aforesaid note. The company’s ability to continue as a going concern is

dependent on generation of the expected cash flows to be able to meets its obligations as and when they arise, for which an uncertainty exists that may cast significant doubt on the ability to continue as a going concern.

Our opinion is not modified in respect of this matter.

Other Information

The Company's Board of Directors is responsible for the other information. The other information comprises

the information included in the annual report, but does not include the consolidated financial statements and

our auditor's report thereon.


Our opinion on the consolidated financial statements does not cover the other information and we do not

express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with the

consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially

misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial

Statements

The Holding Company's Board of Directors is responsible for the preparation and presentation of these

consolidated financial statements in term of the requirements of the Companies Act, 2013 (‘the Act’) that give

a true and fair view of the consolidated financial position, consolidated financial performance (including other

comprehensive income), consolidated changes in equity and consolidated cash flows of the Group in

accordance with the accounting principles generally accepted in India, including the Indian Accounting

Standards ('Ind AS') specified under section 133 of the Act. The respective Board of Directors of the

companies included in the Group are responsible for maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and

detecting frauds and other irregularities; 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 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.

In preparing the consolidated financial statements, the respective Board of Directors of the companies

included in the Group are responsible for assessing the ability of the Group to continue as a going concern,

disclosing as applicable, matters related to going concern and using the going concern basis of accounting

unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic

alternative but to do so.

The respective Board of Directors of the companies included in the Group are responsible for overseeing the

financial reporting process of the Group.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that

includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements

can arise from fraud or error and are considered material if, individually or in the aggregate, they could

reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated



As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements,

whether due to fraud or error, design and perform audit procedures responsive to those risks, and

obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of

not detecting a material misstatement resulting from fraud is higher than for one resulting from error,

as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of

internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures

that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible

for expressing our opinion on whether the company has adequate internal financial controls system in

place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and,

based on the audit evidence obtained, whether a material uncertainty exists related to events or

conditions that may cast significant doubt on the ability of the Group to continue as a going concern.

If we conclude that a material uncertainty exists, we are required to. draw attention in our auditor's

report to the related disclosures in the consolidated financial statements or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to

continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements,

including the disclosures, and whether the consolidated financial statements represent the underlying

transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements.

We are responsible for the direction, supervision and performance of the audit of the financial

statements of such entities included in the consolidated financial statements of which we are the

independent auditors. For the other entities included in the consolidated financial statements, which

have been audited by other auditors, such other auditors remain responsible for the direction,

supervision and performance of the audits carried out by them. We remain solely responsible for our

audit opinion.

We communicate with those charged with governance of the Holding Company and such other entities

included in the consolidated financial statements of which we are the independent auditors regarding, among

other matters, the planned scope and timing of the audit and significant audit findings, including any

significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical

requirements regarding independence and to communicate with them all relationships and other matters that

may reasonably be thought to bear on our independence, and where applicable, related safeguards.


From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore

the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes

public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter

should not be communicated in our report because the adverse consequences of doing so would reasonably be

expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by Section 143(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 and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, the consolidated

Statement of Changes in Equity 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 Companies (Indian Accounting Standard) Rules,

2015.

(e) On the basis of the written representations received from the directors of the Holding Company as on

March 31, 2019 taken on record by the Board of Directors of the Holding Company, none of the

directors of the holding company is disqualified as on March 31, 2019 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 to our separate report in Annexure 'A'.

(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, in our opinion and to the best of our information

and according to the explanations given to us:

i. The company has disclosed the impact of pending litigations as at March 31, 2019 on its

consolidated financial position. Refer Note 31 to the consolidated Ind AS 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.


Chartered Accountants FRN: 113742W

SUNIL K DAVE



UDIN No.: 19047236AAAACY3288


“Annexure A ”to the Auditors’ Report of even date on the Consolidated Ind AS Financial Statements of

CLARIS LIFESCIENCES LIMITED,

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 (“the Act”).

(Referred to in paragraph (f) under the heading ‘Report on Other Legal & Regulatory Requirements’ of our

report of even date to the consolidated Ind AS financial statements of the Company for the year ended on 31st

March, 2019.)

To the Members of


In conjunction with our audit of the consolidated Ind AS financial statements of CLARIS LIFESCIENCES

LIMITED as of and for the year ended March 31, 2019, we have audited the internal financial controls over

financial reporting of Claris Lifesciences Limited (hereinafter referred to as the “Holding Company”).

Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Holding Company is responsible for establishing and maintaining internal

financial controls based on the internal control over financial reporting criteria established by the Holding

Company considering the essential components of internal control stated in the Guidance Note on Audit of

Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of

India. These responsibilities include the design, implementation and maintenance of adequate internal

financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business,

including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely

preparation of reliable financial information, as required under the Act.

Auditor’s 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,

both, issued by Institute of Chartered Accountants of India, and deemed to be prescribed under section

143(10) of the Act, to the extent applicable to an audit of internal financial controls. 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

consolidated Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in

terms of their report referred to in the Other Matter paragraph below, is sufficient and appropriate to provide a

basis for our audit opinion on the internal financial controls system over financial reporting.


Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting principles. A company’s internal

financial control over financial reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions

of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

that receipts and expenditures of the company are being made only in accordance with authorizations of

management and directors of the company; and (3) provide reasonable assurance regarding prevention or

timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a

material effect on the consolidated Ind AS 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 has maintained in all material respects, an adequate internal financial

controls system over financial reporting and such internal financial controls over financial reporting were

operating effectively as at March 31, 2019 based on the internal control over financial reporting criteria

established by the Holding 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.



FRN: 113742W

SUNIL K DAVE


Date : August 16, 2019 Membership Number:047236 UDIN No.: 19047236AAAACY3288


Claris Lifesciences Limited and its subsidiaries

Consolidated Balance Sheet as at March 31, 2019

(Rs. In lacs)

Particulars Notes As at March 31, 2019 As at March 31, 2018

ASSETS

Non-current assets

Property, plant and equipment 6 - -

Capital work-in-progress 6 - -

Intangible assets 7 - -

Financial assets

Investments 8 - -

Deferred tax assets (net) 22 956.21 1,220.91

Non-current tax assets (net) 22 634.64 626.74

1,590.85 1,847.65

Current assets

Financial assets

Trade receivables 9 62.68 58.10

Cash and cash equivalents 10 27.43 6.88

Other bank balance 10 38.38 31.60

Others financial assets 11 341.95 131.62

Other current assets 12 111.98 326.89

582.42 555.09

Total Assets 2,173.27 2,402.74

EQUITY AND LIABILITIES

EQUITY

Equity share capital 13 5,456.78 5,456.78

Other equity 14 (6,094.36) (5,386.34)

(637.58) 70.44

LIABILITIES

Current liabilities


Trade payables 15

Total outstanding dues of micro enterprises and small enterprises - -

Total outstanding dues of creditors other than micro enterprises and small enterprises 24.56 192.04

Other financial liabilities 16 2,783.91 2,003.68

Other current liabilities 17 2.38 136.58

2,810.85 2,332.30

Total Equity and Liabilities 2,173.27 2,402.74

Notes forming part of consolidated financial statements (including significant accounting policies)


For Shah & Shah Associates Arjun Handa

Chartered Accountants Vice-Chairman & Managing Director

FRN : 113742W (DIN: 00159413)







Chandrasingh S. Purohit

Whole time Director & CFO

(DIN: 00199651)



Consolidated statement of profit and loss for the year ended March 31, 2019

(Rs. In lacs)

Particulars Notes For the year ended

March 31, 2019

For the year ended

March 31, 2018

INCOME

Other income 18 762.61 1,391.78

Total income 762.61 1,391.78

EXPENSES

Depreciation and amortisation expense 19 - 10.31

Other Expenses 20 1,246.98 1,793.80

Total expenses 1,246.98 1,804.11

Profit/(Loss) before tax (484.37) (412.33)

Tax expense / (benefit)

Current tax 22 - -

Adjustment of tax relating to earlier years 22 - 449.77

Deferred tax charge / (credit) 22 264.70 (278.63)

Total tax expense / (benefit) 264.70 171.14

Profit/(Loss) for the year from Continuing operations (749.07) (583.47)

Profit before share in loss of Associate and tax from Discontinued operations 21 - 3,249.82

Tax Expense of Discontinued operations 21 - 1,110.18

Net Profit / (Loss) for the year from Discontinued operations - 2,139.64

Profit / (Loss) for the year (749.07) 1,556.17


Items that will be reclassified to profit and loss

Exchange differences in translating the financial statements of a foreign operation 41.04 0.08

Income tax effect on above - -

41.04 0.08

Total other comprehensive income/(loss) for the year, net of tax 41.04 0.08

Total comprehensive income/(loss) for the year (708.02) 1,556.25

Profit for the year from continuing operations attributable to :

Owners of the company (749.07) (583.47)

Non-controlling interest - -

(749.07) (583.47)

Profit for the year from discontinued operations attributable to :

Owners of the company - 2,283.19

Non-controlling interest - (143.55)

- 2,139.64

Profits/(loss) for the year attributable to :

Owners of the company (749.07) 1,699.72


(749.07) 1,556.17

Other comprehensive income/(loss) for the year attributable to

Owners of the company 41.04 5.51


41.04 0.08



Consolidated statement of profit and loss for the year ended March 31, 2019

(Rs. In lacs)

Particulars Notes For the year ended

March 31, 2019

For the year ended

March 31, 2018

Total comprehensive income/(loss) for the year, net of tax

Owners of the company (708.02) 1,705.23


(708.02) 1,556.25

Earning per equity share of Rs. 10 each (basic and diluted) 32

Continuing Operations (1.37) (1.07)

Discontinued Operations - 4.18

Continuing & Discontinued Operations (1.37) 3.11





FRN : 113742W (DIN: 00159413) (DIN: 00199651)








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Claris Lifesciences Limited and its Subsidiaries

Consolidated statement of Cash Flows for the year ended March 31, 2019

(Rs. In lacs)

Particulars For the year ended

March 31, 2019

For the year ended

March 31, 2018

A. 1. Cash Flows from Operating Activities

Profit / (loss) before tax from continuing operations (484.37) (412.33)


Profit before tax (484.37) 2,837.49

2. Adjustment for :

Depreciation and amortisation expense - 10.31

Interest income (40.94) (0.92)

Bad debts written-off - 798.45

Provision for doubtful debts & other receivables (net) 149.92 (2,569.59)

Loss on sale of fixed assets - (Net) - (725.52)

Foreign exchange rate difference loss on loss of control 41.04

Unrealised foreign exchange rate difference (gain)/loss (Net) - 127.45

Net gain on sales and fair valuation of investment - (362.62)

Liability / provision no longer required written back (135.32) (662.37)

Operating profit before working capital changes (1+2) (469.67) (547.34)

3. Adjustments for working capital changes:

Decrease / (increase) in trade and other receivables (105.59) 4,261.63

(Decrease) / increase in trade and other payables 568.75 (4,021.75)

Cash generated from/(used in) operations (6.51) (307.46)

4. Direct taxes (paid)/refund received (8.00) (274.69)

Net Cash generated from/(used in) Operating Activities [A] (14.51) (582.14)

B. Cash Flows from Investing Activities

Proceeds from sale of fixed assets - 900.00

Proceeds from sale of investment in subsidiary companies (Net) - 471.02

Decrease / (Increase) in Fixed deposits with banks (6.63) (23.93)

Interest received 41.69 -

Net Cash generated from/(used in) Investing Activities [B] 35.06 1,347.09

C. Cash Flows from Financing Activities

Dividend paid - (1,313.53)

Net Cash generated from/(used in) Financing Activities [C] - (1,313.53)

Net Increase/(Decrease) in cash & cash equivalents [A+B+C] 20.55 (548.57)

Cash & Cash equivalents at the beginning of the year 6.88 15,250.47

- (14,695.02)

Cash & Cash equivalents at the end of the year 27.43 6.88

Cash & cash equivalents transferred pursuant to Composite scheme of arrangement (refer

note 35)


Claris Lifesciences Limited and its Subsidiaries

Consolidated statement of Cash Flows for the year ended March 31, 2019

Notes:

1 Components of cash & cash equivalents

(Rs. In lacs)

Particulars For the year ended

March 31, 2019

For the year ended

March 31, 2018

Balances with banks

- In Current accounts 27.43 6.88

Cash & cash equivalents as per Note 10 27.43 6.88

2. The above cashflow statement has been prepared under the 'indirect method' as set out in the Indian Accounting Standard - 7

"Statement of Cash Flows".

3. The previous year's figures have been regrouped wherever necessary.





FRN : 113742W (DIN: 00159413) (DIN: 00199651)









Notes forming part of consolidated financial statements

Note 1. Corporate information

Note 2. Basis of preparation

Principles of consolidation

Subsidiaries

The acquisition method of accounting is used to account for business combinations by the group.

Note 3. Significant accounting policies

3.01 Changes in accounting policies and disclosures

New and amended standards

The company has applied Ind AS 115 and several other amendments and interpretations for the first time during the financial year 2018-19. The company has

not early adopted any standards or amendments that have been issued but are not yet effective.

Ind AS 115 – ‘Revenue from Contracts with Customers’:

Ind AS 115 was issued on March 28, 2018 and supersedes Ind AS 11 Construction Contracts and Ind AS 18 Revenue and it applies, with limited exceptions,

to all revenue arising from contracts with its customers. Ind AS 115 establishes a five-step model to account for revenue arising from contracts with

customers and requires that revenue be recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for

transferring goods or services to a customer.

Ind AS 115 requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model

to contracts with their customers. The standard also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to

fulfilling a contract. In addition, the standard requires extensive disclosures.

The company adopted Ind AS 115 using the full retrospective method of adoption. The change did not have material impact on the group's consolidated


The consolidated financial statements are presented in INR and all values are rounded to the nearest lacs (INR 00,000), except when otherwise indicated. Any

discrepancies in any table between totals and sums of the amounts listed are due to rounding off.

Subsidiaries are all entities over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns

from its involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are

fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.

The group combines the financial statements of the parent and its subsidiaries line by line adding together like items of assets, liabilities, equity, income and

expenses. Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also

eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where

necessary to ensure consistency with the policies adapted by the group.

Non-controlling interests, if any, in the results and equity of subsidiaries are shown separately in the consolidated statement of profit and loss, consolidated

statement of changes in equity and balance sheet respectively.

The consolidated financial statements comprise financial statements of Claris Lifesciences Limited (the "parent company") and its subsidiaries and associate

(collectively, the "Group") for the year ended March 31, 2019. The parent company is a public company domiciled in India and is incorporated under the

provisions of the Companies Act applicable in India. Its shares were listed on BSE, a recognized stock exchange, in India till March 22, 2018. The registered

office of the parent company is located at Claris Corporate Headquarters, Nr. Parimal Crossing, Ellisbridge, Ahmedabad - 380 006, Gujarat, India.

The consolidated financial statements of the Group were authorised for issue in accordance with a resolution of the directors on August 16, 2019.

These consolidated financial statements are prepared in accordance with Indian Accounting Standard (Ind AS), under the historical cost convention on the

accrual basis except for certain financial instruments which are measured at fair values, the provisions of the Companies Act, 2013 ('the Act') (to the extent

notified). The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant

amendment rules issued there after.

The consolidated financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies

Act, 2013 and other relevant provisions of the Act.

Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing

accounting standard requires a change in the accounting policy hitherto in use.




3.02 Current / non-current classification

All other assets are classified as non-current.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

Amendments to Ind AS 28 – ‘Investments in Associates and Joint Ventures’:

The amendments clarify that an entity that is a venture capital organisation, or other qualifying entity, may elect, at initial recognition on an investment-by-

investment basis, to measure its investments in associates and joint ventures at fair value through profit or loss. If an entity that is not itself an investment

entity, has an interest in an associate or joint venture that is an investment entity, then it may, when applying the equity method, elect to retain the fair value

measurement applied by that investment entity associate or joint venture to the investment entity associate’s or joint venture’s interests in subsidiaries. This

election is made separately for each investment entity associate or joint venture, at the later of the date on which: (a) the investment entity associate or joint

venture is initially recognised; (b) the associate or joint venture becomes an investment entity; and (c) the investment entity associate or joint venture first

becomes a parent. These amendments do not have any impact on the group's consolidated financial statements.

Amendments to Ind AS 38 – ‘Intangible assets’:

The amendment clarifies that in some cases, an intangible asset may be acquired free of charge, or for nominal consideration, by way of a government grant.

In accordance with Ind AS 20 Accounting for Government Grants and Disclosure of Government Assistance, an entity may choose to recognise both the

intangible asset and the grant initially at fair value. If an entity chooses not to recognise the asset initially at fair value, the entity recognises the asset initially

at a nominal amount plus any expenditure that is directly attributable to preparing the asset for its intended use. The amendment also clarifies that revaluation

model can be applied for asset which is received as government grant and measured at nominal value. These amendments do not have any impact on the

group's consolidated financial statements.

Amendments to Ind AS 40 – ‘Investment Property’:

The amendments clarify when an entity should transfer property, including property under construction or development into, or out of investment property.

The amendments state that a change in use occurs when the property meets, or ceases to meet, the definition of investment property and there is evidence of

the change in use. A mere change in management’s intentions for the use of a property does not provide evidence of a change in use. These amendments do

not have any impact on the group's consolidated financial statements.

Amendments to Ind AS 12 – ‘Income Taxes’:The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the

reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and

explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount.

Entities are required to apply the amendments retrospectively. However, on initial application of the amendments, the change in the opening equity of the

earliest comparative period may be recognised in opening retained earnings (or in another component of equity, as appropriate), without allocating the change

between opening retained earnings and other components of equity. Entities applying this relief must disclose that fact.

These amendments do not have any impact on the group as the group has no deductible temporary differences or assets that are in the scope of the

amendments.

Amendments to Ind AS 20 – ‘Accounting for Government Grants and Disclosure of Government Assistance’:

The amendment clarifies that where the government grant related to asset, including non-monetary grant at fair value, shall be presented in balance sheet

either by setting up the grant as deferred income or by deducting the grant in arriving at the carrying amount of the asset. Prior to the amendment, Ind AS 20

did not allow the option to present asset related grant by deducting the grant from the carrying amount of the asset. These amendments do not have any

impact on the consolidated financial statements as the group does not have any government grants.

Amendments to Ind AS 21 – ‘The Effect of Changes in Foreign Exchange Rates’:

The appendix clarifies that, in determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the

derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which an entity

initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in

advance, then the entity must determine the date of the transactions for each payment or receipt of advance consideration. This Interpretation does not have

any impact on the group’s consolidated financial statements.

The Group presents assets and liabilities in the balance sheet based on current and non-current classification. An asset is treated as current when it is:

a) expected to be realised or intended to be sold or consumed in normal operating cycle;


c) expected to be realised within twelve months after the reporting period; or

d) cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve

months after the reporting period.

A liability is treated as current when :

a) it is expected to be settled in normal operating cycle;

b) it is held primarily for the purpose of trading;

c) it is due to be settled within twelve months after the reporting period; or

d) there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

The operating cycle is the time between the acquisition of assets/materials for processing and their realisation in cash and cash equivalents. As the Group's

normal operating cycle is not clearly identifiable, it is assumed to be twelve months.




3.03 Foreign currencies

Transactions and balances

Consolidation

3.04 Fair value measurement

3.05 Property, plant and equipment

The Group's consolidated financial statements are prepared in Indian Rupee ("INR") which is also the parent company's functional currency. For each entity,

the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. The

Group uses the direct method of consolidation and on disposal of a foreign operation, the gain or loss that is reclassified to profit or loss reflects the amount

that arises from using this method.

Transactions denominated in foreign currencies are recorded at the exchange rate prevailing at the time of the transaction, i.e. spot rate.

Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate at the reporting date.

Exchange differences arising on settlement or translation of monetary items are recognised in the statement of profit and loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial

transactions.

On consolidation, the assets and liabilities of foreign operations are translated into INR at the rate of exchange prevailing at the reporting date and their

statements of profit and loss are translated at average exchange rates. The exchange differences arising on translation for consolidation are recognised in OCI.

On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is recognised instatement of profit and loss.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as

follows, based on the lowest level input that is significant to the fair value measurement as a whole:

a) Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities;

b) Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable;

and

c) Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognised in the consolidated financial statements on a recurring basis, the Group determines whether transfers have

occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a

whole) at the end of each reporting period.

External valuers are involved, wherever required, for valuation of significant assets, such as properties and unquoted financial assets and significant

liabilities. Involvement of external valuers is decided upon by the Group after discussion with and approval by the Group’s senior management. Selection

criteria include market knowledge, reputation, independence and whether professional standards are maintained. The Group, after discussions with its

external valuers, determines which valuation techniques and inputs to use for each case.

At each reporting date, the Group analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed as per the

Group’s accounting policies. For this analysis, the Group verifies the major inputs applied in the latest valuation by agreeing the information in the valuation

computation to contracts and other relevant documents. The Group also compares the change in the fair value of each asset and liability with relevant external

sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the

asset or liability and the level of the fair value hierarchy as explained above.

This note summarises accounting policy for fair value measurement. Other fair value related disclosures are given in the relevant notes.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the

measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

a) In the principal market for the asset or liability, or

b) In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that

market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its

highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising

the use of relevant observable inputs and minimising the use of unobservable inputs.

All the items of property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost

includes the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met.

When significant parts of Property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as individual assets with

specific useful lives and depreciates them accordingly. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the

plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in the statement of profit

and loss, as incurred.

Borrowing cost relating to acquisition / construction of fixed assets which take substantial period of time to get ready for its intended use are also included to

the extent they relate to the period till such assets are ready to be put to use.




Foreign Companies

3.06 Leases

3.07

3.08

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows:

Particulars Useful life of assets

Office buildings 40 years

Plant & Equipment 10-30 years

Projects under which property, plant and equipment are not yet ready for their intended use are carried at cost under capital work in progress, comprising

direct cost, related incidental expenses and attributable interest including exchange difference.

Vehicles 8-10 years

Data processing equipment 3-10 years

The Group, based on technical evaluation carried out by internal technical experts, believes that the useful lives as given above best represents the period over

which the management expects to use these assets. Hence, the useful lives for certain assets are different from the useful lives prescribed in Schedule II to the

Companies Act, 2013.

Electrical installation 2-30 years

Furniture & fixtures 10-25 years

Office equipment 5-20 years

Lease improvements 5 years

A lease is classified at the inception date as a finance lease or an operating lease. A lease that transfers substantially all the risks and rewards incidental to

ownership to the Group is classified as a finance lease.

Operating lease payments are recognised as an expense in the statement of profit and loss on a straight-line basis over the lease term except in the case where

incremental lease reflects inflationary effect in which case, lease expense is accounted by actual rent for the period.

As a lessor

Leases in which the Group does not transfer substantially all the risks and rewards of ownership of an asset are classified as operating leases. Rental income

from operating lease is recognised on a straight-line basis over the term of the relevant lease except in the case where incremental lease reflects inflationary

effect in which case, lease income is accounted by actual rent for the period. Initial direct costs incurred in negotiating and arranging an operating lease are

added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as

revenue in the period in which they are earned.

Borrowing costs

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted

prospectively, if appropriate.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are

expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and

the carrying amount of the asset) is included in the statement of profit and loss when the asset is derecognised.

Depreciation has been provided by Foreign Companies on methods and at the rates required/permissible by the local laws so as to write-off assets over their

useful lives.

The determination of whether an arrangement is (or contains) a lease or not is based on the substance of the arrangement at the inception of the lease. The

arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to

use the asset or assets, even if that right is not explicitly specified in an arrangement.

As a lessee

For the purpose of impairment testing, goodwill is allocated to the cash generating unit. A cash generating unit to which goodwill is allocated is tested for

impairment annually or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of cash generating unit is less

than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to other assets of

the units pro rata based on the carrying amount of each asset in the unit. Any impairment loss on goodwill is directly recognised in the statement of profit and

loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready

for its intended use or sale are capitalized as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing

costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

Goodwill

Goodwill arising on an acquisition of business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if

any.




3.09

3.10

3.11

3.12

Intangible assets

Intangible assets acquired separately are measured, on initial recognition, at cost. Following the initial recognition, intangible assets are carried at cost less

any accumulated amortization and accumulated impairment losses.

The useful economic life of intangible assets is five years.

The amortization expense on intangible assets is recognized in the statement of profit and loss.

Intangible assets are derecognized either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit

is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the

period of derecognition.




quoted share prices for publicly traded companies or other available fair value indicators. The Group bases its impairment calculation on detailed budgets and

forecast calculations.

Impairment losses are recognised in the statement of profit and loss.

An assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses on assets no longer

exist or have decreased. If such indication exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is

reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised.

The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been

determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit and

loss.

Revenue recognition

Impairment of non-financial assets

The Group assesses, at each reporting date, whether there is any indication that an asset may be impaired. If any indication exists, or when annual impairment

testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-

generating unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does

not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds

its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

The group assesses, at each reporting date, whether there is any indication that an asset may be impaired. If any indication exists, or when annual impairment

testing for an asset is required, the group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-

generating unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does

not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds

its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.




quoted share prices for publicly traded companies or other available fair value indicators. The Company bases its impairment calculation on detailed budgets

and forecast calculations.

Impairment losses are recognized in the statement of profit or loss.

An assessment is made at each reporting date to determine whether there is an indication that previously recognized impairment losses on assets no longer

exist or have decreased. If such indication exists, the Company estimates the asset’s or CGU’s recoverable amount. A previously recognized impairment loss

is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was

recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that

would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the

statement of profit or loss.


All financial assets, except investment in associate, are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through

profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets

within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the

Group commits to purchase or sell the asset.

Investments in associate is accounted for using the equity method in the consolidated financial statements.





a) Debt instruments at amortised cost

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is

calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is

included in finance income in the statement of profit or loss. The losses arising from impairment are recognised in the statement of profit or loss. This

category generally applies to trade and other receivables. Interest income from these financial assets is included in other income using the effective interest

rate method.

b) Debt instruments at fair value through other comprehensive income (FVTOCI)

A ‘debt instrument’ is classified as at the FVTOCI if both of the following criteria are met:

i) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets; and

ii) The asset’s contractual cash flows represent SPPI.

Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are

recognized in the other comprehensive income (OCI). However, the Group recognizes interest income, impairment losses & reversals and foreign exchange

gain or loss in the statement of profit and loss. On derecognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the

equity to statement of profit and loss. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the EIR method.

c) Other financial instruments measured at fair value through profit and loss (FVTPL)

Any financial asset that does not qualify for amortised cost measurement or measurement at FVTOCI must be measured subsequent to initial recognition at

FVTPL.

For the purposes of subsequent measurement, financial assets are primarily classified in three categories:

a) Debt instruments at amortised cost;

b) Debt instruments at fair value through other comprehensive income (FVTOCI); and

c) Other financial instruments measured at fair value through profit and loss (FVTPL).

A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:

i) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

ii) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal

amount outstanding.



Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss or as those measured at amortised cost.

The Group's financial liabilities include trade and other payables, loans and borrowings including bank overdrafts.


Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised when the rights to

receive cash flows from the asset have expired.

Impairment of financial assets

The Group follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables & lease receivables. The application of simplified

approach does not require the Group to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime Expected credit loss

(ECL) at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the Group determines that whether there has been a significant increase in the

credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk

has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant

increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a

portion of the lifetime ECL which results from default events on a financial instrument that are possible within 12 months after the reporting date.

The measurement of financial liabilities depends on their classification, as described below:

a) Financial liabilities at fair value through profit and loss

Financial liabilities at fair value through profit and loss include financial liabilities held for trading and financial liabilities designated upon initial recognition

as at fair value through profit and loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near

term.

Gains or losses on liabilities held for trading are recognised in the statement of profit and loss.




3.13 Cash and cash equivalents

3.14 Taxes

Financial liabilities at amortised cost include loans and borrowings and payables.

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are

recognised in statement of profit and loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR

amortisation is included as finance costs in the statement of profit and loss.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is

replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or

modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is

recognised in the statement of profit and loss.

Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and term deposits with an original maturity of three months or less, which

are subject to an insignificant risk of changes in value.

Financial liabilities designated upon initial recognition at fair value through profit and loss are designated as such at the initial date of recognition, and only if

the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognised in

OCI. These gains/ loss are not subsequently transferred to the statement of profit and loss. However, the Group may transfer the cumulative gain or loss

within equity. All other changes in fair value of such liability are recognised in the statement of profit and loss. The Group has not designated any financial

liability as at fair value through profit and loss.

b) Financial liabilities at amortised cost

Deferred tax liabilities are recognised for all taxable temporary differences, except when the deferred tax liability arises from the initial recognition of

goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor

taxable profit or loss.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax

assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry

forward of unused tax credits and unused tax losses can be utilised, except when the deferred tax asset relating to the deductible temporary difference arises

from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the

accounting profit nor taxable profit or loss.

The Group recognises tax credits in the nature of MAT credit as an asset only to the extent that there is convincing evidence that the Group will pay normal

income tax during the specified period, i.e., the period for which tax credit is allowed to be carried forward. In the year in which the Group recognises tax

credits as an asset, the said asset is created by way of tax credit to the statement of profit and loss. The Group reviews such tax credit asset at each reporting

date and writes down the asset to the extent the Group does not have convincing evidence that it will pay normal tax during the specified period. Deferred tax

includes MAT tax credit.

Any deferred tax asset or liability arising from deductible or taxable temporary differences in respect of unrealised inter-Group profit or loss on inventories

held by the Group in different tax jurisdictions is recognised using the tax rate of the jurisdiction in which such inventories are held.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable

profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and

are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based

on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Current taxes

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax

laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Current income tax relating to items recognised outside statement of profit and loss is recognised outside statement of profit or loss (either in other

comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. The

management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation

and establishes provisions where appropriate.

Deferred taxes

Deferred tax is provided using the balance sheet method on temporary differences between the tax bases of assets and liabilities and their carrying amounts

for financial reporting purposes at the reporting date.

Deferred tax relating to items recognised outside statement of profit and loss is recognised outside statement of profit and loss (either in other comprehensive

income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the

deferred taxes relate to the same taxable entity and the same taxation authority.




3.15

3.16 Earnings Per Share

3.17

3.18

3.19

Past service costs are recognised in statement of profit and loss on the earlier of:

a) The date of the plan amendment or curtailment, and

b) The date that the Group recognises related restructuring costs

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Group recognises the following changes in the net

defined benefit obligation as an expense in the consolidated statement of profit and loss:

a) Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and

b) Net interest expense or income.

The basic earnings per share is computed by dividing the net profit / loss attributable to equity shareholders for the period by the weighted average number of

equity shares outstanding during the period. The number of shares used in computing diluted earnings per share comprises the weighted average shares

considered for deriving basic earnings per share, and also the weighted average number of equity shares which could be issued on the conversion of all

dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless they have been issued at a later

date. In computing dilutive earnings per share, only potential equity shares that are dilutive and that would, if issued, either reduce future earnings per share

or increase loss per share, are included.

Dividend distribution

The Group recognises a liability to make cash distributions to equity holders of the parent when the distribution is authorised and the distribution is no longer

at the discretion of the Group. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding

amount is recognised directly in equity.

Employee benefits

Retirement benefit in the form of contribution to provident fund is a defined contribution scheme. The Group has no obligation, other than the contribution

payable to the provident fund. The Group recognizes contribution payable to the provident fund scheme as an expense, when an employee renders the related

service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable

to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for

services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to, for example, a reduction

in future payment or a cash refund.

The Group's liabilities towards gratuity and leave encashment payable to its employees are determined using the projected unit credit method which considers

each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately to build up the final obligation.

As per requirements of Ind AS, remeasurements, comprising of actuarial gains and losses are recognised immediately in the balance sheet with a

corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in

subsequent periods.

Non-current assets held for sale and discontinued operations

The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale rather than

through continuing use. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the

decision to sell will be withdrawn. Management must be committed to the sale expected within one year from the date of classification.

The criteria for held for sale classification is considered to have met only when the assets or disposal group is available for immediate sale in its present

condition, subject only to terms that are usual and customary for sale of such assets (or disposal groups), its sale is highly probable; and it will genuinely be

sold, not abandoned. The group treats sale of the asset or disposal group to be highly probable when:

i) The management is committed to a plan to sell the asset (or disposal group),

ii) An active programme to locate a buyer and complete the plan has been initiated (if applicable),

iii) The asset (or disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value.

iv) The sale is expected to qualify for recognition as a completed sale within one year from the date of classification, and

v) Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Non-current assets held for sale to owners and disposal groups are measured at the lower of their carrying amount and the fair value less costs to sell. Assets

and liabilities classified as held for sale are presented separately in the balance sheet.

Property, plant and equipment and intangible assets once classified as held for sale to owners are not depreciated or amortised.

Provisions & contingent liabilities

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources

embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group

expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only

when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

Contingent liability arises when the Group has:

a) a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more

uncertain future events not wholly within the control of the entity; or

b) a present obligation that arises from past events but is not recognised because:

(i) it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or

(ii) the amount of the obligation cannot be measured with sufficient reliability.

Contingent liabilities are not recorded in the financial statement but, rather, are disclosed in the note to the financial statements.




Note 4 Key accounting estimates and judgements

4.01 Fair value measurement of financial instruments

4.02 Taxes

4.03 Allowance for doubtful trade receivables

4.04 Going concern assumption

Refer Note 38 for going concern assumption.

Note 5 : Recent accounting Pronouncements

Standards issued but not yet effective

(i) New Ind AS issued

(ii) Amendment to existing issued Ind AS

(a) Appendix C to Ind AS 12 - Uncertainty over Income Tax treatments

(b) Amendment to Ind AS 109 - Prepayment feature with negative compensation

(c) Amendment to Ind AS 19 - Plan amendment, curtailment or settlement

(d) Amendment to Ind AS 28 - Long-term interest in associates and joint ventures

(e) Annual improvement to Ind AS (2018)

Amendment to Ind AS 103 : Party to a joint arrangements obtains control of a business that is a joint operation

Amendment to Ind AS 111 : Joint arrangements

Amendment to Ind AS 12 : Income taxes

Amendments to Ind AS 23 : Borrowing cost

A disposal group qualifies as discontinued operation if it is a component of an entity that either has been disposed of, or is classified as held for sale, and:

1) represents a separate major line of business or geographical area of operations,

2) is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations.

Deferred tax assets are recognised for unused tax credits to the extent that it is probable that taxable profit will be available against which the losses can be

utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing

and the level of future taxable profits together with future tax planning strategies. See Note 22 for further disclosures.

Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from

discontinued operations in the statement of profit and loss.

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets,

their fair value are measured using valuation techniques. The inputs to these models are taken from observable markets where possible, but where this is not

feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and

volatility. Changes in assumptions relating to these factors could affect the reported fair value of financial instruments. See Note 28 for further disclosures.

Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts.

Estimated irrecoverable amounts are derived based on a provision matrix which takes into account various factors such as customer specific risks,

geographical region, product type, currency fluctuation risk, repatriation policy of the country, country specific economic risks, customer rating, and type of

customer, etc. The allowances for doubtful trade receivables including allowance of discontinued operations were Rs.3,279.51 lacs as at March 31, 2019 (as

at March 31, 2018 : Rs.3,129.59 lacs including asset held for sale).

Individual trade receivables are written off when the management deems them not to be collectable.

On March 30, 2019, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) Amendment Rules, 2019 notifying Ind AS 116 -

‘Leases’.

On March 30, 2019, the Ministry of Corporate Affairs also issued the Companies (Indian Accounting Standards) Second Amendments Rules, 2019, notifying

consequential amendments to various Ind AS standards. The amended Rules also notified amendments to Ind AS 12 - 'Income Taxes', Ind AS 19 - 'Employee

Benefits', Ind AS 23 - 'Borrowing Costs', Ind AS 28 - 'Investments in Associates and Joint Ventures', Ind AS 103 - 'Business Combinations', Ind AS 109 -

'Financial Instruments' and Ind AS 111 - 'Joint Arrangements'.

The amendments are effective from accounting periods beginning from April 1, 2019.

Ind AS 116 – ‘Leases’:

The company is required to adopt Ind AS 116 'Leases' from April 1, 2019. Ind AS 116 introduces a single, on-balance sheet lease accounting model for

lessees. A lessee recognises a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease

payments. There are recognition exemptions for short-term leases and leases of low-value items. Lessor accounting remains similar to the current standard –

i.e. lessors continue to classify leases as finance or operating leases. It replaces existing leases guidance, Ind AS 17, Leases.

The company has completed an initial assessment of the potential impact on its consolidated financial statements but has not yet completed its detailed

assessment. The quantitative impact of adoption of Ind AS 116 on the standalone financial statements in the period of initial application is not reasonably

estimable as at present.

The company plans to apply Ind AS 116 initially on April 1, 2019, using the modified retrospective approach. Therefore, the cumulative effect of adopting

Ind AS 116 will be recognised as an adjustment to the opening balance of retained earnings at April 1, 2019, with no restatement of comparative information.

The company plans to apply the practical expedient to grandfather the definition of a lease on transition. This means that it will apply Ind AS 116 to all

contracts entered into before April 1, 2019 and identified as leases in accordance with Ind AS 17.

Application of above standards are not expected to have any significant impact on the company's financial statements.


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Note 7 : Intangible asset

(Rs. In lacs)

Particulars Building

Gross carrying value

As at April 1, 2017 199.90

Additions -

Deductions -

Pursuant to composite scheme of arrangement (refer note 35) (199.90)

As at March 31, 2018 -

As at April 1, 2018 -

Additions -

Deductions -


Accumulated amortisation

As at April 1, 2017 133.20

Amortisation for the year -

Deductions -

Pursuant to composite scheme of arrangement (refer note 35) (133.20)


As at April 1, 2018 -

Amortisation for the year -

Deductions -


Net carrying value



Note 8 : Investments

(Rs. In lacs)

ParticularsAs at

March 31, 2019

As at

March 31, 2018

Non-current investments

Investments at fair value through profit or loss (FVTPL) [refer note below]

In equity shares, unquoted

Claris Lifesciences de Mexico SA de CV (Refer Note b below) - -

Nil (PY : 50) Ordinary Shares of Mexican Pesos 1000 each fully paid-up

Total Non-current investments - -

- Aggregate value of quoted investments and market value thereof - -

- Aggregate value of Unquoted investments - -

- Aggregate amount of impairment in value of investments - -

Note 9 : Trade receivables

(Rs. In lacs)

ParticularsAs at

March 31, 2019

As at

March 31, 2018

Unsecured and current

Trade receivables - considered good 62.68 58.10

Trade receivables which have significant increase in credit risk 3,279.52 3,129.59

Less: allowance for doubtful receivables (3,279.52) (3,129.59)

62.68 58.10

Note a : Cost of Investment in ordinary shares of Claris Lifesciences de Mexico SA de CV is Rs.2 lacs as at March 31, 2018 and is classified as financials assets

at fair value through profit or loss. Loss of Rs.2 lacs on fair valuation of investment is recognised in statement of profit and loss for the year ended March 31,

2018.

Note b : Fair value of unquoted investment in equity instrument have been estimated using judgment based on unobservable inputs. The probabilities of the

various estimates within the range can be reasonably assessed and are used in management’s estimate of fair value for these unquoted equity investment.




Summary of Movement in allowance for doubtful trade receivables

(Rs. In lacs)

Particulars

For the year ended

March 31, 2019

For the year ended

March 31, 2018

Balance at the beginning of the year 3,129.59 5,720.32

Movement during the year (including Rs.- 2,246.03 lacs in discontinued operation) 149.92 (1,823.16)

Impact of foreign currency fluctuation - (21.07)

Less : Write off of bad debts - (746.50)

Balance at the end of the year 3,279.51 3,129.59

Note 10 : Cash and cash equivalent and Other bank balance

(Rs. In lacs)

ParticularsAs at

March 31, 2019

As at

March 31, 2018

Cash and cash equivalent

Balance with bank

In current accounts 27.43 6.88

27.43 6.88

Other bank balance

Deposits given as margin money 30.56 23.93

Unpaid dividend - 0.17

Unclaimed share application money lying in escrow account 7.82 7.50

38.38 31.60

65.81 38.48

Note 11 : Other financial assets

(Rs. In lacs)

Particulars



Interest accrued - 0.27 - 0.92

Other accrued income - 341.68 - 130.70

- 341.95 - 131.62

Note 12 : Other assets

(Rs. In lacs)

Particulars



Advance to suppliers - 0.83 - 0.91

Balance with Government authorities - 111.15 - 325.98

- 111.98 - 326.89

Note 13 : Equity share capital

(Rs. In lacs)

ParticularsAs at

March 31, 2019

As at

March 31, 2018

Authorised

120,510,000 equity Shares of Rs. 10 each 12,051.00 12,051.00

Issued, subscribed, & paid up

54,567,765 (March 31, 2018: 54,567,765) equity Shares of Rs. 10 each fully paid - up 5,456.78 5,456.78

5,456.78 5,456.78

Note : In line with International Supply Facilitation Agreement executed with Claris Otsuka Private Limited and Amended and Restated International Supply and

Marketing Agreement with Claris Injectables Limited, there being no liability and risk of pass through creditors with the company, the said Debtors and creditors

balances for pass through business has been shown as net-off.






(i) Reconciliation of number of equity shares outstanding at the beginning and at the end of the reporting year :

(Rs. In lacs)

Particulars

No. of shares Amount No. of shares Amount

Outstanding as at the beginning of the year 54,567,765 5,456.78 54,567,765 5,456.78

Issued during the year - - - -

Bought back during the year - - - -

Outstanding at the end of the year 54,567,765 5,456.78 54,567,765 5,456.78

(ii) Rights, preferences and restrictions attached to equity shares

(iii) Equity shares held by Holding Company

(Rs. In lacs)

ParticularsAs at

March 31, 2019

As at

March 31, 2018


% 74.82% 71.75%

(iv) Shareholders holding more than 5% of total equity shares

(Rs. In lacs)

ParticularsAs at

March 31, 2019

As at

March 31, 2018


% 74.82% 71.75%

Claris Holdings Private Limited Nos. 13,339,978 13,125,000

% 24.45% 24.05%

(v) Details of Buyback

Note 14 : Other equity

(Rs. In lacs)

ParticularsAs at

March 31, 2019

As at

March 31, 2018

Capital Redemption Reserve



- -

Security Premium



- -

General reserve



- -

Surplus in Statement of Profit and Loss

Balance as per last balance sheet (5,431.96) 56,610.76


Add : Net profit/(loss) for the period (749.07) 1,699.72

Less : Appropriations

Dividend [Rs.Nil per share (Previous period :Rs.2 per share)] - (1,091.36)

Income tax effect - (222.17)

(6,181.03) (5,431.96)


The Company has only one class of equity shares having a face value of Rs.10 per share. Each shareholder is eligible for one vote per equity share held. In the

event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all the preferential amounts, in the

proportion of their shareholding.

During the period ended on March 31, 2015, the company had bought back 92,50,000 equity shares of the face value of Rs. 10 each (representing 14.49 % of the

total equity share capital of the Company) at the price of Rs.250 per equity share aggregating to Rs.23,125 Lacs which is less than 25% of the aggregate of equity

share capital and free reserves of the Company as per audited financial statements of the Company for the financial year ended December 31, 2012 through

“Tender Offer” route as prescribed under the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 1998.




(Rs. In lacs)

ParticularsAs at

March 31, 2019

As at

March 31, 2018


Net gain / (loss) on instruments carried at fair value through OCI

Balance as per last balance sheet - 43.39


- -

Foreign exchange translation differences

Balance as per last balance sheet 45.62 52.35

Add / (Less) :


Net gain/(loss) for the year/period 41.04 5.51

86.66 45.62

(6,094.36) (5,386.34)

Note 15 : Trade payable

(Rs. In lacs)

ParticularsAs at

March 31, 2019

As at

March 31, 2018

Due to micro enterprises and small enterprises (refer note below) - -

Due to others 24.56 192.04

24.56 192.04

Note 16 : Other financial liabilities

(Rs. In lacs)

Particulars


Unpaid dividend (refer note below) - 7.82 - 7.50

Unclaimed share application money - - - 0.17

Payable to related parties (refer note 24) - 2,763.30 - 1,993.01

Other financial liabilities - 12.79 - 3.00

- 2,783.91 - 2,003.68

Note 17 : Other liabilities

(Rs. In lacs)

Particulars


Advance from customers - - - 135.47

Payable to statutory authorities - 2.38 - 1.11

- 2.38 - 136.58

Capital Redemption Reserve: The Company has recognised Capital Redemption Reserve on buyback of equity shares from its retained earnings. The amount of

capital redemption reserve is equal to nominal amount of the equity shares bought back.

Nature and purpose of reserves

Security premium: The amount received in excess of face value of the equity shares, in relation to issuance of equity, is recognised in security premium.

General reserve: The Company has transferred a portion of net profit of the company before declaring dividend to general reserve pursuant to the earlier

provisions of the Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.

Net gain / (loss) on FVOCI debt instruments: This represents cumulative gain and losses arising on the revaluation of debt instruments measured at fair value

through other comprehensive income that has been recognised in other comprehensive income, net of amount reclassified to profit or loss when such debt

instruments are disposed off and impairment losses on such instruments.

Note : There are no micro enterprises and small enterprises, to whom the Company owes dues (including interest on outstanding dues) which are outstanding as

at the Balance Sheet date. The above information has been determined to the extent such parties have been identified on the basis of information available with

the group.


Note : There is no amount due and outstanding as at the Balance Sheet date to be credited to Investor Education and Protection Fund.





Note 18 : Other income

(Rs. In lacs)

Particulars

For the year ended

March 31, 2019

For the year ended

March 31, 2018

Interest income

Interest on investment in fixed deposits with banks 6.48 0.92

Interest on others 34.46 -

Gain on sale of property, plant and equipment - 725.52

Surplus on recovery of power & fuel charges - 40.79

Sundry balance written back - 126.41

Sale of solar power - 235.27

Income from renewable energy certificates - 238.94

Liability / provision no longer required written back 135.32 -

Export benefit income 576.18 -

Miscellaneous income 10.17 23.93

762.61 1,391.78

Note 19 : Depreciation and amortisation expense

(Rs. In lacs)

Particulars

For the year ended

March 31, 2019

For the year ended

March 31, 2018

Depreciation on property, plant and equipment - 10.31

- 10.31

Note 20 : Other expenses

(Rs. In lacs)

Particulars

For the year ended

March 31, 2019

For the year ended

March 31, 2018

Power & electricity expenses 3.70 -

Traveling expenses 842.01 962.39

Stationery & printing 7.04 -

Communication 9.94 -

Rates and taxes 8.02 0.25

Bad debts written off - 746.50

Less: Provisions for doubtful debts utilised - (746.50)

Provision for doubtful debts, advances and receivables 149.92 422.94

Loss on account of exchange variation (net) 47.36 6.62

Loss on fair valuation and sale of investment - 15.86

Legal , professional & consultancy fees 45.51 195.91

Loss on sale of property, plant and equipment - -

Donations 46.80 12.00

Expenditure on corporate social responsibility 59.68 83.91

Payment to auditors 11.69 19.05

General charges 15.31 74.87

1,246.98 1,793.80




Note 21 : Discontinued operations

Result of discontinued operations

(Rs. In lacs)

Particulars

For the year ended

March 31, 2019

For the year ended

March 31, 2018

Revenues - 4,628.64

Operating expenses - (1,378.82)

Profit before share in loss of associate and tax from discontinued operations - 3,249.82

Share in loss of associate - -


Tax expenses - 1,110.18


Profit for the year from discontinued operations attributable to :

Owners of the company - 2,283.19


Earnings per equity share of Rs.10 each (basic and diluted) - 4.18

Weighted average number of equity shares of Rs.10 each used for calculation of basic and diluted 54,567,765 54,567,765

earnings per share

Net cash generated from discontinued operations

(Rs. In lacs)

Particulars

For the year ended

March 31, 2019

For the year ended

March 31, 2018

Cash flow from

Operating activities - 2,139.64

Investing activities - -

Financing activities - -

Net Cash flow - 2,139.64

(2) Transfer of Injectables business:

During the year 2016-17, the Company entered into an agreement, with the Baxter Group to transfer, through one or more transactions involving the transfer of

ownership of the subsidiary(ies), its 'Injectables Business' carried on by the Company in India and overseas, through its subsidiary Claris Injectables Limited and

other identified indirect subsidiaries of the Company. After signing of the share purchase agreement, the said transaction was approved by the shareholders of the

Company on February 17, 2017. Further, Pursuant to composite scheme of arrangement (Refer Note 35), ownership in the form of investment in subsidiary(ies),

Claris Injectables Limited and other identified indirect subsidiaries of the Company is transferred to Altheon Enterprises Limited with effect from appointed date

April 1, 2017. Considering the agreement with the Baxter Group and composite scheme of arrangement, Company has classified its operation pertaining to

'Injectable Business' as discontinued operation for the year ended March 31, 2018 in line with Ind AS 105.

(3) Disposal of Infusion Business:

Pursuant to composite scheme of arrangement, ownership in the form of Investment in associate company, Otsuka Pharmaceuticals India Private Limited

(Formerly known as Claris Otsuka Private Limited), is transferred to Altheon Enterprises Limited with effect from appointed date April 1, 2017 (Refer Note 35).

On May 8, 2017, definitive agreement has been signed with Otsuka Pharmaceutical Factory Inc (Japan) ("Otsuka") to sale its 20% stake in Associate company,

Otsuka Pharmaceuticals India Private Limited (Formerly known as Claris Otsuka Private Limited). Considering the composite scheme of arrangement and

definitive agreement, Company has classified its operation pertaining to 'Infusion' Business' as discontinued operation for the year ended March 31, 2018 in line

with Ind AS 105.

(1) Loss of control of subsidiary company:

During the year, Group entered in to Quota purchase agreement dated December 28, 2017 whereby it has disposed of its investment in subsidiary company,

Claris Produtos Farmaceuticos do Brasil Ltda. Hence, in line with Ind AS 105, operation of this subsidiary company from April 1, 2017 to the date of disposal

were classified as discontinued operation for the year March 31, 2018.




Note 22 : Income taxes

The major components of tax expense for the year ended March 31, 2019 and March 31, 2018 are :

(Rs. In lacs)

Particulars

For the year ended

March 31, 2019

For the year ended

March 31, 2018

Statement of Profit and Loss (including discontinued operation0

Current tax

Current income tax - -

Adjustment of tax relating to earlier periods - 449.77

Deferred tax

Deferred tax expense 264.70 831.55

264.70 1,281.32


Income Tax as per statement of profit and loss 264.70 1,281.32

Reconciliation of tax expense and the accounting profit

(Rs. In lacs)

Particulars

For the year ended

March 31, 2019

For the year ended

March 31, 2018

Accounting profit/(loss) before tax from continuing operations (484.37) (412.33)

Accounting profit/(loss) before tax from discontinuing operations - 3,249.82

(484.37) 2,837.49

Tax @ 26% (March 31, 2016: 34.608%) (125.94) 982.00

Adjustment

Expenses not allowed as deduction 32.04 52.09

Impact of change in tax rate 303.68 -

Deferred tax not recognised considering probable uncertainty of future taxable capital profit 54.92 136.34

Profit / (Loss) covered under higher and lower tax rate - (338.88)

Impact of current tax of earlier years - 449.77

-

Tax expense recognised in statement of profit & loss 264.70 1,281.32

Tax expense of continuing operations 264.70 171.14

Tax expense of discontinued operations - 1,110.18

Tax expense / (benefit) 264.70 1,281.32

Movement in deferred tax assets and liabilities

For the year ended on March 31, 2019 (Rs. In lacs)

ParticularsAs at April 1,

2018

Credit/(charge)

in the Statement

of Profit and

Loss

Credit/(charge) in

Other

Comprehensive

Income

As at March 31,

2019

Deferred tax assets

Allowance for doubtful debt 1,220.91 (264.70) - 956.21

1,220.91 (264.70) - 956.21




For the year ended on March 31, 2018 (Rs. In lacs)

Particulars As at April 1, 2017

Pursuant to

Composite

scheme of

arrangement

(Refer Note 35)

Credit/(charge)

in the Statement

of Profit and

Loss

Credit/(charge) in

Other

Comprehensive

Income

As at March 31,

2018

Deferred tax assets

Accelerated depreciation for tax purposes (6,640.69) 6,582.93 57.76 - -

Allowance for doubtful debt 2,563.87 (517.00) (825.95) - 1,220.91

Expenditure allowable on payment basis 610.52 (610.52) - - -

3,262.53 (3,199.17) (63.36) - -

Fair valuation of financial instruments (104.96) 104.96 - - -

Unrealised gain / loss on intra group transactions 2,801.04 (2,801.04) - - -

Others 176.02 (176.02) - - -

2,668.33 (615.87) (831.55) - 1,220.91

Deferred tax liabilities

Undistributed profit of associate (1,852.56) 1,852.56 - - -

(1,852.56) 1,852.56 - - -

Net deferred tax assets/(liabilities) 815.77 1,236.69 (831.55) - 1,220.91

Current tax assets (Rs. In lacs)

ParticularsAs at

March 31, 2019

As at

March 31, 2018

Non-current

Current tax assets 634.64 626.74

634.64 626.74

Note 23 : Employee benefits

Deferred tax asset of Rs.158.94 lacs (PY : Rs.138.45 lacs), Rs.190.05 lacs (PY: Rs.210.81 lacs) and Rs.47.95 lacs (PY : Rs.47.95 lacs) has not been recognised

on unused business losses and unused long term capital losses and unused tax credits under the tax laws respectively considering non-existence of probable

certainty of future taxable profit against which the unused tax losses can be utilised.

Pursuant to composite scheme of arrangement (refer note 35), opening balance of present value of defined benefit obligation as at April 1, 2017 has been

transferred as a part of demerged undertaking and hence, the group has no defined benefit obligation as at March 31, 2019 and as at March 31, 2018

Unused tax losses & unused tax credit available

for offsetting against future income




Note 24 : Related party transactions

(I) Particulars of related parties and nature of relationships

Name of the Related Parties

A. Holding company B. Subsidiaries

Altheon Enterprises Limited (from April 1, 2017) PT Claris Lifesciences Indonesia

Claris Lifesciences Venezuela C.A.

Claris Lifesciences Cia Chile Limitada (up to August 13, 2018)

Claris Produtos Farmaceuticos Do Brasil Limitada (up to January 8, 2018)

C. Fellow subsidiaries (from on or after April 1, 2017)

Claris Capital Limited Claris Injectables Limited (up to July 26, 2017)

Claris Holding Private Limited Claris Pharmaservices (up to July 26, 2017)

Catalys Venture Cap Limited Claris Lifesciences Philippines Inc. (up to July 26, 2017)

Claris Middle East FZ LLC Claris Lifesciences (UK) Limited (up to July 26, 2017)

Claris SteriOne Claris Lifesciences (Aust) Pty. Limited (up to July 26, 2017)

Zera Enterprises Limited (from November 2, 2018) Claris Lifesciences Inc. (up to July 26, 2017)

Claris Lifesciences Colombia Ltds ELDA International DMCC (up to July 26, 2017)

Dorizoe Lifesciences Inc Abellon EPC & Technologies Limited (up to March 31, 2018)

Dorizoe Lifesciences LLC Abellon Power Limited (up to March 31, 2018)

Abellon CleanEnergy Limited Poornakumbha Gramin Development Foundation (up to March 31, 2018)

Abellon Co-Gen Limited Abellon Solarenergy Limited (up to March 31, 2018)

Gandhinagar Wastefuel Limited Abellon Eco Equipments Limited (up to March 31, 2018)

Goodwatts Solar Modasa Private Limited Wastefuels Limited (up to March 31, 2018)

Goodwatts WTE Ahmedabad Private Limited Ashlar Holding B. V. (up to March 31, 2018)

Goodwatts WTE Vadodara Private Limited Abellon Energy Italy SRL (up to March 31, 2018)

Goodwatts WTE Surat Private Limited Abellon Energy Inc. (up to August 27, 2018)

Goodwatts WTE Botad Private Limited Cygnus Laboratories Limited (up to March 31, 2018)

Goodwatts WTE Jamnagar Private Limited Xcelris Labs Limited (up to March 31, 2018)

Goodwatts WTE Rajkot Private Limited Abellon Energy Inc., Canada (up to March 31, 2018)

Goodwatts Solar Modasa 2 MW Private Limited Claris Lifesciences De Mexico SA de CV (up to March 19, 2019)

Vadodara Wastefuel Private Limited (from September 20, 2018)

Jamnagar Wastefuel Private Limited (from December 14, 2018)

Junagadh Power Projects Private Limited (from January 9, 2019)

Abellon Cleanenergy Ghana Limited

D. Fellow associate company

Otsuka Pharmaceutical India Private Limited (up to September 21, 2017) (formerly known as Claris Otsuka Private Limited)

Abellon Bambooworks Limited (up to March 31, 2018)

E. Companies over which key management personnel and their relatives are able to exercise significant influence

Abellon EPC & Technologies Limited (From April 1, 2018) Orbitol Investment Private Limited

Abellon Power Limited (From April 1, 2018) Poiesis Education Foundation

Poornakumbha Gramin Development Foundation (From April 1, 2018) Redbricks Education Foundation

Abellon Solarenergy Limited (From April 1, 2018) India Renal Foundation

Abellon Eco Equipments Limited (From April 1, 2018) Shuddhi Foundation

Wastefuels Limited (From April 1, 2018) Major Metfeb and Equipment Private Limited

Ashlar Holding B. V. (From April 1, 2018) Prarabdh Financials Private Limited

Abellon Energy Italy SRL (From April 1, 2018) Xcellon Education Limited

Cygnus Laboratories Limited (From April 1, 2018) Levana Financial Services Private Limited

Xcelris Labs Limited (From April 1, 2018) Goodwork Consulting LLP

Abellon Agrisciences Limited Eldoro Infratech LLP (From April 1, 2017)

Abellon Properties Private Limited Flourish Purefoods Private Limited

Zivene Design and Development Private Limited (up to March 31, 2018) Flourish Foodproducts Pvt. Ltd.

F. Key Management Personnel

Executive directors Non executive directors

Mr. Arjun Handa Mr. Surrinder Lal Kapur

Mr. Chandrasingh S. Purohit Mr. Aditya S. Handa

Mr. Shyam Sharma (from May 20, 2017 and up to March 25, 2019) Mr. Anup P. Shah

Mr. Shyam Sharma (from March 25, 2019)

Company secretary Mr. T. V. Ananthanarayanan (up to March 31, 2019)

Mr. Kirit H. Kanjaria Ms. Milina Bose (up to March 25, 2019)

Mr. Amish Vyas (up to August 11, 2017)

Mr. Chetan S. Majmudar (up to May 20, 2017)

G. Relatives of key management personnel

Mrs. Krishna A. Handa Mr.Sushilkumar Handa

Mrs. Renita Handa Mrs. Beena Handa




(II) Related party transactions and balance

Terms and conditions of transactions with related parties

(Rs. In lacs)

a) Transactions during the yearFor the year ended

March 31, 2019

For the year ended

March 31, 2018

Sales and other operating income

(i) Sales

To fellow subsidiary company

Claris Lifesciences Philippines Inc. - 587.97

(ii) Other operating income / Other income

Through fellow subsidiary company


Purchase of stock in trade

From fellow subsidiary company


From fellow associate company

Otsuka Pharmaceuticals India Private Limited (Formerly known as Claris Otsuka Private Limited) - (11.54)

Sale of property, plant and equipment


Claris Capital Limited - 945.00

Sale of investment


Catalys Venture Cap Limited - 59.85

Sitting fees paid

To non-executive directors 7.40 19.60

Advances received / adjusted during the period


Altheon Enterprises Limited - 1,993.01

Advances return / adjusted during the period

To holding company

Altheon Enterprises Limited 770.29 -

Donation given

To Company in which key management personnel or their relatives are able to exercise significant influence

India Renal Foundation 8.18 3.55

Shuddhi Foundation Trust 45.00 10.00

(Rs. In lacs)

b) Balances at the end of the yearAs at

March 31, 2019

As at

March 31, 2018

Advances received outstanding


Altheon Enterprises Limited 2,763.30 1,993.01

Outstanding payables

To key management personnel 0.27 -

(III) Loans and advances

The sales to and purchases from related parties are made on terms equivalent to those that prevail in an arm’s length transactions. Assessment is undertaken each

financial year through examining the financial position of the related party and the market in which the related party operates.

The Group has not given any Loans and Advances in the nature of loan to Companies over which Key Management Personnel and their relatives are able to

exercise significant influence.




Note 25 : Description of the Group

(Rs. In lacs)

Particulars

Subsidiary Companies

PT. Claris Lifesciences Indonesia Indonesia 100 100

Claris Lifesciences Venezuela C. A. Venezuela 100 100

Claris Lifesciences & Cia. Chile Limitada* Chile 100 100

Claris Produtos Farmaceuticos do Brazil Ltda.** Brazil - -

* Claris Lifesciences & Cia. Chile Limitada has been liquidated w.e.f. August 31, 2018.

** Claris Produtos Farmaceuticos do Brazil Ltda. is a subsidiary company till December 28, 2017 where company's holding is 58.27%.

Note 26 : Segment information

Primary operating segment

Information about geographical areas (Rs. In lacs)

Particulars

Segment Revenue (including discontinued operations)

India - -

Outside India 893.43 893.43

Non-current assets (including discontinued operations)*

India - -

Outside India - -

* Non-current assets excludes financial assets, deferred tax assets and non-current tax assets.

Note 27 : Financial assets and Financial liabilities

Financial assets by category (Rs. In lacs)

Particulars

Financial assets at amortised cost

Trade receivables 58.10 58.10

Cash & cash equivalents (including other bank balances) 38.47 38.48

Other financial assets 131.62 131.62

228.19 228.20

Financial assets at fair value through other comprehensive income (FVOCI) - -

Financial assets at fair value through profit or loss (FVTPL) - -

228.19 228.20

Financial liabilities by category (Rs. In lacs)

Particulars

Financial liabilities at amortised cost

Trade payables 24.56 192.04

Other financial liabilities

- Unpaid dividend 7.82 7.50

- Unclaimed share application money - 0.17

- Payable to related parties 2,763.30 1,993.01

- Other financial liabilities 12.79 3.00

2,808.47 2,195.72

Financial liabilities at fair value through profit or loss - -

2,808.47 2,195.72

% of Holding either directly/

indirectly or through subsidiary

as at March 31, 2018

% of Holding either directly/

indirectly or through subsidiary

as at March 31, 2019

Country of Incorporation

The operating segment of the company is identified to be "Drug & Pharmaceuticals", as the Chief Operating Decision Maker reviews business performance at an overall

company level as one segment and hence, does not have any additional disclosures to be made under Ind AS 108 Operating Segments.

For the year ended March 31,

2018


2019






Note 28 : Fair value

1 Carrying value and fair value

2 Quantitative disclosures fair value measurement hierarchy for assets

Quantitative disclosures fair value measurement hierarchy for assets as at March 31, 2018 (Valuation date - March 31, 2018) (Rs. In lacs)

Particulars

Total

Assets measured at fair value

Equity shares-Unquoted* 2.00 - - 2.00

* Fair value of this investment in equity shares is Nil.

Note 29 : Financial risk management

Market Risk

Interest rate risk

Foreign currency risk

Other market risks

Credit Risk

Trade receivables

Cash deposits

Fair value measurement using

The management assessed that cash and cash equivalents, trade receivables, loans - current, other financial assets, trade payables and other financial liabilities approximate

their carrying amounts largely due to the short-term maturities of these instruments.

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types

of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk include investments, trade receivables,

trade payables, loans and borrowings.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As at March 31, 2019,

Group has neither long term debt obligation nor long term investments and loans with floating interest rate and hence, it is not exposed to the risk of changes in market

interest rates.

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. As at March 31, 2019,

Group does not have any payable or receivable balances in foreign currency and hence, it is not exposed to the risk of changes in foreign exchange rates.

The Group is exposed to market risk, credit risk and liquidity risk. The Group’s senior management oversees the management of these risks. The Group’s senior

management ensures that financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in

accordance with the Group’s policies and risk objectives. It is the Group’s policy that no trading in financial instruments for speculative purposes may be undertaken.

Quoted prices in active

markets (Level 1)

Significant observable inputs

(Level 2)

Significant unobservable inputs

(Level 3)

The Group’s principal financial liabilities comprise of trade payables and other financial liabilities. The Group’s principal financial assets include investments, loans, cash

and cash equivalents, trade receivables and other financial assets.

The Group's investments in equity shares is not material and hence, equity price risk is assessed by the Company at low level.

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to

credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks.

Customer credit risk is managed by the Group’s internal policies, procedures and control relating to customer credit risk management. Outstanding customer receivables

are regularly monitored. Trade receivables are non-interest bearing and are generally on 14 days to 90 days credit term. Credit limits are established for all customers based

on internal assessment of credit risk involved.

Credit risk from balances with banks and financial institutions is managed by the Group’s treasury department in accordance with the Group’s policy. Investments of

surplus funds are made only with approved counterparties who meet the minimum threshold requirements under the counterparty risk assessment process. The Group

monitors the ratings, credit spreads and financial strength of its counterparties. Based on its on-going assessment of counterparty risk, the group adjusts its exposure to

various counterparties.




Liquidity Risk

(Rs. In lacs)

Particulars On demandLess than 3

months3 to 12 months 1 to 5 years Total



Other financial liabilities 2,771.12 12.79 - - 2,783.91



Other financial liabilities 7.67 3.00 1,993.01 - 2,003.68

Note 30 : Capital Management

Note 31 : Contingent liabilities & Commitment

(i) Contingent liabilities (Rs. In lacs)

ParticularsAs at

March 31, 2019

As at

March 31, 2018

a. Claim against the company not acknowledge as debts 2,004.67 1,954.13

b. Disputed demand under :

(i) Income Tax 335.25 335.25

(ii)Sales Tax 47.71 48.12

(iii)Excise Duty 14.87 14.87

c. Contractual obligation for reimbursement of disputed tax demand 837.26 895.38

d. Bank guarantees 30.56 23.93

(ii) Commitments & Obligations

Note 32 : Earnings per share

(Rs. In lacs except earnings per share)

Particulars

Basic & Diluted EPS

Computation of Profit (Numerator)

(i) Net Profit for the year from continuing operations (749.07) (583.47)

(ii) Net Profit for the year from discontinued operations - 2,283.19

(iii) Net Profit for the year from continuing & discontinued operations (749.07) 1,699.72

Weighted Average Number of Shares (Denominator) Nos. Nos.

Weighted average number of Equity shares of Rs.10 each used for calculation of basic and 54,567,765.00 54,567,765.00

diluted earnings per share

Basic & Diluted EPS (in Rs.)

(i) Continuing operations (1.37) (1.07)

(ii) Discontinued operations - 4.18

(iii) Continuing and Discontinued operations (1.37) 3.11

The Group monitors its risk of shortage of funds through using a liquidity planning tool that encompasses an analysis of projected cash inflow and outflow.

The table below summarises the maturity profile of the Group's financial liabilities (including future interest payable) based on contractual undiscounted payments.

The capital structure of the Company consists of equity, debt, cash and cash equivalents. The Company's objective for capital management is to maintain the capital

structure which will support the Company's Strategy to maximize shareholder's value, safeguarding the business continuity and help in supporting the growth of the

Company.


2019


2018

The Group’s objective is to maintain a balance between continuity of funding and flexibility largely through cashflow generation from its operating activities and the use of

bank loans. The Group assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Group has access to a sufficient variety of

sources of funding.

The company does not have any capital commitment and other commitment as at March 31, 2019 and as at march 31, 2018.




Note 33 : Dividend on Equity Shares

(Rs. In lacs)

Particulars

Dividend declared and paid during the year

Final dividend of Rs. Nil per share for FY2017-18 including tax on dividend(Rs. 2 per share : FY 2016-17) - 1,313.53

Note 34 : Payment to auditors

(Rs. In lacs)

Particulars

For Statutory audit fees 2.72 2.00

For Tax matters 8.26 11.05

For Certification and other services 0.71 6.00

Total 11.69 19.05

Note 35 : Composite scheme of arrangement


2018


2019

Details of payment to auditors are as follows:

The Board of Directors of the Company in its meeting held on July 2, 2018 approved a composite scheme of Arrangement among the Company, Altheon Enterprises

Limited, Abellon Cleanenergy Limited, Abellon Energy Limited, Athanas Enterprise Private Limited, Claris Capital Limited, Claris Infrastructure Limited, Dorizoe

Lifesciences Limited, iCubix Infotech Limited, Ogen Nutrition Limited, Pinetops Enterprise Private Limited, Zivene Design and Development Private Limited and their

respective shareholders and creditors ("the Scheme") pursuant to the provisions of Section 230 to 232 of the Companies Act, 2013. Pursuant to the Scheme, Treasury and

Investment Undertaking and Trading undertaking of the Company are transferred to Altheon Enterprises Limited ("Resulting company") along with all assets, liabilities

and employees relating to the demerged undertaking on a going concern basis w.e.f April 1, 2017 (appointed date).

Against the above transfer of division, the scheme provided for

- issue of 577,694 no. of Optionally convertible preference shares of Rs.1 each fully paid up at premium of Rs.397 per share of Resulting Company to the resident

shareholders of the Company on record date and

- issue of 18,289 no. of Compulsory convertible preference shares of Rs.1 each fully paid up at a premium of Rs.397 per share of Resulting Company to the non-resident

shareholders of the Company on record date.

* No. of shares to be issued as a purchase consideration are as per the Resident shareholders & Non-resident shareholders listed in latest shareholding pattern available.

The Scheme defined following accounting treatment for recording this transaction with resulting company in the books of the Company:

(a) The company shall reduce the carrying value of assets and liabilities pertaining to the Treasury & Investment Undertaking and Trading Undertaking, transferred to and

vested in the Resulting company from the carrying value of assets and liabilities as appearing in its books of accounts.

(b) The difference between the carrying value of assets over the carrying value of liabilities of the Treasury & Investment Undertaking and Trading Undertaking shall be

adjusted first against Capital Redemption Reserve, then against General Reserve, then against Securities Premium and the balance shall be adjusted against Retained

Earnings.

The Scheme is approved by National Company Law Tribunal (NCLT), Ahmedabad Bench vide its order dated October 29, 2018 and the scheme became effective on filing

of the said order with the Registrar of Companies on November 1, 2018. The Company has incorporated the accounting effects in its books of accounts for the year ended

March 31, 2018 as per the accounting treatment prescribed in the Scheme.

The Board of Directors of the Company has recommended not recommended a final dividend for the year ended Mrch 31, 2019 and March 31, 2018.


2019


2018

* Net of tax amount for the year ended March 31, 2019 is Rs.9.60 lacs.




(Rs. In lacs)

Particulars Amount

Assets

Property, plant and equipment (including capital-work-progress) 5,599.87

Intangible assets (including Goodwill on consolidation) 69.90

Investments 29,125.87

Deferred tax assets (net) 413.64

Trade receivables 71.80

Cash and cash equivalents (including other bank balance) 2,499.60

Loans 951.41

Other financial assets 1,231.27

Current tax assets (net) 638.16

Other current assets 3,482.12

Assets classified as held for sale 131,522.06

Total Assets [A] 175,605.70

Liabilities

Borrowings 1,658.35

Deferred tax liabilities (net) 1,852.56

Trade payables 808.94

Provisions 736.49

Other financial liabilities 957.11

Other current liabilities (including liability pertaining to non-controlling interest Rs.75.71 lacs) 178.79

Current tax liabilities (net) 35.61

Liabilities associated with assets classified as held for sale 67,215.71

Total Liabilities [B] 73,443.56

Net assets transferred (Difference between carrying value of assets and carrying value of liabilities [A-B] 102,162.14

Value of net assets is adjusted with other equity in following order in accordance with the scheme:

(Rs. In lacs)

ParticularsAmount

adjusted

Capital Redemption Reserve 1,425.00

General Reserve 5,172.70

Securities Premium 33,232.62

Surplus in the Statement of Profit and Loss 62,428.91

Other comprehensive income 55.62

Non-controlling interest (152.71)

102,162.14

Note 36 : The composite scheme of arrangements referred to in Note no.35 above states that the effects of the scheme shall be given in the accounts for the financial year

ended on March 31, 2018, which has been approved by the hon’ble National Company Law Tribunal, Ahmedabad Bench in its order. The Board of Directors of the

company in consultation with specialists/experts have concluded that this accounting treatment is proper and has been accordingly given effect by applying Accounting

standards as notified under Section 133 of the Companies act, 2013 and the Companies (Accounting Standards) Rules, 2006 as amended.

The details of carrying value of assets and liabilities transferred to Resulting company in accordance with the Scheme are as follows:


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FRN : 113742W (DIN: 00159413) (DIN: 00199651)







Note 38 : The Group has been incurring losses and has accumulated losses of Rs.6,181.03 lacs as at March 31, 2019 and its net worth has been fully eroded. However,

based on future business plans, the management is confident of funding its operating and capital expenditure and continue business operations in the foreseeable future.

Accordingly, the financial statements have been prepared on a going concern basis.

Note 39 : Previous period's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.


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Notes


ATTENDANCE SLIP Only Members or the Proxies will be allowed to attend the meeting


Registered Office : Claris Corporate Headquarters, Nr. Parimal Railway Crossing, Ellisbridge, Ahmedabad-380006, India. Tel: +91-79-26563331, 66309339 Fax: +91-79-26408053 Website: www.clarislifesciences.com

CIN: U85110GJ1994PLC022543

Regd. Folio / DP ID Client ID *

Name and Address of the Member

No. of Shares held

Name of the Proxy

* Applicable for Members holding shares in dematerialized form. I/We hereby record my/our presence at the Twenty Fourth Annual General Meeting of CLARIS LIFESCIENCES LIMITED (“the Company”) held on Tuesday, September 17, 2019 at 11:30 AM at Claris Corporate Headquarters, Near Parimal Railway Crossing, Ellisbridge, Ahmedabad – 380 006, Gujarat and/or any adjournment thereof. …………………………………………………….. Signature of Member(s)/ Proxy Note: 1. Member(s) attending the meeting in person or through proxy are requested to complete the Attendance Slip and hand it over at the

attendance verification counter at the entrance of Meeting hall. 2. Bodies Corporate, whether a company or not, who are members, may attend through their authorized representatives appointed under

Section 113 of the Companies Act, 2013. A copy of authorization should be deposited with the Company. 3. Member(s)/Proxy should bring his/her copy of the Annual Report for reference at the meeting. ____________________________________________________________________________________________________________________

Remote E-Voting Information

The electronic voting particulars are set out below:

EVSN (E-Voting Sequence Number) *Default Sequence Number

190816025

* Members who have not updated their PAN with the Company/ Depository Participant shall use Default Sequence Number in the PAN field. Other Members should use their PAN. Please refer Notice for instructions on remote e -voting. Remote e-voting facility is available during the following voting period

Commencement of e-voting

End of e-voting

Friday, September 13, 2019 (10:00 AM)

Monday, September 16, 2019 (05:00 PM)




PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]


Registered Office : Claris Corporate Headquarters, Nr. Parimal Railway Crossing, Ellisbridge, Ahmedabad-380006, India. Tel: +91-79-26563331, 66309339 Fax: +91-79-26408053 Website: www.clarislifesciences.com

CIN: U85110GJ1994PLC022543

Name of the Member(s) Registered Address Email ID Folio No. / Client ID DP ID.

I/We, being the Member(s) of _____________________________________, shares of the above named company, hereby appoint 1. Name:_________________________________________________________________________________________________ Address:_________________________________________________________________________________________________ Email ID:______________________________________Signature:___________________________________, or failing him/her 2. Name:_________________________________________________________________________________________________ Address:_________________________________________________________________________________________________ Email ID:______________________________________Signature:___________________________________, or failing him/her 3. Name:_________________________________________________________________________________________________ Address:_________________________________________________________________________________________________ Email ID:______________________________________Signature:___________________________________, or failing him/her as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Twenty Fourth Annual General Meeting of CLARIS LIFESCIENCES LIMITED (“the Company”), to be held on Tuesday, September 17, 2019 at 11:30 AM at Claris Corporate Headquarters, Near Parimal Railway Crossing, Ellisbridge, Ahmedabad – 380 006, Gujarat and/or any adjournment thereof in respect of such resolutions as are indicated below: Resolution Nos. 1. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the

financial year ended March 31, 2019 comprising of the Balance Sheet as at March 31, 2019, Statement of Profit & Loss and Cash Flow Statement as on that date and the Explanatory Notes annexed to, and forming part of, any of the above documents together with the Report of the Board of Directors’ and Auditors’ thereon.

2. To appoint a Director in place of Mr. Aditya S. Handa (DIN: 00308513), who retires by rotation and being eligible, offers himself for re-appointment.

3. Re-appointment of Mr. Surrinder Lal Kapur (DIN: 00033312) as an Independent Director of the Company for another term of 5 (five) consecutive years.

4. Re-appointment of Dr. Anup P. Shah (DIN: 00293207) as an Independent Director of the Company for another term of 5 (five) consecutive years.

Signed this ___________________________day of_______________________2019. Signature of Member Affix

Revenue Stamp Signature of Proxy holder(s)

Notes: 1. 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 Twenty Fourth Annual General Meeting. 2. For the detailed Resolutions and Explanatory Statement, please refer to the Notice of the Twenty Fourth Annual General

Meeting.


Route Map to the Venue of the AGM


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U85110GJ1994PLC022543

www.clarislifesciences.com

Documents

2018 -19 - Claris Lifesciences Limited · 2019-08-30 · Ellisbridge, Ahmedabad - 380 006, India. Tel: +91-79-26563331, 66309339 . Fax: +91-79-26408053