Keva

August 18, 2020

To To The Manager The Manager The Department of Corporate Services The Listing Department BSE Limited National Stock Exchange of India Limited Floor 25, P. J. Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Mumbai — 400 001 Bandra (East), Mumbai — 400 051

Scrip Code: 539450 Scrip Symbol: SHK

Dear Sir/ Madam,

Sub: Submission of Annual Report for the financial year 2019-20

Pursuant to Regulation 34 (1) of the Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, we had filed Annual Report of S H Kelkar and Company Limited for the financial year 2019-20 with the stock exchanges on August 08, 2020. However, while attaching the file, the file comprising of incorrect version of AGM notice got uploaded.

We enclose herewith annual report file with correct version of AGM notice. We request you to take this version of Annual Report on record and ignore the earlier one. Inconvenience is deeply regretted.

Thanking you,

Yours faithfully,

For SH Kelkar and Company Limited

Deepti Chandratre Company Secretary & Compliance Officer

End: As above

SH Kelkar And Company Limited Gi Lal Bahadur Shashtri Marg, Mulund (West). Mumbai - 400 O80. Tel : +91 22 2167 7777 Regd, Office : Devkaran Mansion, 36, Mangaldas Road, Mumbai - 400 002. (INDIA) Phone : (022) 2206 96 O09 & 2201 91 30 / Fax : (022) 2208 12 04 WWW.KeV4.CO.IN CIN No. L74999MHIS55PL COO09594

corporate overview 03 Resurgent Future Resurgent Resilient Present Resilient S H Kelkar and Company Limited Company and S H Kelkar ReportAnnual 2019-20 corporate overview 0101 Dear Shareholders, ReportI present our Annual with the promise for FY 2019-20 in this challenging displayed have we that the resilience and a future that is resurgent us towards present will take filled with opportunities. Message from the Whole-time & Director the Message from CEO Group

Auditors' ReportAuditors' on Consolidated Statements Financial Statements Financial Consolidated ReportAuditors' on Standalone Statements Financial Statements Financial Standalone Notice Message from the Whole-time Director the Message from CEO & Group Management Discussion & Analysis ReportBoard's Report Governance on Corporate Business Responsibility Report

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79 86 20 06 54 70 158 166 228 Financial Statements Financial Statutory Reports Corporate Overview Corporate Contents To download or to read the read or to download To report please log on to online, www.keva.co.in

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2 1 corporate overview

03 88.3 Cr during during 88.3 Cr 2019-20 1,122.06 Cr, up up 1,122.06 Cr,

1,032.28 Cr. The The 1,032.28 Cr. Report Annual Annual 956.63 Cr to ` to 956.63 Cr 35.9 Cr as against ` 35.9 Cr 36.5 Cr. Profit after Tax, after the Tax, after the after Profit 36.5 Cr. 1,071.48 Cr for the year ended on 31 March ended on 31 March the year for 1,071.48 Cr ce performan 30 Cr loss in the last 10 days of March 2020. Our2020. March of days 10 last the in loss Cr 30 ` Financial Though impacted by the COVID-19 disruption, the year ended ended disruption, the year COVID-19 impacted the Though by Income of ` Total us a 2020, gave on 31 March ` 4.72% from by duringthe increased Expenses also Total However, 2019. ` from period, corresponding and machineries and manufacturingimpairment of plants costs along with other closure facilities in the Netherlands, in a one-time resulted in respect of the Netherlands facility, of ` expense exceptional of and including the share item exceptional abovementioned comprised in the purchase on assets (net of depreciation profit and SpA, Italy, & Fragrances Flavours paid) in Creative price ` was ventures other joint year. the previous material and the raw of ` 13.4 Cr the dividend payment Despite our net debt position is under review, crisis during the year ` 299 Cr. year line with the previous ` 299 Cr in at maintained efforts will bring rationalisation cost our recent that believe We while we line, the bottom and help us control expenses down territories and new new with our effortsto penetrate continue and flavours. of fragrances areas The lockdown imposed nationally towards the end of towards imposed nationally lockdown The causing an ourorders, executing us from FY 2019-20 prevented estimated the pandemic but we by interrupted undoubtedly was growth new avenues the next identifying phase by towards moving are of growth. We had our first sampling of an Ayurvedicfor a product of an first sampling had our We is There us. for a breakthrough which was major MNC client, and immunity-boosters ingredients in the natural huge scope exploring several are and we business after this contagion opportunities here. following became muted in fine fragrances growth While confident are impact,the pandemic and its economic we for demand to the increasing by catering this of offsetting and sanitisers, hand wash, including soaps, products, hygiene ready Our R&D pipeline was household cleaning products. sanitisers, and soaps for fragrances and ingredients with quicklywhich enabled us to partner sanitiser with several demand. the climbing tap into manufacturers to (South Asia, markets region in the SAMEA Key emerging business in us significant give to Middle continued Africa) East, as the domestic market in India a slowdown. 2019, even saw products and made FMCG beyond division went Our fragrance industrial applications. into inroads Our facilities were back at 70% to 100% production 100% capacity 70% to back at by Our facilities were the end of April 2020. Mumbai our headquarters revamped state- and built a We our This will enhance of-the-art flavours. laboratory for the entrywhere in a space credibility image and barriersare grow. make a huge effortto to have high and new entrants won already opportunities have and we great here are There names in the packaged major business from noteworthy food industry. and beverages

The seamless relocation of our operations from Barneveld, Barneveld, from operations of our seamless relocation The (India), in Maharashtra was Mahad, to in the Netherlands, expenses. of lowering a significant and led to concluded Our Mahad full capacity at facility by began operating operations, of commencing 2019, within one year December manufacturing, bulk chemical and it for which is exceptional the point 2020, right until February do so up to to continued made its impact. really when COVID-19 Across the Keva business divisions, we set up strategic business strategic set up we business divisions, the Keva Across costs, its own over full control with each SBU given units, development. & research for allocation and resource revenues, Besides making driven and more the divisions self-sufficient also makes this move independently, results produce to to respond to prepared and better agile more our Company increased The and future. every present business opportunity, lets everyits decision-making SBU take autonomy still closer is a global studio in Singapore the market. Our fabricto care strategy 3I-3C our will take that one of excellence, centre in investing to our commitment studio proves The forward. products. market-leading create to research we pockets, the market and growth scenario Assessing and the of our advantages on the consolidation focussed a than on new initiatives, of each vertical, rather streamlining prudent. consider we that move

Our measures to tighten the bottom line and increase operational operational line and increase the bottom tighten to Our measures efficiency following: include the ompany Limited ompany Message from the Whole-time CEO & Group Director the Message from S H Kelkar and C "With processing and packaging of FMCG becoming more becoming of FMCG and packaging processing "With their enhance to competing and companies advanced product of the dynamic remain at the centre we appeal, on our strong building industry, and flavours fragrances proposition, brand global reach, and established presence segments." in all the key 02 As we speak, there has been turbulence behind us and there there and speak, us behind turbulence been has we there As the to deliver we what But too. turmoilsome be us, of ahead may to human senses which appeal and flavours, fragrances are world unique olfactory create We and sound. than sight more even consumer of fast-moving a range for sales drive that experiences heart at Local our extremely and global in mindset, goods (FMCG). partner of working us in a unique position to places way agile Our as domestic companies. as well with major multi-nationals equally important are rich we us and legacy to and global growth optimally service to teams both sales and creative dedicated have the segments. new and and grows, exists economy long as the consumer As unique business opportunities opening up for continue would more becoming and packaging of FMCG processing With us. their product enhance to competing and companies advanced and of the dynamic fragrances the centre at remain we appeal, proposition, brand building on our strong industry, flavours in all the key segments. and established presence global reach, Indonesia) 3C - (India,3I the keep shall Italy, we Goingforward, of our operations. the centre at strategy (categories) a double-digit set for were we under review, During the year sudden impact the and the lockdown but for of COVID-19 growth, Our very order countries. other strong Indiaacross and many a 12% year- us to propelled have 2020 alone could March book for moving efficiencies cost after also achieved We growth. on-year each division India giving to and by Europe from some operations autonomy. more within Keva corporate overview 05 2019-20

for being there for for being there for - Report Annual Annual employees, employees, management, - usion oncl C Growth in the economy, with its resultant preference for for preference resultant with its in the economy, Growth is flavours, and natural trustworthy and fine fragrances brands If MNCs shift their sourcing Company. for our highly beneficial pandemic, the India to China following from chemicals FMCG of The opportunity. that seizing of forefront the at are we then fully under our coming now operations fragrance European and nimbly strategise to position has put us in a better control the also have We map if the market so requires. the route redraw of being in the birthplace unique advantage in a of Ayurveda, of the healing power to the world country has introduced that in briefs client many begun receiving already have We naturals. expect development rapid and we space the health and hygiene in this area. setting industry, of the global fragrance the centre is at Europe Flavours of 51% stake of Creative Acquisition the world. for trends headquartered Italian leading (CFF), SpA company Fragrances & in the fashion capital of Milan, up enormous has opened growth for segments opportunities and fabric care in the fine fragrances product markets of in the premium us access CFF has given Keva. us a head-start while also giving markets in the emerging Europe, to access from the greatly of benefiting confident are We of Asia. and expertise. centres development creative CFF’s knowledgeBased on traditional in and cutting-edgeresearch the with compete to fit products are state-of-the-artKeva’s labs, market. best in the international have You story in the Keva A new chapter opens in this new normal. cannot emphasise enough it all and we with us through been there support I take this opportunity much your how us. means to to thank each of our stakeholder groups business channel partners, and shareholders during enabled us, who have employees, A special thanks to Keva. services the essential maintain to crisis, the peak of the COVID-19 contribute helping us to operations, overall part are that of Keva’s India. a stronger to Vaze Kedar Whole-time CEO & Group Director but we have have but we - on outlook whether there will be a second wave or not wave will be a second whether there wth - e bat the on assing Gro COVID-19 response COVID-19 P The future of the fragrances and flavours industry as it and flavours is secure, of the fragrances future The an indispensable end-user industries will remain that to caters In India, have the pandemic may lives. part of global consumers’ in the short but hit jobs and spending power medium-term, to track. the countryin the long-term, will get back on the growth learnt much during this time and our keen focus on safety will on safety learnt much during this time and our keen focus way. out of harm’s keep our employees A major internal change in the Company was the transition the transition was in the Company change A major internal the position to Vaze Ramesh Mr. of our Managing Director 2019. September in Chairman Board the of Non-Executive of in taken on additional responsibilities I have Consequently, in the service years 50+ of Keva, With capacity as the CEO. my repository us an unparalleled of has given Vaze Ramesh Mr. come, to knowledge will guide us in the years that and values home and overseas. both at helping us grow and preferences as consumer Keva, for is a turning point This brought normal’ ‘new seeing a shiftbuying habits are in the is more that has a team now Our Company COVID-19. about by on an eye With global scenario. the transformed to attuned changes about brought have our exports we business, growing and of responsibilities the allocation revising in the management, new ones. creating did everything maintain we to possible During the contagion, tryingwhile safety and health restart as to operations employees’ the government. by soon as permitted the mandatory our from at health checks and sanitisation Aside of presence physical the required still and facilities that offices insurance Life home. from work implemented also we employees, the group in addition to the employees, all to provided was cover have. they already that cover health insurance Social Responsibility) activities,we our CSR (Corporate for As disadvantaged the of suffering the to alleviate those modified had no daily wagers when many pandemic, during the COVID-19 Mumbai, our Company Partnering with Roti Foundation, income. the underprivileged to meals and daily engaged in providing was support S H KelkarThe by and Company provided workers. wage and migrants. wagers 75,000 daily feed utilised to was Limited every put in place precaution we reopen, began to our plants As shape the pandemic will do not know what yet We necessary. take ompany Limited ompany Message from the Whole-time CEO & Group Director the Message from S H Kelkar and Company Limited S H KelkarS H Kelkar and C and Company the years to come, helping us grow both, at home and helping us grow overseas. come, to the years unparalleled repositoryunparalleled that will guide us in and of knowledge values With 50+ years in the service of Keva, Mr. Ramesh Vaze has given us an given has Vaze Ramesh Mr. in the service 50+ years of Keva, With 0404 corporate overview

07 2019-20

ANCES INDUSTRY Report Annual Annual R AG URS AND FR VO A L FL BA THE GLO The global flavours and fragrances (F&F) market size was valued at valued was (F&F) market size and fragrances global flavours The US$ 27.2 billion in 2018. to US$ 29.8 billion in 2019 as compared in lifestyle, uptrend urbanisation, rapid in population, Growth convenience need for double earning families and increased the F&F industry a big boost to provides as and personal control care, personal home care, beverages, packageddemand for foods, increase. and nutraceuticals pharmaceuticals toiletries, cosmetics, products has food convenience demand for increasing The boosting flavours innovative introduce to companies propelled market growth. and Fragrances the Flavours the pharmaceutical from flavours is a rise in demand for There taste the bitter overpower industry the fact to flavours owing that beneficiala transmitting thus edible, more it make and medicines of gaining popularity are on fragrances Synthetic effect. therapeutic and long-lasting properties. aroma of their strong account products snacks and pharmaceutical are savoury, dairy, Beverages, market. popularityIncreasing the flavours the driving factors for impetus to giving of dietary are and nutraceuticals supplements is segment wellness health and of Rising awareness growth. the in future. driver be a big growth expected to the segment, popularity and natural of organic growing With focus the main has become segment and fragrance flavour natural safer, are and fragrances flavours Natural of all industry players. Similarly on the attached. value therapeutic healthier and have which enhances of fragrances, encapsulation front, technology ground. is gaining significant stability, heat and improves shelf life and the global flavours dominate to UK and US continue position in the F&F holds a significant Europe industry. fragrances encapsulated demand for of the increasing market on account cosmeticwell as in drinks as in liquor-based and fragrances flavours NorthThe the maturity American market has reached products. market lucrative the most as emerge to is likely Pacific Asia phase. and cosmetic both the food the rise in demand from to owing India amongst APAC industries. China lead the consumption and urbanisation. and rapid sheer high population led by nations A revival in domestic investment is investment in domestic A revival enhanced given be to delayed likely and global scale on a risk aversion about financial concerns renewed sector resilience.

-19 pandemic. -19 pandemic. ovid C -19 dissipates, and fiscal and -19 dissipates, ovid C EWERVI OV NOMIC ECO -19 pandemic. Growth is expected to rebound to 4-5% in to rebound is expected to Growth -19 pandemic. ovid 20,000 Cr to counter the economic fallout from the pandemic. fallout from the economic counter to 20,000 Cr he global economy is set to experience its worst recession in recession its worst experience is set to he global economy INDIAN C FY 2021-22 as the impact of monetary policy support off with a lag. pays estimates Bank, provisional CSO World Source: Disruptions in demand and supply due to lockdown have have lockdown to Disruptions in demand and supply due personal like reduced initiatives the Government outweighed sector and the agriculture to assistance increased taxes, income tax cuts and increased corporate boost consumption, to areas rural investments, revive to in infrastructure public investment re-capitalisation of state-owned reform banks and financial sector credit. revive to Office Statistics Central by estimates provisional to According by 4.2% in FY 2019-20 driven at is estimated GDP growth (CSO), and exports. the pandemic Despite in investments contraction be the fastest India to continues growth, economic hovering the to In response of the world. economy emerging growing the Reserve the ongoing pandemic, due to pressure economic 4%, extended a 4.4% to from Bank of India (RBI) cut its lending rate businesses small and medium-sized to debt moratorium six-month thefight to using all instruments to committed remained and to 4.6% of GDP in FY 2019-20 widened deficit Fiscal pandemic. IndianThe of shortfall collection. mainly on account in revenue launched a fiscal and monetaryworthgovernment stimulus ` Outlook given be delayed is likely to in domestic investment A revival concerns and renewed on a global scale, risk aversion enhanced of 40 lockdown Coronavirus resilience. about financial sector lifting out of India and then graded means the bottoming days 1.5-2.8% in is likely at Growth has been prolonged. economy of FY 2020-21, depending on the severity of the spread Outlook T shrink global growth pandemic likely to 2020 with the COVID-19 As nations. across by long periods of lockdowns led significantly sharply contract by is expected to the global economy a result, crisis comprising a multi-layered face countries 3% in 2020. Many plummeting a health shock, disruptions, domestic economic collapse in and a reversals, capital flow external demand, commodity prices. Outlook - June 2020 Economic World IMF, Source: been of 2019 have the end seen at shoots which were green The impact of the overta the negative ken by (%) 6.0 8.2 5.9 4.2 2.4 6.3 4.5 6.0 4.8 5.4 2021P (4.5) (1.0) (3.0) (4.8) (5.8) (8.0) (8.0) (4.9) (10.2) (10.2) 2020P 4.2 6.1 3.7 1.4 1.7 1.3 0.7 2.3 1.7 2.9 2019 6.1 6.7 4.5 1.3 2.7 1.9 0.3 2.9 2.2 3.6 2018 ompany Limited ompany

S H Kelkar and C

India China Emerging Markets Economies and Developing Emerging UK Other economies* advanced Euro Area Euro Japan US Advanced economies Advanced

World output World Management & Analysis Discussion *Excludes the G7 (Canada, France, Germany, Italy, Japan, United Kingdom, United States) and euro area countries area and euro Kingdom, States) Japan, United United Italy, Germany, France, the G7 (Canada, *Excludes P= projections Outlook Economic World IMF, Source: EWERVI NOMIC OV L ECO BA GLO idiosyncratic policy geopolitical tensions, trade seen in 2018 led by 3.6% uncertainty, from 2.9% to dipped output in 2019 economic World the end Towards disasters. and weather-related countries in several social unrest intensifying market economies, in key emerging stress a lull in the global manufacturingof 2019, temporary new emission standards, sector to factors like auto had slowed adjustments that further. deteriorate to ceased and business sentiment fade to appeared accumulation, and inventory products, launch of new tech also economies advanced The subdued domestic demand. due to largely weak was market economies emerging across Growth remained inflation price consumer core job creation, continued in the US. Despite mostly reflectinggrowth softer growth witnessed slow demand Weak subdued activity. amid more market economies most emerging while softened across economies advanced across muted prices. metals and energy lowered 06 corporate overview 09 2019-20

Report Annual Annual such as awareness among governments and consumers to to and consumers among governments such as awareness fuelling strongly nutritional specific health and needs are address package cosmetics, foods, home care, in personal care, the growth which in turn is driving markets, and nutraceuticals beverages industry. and fragrance flavours for growth tremendous segment fragrance Outlook for led fragrances of fine in the use a sharphas been increase There for especially to smell nice, effortconsumers increased of the by a feminine- from of cosmetics alleviation The social meetings. of the volume has expanded arcade unisex product, to centric strong products giving and cosmetic personal care demand for crisis economic current The market growth. fragrance impetus to in has resulted pandemic, COVID-19 is facing due to the world that the outlook still remains however, industry, the for growth muted and preferences. tastes consumer the evolved due to positive segment flavour Outlook for and innovating constantly products manufacturersEdible are existing portfolioattractto its to adding a variety of flavours dairy products beverages, The as new customers. as well existing and confectionery their products industry upgrading regularly are Food landscape. ahead in the competitive stay portfolio to in order of the strategy employing constantly are companies and beverage of a particular flavours products launching different extension by Consequently, consumers. of specific segment product targeting is witnessing flavours as natural as well processed the demand for upsurge. a substantial

INDUSTRY ANCE R AG D FR AND UR VO A FL INDIAN THE Overview with both purchasers IndianThe F&F market is highly fragmented large and companies multinational from and suppliers ranging small-scale industrialIndian units and local to industrial houses, strengthen to ways strategising are Companies manufacturers. plans their sales expansion focussing and are their presence that tier III cities tier II and demand from increasing to cater to launching a are Companies of growth. biggest drivers the are exploring newer products and are grooming of affordable range to product differentiation creating thereby variants, flavour increased exhibited Indian have spur consumption. companies flavours exotic more the new, with experiment to willingness becoming consumers With basic ones. than opting for rather opportunity growth tremendous health conscious, progressively flavours. food fruit-based health and wellness for has emerged Indian and traditional herb extracts of natural concept is also The markets. in the fragrance gaining significance some faced ` 6,400 Cr, approx. at valued F&F industry, The and GST refunds delayed to related issues to owing pressure market is Indian current fragrances The lesser new launches. Keva at ` 3,200 Cr. and the flavours, ` 3,200 Cr at estimated and with an agile Indian be the largest player origin to continues needs. consumer meet changing to approach fast changing to continues global F&F giants four along with the top Keva, in innovative investments the Indian dominate market. Growing home care, meet the demand from to product developments and hospitality automotive, personal care, pharmaceutical, Increasing these players. for growth industries will help propel and pharmaceuticals in nutraceuticals, of flavours approval dietary and gaining popularity fragrances of natural supplements, attractingis option higher safer and therapeutic healthier, a as A development. and fragrance flavours in natural investment aromas using natural on the products produced premium green concerning awareness growing the given common quite is opportunity Another health and wellness. in the is stemming category longer lasting. which are fragrance encapsulated Park Food the is arisingMega from flavours big boost to Another parks of which 18 are of 37 mega food creation Scheme involving operational. currently Outlook availability of disposable income, Rampant urbanisation, growth health concerns with growing goods coupled of convenience factors Additional growth. the industry’s for the major drivers are

Increase in demand for for rise: Increase in demand a drivers on wth popularity: Rise among in concern demand Technological advancements Technological advancement: – Gro – gaining flavours urs vo a Fl processed food and beverages with growth in disposable with growth and beverages food processed various in unique flavours risedemand for in the incomes, is flavours in popularity and surge applications of exotic food the Flavours for one of the most important of growth drives industry. consumers about the long-term health effects of artificial health effects about the long-term consumers the demand for has increased and additives ingredients food products. in flavours and healthy natural to the to cater flavours innovative develop not only help to also increase but requirements, taste change in customer inventing Manufacturers are their stability suitability. and such as solid-liquid technologies and adopting advanced extraction extraction, carbon dioxide (SLE), supercritical extraction, fluid supercritical others which, in turn, and will market. in the flavours in growth result Challenges of counterfeit products and use of chemical Availability side-effectswith probable ingredients expectedto hamper are has been a challenge for Sustainable sourcing the growth. pricing limited Shrinking industryto the due margins players. power and increased competitive pressure causes difficulties for causes difficulties pressure competitive and increased power industry players. https://www.imarcgroup.com/flavours-fragrances-market Source: • Food • Naturals • Technological Personal care is a care products: Personal drivers care wth ompany Limited ompany popularity: of the global One of the drivers – Gro – personal of With increasing disposable income, disposable income, increasing With lifestyles: Fragrances are witnessing increasingly witnessing increasingly are Fragrances segment: Disposable income of people is increasing of people is increasing Disposable income markets: gaining ances use in S H Kelkar and C r ag natural fragrance market is the increasing number of health of number market increasing the is fragrance natural fragrances. synthetic products containing issues caused by emerging and healthier are safer which are fragrances Natural choice. as the preferred industrial use like ambience- for acceptance growing and automobile durables the consumer for fragrances which hitherto category. an unexplored was accessories, Fr in the emerging markets, surging their purchasing power, power, their purchasing surging markets, in the emerging spending on beauty and increased which in turn is leading to demand increasing to is leading This products. personal care and fragrances. various scents for more local consumers are opting to use quality to opting products, are local consumers more Inglobal of the the wake consumers. especially young products has pushed on hygiene higher focus pandemic, in hand used fragrances new and innovative demand for floor cleaners etc. sanitizers, wash, demand increasing to owing segment application prominent and cream, talcum powder, soap, perfumes,for deodorants, and fresheners car and room rising demand for Also, hair oil. further is expected to popularity fuel of aromatherapy growing is also witnessing increasing Hospitality segment the growth. environment. a pleasant create to fragrances demand for • Industrial • Rise • Changing • Emerging • Naturals 08 Outlook US$ 40.6 billion global F&F market reach is expectedThe to during 2020-2025. Increase 5.1% CAGR at 2025, growing by on expenditure with rise in consumer coupled in population, about in awareness growth products, personal and beauty care product and innovative of fragrances benefits the therapeutic the for the major drivers are key global players by push strategy (F&F) market. awareness Rising and fragrances global flavours among middle-classcleanliness and personal hygiene regarding including India, economies, in the emerging groups income the expand expectedis to Brazil, and Vietnam Thailand, China, of fragrances. scope corporate overview 11 2019-20

Report Annual Annual Led by robust order book, by the Led steadily to is on track Company across utilisation levels improve sheet and balance Strong facilities. robust liquidity position puts the in a good in these stead Company disorderly times. and later maintenance facility shut initially for was in China to geared was Company The outbreak. COVID-19 due to in Mahad production at facility surge possible meet increase to in the facility at of the investment value economic The demand. and has been fully recouped shutdown, which was Netherlands, is actively Company The in the group. with operations integrated of the plant the monetisation maximise exploring options to a new venture sale or through of a slump way by infrastructure or business partners. investors with potential in collaboration cost-optimisation strategies realise to continues Company The conserve working to cash flows and deploy capital measures on its continues Company The profitability. steady and ensure its sustainably outperform to led by the industry, endeavour diverse product portfolio, leadership position, comprehensive and new business wins in existing and repeat base, customer achieving normalcypredictThough to is difficult customers. intact as FMCG remain prospects of the Company the growth certainin outlook growth greater with continues consumption ingredients and natural personal care of home care, categories blends fragrance immunity boosters, sanitizers, like disinfectants, launch an ayurvedic plans to immunity Keva and supplements. the Ministry a nod from received of which has recently booster of India. Government Ayush,

and authority restrictions, increased working capital requirements workingand authority increased capital requirements restrictions, levels. inventory increased due to is undertaking and precautions Company The all required the by advised as standards safety highest the deploying all these manufacturing across Authorities Government ramp-up production gradual is witnessing The locations. As supply-chain efficient led by management. in volumes easing, domestic markets are across measures lockdown build-up in demand is witnessing a steady the Company is on track book, order the Company robust by Led momentum. Strong facilities. across levels utilisation improve steadily to in liquidity position puts the Company sheet and robust balance Robust risk management times. in these disorderly a good stead and to business operations and secure maintain to strategy the risks and business and impactmitigate on its employees proactive has taken several Company The partners is in place. of its employees the health and well-being safeguard to steps all the for arrangements work-from-home and put in place staff members. the manufacturing China facilities at front, On the international and Fragrances Flavours Ruibang) and Italy(Anhui (Creative mid- in FY 2020-21. From be fully operational to continue SpA) January 2020, the manufacturing of March the 1st week 2020 to

-19 pandemic hit domestic business nalysis ovid C andemic erformance A 1,071.5 Cr in Cr 1,071.5 ` to as compared 2019-20 FY in Cr ` 1,122.1 -19 P -19 ovid C during the last quarter. The Company’s steady growth trajectory growth steady Company’s The during the last quarter. crisisglobal the it enabled has before growth in investment and while also ensuring business operations, and secure maintain to The and business partners. of employees and well-being safety impact from significant orders on any witness not did Company period. during the lockdown customers with Government in compliance front, On the operational pandemic, with COVID-19 issued in regards advisories/directives suspended manufacturing had temporarily the Company its manufacturing across ~33 days. facilities in Indiaoperations for concerned the from approvals requisite to pursuant However, manufacturing at it resumed operations Authorities, Government 27 April 2020 and Mahad facilities from Vapi Mulund, Vashivali, its a few faced the Company During period, the lockdown onwards. of extra lead time of couple of labour, challenges like availability import delayed clearance due to demand, to in comparison days While the Company was seeing good traction during the year, seeing good traction was during the year, the Company While the unprecedented Financial P Financial stood income total the Company’s basis, On a consolidated at FY 2018-19, registering 5% growth despite challenging global challenging despite 5% growth registering FY 2018-19, witnessed healthy Company The and domestic environment. enquiries and traction of order in terms demand and improved customers. the mid and large-sized especially from FMCG leads, revenue, total ~90% to which contributes segment, Fragrance 4.7% in domestic business and 7.9% growth clocked a healthy de-grew segments Flavours business. international the in growth the in 17% growth but posted 17.9% in domestic business by business. international and machineries in Netherlands impairment of plants The which in a one-time of ` 36.5 Cr, expense resulted exceptional part A substantial expense of this impacted reported profitability. a non-cashwas impairment charge. ` 160 to as compared in FY 2019-20 ` 129.5 Cr at stood EBITDA one- (excluding a PAT registered Company The in FY 2018-19. Cr to as compared in FY 2019-20 of ` 71.2 Cr cost) time exceptional in FY 2019-20 at ` 122.7 Cr was profit Cash in FY 2018-19. ` 87.8 Cr in FY 2018-19. ` 119.0 Cr to as compared 2020 to Net Debt 31 March as on reduced Company The 2019 after as on 30 September ` 400 Cr to as compared ` 299 Cr dividend. and interim buy-back accomplishing – – RKET MA ANCES R AG ompany Limited ompany D FR AND URS VO A FL S H Kelkar and C OPPORTUNITIES INDIAN On a consolidated basis, the basis, On a consolidated stood income total Company’s at ` 1,122.1 Cr in FY 2019-20 as ` 1,071.5 Cr in to compared growth 5% FY 2018-19, registering challenging global and despite domestic environment. Overview with strong is robust minor glitches, despite Indian economy growing fastest the of be one to continue will it and fundamentals markets in one of the largest India offers in the world. countries Rapid products consumption. of mass urbanisation for the world and redistribution income growth, agricultural due to largely the audio-visual by media has further the high proliferation categories. FMCG of various the growth to contributed India sales and distribution network has extensive including stores, smaller neighbourhood retail stores, large supermarkets, bankingThe financing is network with consumer small shops etc. also supporting sales and distribution network. extensive foreign influx of varying conditions, climatic diversity, Cultural history is all variouscountry’s periods of our over influences preferences and flavour fragrance complex for responsible with latest is abreast youth revolution, digital With India. across trying constantly and All it. mimic to preferences international of the growth in the significantly contributed have these reasons Indian F&F industry in in size help it multiply to and will continue future. the coming the pandemic, In times of COVID-19 of these challenging the wake the personal its products from rising demand for saw Company liquid hand the hand sanitizers, from especially segment, hygiene serve It effectively and soap manufacturers. the wash to able was in fine growth time, the same At these customers. demand of muted. has been slightly fragrances 10 corporate overview

13 2019-20

Report Annual Annual -19, the Company stands to benefit by likely quick benefit stands to -19, the Company s ovid C The segment exhibited consistent strong performance strong consistent exhibited segment The impact the to due of exception being an 2020 March with lockdown. nationwide Government-imposed segment, fragrance total of 67% constituting Domesticsales, 7.9% in FY 2019-20. by grew

Export of FY 2019-20 Highlights support creative and team, out a dedicated rolled Company The traction in various good growth and saw MENA region plan for Bangladesh etc. like Sri Lanka,countries Myanmar, Outlook consumer to cater effectively to is committed Company The needs and deep understanding of customer needs with speed, rich legacy. and strong supply chain remains the key strength of the Company. of the Company. the key strength supply chain remains and strong impact consumption on world the unexpectedDespite severe due to see some Earnings may categories. in daily consumption revival short-term during lockdown of economic impact on account is preparedness Company’s The of the fiscal. the beginning and shift material raw of inventory adequate in having reflected India. to China in production line from and Itcare home like categories some expectedis that high-end while some should see high demand, personal care weakness. see may discretionary like fine fragrances categories conscious, hygiene and health increasingly become people As rise. see an exponential is bound to the demand in this segment this rise in demand with to cater to is well-prepared Company The health household products, on personal wash, focus increased and hygiene. is also looking traction in biotechnology increase to Company The portfolio. in the ingredients Outlook Being heart local at with world-class manufacturing capabilities and domestic facility replacement the in the ingredient response Tonalid, for good fragrance of demand garnered closure final global sales in FY 2019-20 products the rising facility at Mahad recorded an all-time high production facility Mahad at recorded In it may the longer term, levels. full utilisation at operating given materials of key raw the availability improve help to the flexibility of operations. The segment clocked 6.8% YoY growth led by dedicated dedicated led by growth YoY clocked 6.8% segment The and marked customers across on key categories focus Good traction in domestic business. was improvement products, microencapsulation products, seen in fabric care and industrial fine fragrances deodorants, body sprays, of ambience-fragrances. applications research activityresearch in the Netherlands during Q3/FY 2019- qualityhigh a shifting20 to operationally and operations at India. Mahad, centre efficient management better for West North, & South and Central of large manage the requirements to teams with dedicated respectively. clients and regional corporates and international markets. The Company garnered success success garnered Company The markets. international and Ayurvedicfor a big MNC in making medicine sample of first and innovative also added new Company The in India. its sales portfolio. products to Increased traction in FMCG launches (earlier delayed due to to due launches (earlier delayed tractionIncreased FMCG in GST)in changes especially stead, good in Company the put segments. customer mid and large-sizedfrom FMCG and buoyant engagements in client Increased momentum performance. a healthy to markets contributed international Company’s the scenario, material raw a challenging Despite good led by smooth and uninterrupted production was practices. management inventory Domestic

Highlights Macro Key • • Initiated • viz. regions three divided into was Domestic sales operation • Ayurvedic • With of FY 2019-20 Highlights Domestic sales, constituting 67% constituting Domestic sales, by grew segment, fragrance of total 7.9% roducts and applications P has the Company 9 decades of rich experience, over With in the Indian preference established stronghold markets enjoying customer venerable of boasts Company The multinationals. over knowledge better of consumer relationships, and vendor highly professional 9,000 products, of over wide range preference, of 19 perfumers, team and six state-of- 26 scientists and motivated the-art Company The manufacturing facilities in India and abroad. home personal care, across categories is the leader in most FMCG ingredients. and flavour and fragrance fabric care care, Company The ompany Limited ompany

S H Kelkar and C

its international leverage to continues expertise with Indian capabilities. to continued segment Fragrances of business share the revenue dominate in FY 2019-20. with ~90% share wide across find application Fragrances spectrum items. of daily consumption of specialised team Company’s The complex perfumers crafts innovative which and ingredients compounds of the a wide range used across are portfolio. fragrance

Fragrances Business Segment 1 - Segment Business 12 corporate overview 15 2019-20

Report Annual Annual

Domestic revenue declined Domestic revenue 17.9%, mainly impacted in the last quarter pandemic and COVID-19 to owing opportunitytrading in the previous high base leading to year Outlook is looking its distribution expand in the to Company The in Africa, segments especially in the food neighbouring countries, exportThe 60% market which constitutes Middle East and Russia. pace. a faster at grow of business is expected to structure Organisation as the Managing Director served the Company Vaze Ramesh Mr. the Chairman of the Board. 2019 and is currently 31 August until an playing decades, five for the front from He led the Company and enabling it to the Company in shaping role instrumental senior younger down, he stepped As climb the ladder of success. challenges. face has taken on itself to leadership team of employees growth internal ensured organisation The also Company The promotions. internal witnessing several and business professionals dynamic and experienced recruited comprising structure of organisation flexible a more created that is confident Company The business divisions. autonomous business closer to enable in getting teams the structure would of in terms higher independence being given with each team business management. decision making better ensure to

sales s food segment food The international flavours business reported 17% growth reported business growth 17% flavours international The in key clients led by year the previous to as compared in exportInternational sales expanded markets like Africa, and Russia Middle Europe East, expectedand is to growth seen good business has Lifestyle going forward well grow on Amazon seen good traction and is available sales have Auris and Flipkart platforms Domestic revenue declined 17.9%, mainly impacted in the last Domestic revenue opportunity pandemic and trading quarter COVID-19 to owing high base leading to year in the previous in invest and base equipment existing upgrade to Continued machinerynovel and lab and started Mumbai office a new lab in Renovated during the year Gurugram which are and seasoning categories format Launched granules seeing good traction with continues awareness on enhancing customer Focus participation expos increased in food

roducts and applications Export Domestic of FY 2019-20 Highlights of FY 2019-20 Highlights P based on changing developed of flavours a wide range With rich heritage in the flavours and leveraging trends consumer into categorised broadly products are the Company’s space, available The products are nature-identical and artificial. natural, Company’s The forms. encapsulated and liquid mix, dry, in like shakes and smoothies various segments to products cater in the dairy and health drinks in beverages, fruit-based segment, bakeryconfectionery, and pharmaceuticals. Outlook prospects. growth optimistic about future remains Company The in R&D and enhancing production facilities investment Continued of the in segments new flavours create to enables the Company and nutraceuticals confectionery, bakery, like beverages, future Mumbai in Mulund, centre innovation food Company’s The dairy. potential. growth future holds strong and in Gurugram

natural flavours. natural Scale with agility and Halal certification, the registration with US FDA Accredited flavours Novel superior quality has in place controls. Company high clarity led by of purpose and and created formulated are design. process High of agility and superior manufacturing level processes modify production and ensure promptly to enables the Company high efficiency planning with the use of advanced in logistics variable capacities and long-standing relationships techniques, companies. logistics with reputed With gaining popularity of health and wellness segment, the gaining popularity segment, of health and wellness With The rise. is on an unprecedented flavours natural demand for current keeping in view the flavours innovative creates team flavours the in ground strengthen to so as trends emerging and in progress significant make to continues team The segment. a wide variety working of space on creating science the food facilities, manufacturing ompany Limited ompany

S H Kelkar and C

is a leading manufacturer Company The known well the country, in of flavours high-qualityfor and innovative products FSSAI approved. which are has an expert of 6 flavourists team Keva based on flavours who innovates with Coupled trends. consumer evolving state-of-the-art high-end well-equipped laboratory, as a has emerged the Company finding flavours partner for of choice beverages, in sectorsapplication like dairy bakery products, confectioneries, pharmaceuticals, products, savoury, etc. nutraceuticals

urs Flavo Business Segment 2 - Segment Business 14 corporate overview

17 2019-20

Report Annual Annual risk: In case the operational risk: Increased dependency on a Lucrative industry opportunities growth Lucrative risk: Business sustainability can be impacted risk: Long duration export cycles duration risk: receivable Long Rich experience, robust client relationships, relationships, client robust Rich experience, Revenue pie comprises a large number ofnumber large a comprises pie Revenue The Company emphasises on in-house talent talent emphasises on in-house Company The Forex team which enters into adequate hedging hedging adequate into which enters team Forex The Company boasts of a clientele of over 4,100 of over boasts of a clientele Company The A stringent and well planned process of selecting planned process A stringent and well sustainability concentration single client or a few large clients to drive business may put business may drive to clients large or a few single client business sustainability risk. at cross-currency fluctuations. contracts ensures that the Company is not exposed to to is not exposed Company the that ensures contracts if dependent on the performanceif dependent of a particular or few sectors. downstream skin & hair care, air care, sectors like personal care, downstream helps exposure Well diversified and fine fragrances. beverages performancethe on aof concentration risk revenue of reduce particular sector. small and large companies, without dependency companies, on large small and large clients. trade partners and credit insurance enable the Company to to partners enable the Company trade insurance and credit risk.tackle receivables with higher probability of conversion to bad debts puts the to of conversion with higher probability risk. significant at Company unparalleled brand equity, strong supply chain, superiorchain, supply strong equity, brand unparalleled keep all competition to product quality enable the Company bay. at attract competition from a host of domestic and multinational a host of domestic and multinational from attract competition players. responsibility of the Company is concentrated in the hands the in concentrated is Company the of responsibility sustainability face may the Company key personnel, of a few risks. management programme, focused training modules for for modules training focused programme, management deservingof for grooming employee criticalemployees, and in-house the next of business responsibilities level expertsheld by Dominant posts are from promotions. industries. downstream Competition Concentration Receivables Revenue Business Mitigation: Mitigation: Mitigation: Mitigation: Mitigation: Mitigation: ompany as its ompany ion Mitigat Cross-currency volatility may have Cross-currency have may volatility risk: The Company needs to constantly innovate innovate constantly needs to Company The Regulatory is mandatorycompliance and n and ion at The Company’s large exposure to various to exposure large Company’s The A stringent online statutoryA stringent compliance risk: The Company uses over 1,500 raw materials and materials 1,500 raw uses over Company The To ensure long-term businesses sustainability long-term ensure To The Company’s dedicated expert dedicated closely team Company’s The risk: Age-old long-term with suppliers, relationship currency risk: risk: Identific a severe bearing on the earnings of the C a severe 50+ countries. across spread are operations thus inadequate supply of one or more raw materials can materials raw supply of one or more thus inadequate disrupt the operations. all at inventory and adequate materials raw for contracts risk short arising due to avoid to times enables the Company materials. of raw supply or unavailability flavours and fragrances to keep pace with changing times and with changing keep pace to and fragrances flavours preferences. consumer changing countries across the world makes it susceptible to changes to makes it susceptible the world across countries of different and economies environments in the macro countries. the macro-economic in the various monitors development check on global risk. keep a to in which it operates countries and viability, the Company prioritises innovation led by led by prioritises innovation Company the and viability, on in-house R&D. focus strong and reputation to risk significant pose may in adherence lax business sustainability. long-term management system, robust internal financial control control financial internal robust system, management external by and internal of systems periodic review systems, The all regulatory compliances. to adherence ensure auditors on the keeps a close watch Board of the Committee Audit regulatory actions and findings keeping thus auditors of the risk bay. at utlook Regulatory Foreign Global Redundancy Supply Risk Mitigation: O admired the of as one emerge to endeavours Company The in companies Flavour & Fragrance the amongst organisations objectivenext this the Keeping and mind in years’ 5 world. the building its is continuously the Company objectives, strategic of building high in terms is also a clear focus There pipeline. talent productivity enhance performance all levels. at to culture Mitigation: Mitigation: Mitigation: professionally and professionally - confidentially. This is a benefit extended not just to the Keva to the Keva This is a benefit not just extended confidentially. 100% members maintaining their family but also to employees on everyconfidentiality interaction. ‘Ear2Hear’ is an Employee Assistance Programme (EAP) Programme Assistance is an Employee ‘Ear2Hear’ on personal issues extending consultation To ensure high-quality talent pool, the Company leverages leverages high-quality ensure the Company pool, talent To hiring. campus and lateral training management engages in several Company The to high potential individuals with groom to programmes responsibilities. corporate handle greater enable them to pool. talent existing helps in grooming LEAD programme Keva’s

he Company launched Sarathi, a coaching initiative, as a initiative, a coaching launched Sarathi, he Company of FY 2019-20 Highlights Company the experience, a part employee As better a creating of survey feedback employee a company-wide ‘Pratibimb’, launched an opportunity the management giving hear and connect to with is looking its next design level to as the Company the employees, people-centric impactful HR policies. and progressive T It Keva. at culture coaching a creating towards stone stepping by recognised community of certified has an internal coaches, towards which is focussed Federation, International Coaching and nurturinggrooming Blended with other inhouse talent. of the organisation, initiatives learning and development unearth shall equip employees coaching their hidden potential and action-oriented with personal development to approach unleash their full potential. of Accountability, – Promise launched PACT Company The to aimed program an exclusive Teamwork, and Commitment providing by – employees, in its key resource substantially invest work conducive plan, engagement holistic and differentiated short-termwith exposure habitat international medium-term and growth. their career and learning opportunities accelerate to ‘Best HR Practice’ with the presented was Vashivali at plant Keva’s Institute of Personnel (National Raigad of NIPM by Chapter award Management). Outlook regulatory newest to quality Stringent norms adherence and best-in-class deliver to enable the Company compliances state-of-the-artThe products. facility in India an as research molecules has innovative developing inhouse R&D centre Department due acknowledgement from of Scientific received and Industrial (DSIR). Research capital Knowledge

ompany Limited ompany anagement and anagement M management y y S H Kelkar and C l Capita wledge The facilities at Vashivali and Mulund were recently honoured honoured recently and Mulund were Vashivali facilities at The practices adopting best safety for Council Safety the National by without any years consecutive three completed having and for reportable accident Acquired stringent certifications like HACCP for food safety, food safety, for certifications stringent like HACCP Acquired and environment for Management System Integrated safety occupational World standard quality control practices are thoroughly thoroughly practices are quality control standard World followed passed the the facility Mahad at successfully During the year, and System Management ISO certificationsfor Environment Managementthe OHSAS (Safety) System Clean environment policies in place like effluent treatment treatment effluent like place in policies environment Clean alongside its facilities plants Strict adherence to rigorous HSE (Health, Safety and HSE (Health, Safety rigorous to Strict adherence a from environment policy work a safe enabling Environment) view-point compliance SAP-enabled processes improve work efficiencies work improve SAP-enabled processes machineryand plant advanced Modern technologically and automatic density meters, including gas chromatographs, microbiological testers, flash-point tintometers, polarimeters, testing laboratory and flavour in its fragrance etc. testing, edge technological provides The ingredients and extraction facility at Vapi has also been Vapi and extraction facility ingredients at The certified with ISO 14001 and ISO 45001 ISO 9001:2008, ISO 14001:2015, FSSC 22000, ISO 22000:2005 ISO 9001:2008, ISO 14001:2015, FSSC 22000, well 22002-12009 position the Company and ISO/TS

SFDA registration and several certifications including FSSAI, and several registration USFDA The facilities at Vashivali and at Vashivali The facilities honoured recently were Mulund National the Safetyby Council bestfor adopting safety practices three and for having completed without any years consecutive reportable accident lit Qua Kno lit Qua Overview 16 corporate overview 19 to on On and every and manner meals Cleansing, employees

2019-20 - Pradesh

Fund situation. timely a Keva’s Uttar Relief providing in Report Annual Annual in complimenting solutions for emergency Goonj, been areas – Minister the disasters hit has NGO RotiBank healthcare Chief with Keva flood and with with the combating to World Skills Udaan India at Foundation Day World Fund providing effectively and in COVID-19, of partnered Higher interest cost due to higher average borrowings borrowings higher average due to cost Higher interest year. previous versus during the year Increase in working capital borrowings. No major variation. in customer change materials, on key raw pressure Price cost. mix and interest Change Reason for raw on key pressure to price due Decline in profit mix. change in customer materials, raw on key pressure to price due Decline in profit mix. change in customer materials, deal CARES collaboration materials to PM In to customers responding recently relief pandemic our 1.41 0.15 7.54 6.31 had 2019 11.88 11.77 customers global various towards with and communities. contributed Company donate been to The affected partnering 1.09 0.14 5.15 3.89 4.81 partnering 2020 11.04 has government unprecedented the are aid an the we actively In with Sanitizers. volunteered with Marathon financial hand, been year. and last has along engaging actively hand, other the lockdown. labour during COVID-19 and migrant workers 75,000 daily wage one Bihar step Keva and had Hygiene articulars Current Ratio Current Debt Equity Ratio (%) Worth Return on Net EBITDA Margin (%) Margin EBITDA (%) Margin Net Profit Ratio (times) Coverage Interest P o. 4 5 6 Sr. Sr. N 1 2 3 Solar LED Light *Ratios have been computed based on standalone financials of the Company. based on standalone financials of the computed been *Ratios have Ratios* Financial in Key Changes Significant Surrounding the manufacturing facilities, at Vapi and Vashivali, Vashivali, and Vapi manufacturingthe at Surrounding facilities, infrastructure the educational has upgraded the Company make an to schools and colleges facilities at and sanitation of students. in the lives improvement with Sukruta Employment in collaboration Rural works Keva Jat the drought-stricken for works an NGO that Foundation, manufacturing districtthe in for Sangli,of Maharashtra Taluka, provide has been able to Keva this initiative, Through Neem oil. does not that taluka of livelihood of Jat women a source several and can be done in the long distances to migrate to them require significant projectneem to led has The non-harvestingseason. upliftment of from range that in their lives improvements changes. lifestyle better to conditions economic ompany Limited ompany

S H Kelkar and C

actively contribute to and is committed value economic creating is aimed at Company The projects undertake to various It strives society. of a sustainable the development toward and good governance, business practices responsible good through the common for welfare communal sustainability, Environmental in tandem with all the stakeholders. the CSR which around areas focus the key are and employability education near plants, activities planned. are Corporate Social Responsibility Corporate Youth Programme to promote education for facilitating meaningful facilitating for education promote to Programme Youth It 25 years. of 18 to in the age group youth for employment on the needs of the youth with Udaan Indianworked Foundation applied knowledge literacy, like computer courses organising by and functional soft English, desired skills,of communicative skills dexterity readiness and vocational programmes. employment around and in Sewing women Machines to provided Keva opportunity generation them employment for create to Vashivali sustain their livelihood. to The Company also works on basic education through Balwadis at at Balwadis through on basic education also works Company The of Karjat areas and Murbad in rural in collaboration centres twelve with Shabari Seva Samiti. in its with Udaan India Foundation collaborated Company The 18 Annual Report 2019-20

Despite the challenging environment, on a consolidated basis, open orders pending. Fragrance project pipeline remains strong

sales in FY 2019-20 stood at ` 1,105.08 crore, higher by 6.14%. and is growing consistently. SAMEA has secured revenue of ` 52 Financial Statement

Board’s Report Statutory R eport On the profitability front, EBITDA during FY 2019-20 stood at crore from new wins in FY 2019-20. Business achieved double ` 129.51 crore. Finance costs during the year increased to ` 24.70 digit growth in sales in large corporates while managed a strong Dear Shareholders, crore from ` 13.95 crore in FY 2018-19. defense with zonal clients. Your Directors take pleasure in presenting their 64th Annual Report on the business and operations of S H Kelkar And Company Limited Finance costs during the FY 2019-20 stood at ` 24.7 crore and Flavours business reported a stable performance during FY 2019- (SHK / the Company) and audited financial statements for the financial year ended 31 March 2020. depreciation stood higher at ` 51.5 crore. The increase was 20 with overseas flavours segment reporting an improvement

of 17% YoY in FY 2019-20. The growth in the international s In compliance with the applicable provisions of Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) primarily on account of commissioning of the new facility at

flavors business was mainly due to expansion by key customers s thereof, for the time being in force and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Mahad and adoption of new accounting standards. Effective (Al Fakher, Goussous) into new geographies and due to business Regulations, 2015, (hereinafter referred to as “Listing Regulations”) this report covers the financial performance and other 01 April 2019, the Company has adopted Ind AS 116 "Leases". in African markets like Nigeria, Congo. Disruptions owing to developments during the financial year 2019-20 and upto the date of the Board Meeting held on 26 May 2020 to approve this report Due to transition, the nature of expenses in respect of operating Covid-19 resulted in de-growth of domestic flavours revenues in respect of standalone SHK and consolidated SHK comprising of SHK, its subsidiaries and joint ventures. Consolidated SHK has been leases has changed from "lease rent" to "depreciation cost" and in during the year, especially in the last quarter of the year. The referred to as “Keva” in this report. "finance cost" for the right- to-use assets and for interest accrued on lease liability respectively. The adoption of this new accounting domestic flavours segment de-grew by 17.9%. Financial Highlights & Business Review standard resulted in increase in finance cost and depreciation cost. The flavours business launched new formats like Granulz and Financial Highlights: Following the scaling down of activities at the Fragrance Seasoning, which are seeing good traction. The domestic market (Currency: ` in crores) Ingredients facility in the Netherlands last year, the said facility also saw wins with key customers like Bisleri, Future Group, CCD, Standalone Consolidated alongwith research activity being carried out in the Netherlands Pfizer etc. Particulars 2019-20 2018-19 Growth % 2019-20 2018-19 Growth % facility was closed during the year. The impairment of plants and Management Discussion and Analysis Report Sales 712.86 692.09 3.00 1,105.08 1041.15 6.14 machineries and manufacturing facilities in the Netherlands Other operating income 5.97 1.94 207.32 9.15 6.97 31.28 alongwith other closure costs resulted in a one-time exceptional A detailed analysis of your Company’s performance is discussed in the Management Discussion and Analysis Report, which forms EBITDA 80.31 83.90 (4.28) 129.51 159.95 (19.03) expense of ` 36.5 crore, which impacted reported profitability part of this Annual Report. Royalty Expense 16.47 18.50 (10.97) - - - during FY 2019-20. A substantial part of this expense was a non- Finance Costs 13.82 6.51 112.29 24.70 13.95 77.06 cash impairment charge. PAT, excluding one-time exceptional cost as aforementioned, stood at ` 71.2 crore as against ` 87.8 crore Corporate Governance Depreciation 27.81 15.18 83.20 51.50 31.15 65.33 during the previous year. PAT after exceptional item as above and A Report on Corporate Governance along with a Certificate from Profit before Tax (PBT) before exceptional items 38.68 62.21 (37.82) 89.78 114.85 (21.83) including share of profit (net of depreciation on assets comprised the Statutory Auditors of the Company confirming of corporate Profit before Tax (PBT) after exceptional items 38.68 62.21 (37.82) 53.32 114.85 (53.57) in the purchase price paid) in Creative Flavours & Fragrances SpA governance requirements as stipulated under the Listing Taxation 10.35 17.24 (39.97) 18.62 27.01 (31.06) and other joint ventures was ` 35.9 Crore as against ` 88.3 Crore Regulations form an integral part of this Annual Report. Profit after Tax (PAT) 28.33 44.97 (37.00) 34.70 87.84 (60.50) during the previous year. Share of profit from Associates - - - 1.16 0.41 (282.93) Business Responsibility Report Total Profit after Tax (PAT) 28.33 44.97 (37.00) 35.70 88.48 (59.65) Keva reported healthy cash flows from operations during the Your Company strives to create value for all stakeholders whilst year at ` 205.2 crore, owing to improvement in the total working growing responsibly and sustainably. A detailed information Business Review: First half of FY 2019-20 was clouded by raw material availability capital cycle. This enabled Keva to reduce its Net Debt as on on the initiatives of the Company as enunciated in the ‘National Fragrances have seamlessly transformed themselves into essential crisis raging from previous year and the same had begun to 31 March 2020 to ` 299 crore as compared to ` 400 crore as on Voluntary Guidelines on Social, Environmental and Economic day-to-day products that form a significant part of personal normalize by second half of FY 2019-20. However, the Company 30 September 2019. This notable reduction in debt was in spite of Responsibilities of Business, 2011 is provided in the Business grooming. Fragrances are a way of expressing personal style saw several operational challenges due to the COVID-19-led payment of interim dividend. Responsibility Report, a copy of which will be available on the and individuality, thereby making it a consumer-driven industry. lockdown in March and April 2020. While the Company did not Company`s website www.keva.co.in. For Business Responsibility Flavours add essence to life. They have always been significant in witness any significant impact on the existing order backlog from On a standalone basis, the Company achieved a topline growth of Report as stipulated under Regulation 34 of the Listing Regulations, kindly refer to Business Responsibility Report section adding the extra zing and taste to what we essentially cook and customers, execution of the same during the period was severely 3%. EBITDA stood at ` 80.31 Crore and the Company achieved a net profit of ` 28.33 Crore. which forms part of this Annual Report. eat. Flavours bring delight to our entire food experience, turning impacted due to temporary plant closures and logistic issues in daily meals to treats. March 2020. Keva’s priority, during this challenging operating The fragrance business reported increased sales during the year Dividend environment had been to maintain and secure its operations With a strong parentage and long standing presence of 90+ and grew by 6.8%, despite a challenging macro-environment. Based on the principles enunciated in the Dividend Distribution while also ensuring safety and well-being of its employees and years in the Fragrance & Flavour Industry, Keva continues to be Core domestic Fragrance business grew by 7.9% and international Policy of the Company, on 18 March 2020, the Board of Directors business partners. Keva was focused on serving all its customers, a leading innovator of sensorial experiences, co-creating unique segment registered a growth of 4.7% in FY 2019-20. South Asia of your Company had declared an interim dividend of 9.5% i.e. products that consumers taste, smell, or feel in fine fragrances and especially since it forms an important part of many essential (including India), Middle-East & Africa (SAMEA) fragrance business 95 Paise per equity share on 14,13,20,801 fully paid-up equity cosmetics, detergents and household goods, food and beverages. commodities and the FMCG supply chain. Fundamentally, the gained better momentum in second half of the year with growth shares of face value of ` 10/- each for the financial year 2019-20. Keva’s flavour and fragrance compounds combine a number Company continues to be strong and stable. Liquidity and cash of 13% while overall growth for the year stood at 3%. This was The dividend was paid to members whose names were furnished of ingredients to produce proprietary formulae created by its flow position of the Company continued to be strong inspite of despite the lockdown situation with COVID-19 towards end of by National Securities Depository Limited and Central Depository flavourists and perfumers. the impact of COVID-19 pandemic. March 2020, wherein almost 10 days sale was lost with number of Services (India) Limited, as beneficial owners on 27 March 2020.

20 S H Kelkar and Company Limited 21 Annual Report 2019-20

The Board recommends that the said interim dividend be declared A statement containing the salient features of the financial PFW Aroma Ingredients B.V.: operating revenue of ` 124.04 crores as against ` 24.67 crores

as final dividend for the financial year 2019-20 subject to approval statements of the subsidiaries in the prescribed format AOC-1 is during the previous year. It earned a profit after tax of ` 8.54 Financial Statement PFW Aroma Ingredients B.V. is involved in the business of Statutory R eport of the shareholders at the ensuing Annual General Meeting. appended as Annexure A to this Report. The financial statements manufacture and sale of aroma ingredients. During the year crores as against a loss of ` 1.62 crores during the previous year. of the subsidiaries are uploaded on the website of the Company. under review, PFW Aroma Ingredients B.V.registered an operating Creative Flavours & Fragrances S.p.A: The list of unpaid dividend declared upto the financial year 2018-19 revenue of ` 131.94 Crores as against ` 146.93 Crores during is available on Company`s website www.keva.co.in. Shareholders Financial and operational performance of the subsidiaries and the previous year and loss of ` 22.15 Crores as against profit of Creative Flavours & Fragrances S.p.A (Italy) is a leading fragrance are requested to check the said list and if any dividend due to joint ventures is given hereunder: ` 17.27 Crores during the previous year. company in Italy serving the whole of Europe. During the year them remains unpaid in the said list, can approach the Company under review, Creative Flavours & Fragrances S.p.A registered

Keva Fragrances Private Limited: s for release of their unpaid dividend. Keva UK Limited: an operating revenue of ` 242.55 crores (including revenue Keva Fragrances Private Limited is involved in the business of Keva UK Limited is authorised by its constitutional documents to from contract manufacturing approx ` 123.81 Crore) as against s Consolidated Financial Statements manufacture and exports of fragrances, flavours and aroma manage the investment of your Company in the Netherlands - ` 279.22 crores during the previous year and a profit of ` 3.87 ingredients. Keva Fragrances Private Limited registered total crores as against ` 2.94 crores during the previous year. The consolidated financial statements of your Company for the PFW Aroma Ingredients B.V. During the year, the Company, which revenue from operations of ` 409.25 Crores in financial year has been holding 84.55% of Keva UK Ltd., has acquired balance financial year 2019-20, are prepared in compliance with applicable Tanishka Fragrance Encapsulation Technologies LLP: 2019-20 as against ` 373.19 Crores in financial year 2018-19 and 15.45% equity stake of Keva UK Limited from Keva Fragrances Pvt. provisions of the Companies Act, 2013, Accounting Standards and loss of ` 11.79 Crores in financial year 2019-20 as against loss of Ltd., a wholly owned subsidiary, increasing the Company’s equity The Company, through Keva Chemicals Pvt. Ltd., step-down as prescribed by Securities and Exchange Board of India (SEBI) ` 8.30 Crores in financial year 2018-19. Increase in exports business stake in Keva UK Ltd. to 100%. Keva UK Limited did not carry any subsidiary of the Company, had acquired Fragrance Encapsulation under Listing Regulations. The consolidated financial statements from EOU Unit has contributed to revenue growth in current year. business during the year. During the year under review, Keva Technology from Tanishka Fragrance Encapsulation Technologies have been prepared on the basis of audited financial statements However, softening of Aroma Ingredients selling prices in current UK Limited did not register any revenue. Loss was ` 0.38 lakhs LLP (“TFET LLP”) in April 2017. During the year under review, no of the Company and its subsidiary companies, as approved by year has brought down margins by 6% coupled with increase in as against loss of ` 0.05 Crores during the previous year. business activity was undertaken by TFET LLP. their respective Board of Directors. provision for doubtful debts, power & fuel expenses and employee Anhui Ruibang Aroma Company Ltd., China: cost resulted in higher loss than previous year. Keva Fragrance Industries Pte. Ltd.: Subsidiaries and Joint Ventures Keva Fragrance Industries Pte. Ltd. was formed to spearhead Headquartered in Fuyang, Anhui is a leading aroma ingredient As on 31 March 2020, the Company had subsidiaries and joint Keva Flavours Private Limited: Keva’s market access and growth plans of South East Asia. It is also Company in China having tonalid manufacturing facility. During ventures in India, United Kingdom, the Netherlands, Italy, Keva Flavours Private Limited develops flavours that underpin a sourcing hub for Keva group and houses a fabric care centre the year, Anhui registered an operating revenue of ` 34.92 crores Singapore, China and Indonesia as mentioned hereunder: food and beverage brands in India. Keva Flavours Private Limited of excellence of the Group. During the year under review, Keva as against ` 28.30 last year and a profit after tax of ` 0.51 crores as Fragrance Industries Pte. Ltd. registered an operating revenue of against a loss of ` 0.70 crores during the previous year. Keva Fragrances Pvt. Ltd. registered a total revenue from operations of ` 136.91 crores in financial year 2019-20 as against ` 49.01 crores in financial year ` 154.53 Crores as against ` 124.56 Crores during the previous Purandar Fine Chemicals Pvt. Ltd. : Keva Flavours Pvt. Ltd. 2018-19. The increase in revenue was mainly on account of sale year and a profit of ` 2.82 Crores as against a profit of ` 4.38 Crores during the previous year. Third party sales increased by approx. During the year under review, Purandar Fine Chemicals Pvt. Ltd. Saiba Industries Pvt. Ltd. of F&F blends which also resulted in improvement of bottom line from loss of ` 4.69 crores in financial year 2018-19 to a loss of 27% as performance was driven by high double-digit growth of registered a total revenue of ` 3.60 crores as against ` 3.88 crores during the previous year and a profit after tax of ` 0.18 crores as Rasiklal Hemani Agencies Pvt. Ltd. ` 1.20 crores in financial year 2019-20. The core flavours segment 34% in Fine Fragrance business. against profit after tax of ` 0.34 crores during the previous year. saw a stable performance with flattish growth. Keva Chemicals Pvt. Ltd. PT SHKKeva Indonesia: Keva Europe BV: Creative Flavours & Fragrances S.p.A, Italy Saiba Industries Private Limited: PT SHKKeva Indonesia is involved in the business of trading and distribution of perfumery compounds. During the year under During the year under review, Keva Europe BV had not Keva UK Ltd., United Kingdom Saiba Industries Private Limited is involved in the business of commenced operations. It registered an income (being other manufacture and sale of plant extracts. During the year under review, PT SHKKeva Indonesia registered an operating revenue of Keva Europe BV, the Netherlands ` 27.29 Crores as against ` 12.02 Crores during the previous year income) of ` 3.26 crores and a loss of ` 1.40 crores during the year. review, Saiba Industries Private Limited registered an operating and a profit after tax of` 0.18 Crores as against a loss of ` 4.93 Keva Fragrance Industries Pte. Ltd., Singapore revenue of ` 0.15 lakhs in the financial year 2019-20 as against Crores during the previous year. Keva Italy Srl: ` 1.73 Crores in financial year 2018-19 and profit of ` 0.14 Crores V N Creative Chemicals Pvt. Ltd. (step-down subsidiary) The Company has incorporated Keva Italy Srl through its wholly in the financial year 2019-20 as against profit after tax of ` 0.27 Keva Chemicals Private Limited: owned subdiary Keva Europe BV on 26 November 2019. Tanishka Fragrance Encapsulation Technologies LLP Crores in financial year 2018-19. Keva Chemicals Private Limited is involved in the business of (step-down subsidiary) Scheme of Merger by Absorption Rasiklal Hemani Agencies Pvt. Ltd.: aroma ingredients. During the year under review, Keva Chemicals PFW Aroma Ingredients B.V., the Netherlands Private Limited registered an operating revenue of ` 0.70 crores The Board of Directors of the Company, at its meeting held on Rasiklal Hemani Agencies Pvt. Ltd. was acquired by the Company (step-down subsidiary) as against ` 0.20 crores last year. Keva Chemicals Private Limited 25 October 2019, had approved Scheme of Merger by Absorption on 02 April 2016 to strengthen the base in the northern region earned a profit after tax of ` 0.65 crores as against a loss of ` 0.27 of three of its wholly owned subsidiaries - Keva Chemicals Private PT SHKKEVA Indonesia, Indonesia (step-down subsidiary) and reach closer to the customers. During the year under review, crores during the previous year. Limited, Saiba Industries Private Limited and Rasiklal Hemani Rasiklal Hemani Agencies Pvt. Ltd. registered an operating Anhui Ruibang Aroma Company Ltd, China Agencies Private Limited - with the Company and their respective revenue of ` 2.28 Crores in the financial year 2019-20 as against (step-down subsidiary) VN Creative Chemicals Private Limited: shareholders and creditors, under the provisions of Section 230 ` 3.03 Crores in financial year 2018-19 and profit after tax of VN Creative Chemicals Private Limited was acquired for building to 232 of the Companies Act, 2013. The application for Merger Keva Italy Srl (step-down subsidiary) ` 3.07 Crores in the financial year 2019-20 as against ` 3.53 Crores Tonalid manufacturing facility at Mahad. During the year under by Absorption has been filed with the National Company Law Purandar Fine Chemicals Pvt. Ltd. (Joint Venture) in financial year 2018-19. review, VN Creative Chemicals Private Limited registered an Tribunal, Mumbai Bench on 15 November 2019.

22 S H Kelkar and Company Limited 23 Annual Report 2019-20

Share Capital The five-year tenure of Mr. Kedar Vaze as a Whole-time Director Annual Evaluation of Board’s Performance In accordance with the Nomination and Remuneration Policy,

and Group Chief Executive Officer of the Company would the Nomination and Remuneration Committee formulates the Financial Statement During the year under review, the Company has bought back Pursuant to the provisions of the Companies Act, 2013 read Statutory R eport conclude on 31 August 2020. The Board would be considering his 33,00,000 fully paid-up equity shares of ` 10/- each of the with Rules issued thereunder and the Corporate Governance criteria for appointment as a Director, Key Managerial Personnel re-appointment, upon his offering himself for such re-appointment, Company at a price of ` 180/- per equity share representing requirements as prescribed by Listing Regulations, the Board has and Senior Management, identifies persons who are qualified for a further period of five years from 01 September 2020. to be Directors and nominates candidates for Directorships 9.96% and 7.17% of the fully paid-up equity share capital and free carried out an annual evaluation of its own performance and that subject to the approval of Board, evaluates the performance of reserves as per the audited standalone and consolidated financial The Executive Director does not receive any remuneration or of its Committees and individual Directors. the individual directors, recommends to the Board, remuneration statements of the Company for the financial year ended 31 March commission from any of its subsidiaries. None of the Directors to Managing Director / Whole-time Directors, ensures that the 2019. The Company has not issued shares with differential voting of the Company has been disqualified to be a Director of The performance of the Board and individual Directors was

remuneration to Key Managerial Personnel, Senior Management s rights nor granted stock options nor sweat equity during the year. the Company on account of non-compliance with any of the evaluated by the Board seeking inputs from all the Directors.

and other employees is based on Company’s overall philosophy s provisions of the Companies Act, 2013. The Independent The performance of the Committees was evaluated by the Board and guidelines and is based on industry standards, linked to Public Deposits Directors have been familiarised with the Company, their roles, seeking inputs from the Committee Members. The Nomination performance of the self and the Company and is a balance of fixed Your Company has not accepted any deposits within the meaning rights and responsibilities in the Company etc. The details of and Remuneration Committee reviewed the performance of the pay and variable pay and recommends to the Board, sitting fees/ of Section 73 of the Companies Act, 2013 read with Companies the Familiarization Programme are available on the website of individual Directors. A separate meeting of Independent Directors commission to the Non-Executive Directors. (Acceptance of Deposits) Rules, 2014 during the year. the Company www.keva.co.in. All the Independent Directors was held to review the performance of Non-Independent have given their declaration of independence as required under Directors, performance of the Board as a whole and performance The remuneration has been paid as per the Nomination and Particulars of Loans Given, Investments Made, Section 149(6) of the Companies Act, 2013. This has been noted of the Executive Directors of the Company. This was followed by Remuneration Policy of the Company. The policy may be accessed Guarantees Given and Securities Provided by the Board of Directors. a Board Meeting that discussed the performance of the Board, its on the website of the Company at www.keva.co.in. Particulars of loans given, investments made, guarantees given Committees and individual Directors. Board Meetings and securities provided as covered under the provisions of Key Managerial Personnel The criteria for performance evaluation of the Board included Section 186 of the Companies Act, 2013 are given in the notes to During the year, 6 (six) Board Meetings were convened and held aspects like Board composition and structure, effectiveness of The Key Managerial Personnel in the Company as per Section the Financial Statements. on 22.05.2019, 10.06.2019, 09.08.2019, 25.10.2019, 07.02.2020 and 2(51) and 203 of the Companies Act, 2013 as on 31 March 2020 18.03.2020. The particulars of attendance of the Directors at the Board processes, information and functioning etc. The criteria are as follows: Contracts or Arrangements with Related Parties said meetings are detailed in the Corporate Governance Report of for performance evaluation of Committees of the Board included the Company, which forms a part of this Report. The intervening aspects like composition of Committees, effectiveness of Particulars of contracts or arrangements with related parties Mr. Kedar Vaze - Whole Time Director and Group Chief gap between the Meetings was within the period prescribed Committee meetings etc. The criteria for performance evaluation referred to in Section 188(1) of the Companies Act, 2013 in the Executive Officer under the Companies Act, 2013 and Listing Regulations. of the individual Directors included aspects on contribution to prescribed Form AOC-2 is appended as Annexure B to this Report. the Board and Committee meetings like preparedness on the Mr. Shrikant Mate - Executive Vice President and Group Chief Financial Officer Directors Meeting of Independent Directors issues to be discussed, meaningful and constructive contribution The Independent Directors of the Company meet without the and inputs in meetings etc. Ms. Deepti Chandratre - Company Secretary & DGM – Legal Mr. Deepak Raj Bindra stepped down as Non-Executive Director presence of the Managing Director or Executive Director or other on 25 October 2019 on account of personal exigencies. Non-Independent Directors. These meetings are conducted in an Nomination and Remuneration Policy Directors’ Responsibility Statement Mr. Mark Elliott was appointed as an Independent Director for a informal and flexible manner to enable the Independent Directors The broad objectives of the Nomination and Remuneration policy term of two years from 15 December 2019. Mr. Dalip Sehgal and In terms of Section 134 (5) of the Companies Act, 2013, the to discuss matters pertaining to, inter alia, review of performance are i) to guide the Board in relation to appointment and removal Ms. Alpana Parida were re-appointed as Independent Directors directors would like to state that: of Non-Independent Directors and the Board as a whole, assess the of Directors, Key Managerial Personnel and Senior Management; for a second term of three and one year(s) respectively from a) In the preparation of the annual accounts, the applicable quality, quantity and timeliness of flow of information between ii) to evaluate the performance of the members of the Board and 09 December 2019. Mr. Jairaj Purandare and Ms. Sangeeta Singh accounting standards have been followed alongwith proper the Company Management and the Board that is necessary for provide necessary report to the Board for further evaluation of the were re-appointed as Independent Directors for a second term explanation relating to the material departures (if any); the Board to effectively and reasonably perform its duties. One Board; c) to recommend to the Board on Remuneration payable to of two and three years respectively from 19 February 2020. The such meeting was held during the year on 18 March 2020. the Directors, Key Managerial Personnel and Senior Management. aforementioned appointment/re-appointments of Independent b) The directors have selected such accounting policies Directors were approved by the Members of the Company and applied them consistently and made judgments and Committees of the Board The guiding principles of the policy are to ensure that: through Special Resolutions passed on 05 December 2019 by estimates that were reasonable and prudent so as to give a The Company has constituted various Board level committees in way of Postal Ballot. In the forthcoming Annual General Meeting, The level and composition of remuneration is reasonable true and fair view of the state of affairs of the Company at the accordance with the requirements of Companies Act, 2013. The Ms. Prabha Vaze will retire by rotation and will be considered for and sufficient to attract, retain and motivate Directors, KMP end of the financial year and of the profit of the Company for Board has the following committees as under: re-appointment because of her eligibility. and senior management of the quality required to run the the year under review; Audit Committee Company successfully; Mr. Ramesh Vaze, 79 years, stepped down as Managing Director c) The directors have taken proper and sufficient care for the Nomination & Remuneration Committee Relationship of remuneration to performance is clear and of the Company with effect from close of working hours of maintenance of adequate accounting records in accordance meets appropriate performance benchmarks; and 31 August 2019. He was appointed as Non-Executive Director and Corporate Social Responsibility Committee with the provisions of this Act for safeguarding the assets of Chairman of the Board with effect from 01 September 2019 by Remuneration to Directors, Key Managerial Personnel and the Company and for preventing and detecting fraud and Stakeholders’ Relationship Committee the Members of the Company through Special Resolution passed Senior Management involves a balance between fixed and other irregularities; on 12 July 2019 by way of Postal Ballot. He continues to guide Details of the above Committees alongwith composition and incentive pay reflecting short and long term performance the Company and mentor the leadership team in his capacity as meetings held during the year under review are provided in the objectives appropriate to the working of the Company and d) The directors have prepared the annual accounts on a going Non-Executive Director and Chairman of the Board. Corporate Governance Report forming part of this Report. its goals. concern basis;

24 S H Kelkar and Company Limited 25 Annual Report 2019-20

e) The directors have laid down internal financial controls to processes have been set up to provide reasonable assurance on Company has a gender neutral policy on prevention of sexual In an unprecedented global pandemic of COVID - 19, Keva has

be followed by the company and that such internal financial effectiveness and efficiency of its operations, reliability of financial harassment at workplace and framework for employees to report been complimenting every step along with the government Financial Statement Statutory R eport controls are adequate and are operating effectively; and reporting and compliance with applicable laws and regulations. sexual harassment cases at workplace and its process ensures and customers to deal effectively with the emergency situation. The compliance with these processes is ingrained into the complete anonymity and confidentiality of information. An On one hand the financial aid has been contributed to PM Cares f) The directors have devised proper system to ensure management review process. Moreover, the Company regularly Internal Complaints Committee (ICC) has been constituted in Fund and Chief Minister Relief Fund and on the other hand we compliance with the provisions of all applicable laws and reviews them to ensure both relevance and comprehensiveness. line with the provisions of the Sexual Harassment of Women at are partnering with our customers in providing healthcare that such systems are adequate and operating effectively. Workplace (Prevention, Prohibition and Redressal) Act, 2013 and solutions - Cleansing, Hygiene and Sanitizers. The organisation continuously assesses effectiveness of its the rules thereunder. On an ongoing basis, Keva’s employees and internal controls across multiple functions and locations through During the year, the Company has spent ` 1.73 Crore on CSR Statutory Auditors managers are oriented on creating a safe and conducive work s extensive internal audit exercises that deploy an amalgam of activities. An amount of ` 0.05 Crore was contributed after the Your Company’s Auditors, B S R & Co. LLP [holding Registration No. culture. During the year, no complaints with allegations of sexual s modern and traditional audit tools. The internal audit programme end of FY 2019-20 but pertained to CSR budget for FY 2019-20. 101248W/W-100022 with the Institute of Chartered Accountants harassment were reported. is reviewed by the Audit Committee to ensure comprehensive ` of India (ICAI)] were re-appointed as the Statutory Auditors at the Total amount spent in respect of CSR for FY 2019-20 is thus 1.78 63rd Annual General Meeting of the Company held on 09 August coverage of the areas. Corrective actions, if any, are taken Stock Appreciation Rights Scheme Crore. The Annual Report on CSR activities is annexed herewith th promptly by the respective functions. marked as Annexure E. 2019 for a term of two years until the conclusion of 65 Annual In terms of SEBI (Share Based Employee Benefits) Regulations, General Meeting to be held in 2021. Risk Management 2014, as amended from time to time, the Nomination and Conservation of Energy Remuneration Committee of the Board, inter alia, administers and As with any business, Keva operates in an environment that is filled Your Company has always considered energy and natural resource The Auditors’ Report on the financial statements of the Company monitors the SH Kelkar Stock Appreciation Rights Scheme, 2017 with volatility, uncertainty, complexity and ambiguity. Hence, conservation as a focus area. Though the Company’s operations forms part of the Annual Report. The same is unqualified and of your Company. when read with notes on financial statements, is self- explanatory, Keva maintains a robust and disciplined focus on operational involve low energy consumption, the Company has always been excellence and effective risk management. This enables Keva to conscious of the need for conservation of energy and has been and hence, does not call for any further comments under Section Your Company had lent ` 75 Crore to SH Kelkar Employee Benefit understand and manage risks, which in turn leads to achieving sensitive in making progress towards this end. Energy efficiency 134 of the Companies Act, 2013. Trust (“Trust”) for making secondary acquisition of equity shares, its objectives. improvement initiatives have been implemented across all the subject to statutory ceilings. Total 33,73,663 equity shares have Cost Auditors Units and offices by undertaking various energy and resource Keva has a well-defined risk management framework in place been purchased by the Trust of which 67,234 equity shares had conservation projects for sustainable development. In terms of Section 148 of the Companies Act, 2013 read with the and a robust organizational structure for managing and reporting been tendered in buy-back. As on 31 March 2020, Trust held Companies (Cost Records and Audit) Amendment Rules, 2014, risks. There is an overarching risk management policy in place 33,06,429 equity shares representing 2.3% of the paid-up share Some of the measures adopted across the Company for energy M/s. Kishore Bhatia & Associates, Cost Accountants, have been that was reviewed and approved by the Board. The major risks capital of the Company. conservation are as under: appointed as the Cost Auditors of the company for financial year identified by the businesses and functions are systematically 2020-21. Cost records as specified by the Central Government addressed through mitigating actions on a continuing basis. The disclosures in compliance with SEBI (Share Based Employee Replacement of reciprocating compressor by new energy under sub-section (1) of section 148 of the Companies Act, 2013, Benefits) Regulations, 2014, and Section 62 (1)(b) read with Rule efficient noiseless screw compressor as required to be maintained by the Company had been made Vigil Mechanism 12(9) of the Companies (Share Capital & Debentures) Rules, 2014 Use of PNG fuel in canteens instead of LPG and maintained during the year. The Company promotes ethical behaviour in all its business are set out in Annexure D. activities and in line with the best governance practices, has Installation of solar power generation units at Mulund and Secretarial Audit implemented Vigil Mechanism through Whistle Blower Policy and Corporate Social Responsibility Vashivali Units Pursuant to the provisions of Section 204 of the Companies Act, Fraud Risk Management Policy. The policies provide for adequate Your Company has been a firm believer that each and every Installation of Energy Efficient LED lights in place of safeguards against victimisation of persons who use such 2013 and the Companies (Appointment and Remuneration of individual including an artificial person owes something to conventional lights mechanism and make provision for direct access to the Chairman Managerial Personnel) Rules, 2014, the Company has appointed the society at large. Your Company adopted a comprehensive M/s. Mehta & Mehta, Practising Company Secretaries, as its of the Audit Committee. The Audit Committee periodically Introduction of auto on-off system of exhaust fan in reviews the status of complaints received under this policy on a CSR Policy that defines the framework for your Company’s CSR Secretarial Auditor to undertake the secretarial audit for the lift rooms quarterly basis. Programme. The CSR Policy may be accessed on the Company’s financial year 2020-21. website at the link: www.keva.co.in. Use of light sensors for street lights The policy may be accessed on the website of the Company at www.keva.co.in. During the year under review, no protected Motion sensor for wash room passage The Secretarial Audit Report for the financial year ended The Company focuses on areas like environmental sustainability, disclosure from any Whistle Blower was received by the 31 March 2020 is annexed herewith as Annexure C to this Report. conservation of energy, child education and empowerment, Installation of Solar day light reflector for better illumination designated officer. The Secretarial Audit Report contains a remark that e-Form equipping and upgradation of educational infrastructure set-up on the shop floor MGT-14 had not been filed for approval of Buy-back of shares by with an aim to provide improved and advanced education system, Going Concern Status The capital expenditure on energy conservation during the year the Board pursuant to Section 117(3)(g) of the Companies Act, support visually challenged people through perfumery trainings 2013. The Directors wish to confirm that the Company has initiated During the year under review, no significant or material orders were under review was not substantial. and employability and rural development. It also partners in relief the process of filing the said form and seeking condonation of passed by the Regulators or Courts or Tribunals which may impact operations in rural areas in case of natural calamity or disaster. delay from the Central Government in this regard. the going concern status and Company’s operations in future. Environment, Health and Safety Keva has been actively partnering towards responding and Your Company’s ethos of environment protection and Internal Control Systems Disclosure on Sexual Harassment of Women at combating disasters in a timely manner and engaging with the conservation of natural resources is based on the belief that nature Keva has implemented adequate internal controls and processes Workplace affected communities. In collaboration with NGO – Goonj, Keva’s is a precious endowment to humanity. Keva’s approach towards that are commensurate with the nature of business, and size The Company is committed to providing a safe and conducive employees actively volunteer to donate various relief materials to protecting the surroundings is guided by internal policies and and complexity of its operations. Appropriate internal control work environment to all of its employees and associates. The the flood hit areas in UP and Bihar. applicable external standards. To benchmark our environmental

26 S H Kelkar and Company Limited 27 Annual Report 2019-20

management system, Keva has been progressively adopting Various measures being taken by the Company to ensure towards engaging and motivating employees with introduction The Company’s robust IT infrastructure includes:

environmental protocols, adhering to leading certification and health and safety of its employees in light of COVID- 19 pandemic of a host of initiatives throughout the year. Financial Statement Centralised ERP system based on SAP – it is capable of Statutory R eport abiding to applicable environmental legislations. are as under: covering business functions across finance, inventory As a part of creating a better employee experience, Keva had Daily disinfection of units management, procurement and logistics. At Keva, our people are our greatest asset, and their safety, health, launched ‘Pratibimb’ - a company-wide employee feedback survey Thermal screening during entry and exit and well-being is of utmost importance to us. Your Company to give Keva an opportunity to hear from its employee as it designs Qlikview - it provides a wide array of data analysis facilities. undertakes various programmes to promote safety measures Social distancing norms followed strictly at workplace and next level people centric and progressive impactful HR policies. at its manufacturing facilities to ensure no injury or accident. In during travel Sarathi – a Coaching initiative, a stepping stone towards creating Cupid – it is a homegrown ERP application for a Customer addition to workplace safety, great emphasis is placed on the s Provision of hand sanitizers at workplace a coaching culture at Keva, has an internal community of certified Project Integrated Development Process which provides a health and well-being of employees. coaches, recognized by International Coaching Federation and is state of the art solution for project management. s Meetings arranged through audio / audio-visual modes focused towards grooming and nurturing Keva's talent. During the year, the Company’s facility at Mahad successfully Medical Screening by Medical Officer of the organisation BMango – it is a customer project management application passed the ISO certifications for Environment Management Through LeAP (Leadership Advancement Program) – Keva’s Global for flavours. Tie-up with hospitals authorized to treat the COVID-19 System and the OHSAS (Safety) Management System. Keva Talent Management Program and LEAD (Leveraging Elearning for Patients has continually improved its safety preparedness by acquiring Accelerated Development) programs, Keva has been continuously Success Factors – it is a cloud based online system which building and developing its talent pool. Top performers and high stringent certifications like HACCP for food safety, Integrated Innovation is a single HR platform through which employees across Management System for environment and occupational safety to achievers are recognized for their exemplary performance though the globe have an easy access to HR related information Innovation is Keva’s principal business driver. Keva competes with name a few at its various facilities. Keva’s facilities at Vashivali and Keva Star - Keva’s Global Employee Recognition Program. viz. policies, newsletters, news flash, team information, itself in creating progressively better flavours and fragrances. Mulund were recently honoured by the National Safety Council Performance Development Process, Learning and Keva’s robust Discovery & R&D teams focus on the development PACT – Promise of Accountability, Commitment and Teamwork - is for adopting best safety practices and for having completed 3 Development and other HR processes on real time basis. of novel molecules, technologies and sensory solutions. Keva’s an exclusive program through which Keva is providing holistic and consecutive years without any reportable accident at the facilities. Creative Centres at Amsterdam, Jakarta, Mumbai, Singapore and differentiated engagement plan and learning opportunities to its Cloud CRM (Customer Relationship Management) – it is Keva’s ingredients and extraction facility at Vapi has also been Milan (CFF) are continuously striving for innovative creations high performing employees to accelerate their career growth. a solution to empower the sales team with cutting edge certified with ISO 14001 and ISO 45001. through research activities. Keva has also established a Food technology on the go to manage customer engagements. Innovation Centre in Mumbai last year. Disclosures with respect to the remuneration of Directors, Various EHS initiatives taken by Keva are as under: Key Managerial Personnel and employees as required under K4C (Keva4Customer) application – with this application, the Expenditure on R & D and creative development during the year Improvement carried out in Rain water Harvesting system section 197 of the Companies Act, 2013 read with Rule 5 (1) of business is able to oversee sales projects on real time basis under review was ` 44.04 Crores on standalone basis and ` 56.68 at Vashivali Unit which led to 50% reduction in raw water the Companies (Appointment and Remuneration of Managerial and keep track of its sales. Crores on consolidated basis. consumption Personnel) Rules, 2014 are given in Annexure F to this Report. Details of employee remuneration as required under provisions of Extract of Annual Return Improvement carried out in boiler oil pre-heating system Foreign Exchange Earnings and Outgo section 197 of the Companies Act, 2013 read with Rule 5(2) & 5(3) The details forming part of the extract of the Annual Return in Form which saved 5.5 ton FO per annum The foreign exchange earned in terms of actual inflows during of Companies (Appointment and Remuneration of Managerial MGT- 9 in accordance with Section 92(3) of the Companies Act, the financial year 2019-20 was ` 21.70 Crores as against ` 30.18 Robotic firefighting systems installed at Mahad Personnel) Rules, 2014 also forms part of this Report. However, as 2013 read with the Companies (Management and Administration) Crores in financial year 2018-19 on a standalone basis. The foreign per the provisions of Section 136 of the Companies Act, 2013, the Rules, 2014, are set out herewith as Annexure G to this Report. Implementation of online incident reporting system at exchange outgo in terms of actual outflows during the financial Mulund Unit. Accident Incident Management System (AIMS) year 2019-20 was ` 106.76 Crores as against ` 217.96 Crores in report and accounts are being sent to the Members and others is an integrated online application system for capturing financial year 2018-19 on a standalone basis. The foreign exchange entitled thereto, excluding the said information which is available Awards and Recognition records of accidents and incidents at Corporate office and earned in terms of actual inflows during the financial year 2019-20 for inspection by the Members at the Registered Office of the Keva Fragrances Pvt. Ltd., a wholly owned subsidiary of the Plant locations was ` 534.37 Crores as against ` 489.27 Crores in financial year Company during business hours on working days of the Company Company, was honoured with Certificate of Merit in competition 2018-19 on a consolidated basis. The foreign exchange outgo up to the date of the ensuing Annual General Meeting. If any for “Best Safety Practices” organized by National Safety Council- Installation of foodie machines at Mulund and Vashivali in terms of actual outflows during the financial year 2019-20 Member is interested in obtaining a copy thereof, such Member Maharashtra Chapter to recognise the zero accident frequency Units which convert waste food into manure was ` 505.46 Crores as against ` 631.60 Crores in financial year may write to the Company Secretary in this regard. rate during the last three years in its facility Mulund, Mumbai. Installation of Reverse Osmosis Plant and Multi Effect 2018-19 on a consolidated basis. Evaporator Industrial Relations Confirmations Human Resources In 2019-20, your Company has continued to maintain amicable There has been no change in the nature of business of the Production of recycled paper at Vashivali Unit from plant Keva has been able to galvanize its human resource to become industrial relation footprint by focusing on increased worker level Company during the Financial Year 2019-20. wastes and use of the same within the organization more agile, leverage change, be customer centric and win in the engagement through formal and informal communication and Participation of employees in Environment, Health & Safety market. Keva’s people architecture, HR systems and processes are training forums. A peaceful, Long Term Settlement was executed During the Financial Year 2019-20, there were no significant and trainings organised by National Safety Council designed to enhance employee capability, engagement, vitality at Keva's manufacturing unit at Vashivali in December 2019. material orders passed by the regulators or Courts or Tribunals and well-being so as to ensure that its employees add superior which can adversely impact the going concern status of the Celebration of Road Safety Week, National Safety Week, Fire value - value which will help Keva’s businesses stay ahead of Company and its operations in future. Service Week, World Environment Day Information Technology competition and simultaneously work towards enabling the IT systems are the backbone which support timely decisions Annual Health Check-up was organized for the employees Company to achieve its growth plans. Keva has been working There have been no instances of frauds reported by the through conversion of data into actionable information. auditors under Section 143(12) of the Companies Act, 2013 and

28 S H Kelkar and Company Limited 29 Annual Report 2019-20 - - - the Rules framed thereunder, either to the Company or to the Cautionary Statement 100 5.87 4.38 0.01 2020 78.18 83.46 (1.40) (1.40) (1.49) Financial Statement 15 Statutory R eport

Central Government. B.V.

Statements in the Annual Report, including those which relate to Keva Europe Europe Management Discussion and Analysis, describing the Company’s 31 March - - - Kedar Vaze Kedar

There have been no material changes and commitments affecting objectives, projections, estimates and expectations, may 50 0.18 0.11 0.29 3.60 0.88 1.48 0.59 0.01 2020 DIN: 00511325 14 the financial position of the Company which have occurred constitute ‘forward looking statements’ within the meaning of Fine Pvt Ltd. Purandar Purandar Chemicals Chemicals applicable laws and regulations. Although the expectations are 31 March between the the period from 31 March 2020 and the date of this (Currency: ` in crores) based on reasonable assumptions, the actual results might differ. - 0.51 0.21 0.72 0.99 2.73 10.4 9.96

Board’s Report. 2020 34.92 32.01 28.29 66.67 $ 13 Ltd. Anhui Anhui Ruibang s Aroma Co. Co. Aroma Acknowledgements 31 March - The Company has complied with the applicable provisions of s 31 51

Your Directors would like to thank all stakeholders, namely Officer & Chief Executive Director 3.87 2.14 6.02 2019 13.51 15.98 78.21 Secretarial Standard – 1 and Secretarial Standard – 2 relating 79.88 12 242.55 135.74 165.22

customers, shareholders, dealers, suppliers, bankers, employees S.p.A Creative Creative Flavours & Flavours Fragrances Fragrances to ‘Meetings of the Board of Directors’ and ‘General Meetings’, and all other business associates for the continuous support December - - - - - 51 respectively issued by Institute of Company Secretaries of India. given by them to the Company and its Management. $ 2020 *0.00 *0.00 *0.00 *0.00 *0.00 *0.00 11 LLP 31 March 31 March Tanishka Tanishka Fragrance Fragrance Technologies Technologies For and on behalf of the Board of Directors of Encapsulation - - S H Kelkar and Company Limited - 31 100 8.54 3.29 0.01 2020 11.83 16.32 10 VN CIN: L74999MH1955PLC009593 March 124.05 130.19 146.53 Private Limited Creative Creative Chemicals Chemicals DIN: 00509751 Ramesh Vaze & ChairmanDirector - - Ramesh Vaze Kedar Vaze - 31 100 0.65 0.07 0.58 0.70 0.45 4.39 4.03 2020 9 (0.09) Mumbai Director & Chairman Director & Chief Executive Officer March Keva Private Limited 26 May 2020 DIN: 00509751 DIN: 00511325 Chemicals # - 100 0.18 0.55 0.73 2020 27.29 13.43 19.04 18.14 8 (12.52) P T 0.0046 0.0050 SHKKEVA SHKKEVA 31 March 31 March Indonesia - 100 # 7.13 0.12 2020 37.44 83.46 78.18 7 BV 131.94 144.61 182.16 (22.15 ) (29.28 ) 31 March 31 March Ingredients Ingredients PFW Aroma PFW Aroma

# FORM AOC 1 FORM AOC Annexure A Annexure 100 2.82 0.94 3.76 5.46 7.85 2020 45.76 52.92 51.13 6 187.42 154.53 200.72 Keva Pte Ltd Fragrance Fragrance Industries 31 March 31 March - - # 31 100 0.03 7.21 2020 *0.00 *0.00 5 27.68 27.75 18.55 93.37 88.23 March March Keva UK Keva Limited - - - 100 3.07 1.08 4.14 2.28 3.89 0.25 2020 47.91 43.77 4 read with Rule 5 of the Companies (Accounts) Rules, 2014] Rules, (Accounts) with Rule 5 of the Companies read Private Limited Rasiklal Hemani Agencies Agencies 31 March 31 March - - - - 100 9.67 0.14 7.55 0.22 2020 17.45 (0.17 ) (0.03 ) 3 Saiba Private 31 March 31 March Limited Industries [pursuant to first proviso to sub-section Act first proviso (3) of section to Companies 2013, [pursuant 129 of the

- - - 100 0.22 2020 41.35 (1.20) (0.25) (1.45) 2 136.91 105.37 146.94 Keva Private Limited Flavours Flavours 31 March 31 March - - 100 9.45 7.43 2020 (2.34) 10.81 1 329.99 208.21 557.32 341.67 (11.79) Keva Private Limited Statement containing the salient features of the financial statements of subsidiaries/ associate companies/ joint ventures companies/ joint of subsidiaries/ associate of the financial statements features the salient containing Statement 31 March 31 March Fragrances Fragrances ^ % of shareholding Profit / (loss) after Profit taxation Provision for taxation taxation for Provision Profit / (loss) before / (loss) before Profit taxation Turnover Turnover Investment Total Liabilities Total Total assets Total Reserves & Surplus Share Capital Capital Share Exchange rate rate Exchange ended) ( ` ) (year rate Exchange Rate) ( ` ) (Average Sr. No. Sr. ended Period Financial Name of the subsidiary Representing aggregate % of shares held by the Company and /or its subsidiaries the Company held by % of shares aggregate Representing Share of capital contribution Share Adjusted to align with group accounting policies accounting with group align to Adjusted *Less than ` 0.01 crore *Less ^ # $ Date: 26 May 2020 26 May Date: Place: Mumbai Place:

30 S H Kelkar and Company Limited 31 Annual Report 2019-20

Annexure B Annexure C Financial Statement

FORM AOC 2 FORM MR-3 Statutory R eport Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in SECRETARIAL AUDIT REPORT sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto FOR THE FINANCIAL YEAR ENDED MARCH 31, 2020 [(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 [Pursuant to Section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] Details of contracts or arrangements or transactions not at Arm’s length basis: Nil Details of contracts or arrangements or transactions at Arm’s length basis: To, (v) The following Regulations and Guidelines prescribed s (Currency: ` in crores) s Name of related party Nature of relationship Duration of contract Salient terms Amount Members under the Securities and Exchange Board of India Act, 1992 Rent income: S H Kelkar and Company Limited, (‘SEBI Act’):- Keva Fragrances Pvt Ltd Subsidiary 3 years As per Agreement 3.51 Devkaran Mansion, Keva Flavours Pvt Ltd Subsidiary 3 years As per Agreement 0.65 (a) The Securities and Exchange Board of India (Substantial 36 Mangaldas Road, Rent paid: Acquisition of Shares and Takeovers) Regulations, 2011; Keva Constructions Pvt Ltd Common Directors 3 years As per Agreement 5.25 Mumbai - 400002. Saiba Industries Pvt Ltd Subsidiary 5 years As per Agreement 0.88 (b) The Securities and Exchange Board of India (Prohibition Keva Fragrance Industries Pte Ltd Subsidiary 5 years As per Agreement 0.96 We have conducted the secretarial audit of the compliance Sale of goods: of Insider Trading) Regulations, 2015; Keva Fragrances Pvt Ltd Subsidiary ongoing As per Transfer Pricing Guidelines 68.46 of applicable statutory provisions and the adherence to good Keva Flavours Pvt Ltd Subsidiary ongoing As per Transfer Pricing Guidelines 95.85 corporate practices by S H Kelkar and Company Limited (c) The Securities and Exchange Board of India (Issue of Keva Chemicals Pvt Ltd Subsidiary ongoing As per Transfer Pricing Guidelines 0.02 (hereinafter called “the Company”). Secretarial audit was Capital and Disclosure Requirements) Regulations, Keva Aromatics Pvt Ltd Common Directors ongoing As per Transfer Pricing Guidelines 0.07 Purchase of goods: conducted in a manner that provided us a reasonable basis for 2018 (during the period under review not applicable to Keva Fragrances Pvt Ltd Subsidiary ongoing As per Transfer Pricing Guidelines 54.69 evaluating the corporate conducts / statutory compliance’ and the Company); Keva Flavours Pvt Ltd Subsidiary ongoing As per Transfer Pricing Guidelines 1.50 expressing our opinion thereon. Keva Chemicals Pvt Ltd Subsidiary ongoing As per Transfer Pricing Guidelines 0.68 (d) The Securities and Exchange Board of India (Share VN Creative Chemicals Pvt Ltd Subsidiary ongoing As per Transfer Pricing Guidelines 10.85 Purandar Fine Chemicals Pvt Ltd Joint Venture ongoing As per Transfer Pricing Guidelines 0.24 Based on our verification of the Company’s books, papers, Based Employee Benefits) Regulations, 2014; Keva Fragrance Industries Pte Ltd Subsidiary ongoing As per Transfer Pricing Guidelines 74.72 minutes books, forms and returns filed and other records Keva Biotech Pvt Ltd Common Directors ongoing As per Transfer Pricing Guidelines 0.01 maintained by the Company and also the information (e) The Securities and Exchange Board of India (Issue and Keva Aromatics Pvt Ltd Common Directors ongoing As per Transfer Pricing Guidelines 1.48 Listing of Debt Securities) Regulations, 2008 (during the Salary Cross Charge -Income: provided by the Company, its officers, agents and authorized Keva Fragrances Pvt Ltd Subsidiary ongoing As per Transfer Pricing Guidelines 1.45 representatives during the conduct of secretarial audit, we period under review not applicable to the Company); Keva Flavours Pvt Ltd Subsidiary ongoing As per Transfer Pricing Guidelines 0.47 hereby report that in our opinion, the Company has, during VN Creative Chemicals Pvt Ltd Subsidiary ongoing As per Transfer Pricing Guidelines 0.74 the audit period covering the financial year ended on 31 March (f) The Securities and Exchange Board of India (Registrars Keva Constructions Pvt Ltd Common Directors ongoing As per Transfer Pricing Guidelines 0.04 to an Issue and Share Transfer Agents) Regulations, PFW Aroma Ingredients B.V Subsidiary ongoing As per Transfer Pricing Guidelines 0.73 2020, complied with the statutory provisions listed hereunder 1993 regarding the Companies Act and dealing with Saiba Industries Pvt Ltd Subsidiary ongoing As per Transfer Pricing Guidelines 0.00* and also that the Company has proper Board processes and Rasiklal Hemani Agencies Pvt Ltd Subsidiary ongoing As per Transfer Pricing Guidelines 0.00* client (during the period under review not applicable compliance mechanism in place to the extent, in the manner Salary Cross Charge -Expenses: to the Company); Keva Europe BV Subsidiary ongoing As per Transfer Pricing Guidelines 3.32 and subject to the reporting made hereinafter. Purchase of Scrap/Fixed Assets: (g) The Securities and Exchange Board of India (Delisting Keva Chemicals Pvt Ltd Subsidiary ongoing As per Transfer Pricing Guidelines 0.66 We have examined the books, papers, minute books, forms and Perfumary Cross Charge Paid: of Equity Shares) Regulations, 2009 (during the period returns filed and other records maintained by the Company for PFW Aroma Ingredients B.V Subsidiary ongoing As per Transfer Pricing Guidelines 1.07 under review not applicable to the Company); and Trading Activity: the financial year ended on 31 March 2020 according to the Keva Fragrance Industries Pte Ltd Subsidiary ongoing As per Transfer Pricing Guidelines 3.31 provisions of: Brokerage & Commission paid (h) The Securities and Exchange Board of India (Buyback of Rasiklal Hemani Agencies Pvt Ltd Subsidiary ongoing As per Transfer Pricing Guidelines 2.28 (i) The Companies Act, 2013 (‘the Act’) and the rules made Securities) Regulations, 2018; Processing Charges paid: thereunder; Keva Fragrances Pvt Ltd Subsidiary ongoing As per Transfer Pricing Guidelines 0.74 We have examined compliance with the applicable clauses of the Royalty Expense: Keva Fragrances Pvt Ltd Subsidiary ongoing As per Transfer Pricing Guidelines 16.47 (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and following: Royalty Income: the rules made thereunder; VN Creative Chemicals Pvt Ltd Subsidiary ongoing As per Transfer Pricing Guidelines 3.95 a) Secretarial Standards issued by the Institute of Company Keva Fragrances Pvt Ltd Subsidiary ongoing As per Transfer Pricing Guidelines 0.90 Secretaries of India. Development & Research Charges - (iii) The Depositories Act, 1996 and the Regulations and Bye- Expenses: laws framed thereunder; b) Securities and Exchange Board of India (Listing Obligations PFW Aroma Ingredients B.V Subsidiary ongoing As per Transfer Pricing Guidelines 12.53 and Disclosure Requirements) Regulations, 2015. * less than ` 0.01 Cr Ramesh Vaze Kedar Vaze (iv) Foreign Exchange Management Act, 1999 and the rules and Mumbai Director & Chairman Director & Chief Executive Officer regulations made there under to the extent of Foreign Direct The Company has complied with the provisions of Act, Rules, 26 May 2020 DIN: 00509751 DIN: 00511325 Investment Overseas Direct Investment; Regulations, Guidelines etc. mentioned above except for e-Form

32 S H Kelkar and Company Limited 33 Annual Report 2019-20

MGT-14 not filed for approval of Buy-back of shares by the board 2. The Company bought back 33,00,000 (Thirty Three Lakhs

pursuant to Section 117(3)(g) of the Act however the Company is Annexure A Financial Statement Only) fully paid-up equity shares of face value ` 10/- at a Statutory R eport in the process of filing the said form and seeking condonation of price of ` 180 per share on 07 August 2019. delay from the Central Government in this regard; To, 4) Wherever required, we have obtained the Management 3. The Board of Directors at its meeting held on 25 October We further report that: S H Kelkar and Company Limited, representation about the compliance of laws, rules and 2019 approved the scheme of merger by absorption of Keva Devkaran Mansion, regulations and happening of events etc. The Board of Directors of the Company is duly constituted with Chemicals Private Limited, Saiba Industries Private Limited 36 Mangaldas Road, proper balance of the Executive Directors, Non-Executive Directors 5) The compliance of the provisions of corporate laws, rules, and Rasiklal Hemani Agencies Private Limited (together Mumbai - 400002. s and Independent Directors. The changes in the composition of the

regulations, standards is the responsibility of management. s Board of Directors that took place during the period under review referred to as “Transferor Companies”) with the Company Our report of even date is to be read along with this letter. Our examination was limited to the verification of procedures were carried out in compliance with the provisions of the Act. (“Transferee Company”) and their respective shareholders and creditors, under the provisions of Section 230 to 232 on test basis. 1) Maintenance of secretarial record is the responsibility of Adequate notice is given to all directors to schedule the Board of the Companies Act 2013. The application for merger was Meetings, agenda and detailed notes on agenda were sent at the management of the Company. Our responsibility is to 6) The secretarial audit report is neither an assurance as to filed with National Company Law Tribunal, Mumbai Bench least seven days in advance, and a system exists for seeking and express an opinion on these secretarial records based on the future viability of the Company nor of the efficacy or (NCLT) on 15 November 2019. NCLT, vide its order dated obtaining further information and clarifications on the agenda our audit. effectiveness with which the management has conducted items before the meeting and for meaningful participation at 18 March 2020, has dispensed the requirement of convening the affairs of the Company. the meeting. meetings of shareholders and creditors of the Transferor 2) We have followed the audit practices and processes as Companies as also the Transferee Company. were appropriate to obtain reasonable assurance about the For Mehta & Mehta, Majority decision is carried through while the dissenting members’ correctness of the contents of the secretarial records. The Company Secretaries views are captured and recorded as part of the Minutes. 4. The Board of Directors declared an interim dividend on verification was done on test basis to ensure that correct (ICSI Unique Code P1996MH007500) 18 March 2020 at the rate of ` 0.95 paise per equity share facts are reflected in secretarial records. We believe that the We further report that there are adequate systems and processes Ashwini Inamdar on 14,13,20,801 fully paid-up equity shares of face value of processes and practices we followed provide a reasonable in the company commensurate with the size and operations of basis for our opinion. Partner ` 10/- each for the financial year 2019-20. the company to monitor and ensure compliance with applicable FCS No: 9409 laws, rules, regulations and guidelines. 3) We have not verified the correctness and appropriateness of Place: Mumbai CP No.: 11226 Note: This Report is issued on the basis of information/documents/ financial records and Books of Accounts of the Company. Date: 26 May 2020 UDIN : F009409B000279723 We further report that during the audit period the Company had material etc. (‘data’). seen /verified/ made available to us. However the following specific events / actions having a major bearing on due to the current lockdown situation under COVID-19 some the Company’s affairs in pursuance of the above referred laws, of the data was made available to us in electronic form by the rules, regulations, guidelines, standards, etc. Secretarial Team of the Company and such data will be verified 1. The members of the Company vide Postal Ballot notice physically after the lockdown is lifted. dated 07 June 2019 approved the following: For Mehta & Mehta, Material related party transaction involving payment Company Secretaries of royalty/license fees by the Company to any of (ICSI Unique Code P1996MH007500) its subsidiaries being related parties, for use of the intellectual property rights (being trademarks, patents, technical know-how etc.) belonging to its subsidiaries. Ashwini Inamdar Partner Increase the limits available for making investments / FCS No: 9409 extending loans and giving guarantees or providing Place: Mumbai CP No.: 11226 securities in connection with loan(s) to Person(s) / Bodies Corporate(s) shall not exceed a sum of ` 450 Date: 26 May 2020 UDIN : F009409B000279723 Cr (Rupees Four Hundred & Fifty Crores) over and above the limit prescribed under Section 186(2) of the Note: This report is to be read with our letter of even date which is annexed Companies Act 2013. as ‘ANNEXURE A’ and forms an integral part of this report.

34 S H Kelkar and Company Limited 35 Annual Report 2019-20

Annexure D 4. STARs movement during the year Financial Statement Details related to STAR Particulars Statutory R eport SH Kelkar Stock Appeciation Rights Scheme 2017 Number of STARs outstanding at the beginning of the year 10,26,403 Number of STARs granted during the year 22,80,026 [Pursuant to Section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] Number of STARs forfeited/lasped during the year 1,50,000 Number of STARs vested during the year 10,26,403 Number of STARs exercised/settled during the year - 1. Description of each Stock Appreciation Rights (STAR) Scheme that existed any time during the year, including the general Number of STARS outstanding at the end of the year 21,30,026 s terms and conditions of each STAR scheme - Number of STARS exercisable at the end of the year - s a. Date of Shareholders' approval 01 November 2017 5. Employee-wise details (name of employee, designation, number of STARs granted during the year, exercise price) of STAR The SH Kelkar Stock Appreciation Rights Scheme 2017 a. Senior Managerial Personnel 22,80,026* ("Scheme") was initially approved by the Board of Directors b. any other employee who receives a grant in any one year of Nil of the Company on 10 August 2017. The same had been amounting to 5% or more of STAR granted during that year; approved by the Shareholders on 01 November 2017 through and postal ballot exerceise. The Nomination and Remuneration c. identified employees who were granted STAR, during any Nil Committee ("NRC") of the Board has been authorized for one year, equal to or exceeding 1% of the issued capital the implementation of the said scheme and vested with the (excluding outstanding warrants and conversions) of the power of administering and supervising the Scheme. company at the time of grant. b. Total number of shares approved under the STAR Scheme The maximum aggregate number of equity shares to be 6. Disclosures in respect of grants made in three years prior to Not Applicable acquired from the secondary market by SH Kelkar Employee IPO under each STAR scheme untill all STARs granted in the Benefit Trust (“Trust”) in a financial year and thereby the Units three years prior to the IPO have been exercised or have lapsed, that may be granted in a financial year under the Scheme disclosures of the information specified above in respect of such shall not exceed the limit as specified under Regulation 3(10) STARs shall also be made. of the SBEB Regulations. B Details related to Trust c. Vesting requirements As may be determined by the NRC as per the Scheme 1. The following details, inter alia, in connection with the transactions made by the Trust meant for the purpose of administering the scheme under the regulations are to be disclosed: d. STAR price or pricing formula STAR Price means the product of the number of shares bought Particulars by the Trust during each spell and the price of each share Name of the Trust SH Kelkar Employee Benefit Trust divided by the total number of shares bought by the Trust Details of the Trustee(s) Barclays Wealth Trustees (India) Private Limited during such spell. It is clarified herein that the price of each share while arriving the STAR Price, shall take into account Amount of loan disbursed by the company/any company in the Nil group, during the year all the costs relating to the acquisition of shares, including Amount of loan outstanding (repayable to company/any ` 75,00,00,000 but not limited to the applicable securities transaction tax, company in the group) as at the end of the year brokerage and other incidental administrative expenses. Amount of loan, if any, taken from any other source for which the - e. Maximum term of STAR to be granted As may be determined by the NRC as per the Scheme company/any company in the group has provided any security f. Method of settlement (whether in cash or equity) Cash or guarantee g. Choice of settlement (with the company or the employee Not Applicable 2. Any other contribution made to the Trust during the year - or the combination) 3. Shares held by the Trust h. Source of shares (primary, secondary or combination) Secondary Number of shares held at the beginning of the year 33,73,663 i. Variation in terms of scheme None Acquired during the year - 2 Method used to account for STAR - Intrinsic or fair value Fair Value Acquisition (total) as a percentage of paid up equity capital as at 2.34 3. Where the Company opts for expensing of STAR using the intrinsic NA the end of the previous financial year value of STAR, difference between the employee compensation Sold during the year 67,234** cost so computed and the employee compensation cost that shall Transferred to the employees during the year - have been recognized if it had used the fair value of STAR, shall be Held at the end of the year 33,06,429 disclosed. The impact of this difference on the profits and on EPS *Due to sensitivity of information, only number of STARs has been provided. of the company shall also be disclosed. **Shares bought-back during the year

36 S H Kelkar and Company Limited 37 Annual Report 2019-20

Annexure E c) Manner in which the amount spent during the financial year is detailed below: Financial Statement Annual Report on Corporate Social Responsibility (CSR) activities for the financial year 2019-20 (Currency : ` in crores) Statutory R eport S. CSR project or activity identified. Sector in which Projects or Amount Amount spent Cumulative Amount No. the project is programs - outlay on the projects expenditure spent: Direct covered (1) Local area (budget) or programs up to the or through 1. A brief outline of the company's CSR policy, • Support the cause of girl child education and or other project or Subheads: reporting implementing (2) Specify the programs (1) Direct period agency empowerment. including overview of projects or programs State and district wise expenditure proposed to be undertaken and a reference to where projects on projects or • Equip and upgrade educational infrastructure or Programs was programs.

the web-link to the CSR policy and projects or s set up with an aim to provide improved and undertaken 2) overheads

programs – s advanced education system. 1 Infrastructure Development Project Promote rural Lohap, 0.080 0.039 0.039 Amount spent The Company is committed to contribute positively towards - Setting up of 01 Bus Stop for development Taluka – Khalapur, directly by the social and economic development of the community as students and community who are and environment Distt: Raigad company The Group has framed a CSR Policy in compliance with a whole and specifically for the cause of economically, required to go to school, market protection the provisions of the Companies Act, 2013 and the same and nearby city by bus socially and physically challenged groups to support their is placed on the Company’s website and can be accessed 2 Provide Employment generation Promote Vashivali, 0.005 0.005 0.005 Amount spent sustainable livelihood. through the following link: www.keva.co.in opportunity for women to sustain education and Maharashtra directly by the their livelihood by providing employability company The Board of Directors at its meeting held on 09 December Sewing Machine 2. The Composition of the CSR Committee: 3 Promote education by providing Promote Dr. Parnerkar 0.030 0.022 0.022 Amount spent 2014 approved the CSR Policy of the Company and its Group The composition of the CSR Committee as on 31 March 2020 Keva Academic Excellence Award to Education by Maharaj Vidyalaya directly by the Companies (“the Group”) pursuant to the provisions of Section meritorious students to encourage way of awarding at Vashivali, company 135 of the Companies Act, 2013 read with the Companies was as follows: to achieve more and keep them meritorious Maharashtra (Corporate Social Responsibility Policy) Rules, 2014. The CSR a) Mr. Ramesh Vaze – Non-Executive Director, Chairman motivated towards education excellence and Koparli Mukhya Shala, Pandor Committee has identified the following thrust areas around b) Ms. Prabha Vaze – Non-Executive Director, Member Prathmik Shala which the group shall be focusing its CSR initiatives and and Salvav Mukhya channelizing the resources on a sustained basis: c) Ms. Alpana Parida – Independent Director, Member Kendra Shala, Vapi, Gujarat a. Environment Sustainability – 3. Average net profit of the company for last 4 Infrastructure School Development Promote Dr. Parnerkar 0.065 0.080 0.080 Amount spent Project – Corridor construction with education Maharaj Vidyalaya directly by the • Promote the green concept to reduce the three financial years: RCC ceiling for 02 Classrooms, at Dr. at Vashivali, company environmental impact. ` 89.24 cr Parnerkar Maharaj Vidyalaya Maharashtra • Energy conservation vouch for a greener 4. Prescribed CSR Expenditure (two per cent of 5 Provide Garbage Collection van Support 0.050 0.065 0.065 Amount spent tomorrow. to the gram panchayat for waste Environment directly by the the amount as in item 3 above): management thereby manage Sustainability company • Create a green belt through plantation program. ` 1.78 cr and control waste outputs and contribute to the Environment b. Education & Employability – sustainability 5. Details of CSR spent during the financial year: 6 Provide an after school Promote Various schools 0.050 0.050 0.050 Amount • Empower people through employability a) Total amount spent for the financial year: ` 1.78 Cr. * supplementary education program Education across Maharashtra spent through programs to support future livelihood. catering to students from lower implementing b) Amount unspent, if any: Nil socio-economic background agency • Support visually challenged people through Support IDF's Bal Gurukul Project – Indian perfumery trainings and employability. Development Foundation (IDF) 7 Youth Program of Udaan India Promote Children from 0.100 0.100 0.100 Amount Foundation - To promote Education and slum areas of spent through education to facilitate meaningful Employability Powai to Mulund implementing employment for youth in the age belt at Mumbai in agency – group of 18 to 25 years. Working Maharashtra Udaan India on the needs of the youth, courses Foundation like computer literacy, applied knowledge of communicative and functional English, desired soft skills, employment readiness skills and vocational dexterity programs 8 Provide basic education facility Promote Karjat and 0.120 0.120 0.120 Amount through Balwadi’s (pre-school) run Education of Murbad District, spent through at 12 centres & Guardianship of 15 girl child and Raigad, Mumbai implementing students by Shabari Seva Samiti empower them Maharashtra agency – Shabari Seva Samiti

38 S H Kelkar and Company Limited 39 Annual Report 2019-20

(Currency : ` in crores) Details of the Implementing Agencies: an ongoing basis. The Company has actively taken steps in this

S. CSR project or activity identified. Sector in which Projects or Amount Amount spent Cumulative Amount direction and is committed to actively engage with the partners/ Financial Statement 1. Udaan India Foundation Statutory R eport No. the project is programs - outlay on the projects expenditure spent: Direct NGOs to execute the said projects and programs and incur covered (1) Local area (budget) or programs up to the or through 2. NASEOH (National Society for Equal Opportunities for expenditure in accordance with Section 135 of the Companies or other project or Subheads: reporting implementing Handicapped) (2) Specify the programs (1) Direct period agency Act, 2013 and the Companies (Corporate Social Responsibility State and district wise expenditure 3. Shabari Seva Samiti Policy) Rules, 2014. where projects on projects or or Programs was programs. 4. IIT Bombay undertaken 2) overheads 6. In case the company has failed to spend the

9 Run for a Cause - promote to build Support Mumbai 0.080 0.080 0.080 Amount 5. Indian Development Foundation two per cent of the average net profit of the s

capacities of the disabled people. Education by (Maharashtra) spent through last three financial years or any part thereof, s Awareness building amongst empowering implementing 6. Vinay Vihar Education Trust citizens about NASEOH and our people through agency - the company shall provide the reasons for not 7. Mahavira Jaina Vidyalaya support for the cause of their employability NASEOH spending the amount in its Board report: disabled people programs to Not Applicable support future Your Company is committed to focus on inclusive growth and livelihood improve lives by contributing towards communities around which 7. A responsibility statement of the CSR 10 Livelihood enhancement projects Provide Mumbai 0.060 0.060 0.060 Amount it operates. This dedicated commitment towards inclusive growth in the form of basic and specialized education by (Maharashtra) spent through is manifested through the Company’s CSR initiatives undertaken Committee that the implementation and Computer Training and English empowering implementing monitoring of CSR Policy is in compliance with Language to physically challenged people through agency - around the manufacturing facilities as well as across National youth of NASEOH employability NASEOH Programs in India during the financial year 2019-20. During the CSR objectives and Policy of the company: programs to year, your Company has partnered with implementing agencies of The CSR Committee confirms that the implementation and support future livelihood repute and has committed to incur expenditure for CSR initiatives monitoring of the CSR Policy is in compliance with the CSR 11 To provide infrastructure, Promote Mumbai 0.855 0.855 0.855 Amount in the coming years through structured programs and projects on objectives and Policy of your Company. manpower resources towards education & (Maharashtra) spent through the development of Chemical employability implementing processes for synthesis of bioactive agency – molecules and related natural IIT Bombay For and on behalf of the Board of Directors of products in association with IIT S H Kelkar and Company Limited Bombay CIN: L74999MH1955PLC009593 12 To support education for Promote Valukad, Bhavnagar 0.100 0.100 0.100 Amount specialized subject of plant education Dist, Gujarat spent through Ramesh Vaze Kedar Vaze tissue culture laboratory for lab implementing equipment, apparatus and other agency – Director & Chairman Director & Chief Executive Officer materials Vinay Vihar Mumbai (Chairman – CSR Committee) DIN: 00511325 Education 26 May 2020 DIN: 00509751 Trust 13 To support education infrastructure Promote Mumbai 0.090 0.090 0.090 Amount and facilities to the students of Shri education (Maharashtra) spent through Mahavira Jaina Vidyalaya Trust implementing agency - Mahavira Jaina Vidyalaya Trust 14 To promote Sports (Olympic Sports) Promote Sports V.G. Vaze College, 0.050 0.050 0.050 Amount by sponsoring right talent from (Olympic Sports) Mumbai spent through College implementing agency –V G Vaze College 15 To support Government of India Public health Across India 0.050 0.050* 0.050* Amount in combating, the COVID-19 emergency spent through pandemic, and to provide relief to implementing the affected by contribution to PM agency – Cares Fund* PM Cares 16 Support Environment Sustainability Environment Salvav village, Vapi, 0.020 0.019 0.019 Amount spent projects through Enterprise Social Sustainability Dist. Valsad, Gujarat directly by the Commitment Plan by providing company Solar LED lights on the internal village road Total 1.805 1.785* 1.785* *An Amount of ` 5,01,000/- was contributed in March 2020 to Chief Minister’s Relief Fund in light of COVID-19 pandemic. Since the contribution to Chief Minister’s Relief Fund was categorically mentioned by the Ministry of Corporate Affairs vide General Circular No. 15 /2020 dated 10 April 2020 as not qualifying as CSR expenditure, the Company contributed an amount of ` 5,01,000/- to PM CARES Fund in April 2020. The amount was contributed to the PM CARES Fund after the end of the FY 2019-20 but pertained to budget for FY 2019-20.

40 S H Kelkar and Company Limited 41 Annual Report 2019-20

Annexure F Annexure F Financial Statement Details under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies FORM NO. MGT-9 Statutory R eport (Appointment and Remuneration of Managerial Personnel) Rules, 2014 EXTRACT OF ANNUAL RETURN As on financial year ended on 31 March 2020 Sr. Particulars Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014 No. i) The Ratio of the remuneration of each Director to a) Mr. Ramesh Vaze – Managing Director* 23.47:1 I. Registration & Other Details: the median remuneration of the employees of the b) Mr. Kedar Vaze – Wholetime Director & 23.11:1 s Company for the financial year. Chief Executive Officer i) CIN L74999MH1955PLC009593 s ii) The percentage increase in remuneration of each a) Mr. Ramesh Vaze – Managing Director* N.A. ii) Registration Date 01.07.1955 iii) Name of the Company S H Kelkar and Company Ltd Director, Chief Financial Officer, Chief Executive b) Mr. Kedar Vaze – Wholetime Director & 2.10% Officer, Company Secretary in the financial year. Chief Executive Officer iv) Category/Sub-category of the Company Public Company / Limited by Shares c) Mr. Shrikant Mate – Executive Vice President & 16.18% v) Address of the Registered office & contact details Devkaran Mansion, 36, Mangaldas Road, Mumbai – 400002 Chief Financial Officer Tel: +91 22 2164 9163 d) Ms. Deepti Chandratre – Company Secretary & 7.40% Fax: +91 22 2208 1204 DGM Legal vi) Whether listed company Yes iii) The percentage increase in the median remuneration 11.13% vii) Name, Address & contact details of the M/s. Link Intime India Pvt Ltd of employees in the financial year. Registrar & Transfer Agent, if any. C 101, 247 Park, LBS Marg, Vikhroli (West), iv) The number of permanent employees on the rolls of 556 (standalone basis) Mumbai – 400083 the company. 884 (group basis) Tel: +91 22 4918 6000 Fax: +91 22 4918 6060 v) Average percentile increase already made in the The average % increase in remuneration of employees has been salaries of employees other than the managerial 10.95%. This is based on Remuneration Policy of the Company that II. Principal Business Activities of the Company: personnel in the last financial year and its comparison rewards people differentially based on their performance contribution with the percentile increase in the managerial to the success of the Company and also ensures that external market (All the business activities contributing 10 % or more of the total turnover of the company shall be stated) remuneration and justification thereof and point out competitiveness and internal relativities are taken care of. Workers’ Name and Description of main products/ services NIC Code of the Product/Services % to total turnover of the Company if there are any exceptional circumstances for increase average increment was 16.06% (including Long Term Settlement Impact Manufacture of essential oils; modification 20293 89.67% in the managerial remuneration. and normal slap change increase) by chemical processes of oils and fats (e.g. by vi) It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company. oxidation, polymerization etc.) *Upto 31 August 2020 Manufacture of organic and inorganic chemical 20119 10.12% compounds n.e.c

III. Particulars of Holding, Subsidiary and Associate Companies

S. Name and Address of the Company CIN/GLN Holding/Subsidiary/ % of Applicable No. Associate shares held Sections 1. Keva Fragrances Private Limited U24110MH1978PTC020545 Subsidiary 100% 2(87) Devkaran Mansion, 36, Mangaldas Road, Mumbai – 400002 2. Keva Flavours Private Limited U15134MH1980PTC023361 Subsidiary 100% 2(87) Devkaran Mansion, 36, Mangaldas Road, Mumbai – 400002 3. Saiba Industries Private Limited U15495MH1960PTC011658 Subsidiary 100% 2(87) Devkaran Mansion, 36, Mangaldas Road, Mumbai – 400002 4. Keva Chemicals Private Limited U24100MH2007PTC169546 Subsidiary 100% 2(87) Devkaran Mansion, 36, Mangaldas Road, Mumbai – 400002 5. Rasiklal Hemani Agencies Pvt Ltd U74899MH1975PTC290035 Subsidiary 100% 2(87) Devkaran Mansion, 36, Mangaldas Road, Mumbai – 400002 6. VN Creative Chemicals Pvt Ltd U24290MH2017PTC292382 Subsidiary 100% 2(87) Devkaran Mansion, 36, Mangaldas Road, Mumbai – 400002

42 S H Kelkar and Company Limited 43 Annual Report 2019-20

S. Name and Address of the Company CIN/GLN Holding/Subsidiary/ % of Applicable Category of No. of Shares held at the beginning of the year No. of Shares held at the end of the year % of

No. Associate shares held Sections Shareholders (As on 01 April 2019) (As on 31 March 2020) Change Financial Statement Statutory R eport 7. Purandar Fine Chemicals Pvt Ltd U24299PN2010PTC136761 Joint Venture 50% 2(87) Demat Physical Total % of Total Demat Physical Total % of Total during C-44, MICD, Jejuri – 412303 Shares Shares the year 8. Keva UK Limited - Subsidiary 100% 2(87) d) Bank / FI ------63 Elliot Road, Hendon, London, e) Any other ------NW4 3DN Sub-total (A) (2) 15324000 - 15324000 10.60 15229000 - 15229000 10.78 0.18 9. Keva Fragrance Industries Pte Ltd - Subsidiary 100% 2(87) 540 Sims Avenue, #3-5 Sims Avenue Centre, Total shareholding of 82303421 - 82303421 56.91 81248061 - 81248061 57.49 0.58

Singapore Promoter (A)= (A)(1) + s

10. PFW Aroma Ingredients B.V - Subsidiary 100% 2(87) (A)(2) s Office – Veemweg 29- 31 , Plant B. Public Shareholding Nijverheidsweg 60 Barneveld, the 1. Institutions Netherlands a) Mutual Funds 6559949 - 6559949 4.54 9510974 - 9510974 6.73 2.19 11. PT SHK Keva Indonesia - Subsidiary 100% 2(87) Jalan Letjen TB. Simatupang No. 1, b) Banks / FI 46713 - 46713 0.03 44380 - 44380 0.03 (0.00) South Jakarta, Kab Bekasi c) Alternate Investment 6382 - 6382 0.00^ 0 - 0 0.00 0.00 12. Creative Flavours & Fragrances SpA - Subsidiary 51% 2(87) Funds Via Borgogna no. 7, Milan, Italy c) Central Govt ------13. Tanishka Fragrance Encapsulation AAJ-0181 Subsidiary 51%$ - d) State Govt(s) ------Technologies LLP e) Venture Cap Funds ------LBS Marg, Near R City Mall, Ghatkopar Mumbai f) Insurance Cos ------14. Anhui Ruibang Aroma Co Ltd - Subsidiary 66.7% 2(87) g) Foreign Portfolio 29171672 - 29171672 20.17 24380620 - 24380620 17.25 (2.92) South of Yumin Road, Economic Investor Development Zone, Taihe Country, Fuyang h) Foreign Venture ------City, Anhui Province, China Capital Funds 15. Keva Europe BV # - Subsidiary 100% 2(87) i) Others (specify) ------Stadhouderskade 12, 1054 ES, Amsterdam, Sub-total (B)(1) 35784716 - 35784716 24.74 33935974 - 33935974 24.01 (0.73) the Netherlands 16. Keva Italy S.r.l.@ - Subsidiary 100% 2. Non-Institutions Piazza Belgioioso 2, Milan, Italy a) Bodies Corp. * Representing aggregate % of shares held by the Company and/or its subsidiaries i) Indian 1826107 - 1826107 1.26 1715370 - 1715370 1.21 (0.05) $Share of capital contribution ii) Overseas 14534391 - 14534391 10.05 14534391 - 14534391 10.28 0.23 #Incorporated on 02 April 2019 b) Individuals ------@ Incorporated on 26 November 2019 i) Individual shareholders 3586979 - 3586979 2.48 3654530 - 3654530 2.59 0.11 holding nominal share IV. Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity) capital upto ` 1 lakh ii) Individual shareholders 1900078 - 1900078 1.31 2095940 - 2095940 1.48 0.17 A. Category-wise Share Holding holding nominal share capital in excess of Category of No. of Shares held at the beginning of the year No. of Shares held at the end of the year % of ` 1 lakh Shareholders (As on 01 April 2019) (As on 31 March 2020) Change c) NBFCs registered 142613 - 142613 0.01 0 - 0 0.00 (0.01) Demat Physical Total % of Total Demat Physical Total % of Total during with RBI Shares Shares the year c) Others 1174833 - 1174833 0.81 830106 - 830106 0.59 (0.22) A. Promoters Sub-total (B)(2) 23165001 - 23165001 16.02 22830337 - 22830337 16.16 (0.14) (1) Indian Total Public Shareholding 58949717 - 58949717 40.76 56766311 - 56766311 40.17 (0.59) a) Individual/ HUF 50890464 - 50890464 35.19 50272055 - 50272055 35.57 0.38 (B)=(B)(1)+ (B)(2) b) Central Govt ------C. Shares held by ------c) State Govt(s) ------Custodian for GDRs & d) Bodies Corp. 14058757 - 14058757 9.72 13727806 - 13727806 9.71 (0.01) ADRs e) Banks / FI ------i) Custodian/DR Holder ------f) Any other 2030200 - 2030200 1.40 2019200 - 2019200 1.43 0.03 ii) Employee Benefit Trust 3367663 - 3367663 2.33 3306429 - 3306429 2.34 0.01 (under SEBI(Share based Sub-total (A) (1) 66979421 - 66979421 46.31 66019061 - 66019061 46.72 0.40 Employee Benefit) (2) Foreign Regulations, 2014) a) NRI - Individuals ------Total shares held (C) 965553 - 965553 0.67 3367663 - 3367663 2.33 1.66 b) Other -Individuals ------Grand Total (A+B+C) 144620801 - 144620801 100.00 141320801 - 141320801 100.00 0.00 Bodies Corp 15324000 - 15324000 10.60 15229000 - 15229000 10.78 0.18 c) ^Less than 0.01%

44 S H Kelkar and Company Limited 45 Annual Report 2019-20

B. Shareholding of Promoters Sr. Name of shareholder Date Transaction Shareholding at the Cumulative Shareholding

No. beginning of the year during the year Financial Statement SN Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in Statutory R eport (As on 01 April 2019) (As on 31 March 2020) shareholding No of % of total No of % of total during the shares shares of the shares shares of the No. of % of %of Shares No. of % of % of Shares company company Shares total Shares Pledged / Shares total Shares Pledged / year 3. Prabha Vaze 01.04.2019 Opening balance 5014514 3.47 5014514 3.47 of the encumbered to of the encumbered company total shares company to total shares 26.07.2019 Buyback of shares (100000) (0.07) 4914514 3.48 1 Ramesh Vaze 25965600 17.95 - 25749524* 18.22 - 0.27 31.03.2020 Closing balance 4914514 3.48 4914514 3.48

2 Prabha Vaze 5014514 3.47 - 4914514 3.48 - 0.01 s 4. Parth Vaze 01.04.2019 Opening balance 1325000 0.92 1325000 0.92 3 Kedar Vaze 14215100 9.83 0.02 13935100# 9.86 0.02 0.03 09.08.2019 Buyback of shares (7000) (0.00)^ 1318000 0.93 s 4 Parth Vaze 1325000 0.92 - 1318000 0.93 - 0.01 31.03.2020 Closing balance 1318000 0.93 1318000 0.93 5 Nandan Vaze 1325000 0.92 - 1318000 0.93 - 0.01 5. Nandan Vaze 01.04.2019 Opening balance 1325000 0.92 1325000 0.94 6 Nihar Nene 0 0 - 0 0 - 0 09.08.2019 Buyback of shares (7000) (0.00)^ 1318000 0.93 7 Neha Karmarkar 761250 0.53 - 761250 0.54 - 0.01 31.03.2020 Closing balance 1318000 0.93 1318000 0.93 8 Sumedha Karmarkar 150 0 - 150 0 - 0 6. Nihar Nene 01.04.2019 Opening balance 0 0.00 0 0.00 9 Nishant Karmarkar 761250 0.53 - 761250 0.54 - 0.01 - Purchase/Sale - - - -

10 Anagha Nene 1522600 1.05 - 1514267 1.07 - 0.02 31.03.2020 Closing balance 0 0.00 0 0.00 11 Vinayak Ganesh Vaze Charities 2030000 1.40 - 2019000 1.43 - 0.03 7. Neha Karmarkar 01.04.2019 Opening balance 761250 0.53 761250 0.53 12 Keva Constructions Pvt Ltd 11013757 7.62 - 10691139 7.57 - -0.05 - Purchase/Sale - - - - 13 ASN Investment Advisors Pvt Ltd 1522500 1.05 - 1514267 1.07 - 0.02 31.03.2020 Closing balance 761250 0.54 761250 0.54 14 SKK Industries Pvt Ltd 1522500 1.05 - 1522500 1.08 - 0.03 8. Sumedha Karmarkar 01.04.2019 Opening balance 150 0.00^ 150 0.00^ - Purchase/Sale - - - - 15 KNP Industries Pte. Ltd. 15324000 10.60 - 15229000 10.78 - 0.18 31.03.2020 Closing balance 150 0.00^ 150 0.00^ 16 Kedar Ramesh Vaze Family Trust 100 0 - 100 0 - 0.00^ 17 Ramesh Vinayak Vaze Family Trust 100 0 - 100 0 - 0.00^ 9. Nishant Karmarkar 01.04.2019 Opening balance 761250 0.53 761250 0.53

- Purchase/Sale - - - - 18 Keva Investment Partners - - - 0$ 0 - 0 31.03.2020 Closing balance 761250 0.54 761250 0.54 Note: 10. Anagha Nene 01.04.2019 Opening balance 1522600 1.05 1522600 1.05 *1,65,500 equity shares purchased by Mr. Ramesh Vaze on market on 31 March 2020 were in the pool with the clearing members as on 31 March 2020 09.08.2019 Buyback of shares (8333) (0.00)^ 1514167 1.07 #1,00,000 and 67,500 equity shares purchased by Mr. Kedar Vaze on market on 30 March 2020 and 31 March 2020 respectively, were in the pool with 31.03.2020 Closing balance 1514167 1.07 1514167 1.07 the clearing members as on 31 March 2020. Out of 1,41,02,600 equity shares, 33,000 equity share representing 0,02% of paid up share capital of the 11. Vinayak Ganesh Vaze 01.04.2019 Opening balance 2030000 1.40 2030000 1.40 Charities Company are under encumbrance with Kotak Mahindra Bank Limited 09.08.2019 Buyback of shares (11000) (0.00)^ 2019000 1.43 $Keva Investment Partners is a partnership firm owned by promoters of the Company. Firm has acquired 33,742 equity shares from market on 31.03.2020 Closing balance 2019000 1.43 2019000 1.43 30 March 2020 which were in pool with the clearing member as on 31 March 2020. Hence, showing firm as a Promoter Group with nil holding in current shareholding pattern. 12. Keva Constructions 01.04.2019 Opening balance 11013757 7.62 11013757 7.62 Pvt Ltd ^Less than 0.01% 26.07.2019 Buyback of shares (322618) (0.23) 7615000 5.39 31.03.2020 Closing balance 10691139 7.57 10691139 7.57 C. Change in Promoters’ Shareholding 13. ASN Investment 01.04.2019 Opening balance 1522500 1.05 1522500 1.05 Sr. Name of shareholder Date Transaction Shareholding at the Cumulative Shareholding Advisors Pvt Ltd No. beginning of the year during the year 09.08.2019 Buyback of shares (8333) (0.00)^ 1514167 1.07 No of % of total No of % of total 31.03.2020 Closing balance 1514167 1.07 1514167 1.07 shares shares of the shares shares of the 14. SKK Industries Pvt Ltd 01.04.2019 Opening balance 1522500 1.05 1522500 1.05 company company - Purchase/Sale - - - - 1. Ramesh Vaze* 01.04.2019 Opening balance 25965600 17.95 25965600 17.95 31.03.2020 Closing balance 1522500 1.08 1522500 1.08 26.07.2019 Buyback of shares (512000) (0.36) 25453600 18.01 15. KNP Industries Pte Ltd 01.04.2019 Opening balance 15324000 10.60 15324000 10.60 13.09.2019 Purchase 15000 0.01 25468600 18.02 20.09.2019 Purchase 24912 0.02 25493512 18.04 26.07.2019 Buyback of shares (95000) (0.07) 15229000 10.78 27.09.2019 Purchase 256012 0.18 25749524 18.22 31.03.2020 Closing balance 15229000 10.78 15229000 10.78 31.03.2020 Closing balance 25749524 18.22 25749524 18.22 16. Kedar Ramesh Vaze 01.04.2019 Opening balance 100 0.00^ 100 0.00^ 2. Kedar Vaze# 01.04.2019 Opening balance 14215100 9.83 14215100 9.83 Family Trust - Purchase/Sale - - - - 26.07.2019 Buyback of shares (280000) (0.20) 13935100 9.86 31.03.2020 Closing balance 100 0.00^ 100 0.00^ 31.03.2020 Closing balance 13935100 9.86 13935100 9.86

46 S H Kelkar and Company Limited 47 Annual Report 2019-20

Sr. Name of shareholder Date Transaction Shareholding at the Cumulative Shareholding Sr. Name of Date Transaction Shareholding at the Cumulative Shareholding

No. beginning of the year during the year No. Shareholder beginning of the year during the year Financial Statement Statutory R eport No of % of total No of % of total No of % of total No of % of total shares shares of the shares shares of the shares shares of the shares shares of the company company company company 17. Ramesh Vinayak Vaze 01.04.2019 Opening balance 100 0.00^ 100 0.00^ 3. Hdfc Trustee 01.04.2019 Opening balance 4077923 2.82 4077923 2.82 Family Trust Company Ltd. A/C 05.04.2019 Purchase 450000 0.31 4527923 3.13 - Purchase/Sale - - - - Hdfc Capital Builder 12.04.2019 Purchase 76000 0.05 4603923 3.18 31.03.2020 Closing balance 100 0.00^ 100 0.00^ Value Fund 14.06.2019 Purchase 1000000 0.69 5603923 3.87 18. Keva Investment 01.04.2019 Opening balance 0 0.00 0 0.00 s $ 09.08.2019 Buyback of Shares (119203) (0.08) 5484720 3.88 Partners - Purchase/Sale - - - - s 23.08.2019 Purchase 376000 0.27 5860720 4.15 31.03.2020 Closing balance 0 0.00 0 0.00 20.12.2019 Purchase 2923 0.002 5863643 4.15 Note: 21.02.2020 Purchase 46870 0.03 5910513 4.18 *1,65,500 equity shares purchased by Mr. Ramesh Vaze on market on 31 March 2020 were in the pool with the clearing members as on 31 March 2020. 28.02.2020 Purchase 81007 0.058 5991520 4.24 #1,00,000 and 67,500 equity shares purchased by Mr. Kedar Vaze on market on 30 March 2020 and 31 March 2020 respectively, were in the pool with 06.03.2020 Purchase 100000 0.07 6091520 4.31 the clearing members as on 31 March 2020. Out of 1,41,02,600 equity shares, 33,000 equity share representing 0,02% of paid up share capital of the 27.03.2020 Purchase 605700 0.43 6697220 4.74 Company are under encumbrance with Kotak Mahindra Bank Limited 31.03.2020 Closing Balance 6697220 4.74 6697220 4.74 $ Keva Investment Partners is a partnership firm owned by promoters of the Company. Firm has acquired 33,742 equity shares from market on 4. Barclays Wealth 01.04.2019 Opening balance 3367663 2.33 3367663 2.33 30 March 2020 which were in pool with the clearing member as on 31 March 2020. Hence, showing firm as a Promoter Group with nil holding in Trustees India Private 05.04.2019 Purchase 6000 0.00 3373663 2.33 current shareholding pattern. Limited ^Less than 0.01% 09.08.2019 Buyback of Shares (67234) (0.05) 3306429 2.34 31.03.2020 Closing Balance 3306429 2.34 3306429 2.34 D. Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs 6. Fiam Group Trust 01.04.2019 Opening Balance 2266700 1.57 2266700 1.57 For Employee 19.04.2019 Purchase 18100 0.01 2284800 1.58 and ADRs) Benefit Plans - FIAM 26.04.2019 Purchase 33546 0.02 2318346 1.60 Emerging Markets Sr. Name of Date Transaction Shareholding at the Cumulative Shareholding Commingled Pool 03.05.2019 Purchase 11000 0.01 2329346 1.61 No. Shareholder beginning of the year during the year 10.05.2019 Purchase 13900 0.01 2343246 1.62 No of % of total No of % of total 17.05.2019 Purchase 5603 0.00 2348849 1.62 shares shares of the shares shares of the 24.05.2019 Purchase 2500 0.00 2351349 1.63 company company 14.06.2019 Purchase 154200 0.11 2505549 1.73 1. Blackstone Capital 01.04.2019 Opening balance 14439269 9.98 14439269 9.98 05.07.2019 Purchase 27675 0.02 2533224 1.75 Partners (Singapore) ------VI FDI Two Pte. Ltd 12.07.2019 Purchase 61709 0.04 2594933 1.79 31.03.2020 Closing balance 14439269 10.22 14439269 10.22 09.08.2019 Buyback of Shares (133734) (0.09) 2461199 1.74 2. Stichting Depositary 01.04.2019 Opening balance 8310359 5.75 8310359 5.75 23.08.2019 Purchase 80100 0.06 2541299 1.80 Apg Emerging 03.05.2019 Purchase 7843 0.01 8318202 5.75 Markets Equity Pool 30.08.2019 Purchase 7900 0.005 2549199 1.80 10.05.2019 Purchase 42837 0.03 8361039 5.78 06.09.2019 Purchase 3596 0.002 2552795 1.81 17.05.2019 Purchase 20961 0.01 8382000 5.80 18.10.2019 Purchase 10900 0.007 2563695 1.81 24.05.2019 Purchase 6359 0.00 8388359 5.80 25.10.2019 Purchase 3000 0.002 2566695 1.82 14.06.2019 Sale (548994) -0.38 7839365 5.42 21.02.2020 Sale (27656) (0.02) 2539039 1.80 09.08.2019 Buyback of Shares (418424) (0.30) 7420941 5.25 28.02.2020 Sale (40384) (0.03) 2498655 1.77 13.12.2019 Purchase 28058 0.02 7448999 5.27 06.03.2020 Sale (3700) (0.003) 2494955 1.76 20.12.2019 Purchase 26300 0.02 7475299 5.29 20.03.2020 Sale (14100) (0.01) 2480855 1.75 27.12.2019 Purchase 26730 0.02 7502029 5.31 27.03.2020 Sale (126300) (0.09) 2354555 1.67 31.12.2019 Purchase 4007 0.002 7506036 5.31 31.03.2020 Sale (10000) (0.007) 2344555 1.66 03.01.2020 Purchase 13500 0.009 7519536 5.32 31.03.2020 Closing balance 2344555 1.66 2344555 1.66 10.01.2020 Purchase 269322 0.19 7788858 5.51 7. IDFC MULTI CAP 01.04.2019 Opening balance 2013935 1.39 2013935 1.39 07.02.2020 Purchase 88963 0.06 7877821 5.58 FUND 05.04.2019 Purchase 2597 0.00^ 2016532 1.39 14.02.2020 Purchase 7061 0.005 7884882 5.58 24.05.2019 Purchase 200000 0.14 2216532 1.53 28.02.2020 Purchase 141059 0.10 8025941 5.68 21.06.2019 Purchase 324500 0.22 2541032 1.76 31.03.2020 Sale (118400) (0.08) 7907541 5.60 29.06.2019 Purchase 500 0.00 2541532 1.76 31.03.2020 Closing balance 7907541 5.60 7907541 5.60 09.08.2019 Buyback of Shares (46079) (0.03) 2495453 1.77 30.08.2019 Purchase 314217 0.22 2809670 1.99 31.03.2020 Closing Balance 2809670 1.99 2809670 1.99

48 S H Kelkar and Company Limited 49 Annual Report 2019-20

Sr. Name of Date Transaction Shareholding at the Cumulative Shareholding E. Shareholding of Directors and Key Managerial Personnel:

No. Shareholder beginning of the year during the year Financial Statement Sr. Shareholding of Date Transaction Shareholding at the Cumulative Shareholding Statutory R eport No of % of total No of % of total No. each Director and beginning of the year during the year shares shares of the shares shares of the Key Managerial company company No of % of total No of % of total Person shares shares of the shares shares of the 8. Morgan Stanley India 01.04.2019 Opening balance 1874989 1.30 1874989 1.30 company company Investment Fund, Inc. 24.05.2019 Sale (685634) (0.47) 1189355 0.82 1. Ramesh Vaze 01.04.2019 Opening balance 25965600 17.95 25965600 17.95 31.05.2019 Sale (100875) (0.07) 1088480 0.75 26.07.2019 Buyback of Shares (512000) (0.36) 25453600 18.01 14.06.2019 Sale (279278) (0.19) 809202 0.56 13.09.2019 Purchase 15000 0.01 25468600 18.02 21.06.2019 Sale (5420) (0.00)^ 803782 0.56 s

20.09.2019 Purchase 24912 0.01 25493512 18.03 s 09.08.2019 Buyback of Shares (42902) (0.03) 760880 0.54 27.09.2019 Purchase 246012 0.17 25749524 18.22 23.08.2019 Sale (760880) (0.54) 0 0.00 31.03.2020 Closing balance 25965600 18.22 25749524 18.22 31.03.2020 Closing balance 0 0.00 0 0.00 9. Fidelity Investment 01.04.2019 Opening balance 1387444 0.96 1387444 0.96 2. Kedar Vaze 01.04.2019 Opening balance 14215100 9.83 14215100 9.83 Trust Fidelity Series 05.04.2019 Purchase 5116909 3.54 6504353 4.50 26.07.2019 Buyback of Shares (280000) (0.20) 13935100 9.86 Emerging Markets 12.04.2019 Purchase 678083 0.47 7182436 4.97 31.03.2020 Closing balance 14215100 9.86 13935100 9.86 Fund 19.04.2019 Purchase 78246 0.05 7260682 5.02 3. Prabha Vaze 01.04.2019 Opening balance 5014514 3.47 5014514 3.47 26.04.2019 Purchase 127915 0.09 7388597 5.11 26.07.2019 Buyback of Shares (100000) 0.07 4914514 3.48 03.05.2019 Purchase 28112 0.02 7416709 5.13 31.03.2020 Closing balance 5014514 3.48 4914514 3.48 10.05.2019 Purchase 42457 0.03 7459166 5.16 4 . Shrikant Mate 01.04.2019 Opening balance - - - - 17.05.2019 Purchase 30357 0.02 7489523 5.18 - Purchase/Sale/Transfer - - - - 25.05.2019 Purchase 30357 0.02 8003453 5.53 31.03.2020 Closing balance - - - - 31.05.2019 Purchase 827161 0.57 8830614 6.11 5. Deepti Chandratre 01.04.2019 Opening balance - - - - 29.06.2019 Purchase 4964 0.00 8835578 6.11 - Purchase/Sale/Transfer - - - - 05.07.2019 Purchase 38033 0.03 8873611 6.14 31.03.2020 Closing balance - - - - 12.07.2019 Purchase 43491 0.03 8917102 6.17 26.07.2019 Purchase 1351 0.00 8918453 6.17 V. Indebtedness:- 02.08.2019 Purchase 12859 0.01 8931312 6.18 Indebtedness of the Company including interest outstanding/accrued but not due for payment. 09.08.2019 Buyback of Shares (240072) (0.17) 8691240 6.15 16.08.2019 Purchase 24252 0.02 8715492 6.17 (Currency : ` in crores) 23.08.2019 Purchase 327319 0.23 9042811 6.40 Secured Loans Unsecured Total Deposits* 30.08.2019 Purchase 29004 0.02 9071815 6.42 excluding deposits Loans Indebtedness 06.09.2019 Purchase 24616 0.02 9096431 6.44 Indebtedness at the beginning of the financial year 13.09.2019 Purchase 9045 0.006 9105476 6.44 i) Principal Amount 87.41 - 24.09 111.50 20.09.2019 Purchase 7769 0.005 9113245 6.45 ii) Interest due but not paid - - - - 27.09.2019 Purchase 1892 0.001 9115137 6.45 iii) Interest accrued but not due 0.35 - - 0.35 30.09.2019 Purchase 2719 0.002 9115137 6.45 Total (i+ii+iii) 87.76 - 24.09 111.85 11.10.2019 Purchase 3615 0.002 9121471 6.45 Change in Indebtedness during the financial year 18.10.2019 Purchase 42819 0.03 9164290 6.48 Addition 430.03 2.51 2.19 434.72 25.10.2019 Purchase 8106 0.005 9172396 6.49 Reduction (443.26) (0.00) 1.75 (441.51) 21.02.2020 Sales (98851) (0.07) 9073545 6.42 Exchange Difference - - - - 28.02.2020 Sales (150537) (0.11) 8923008 6.31 06.03.2020 Sales (16410) (0.01) 8906598 6.30 Net Change (13.23) 2.51 3.93 (6.79) 13.03.2020 Sales (10113) (0.007) 8896485 6.29 Indebtedness at the end of the financial year 20.03.2020 Sales (35717) (0.02) 8860768 6.27 i) Principal Amount 74.44 2.50 24.09 101.03 27.03.2020 Sales (456140) (0.32) 8404628 5.95 ii) Interest due but not paid - 0.01 3.93 3.94 31.03.2020 Sales (31416) (0.02) 8373212 5.92 iii) Interest accrued but not due 0.09 - - 0.09 31.03.2020 Closing balance 8373212 5.92 8373212 5.92 Total (i+ii+iii) 74.53 2.51 28.02 105.06 10. Wells Fargo 01.04.2019 Opening balance 1314144 0.91 1314144 0.91 *Not within the purview of the provisions of Section 73 and Section 74 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Emerging Markets 09.08.2019 Buyback of Shares (70143) (0.05) 1244001 0.88 Equity Fund Rules, 2014. 31.03.2020 Closing balance 1244001 0.88 1244001 0.88

50 S H Kelkar and Company Limited 51 Annual Report 2019-20

VI. Remuneration of Directors and Key Managerial Personnel C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD Financial Statement A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Currency : ` in crores) Statutory R eport (Currency : ` in crores) Sr. Particulars of Remuneration Key Managerial Personnel No. Sr. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount CEO CFO CS Total No. Ramesh Vaze Kedar Vaze 1. Gross salary (MD) (WTD) (a) Salary as per provisions contained in section 17(1) of the Income- 1.16 0.28 1.44 1. Gross salary tax Act, 1961 (a) Salary as per provisions contained in section 17(1) of the Income- 1.75 1.72 3.47 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - 0.04 0.02 0.06

tax Act, 1961 s (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 - - - - (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - - s (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 - - - 2. Stock Option* - *1,50,000 - - 2. Stock Option - - - 3. Sweat Equity - - - - 3. Sweat Equity - - - 4. Commission - - - - 4. Commission - - - - as % of profit - as % of profit - others, specify - others, specify 5. Others, please specify - - - - 5. Others, please specify - - - Total 1.20 0.30 1.50 Total (A) 1.75 1.72 3.47 *The CFO was eligible for Stock Appreciation Rights (STARS). This is the number of STARS granted to the CFO during the year. Ceiling as per Companies Act, 2013 4.52 VIII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES B. Remuneration to other directors: There were no penalty/ punishment / compounding of offence for breach of any section of Companies Act, 2013 against the (Currency : ` in crores) Company or its Director or other officers in default, during the year. Sr. Particulars of Remuneration Name of Directors Total No. Amount 1. Independent Directors Mr. Shrikant Mr. Dalip Mr. Jairaj Mrs. Alpana Mrs. Sangeeta Mr. Mark Oka Sehgal Purandare Parida Singh Elliott* For and on behalf of the Board of Directors of Fee for attending board / 0.10 0.12 0.10 0.13 0.14 0.01 0.60 S H Kelkar and Company Limited committee meetings CIN: L74999MH1955PLC009593 Commission ------Others, please specify ------Ramesh Vaze Kedar Vaze Total (1) 0.10 0.12 0.10 0.13 0.14 0.01 0.60 Place: Mumbai Director & Chairman Director & Chief Executive Officer 2. Other Non-Executive Mr. Ramesh Mrs. Prabha Mr. Deepak Mr. Amit Directors Vaze Vaze Raj Bindra# Dalmia Date: 26 May 2020 DIN: 00509751 DIN: 00511325 Fee for attending board / 0.03 0.05 0.00 0.00 0.05 committee meetings Commission 1.17^ - - - 1.17 Others, please specify - - - Total (2) 1.20 0.05 0.00 0.00 1.24 Total (B)=(1+2) 1.84^ Ceiling as per Companies 0.45^ Act, 2013 * Appointed as Independent director w.e.f. 15 December 2019 # Resigned from the directorship of the Company w.e.f. 15 October 2019 ^Approval of shareholders was obtained in July 2019 for paying remuneration in excess of limits permitted under Companies Act, 2013. Though total (B) includes sitting fees, the same are to be excluded while computing the ceiling as per Companies Act, 2013.

52 S H Kelkar and Company Limited 53 Annual Report 2019-20

Details of directorship of listed entities as on 31 March 2020 including category of directorship are as follows: Financial Statement

Report on Corporate Governance Statutory R eport Name of the Director Name of the listed entity Category of directorship Mr. Ramesh Vaze S H Kelkar and Company Limited Non – Executive Non - Independent Chairman Company’s Philosophy Directors (90%) are Non-Executive Directors. The Company has six Ms. Prabha Vaze S H Kelkar and Company Limited Non – Executive Non - Independent Director Your Company is committed to the highest standards of corporate Independent Directors who comprise 60% of the total strength Mr. Kedar Vaze S H Kelkar and Company Limited Whole- time Director of the Board. All the Independent Directors have confirmed governance. Keva’s goal is to promote and protect the long-term Mr. Amit Dalmia S H Kelkar and Company Limited Non – Executive Non - Independent Director interest of all stakeholders and to that end, Keva’s philosophy that they meet the ‘independence’ criteria as mentioned under Mphasis Limited Non – Executive Non – Independent Director s of Corporate Governance is built on a foundation of ethical and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure s transparent business operations and is designed to inspire trust Requirements) Regulations, 2015 (“Listing Regulations”) and Mr. Mark Elliott S H Kelkar and Company Limited Non – Executive Independent director among all stakeholders, strengthen the Board and management Section 149 of the Companies Act, 2013 (“the Act”). Mr. Dalip Sehgal S H Kelkar and Company Limited Non – Executive Independent Director accountability. Safari Industries (India) Limited Non – Executive Independent Director All Non-Executive Non-Independent Directors are liable to retire Ms. Alpana Parida S H Kelkar and Company Limited Non – Executive Independent Director The Board of Directors by rotation. Mr. Ramesh Vaze is husband of Ms. Prabha Vaze and Composition father of Mr. Kedar Vaze. Mr. Ramesh Vaze and Ms. Prabha Vaze are GRP Limited Non – Executive Independent Director The Board of Directors along with its Committees provide parents of Mr. Kedar Vaze. None of the other directors is related to Prime Securities Limited Non – Executive Independent Director leadership and guidance to the Company’s management as also any other director on the Board. The appointment of the Executive Cosmo Films Limited Non – Executive – Non Independent Director direct, supervise and control the performance of the Company. Director(s) including the tenure and terms of remuneration are Mr. Jairaj Purandare S H Kelkar and Company Limited Non – Executive Independent Director The Board currently comprises of ten Directors out of which nine approved by the members of the Company. HDFC Asset Management Company Limited Non – Executive Independent Director Ms. Sangeeta Singh S H Kelkar and Company Limited Non – Executive Independent Director The composition of the Board, attendance at the last Annual General Meeting (AGM), number of other directorships, memberships/ chairmanships of the Committees of other companies as on 31 March 2020 in the Company are as follows: Alkem Laboratories Limited Non – Executive Independent Director Accelya Kale solutions Limited Non – Executive Independent Director Name of the Director DIN Category Attendance Number Committee Positions Mr. Shrikant Oka S H Kelkar and Company Limited Non – Executive Independent Director at last AGM of Other of the Board of other Directorships* companies^ Chairman Member Limit on the number of Directorships/Committee Details of Directors’ attendance at Board Meetings during the year Memberships are as follows: Mr. Ramesh Vaze 00509751 Non-Executive Chairman/Promoter Yes 6 - - None of the Directors on the Company’s Board is a Member Name of the Director Details of Board Meetings Ms. Prabha Vaze 00509817 Non-Executive/Promoter Yes 6 - - of more than ten Committees and Chairman of more than Held Attended Mr. Kedar Vaze 00511325 Whole-time Director & CEO/ Promoter Yes 6 - - five Committees [Committees being, Audit Committee and Mr. Ramesh Vaze 6 6 Stakeholders’ Relationship Committee] across all the Indian public Mr. Amit Dalmia 05313886 Non-Executive/Non-Independent No 1 - 2 Ms. Prabha Vaze 6 4 limited companies in which he/she is a Director. All the Directors Mr. Deepak Raj Bindra# 06835196 Non-Executive/Non-Independent No - - - Mr. Kedar Vaze 6 6 have periodically made necessary disclosures regarding their Mr. Dalip Sehgal 00217255 Non-Executive/Independent No 1 1 1 Directorship and Committee positions held by them in other Mr. Amit Dalmia 6 4 Ms. Alpana Parida 06796621 Non-Executive/Independent Yes 6 1 5 companies and do not hold the office of Director in more than Mr. Deepak Raj Bindra* 4 - Mr. Dalip Sehgal 6 6 Mr. Jairaj Purandare 00159886 Non-Executive/Independent Yes 1 - 2 twenty companies, including ten public companies. Further, none of the Directors who is serving as a Managing Director/ Ms. Alpana Parida 6 6 Ms. Sangeeta Singh 06920906 Non-Executive/Independent Yes 6 - 5 Whole Time Director in any Listed Company, is serving as an Mr. Jairaj Purandare 6 6 Mr. Shrikant Oka 08135918 Non-Executive/Independent Yes - - - Independent Director in more than three Listed Companies. None Ms. Sangeeta Singh 6 6 Mr. Mark Elliott$ 08594890 Non-Executive/Independent NA - - - of the Directors on the Board of the Company serves as a director Mr. Shrikant Oka 6 6 in more than seven listed companies or as an Independent Mr. Mark Elliott# 2 1 *Excludes directorship in private limited companies (other than wholly owned subsidiaries of public companies), foreign companies, companies incorporated under Section 8 of the Act and Alternate Directorships. Director in more than seven Listed Companies. *Ceased to be a director on 25 October 2019. #Appointed with effect from 15 December 2019. ^For the purpose of considering the limit of committee memberships and chairmanships of a Director, Audit Committee and Stakeholders’ Relationship Committee of public limited companies have been considered. Number of Board Meetings #Ceased to be a director on 25 October 2019. During the year under review, 6 (six) Board Meetings were held on Tenure of Independent Directors $Appointed with effect from 15 December 2019. 22.05.2019, 10.06.2019, 09.08.2019, 25.10.2019, 07.02.2020 and In accordance with Section 149(10) and Section 149(11) of the Act 18.03.2020. The intervening gap between any two consecutive the current tenure of Independent Directors of the Company is meetings did not exceed 120 days. for a term ranging from one to three years from the date of their

54 S H Kelkar and Company Limited 55 Annual Report 2019-20 appointment. Four Independent Directors are serving second Familiarisation Programme All Board and Committee meetings agenda papers are Management Personnel and all employees up to two levels below

term pursuant to their re-appointment in the year 2019-20. Two disseminated electronically thereby eliminating circulation CEO of the Company have affirmed compliance with the Code. A Financial Statement The Company conducts familiarization programmes for Statutory R eport Independent Directors are serving first term and shall be eligible Independent Directors to provide them an opportunity to of printed agenda papers. Board Meetings are governed by a declaration signed by the Group CEO to this effect is enclosed at for re-appointment for a further term of upto five years on passing familiarize with the Company, its management and its operations structured Agenda. The Agenda along with detailed explanatory the end of this Report. notes and supporting material are circulated in advance before of a special resolution by the Company. No Independent Director to gain a clear understanding of their roles and responsibilities each meeting to all the Directors for facilitating effective Remuneration of Directors shall hold office for more than two consecutive terms but such and contribute significantly towards the growth of the Company. discussion and decision-making. Independent Director shall be eligible for appointment after the The details of the familiarization programmes are disclosed on the The Nomination and Remuneration Committee (NRC) of the Board expiration of three years of ceasing to be an Independent Director. website of the Company at the web link: https://www.keva.co.in/ has framed a policy on selection and appointment of directors

The Company has issued formal letters of appointment to all the All recommendations made by the Committees of the Board had and senior management and their remuneration which has been s investors-categories/details-familiarization-programmes.

Independent Directors. Terms and conditions of appointment been accepted by the Board during the year under review. approved by the Board upon recommendation of the NRC. The s of independent directors are hosted on the website of the Details of skills/expertise/competence of the Board remuneration of directors is based on this policy. In accordance CEO/CFO Certification Company on weblink https://www.keva.co.in/appointment- of Directors with the policy, the NRC: of-independent-director. In the opinion of the Board, the The Chief Executive Officer (CEO) and the Chief Financial Officer The Board of directors of the Company comprises of distinguished • Formulates the criteria for appointment as a Director independent directors fulfill the conditions specified in these (CFO) have certified to the Board inter alia, the accuracy of the individuals who bring together rich experience and unparalleled • Identifies persons who are qualified to be Directors regulations and are independent of the management. financial statements and adequacy of internal controls for the knowledge. The core skills/competencies/expertise identified by financial reporting, in accordance with Regulation 17(8) of the • Nominates candidates for Directorships subject to the the Board as required in the context of its business and industry Independent Directors’ Meeting Listing Regulations, pertaining to CEO and CFO certification for approval of Board for it to function effectively are as under: One Independent Directors’ meeting was convened on 18 March the Financial Year ended 31 March 2020. • Approves the candidates required for senior management • Operations 2020, to review the performance of the Non-Independent Directors positions Code of Conduct including the Chairman and performance of the Board as a whole. • Finance • Evaluates the performance of the Board The Non-Independent• Directors did not take part in the meeting. • Legal Your Company is committed to ensure that its business is • Evaluates the performance of the Managing Director conducted, in all respects and all the times, according to rigorous • Branding or Whole-time Director and determine the Executive Board Effectiveness Evaluation ethical, professional and legal standards, which prevail from time compensation • Human Resource Management to time, in the industrial sector in which Company conducts its Pursuant to the provisions of the Listing Regulations and the Act, • Reviews performance and compensation of senior • Knowledge of F&F and FMCG sector normal business. The Company has laid down Code of Conduct Board effectiveness evaluation involving evaluation of the Board management of Directors, its Committees and Individual Directors, including • Strategy and business development for all the Board Members (including Independent Directors), • Recommends to the Board, commission to the Non- the role of the Board Chairman, was conducted during the year. Senior Management and other Employees of the Company. The Executive Directors, if any Competencies available with Board are mentioned hereunder: Code is intended to serve as a source of guiding principles for Feedback was sought by way of a structured questionnaire directors, officers and employees. The Code has been posted on • Operations (Mr. Dalip Sehgal, Mr. Mark Elliott) The said policy is available on the website of the Company on covering various aspects of the functioning of the Board and the website of the Company Web link: https://www.keva.co.in/ • Finance (Mr. Jairaj Purandare) weblink https://www.keva.co.in/investors-categories/policies. its Committee, such as, adequacy of the constitution and investors-categories/policies. All the Board Members, Senior composition of the Board and its Committees, processes • Legal (Mr. Shrikant Oka) followed at the meeting, Board’s focus, Board’s strategy and risk • Branding (Ms. Alpana Parida) Details of remuneration paid to Directors for the Financial Year 2019-20 along with their respective Shareholding in the Company are management etc. Similarly, for evaluation of Individual Directors’ • Human Resource Management (Ms. Sangeeta Singh) as under: performance, the questionnaire covered various aspects like his/ • Knowledge of F&F and FMCG sector (Mr. Dalip Sehgal) (Currency : ` in crores) her contribution in Board and Committee meetings, knowledge Name of Director Salary & Contribution Performance Linked Commission Sitting Total Number of Equity Shares to perform role, understanding of role and responsibilities, • Strategy and business development (Mr. Dalip Sehgal Perquisites to Funds Variable Incentive Fees* held as on 31 March 2020 business of the Company along with the environment. and Mr. Mark Elliott) @ @ $ For evaluation of Independent Directors’ performance, Mr. Ramesh Vaze 1.53 0.03 0.19 1.17 0.02 1.75 2,57,49,524 Board Procedures the questionnaire additionally covered various aspects Ms. Prabha Vaze - - - - 0.05 0.05 49,14,514 The required information, including information as enumerated in like ability to bring independent judgment during board Mr. Kedar Vaze 1.29 0.08 0.35 - - 1.72 1,39,35,100& deliberations, ability to uphold ethical standards of integrity and Part A of Schedule II of the Listing Regulations is made available to Mr. Deepak Raj Bindra^ ------probity to name a few. the Board of Directors for discussions and consideration at Board Meetings. The Board meets atleast once in a quarter to review Mr. Amit Dalmia ------The Independent Directors discussed the performance of financial results and operations of the Company. In addition to the Mr. Shrikant Oka - - - - 0.10 0.10 - above, the Board also meets as and when necessary to address non-Independent Directors and Board as a whole. The Nomination Mr. Dalip Sehgal - - - - 0.12 0.12 - and Remuneration Committee has also carried out evaluation of specific issues concerning the businesses of your Company. Ms. Alpana Parida - - - - 0.13 0.13 - every Director`s performance. The performance evaluation of all Independent Directors was been done by entire Board, excluding The Board periodically reviews compliance reports pertaining to Mr. Jairaj Purandare - - - - 0.10 0.10 - the Director being evaluated. all laws applicable to the listed entity, prepared by the listed entity Ms. Sangeeta Singh - - - - 0.14 0.14 - as well as steps taken by the listed entity to rectify instances of Mr. Mark Elliott# - - - - 0.01 0.01 - The Directors expressed their satisfaction with the non-compliances. The Board has formulated a Risk Management evaluation process. Policy for the group. *Sitting fees include payments for Board appointed committee meetings also.

56 S H Kelkar and Company Limited 57 Annual Report 2019-20

@Mr. Ramesh Vaze was acting as Managing Director until 31 August 2019, noted at the next meeting. The minutes of the meetings of all Terms of Reference 9) Reviewing, with the management, performance of thereafter, he was appointed as Non-Executive Director and Chairman

Committees of the Board of the Company and its subsidiaries are statutory and internal auditors, and adequacy of the internal Financial Statement of Board of Directors with effect from 01 September 2019 pursuant to The terms of reference of the Audit Committee, inter alia, includes Statutory R eport placed before the Board for discussions/noting. approval of shareholders. Salary & perquisites, contribution to funds the following: control systems; performance linked variable incentive of Mr. Ramesh Vaze pertain to a period from 01 April 2019 to 31 August 2019. Amount of salary & Details on the role and composition of these Committees, 1) Oversight of the Company’s financial reporting process, 10) Reviewing the adequacy of internal audit function, if any, perquisites includes leave encashment of ` 0.67 Cr pursuant to retirement including the number of meetings held during the financial year examination of the financial statement and the auditors’ including the structure of the internal audit department, as Managing Director. Mr. Ramesh Vaze has received sitting fees and and the related attendance are provided below. Composition of report thereon and the disclosure of its financial information staffing and seniority of the official heading the commission from 01 September 2019 upto 31 March 2020 in capacity as to ensure that the financial statement is correct, sufficient Non-Executive Director and Chairman of Board of Directors. the Committees is also posted on the website of the Company at department, reporting structure coverage and frequency and credible; the Web Link: https://www.keva.co.in/board-committees. of internal audit; s $1,65,500 equity shares purchased by Mr. Ramesh Vaze on market on 31 March 2020 were in the pool with the clearing members as on 2) Providing recommendation for appointment, remuneration s Audit Committee 11) Discussion with internal auditors any significant findings 31 March 2020. Including the said purchase, the number of equity shares and terms of appointment of auditors of the company; held by Mr. Ramesh Vaze as on 31 March 2020 is 2,59,15,024. Constitution and follow up there on; 3) Review and monitor the auditor’s independence and &1,00,000 and 67,500 equity shares purchased by Mr. Kedar Vaze on market The Audit Committee was constituted by the Board of Directors performance and effectiveness of audit process; 12) Reviewing the findings of any internal investigations by on 30 March 2020 and 31 March 2020 respectively, were in the pool with at its meeting held on 24 June 2014. The Committee was last the clearing members as on 31 March 2020. Including the said purchase, the internal auditors into matters where there is suspected re-constituted by the Board of Directors on 25 May 2018. 4) Recommending to the board of directors the appointment the number of equity shares held by Mr. Kedar Vaze as on 31 March 2020 fraud or irregularity or a failure of internal control systems of is 1,41,02,600. and removal of the external auditor, fixation of audit fees As on 31 March 2020, the Audit Committee comprised of the a material nature and reporting the matter to the board; ^ and approval for payment for any other services; Ceased to be a director on 25 October 2020. following members of which five are Non-Executive Directors 13) Discussion with statutory auditors before the audit #Appointed with effect from 15 December 2019. (including four Independent Directors) and one is an Executive 5) Approval of payment to statutory auditors for any other commences, about the nature and scope of audit as well as Director: services rendered by the statutory auditors; post-audit discussion to ascertain any area of concern; Perquisites include performance linked incentives which are • Mr. Jairaj Purandare – Independent Director, Chairman 6) Reviewing, with the management, the annual financial payable to the Whole-time Director(s) as employee(s) of the • Mr. Dalip Sehgal – Independent Director, Member statements before submission to the board for approval, 14) To look into the reasons for substantial defaults in the Company as per Company policy. Non-Executive Directors are with particular reference to: payment to the depositors, debenture holders, shareholders remunerated by way of sitting fees. The Chairman of the Board is • Ms. Sangeeta Singh – Independent Director, Member (in case of non-payment of declared dividends) remunerated by way of commission. During the FY 2019-20, the • Mr. Kedar Vaze – Executive Director, Member a. Matters required to be included in the ‘Director’s and creditors; Company did not advance any loan to any of its Directors. • Mr. Amit Dalmia – Non-Executive Director, Member Responsibility Statement’ to be included in the Board’s report; • Mr. Shrikant Oka – Independent Director, Member 15) To review the functioning of the whistle blower mechanism, The Company’s Board consisted of one Executive Director as on in case the same is existing; 31 March 2020 viz. Mr. Kedar Vaze - Whole-time Director & Group b. Changes, if any, in accounting policies and practices The Members of the Committee possess accounting and financial CEO. The Nomination and Remuneration Committee comprising and reasons for the same; management knowledge. The Chairman of the Committee is 16) Approval of appointment of the chief financial officer (i.e., of Non-Executive Directors recommends to the Board the a member of the Institute of Chartered Accountants of India. c. Major accounting entries involving estimates based on the whole time finance Director or any other person heading remuneration payable to the Executive Director within the overall The Company Secretary is the Secretary to the Committee. The the exercise of judgment by management; the finance function or discharging that function) after limits approved by the members of the Company. Committee invites the Chief Financial Officer and representative assessing the qualifications, experience and background of Internal Auditors and Statutory Auditors and any other such d. Significant adjustments made in the financial etc. of the candidate; The remuneration to Executive Director comprises two broad executives to be present at the meetings of the Committee. statements arising out of audit findings; terms – Fixed Remuneration and Variable remuneration in the 17) To investigate any activity within its terms of reference; form of performance incentive. The performance incentive is Meetings and Attendance e. Compliance with listing and other legal requirements based on the prevailing policy of the Company. Annual revisions The Committee met 4 (four) times during the year on 22.05.2019, relating to financial statements; 18) To seek information from any employee; in the remuneration within the limits approved by the members 09.08.2019, 25.10.2019 and 07.02.2020. The gap between f. Disclosure of any related party transactions; and are approved by the Nomination and Remuneration Committee. two Meetings did not exceed 120 days. The attendance at the 19) To obtain outside legal or other professional advice; The Board notes such annual increases. Meetings was as under: g. Qualifications in the draft audit report. 20) To secure attendance of outsiders with relevant expertise, Committee Members Number of Number of if it considers necessary; Committees of the Board 7) Reviewing, with the management, the quarterly financial Meetings held Meetings attended The Board is responsible for constituting, assigning, statements before submission to the Board for approval; 21) Approval or any subsequent modification of transactions of co-opting and fixing the terms of reference of various Mr. Jairaj Purandare 4 4 the company with related parties; Committees. At present, there are 4 committees of the Board – Mr. Dalip Sehgal 4 4 8) Reviewing, with the management, the statement of uses/ Mr. Shrikant Oka 4 4 Audit Committee, Nomination and Remuneration Committee, application of funds raised through an issue (public issue, 22) Scrutiny of inter-corporate loans and investments; Corporate Social Responsibility Committee and Stakeholders Ms. Sangeeta Singh 4 4 rights issue, preferential issue, etc.), the statement of funds Mr. Kedar Vaze 4 4 Relationship Committee. utilized for purposes other than those stated in the offer 23) Valuation of undertakings or assets of the Company, Mr. Amit Dalmia 4 3 document/prospectus/notice and the report submitted wherever it is necessary; The Committees operate as empowered agents of the Board by the monitoring agency monitoring the utilization of as per their terms of reference. The Board of Directors and the The Chairman of the Committee was present at the last Annual proceeds of a public or rights issue, and making appropriate 24) Evaluation of internal financial controls and risk Committees also take decisions by circular resolutions which are General Meeting of the Company held on 09 August 2019. recommendations to the Board to take up steps in this matter; management systems;

58 S H Kelkar and Company Limited 59 Annual Report 2019-20

25) Reviewing the utilization of loans and/ or advances from/ 2) Carry out evaluation of every director’s performance; 2) Recommend the amount of expenditure to be incurred on Terms of Reference

investment by the holding company in the subsidiary activities referred in the Corporate Social Responsibility Financial Statement 1) Considering and resolving the grievances of security holders Statutory R eport 3) Devising a policy on the board’s diversity; exceeding ` 100 crore or 10% of the asset size of the subsidiary, Policy; and of the company, including complaints related to transfer of whichever is lower including existing loans / advances / 4) Formulate the criteria for determining qualifications, shares, non-receipt of balance sheet, non-receipt of declared 3) Monitor the Corporate Social Responsibility Policy of our investments; and positive attributes and independence of a director and dividends, etc; Company and its implementation from time to time. 26) Carry out any other function as mentioned in the terms recommend to the board of directors a policy, relating to the remuneration for the directors, key managerial personnel 2) Giving effect to all transfer/transmission of shares of reference. Stakeholders’ Relationship Committee and debentures, dematerialization of shares and and other employees. While formulating the said policy, Composition, meetings and attendance rematerialization of shares, split and issue of duplicate/ s Nomination and Remuneration Committee ensure that: The Stakeholders’ Relationship Committee was constituted by consolidated share certificates, allotment and listing s Composition (a) the level and composition of remuneration is the Board of Directors at its meeting held on 12 March 2015. The of shares, buy back of shares, compliance with all the The Nomination and Remuneration Committee was constituted reasonable and sufficient to attract, retain and motivate Committee was last re-constituted by the Board of Directors on requirements related to shares, debentures and other by the Board of Directors at its meeting held on 24 June 2014. The directors of the quality required to run the company 25 October 2019. securities from time to time; Committee was last re-constituted by the Board of Directors on successfully; 25 October 2019. As on 31 March 2020, the Stakeholders’ Relationship Committee 3) To oversee the performance of the registrars and transfer (b) relationship of remuneration to performance is clear comprises of the following members, all of them being agents of the Company and to recommend measures for As on 31 March 2020, the Nomination and Remuneration and meets appropriate performance benchmarks; and Non-Executive Directors: overall improvement in the quality of investor services and Committee comprised of the following members, all of them also to monitor the implementation and compliance of the • Mr. Dalip Sehgal – Independent Director, Chairman being Non-Executive Directors: (c) remuneration to directors, key managerial personnel code of conduct for prohibition of insider trading pursuant and senior management involves a balance between • Ms. Alpana Parida – Independent Director, Member to the Securities and Exchange Board of India (Prohibition • Ms. Sangeeta Singh – Independent Director, Chairperson fixed and incentive pay reflecting short and long-term of Insider Trading) Regulations, 1992, as amended from time • Mr. Shrikant Oka – Non-Executive Director, Member • Ms. Alpana Parida – Independent Director, Member performance objectives appropriate to the working of to time and other related matters as may be assigned by the • Mr. Amit Dalmia – Non-Executive Director, Member board of directors; the company and its goals. Mr. Deepak Raj Bindra ceased to be a member of the Committee and Mr. Shrikant Oka was appointed as a member of the The Company Secretary is the Secretary to the Committee. 5) To recommend to the Board remuneration payable to senior 4) Reviewing the measures taken for effective exercise of Committee on 25 October 2019. management. voting rights by shareholders; Mr. Deepak Raj Bindra ceased to be a member of the Committee Ms. Deepti Chandratre, Company Secretary & DGM – Legal is the on 25 October 2019. Corporate Social Responsibility (Csr) Committee 5) Reviewing adherence to the service standards adopted by Compliance Officer of the Company. She is also the Secretary to Composition the listed entity in respect of various services being rendered Meetings and Attendance the Committee. The CSR Committee was constituted by the Board of Directors by the Registrar & Share Transfer Agent; and The Committee met 4 (four) times during the year on 22.05.2019, at its meeting held on 24 June 2014. The Committee was last The Committee deals with matters relating to redressal of 09.08.2019, 25.10.2019 and 18.03.2020. The attendance at the 6) Reviewing of the various measures and initiatives taken by re-constituted by the Board of Directors on 28 February 2018. shareholders’/investors’ grievances, investigating complaints meetings was as under: the listed entity for reducing the quantum of unclaimed relating to allotment of shares, approval of transfer or transmission As on 31 March 2020, the CSR Committee comprised of the dividends and ensuring timely receipt of dividend warrants/ Committee Members No. of Meetings No. of Meetings of shares, debentures or any other securities and complaints following members, all of whom were Non-Executive Directors: annual reports/statutory notices by the shareholders of relating to non-receipt of declared dividends, balance sheets etc. held attended the Company. Ms. Sangeeta Singh 4 4 • Mr. Ramesh Vaze – Non-Executive Director, Chairman The Committee met twice during the year on 22.05.2019 and Ms. Alpana Parida 4 4 • Ms. Prabha Vaze – Non-Executive Director, Member Summary of complaints during 2019-20: 25.10.2019. The attendance at the meetings was as under: Mr. Amit Dalmia 4 2 As per the certificate issued by the Registrar & Transfer Agent, no • Ms. Alpana Parida – Independent Director, Member Mr. Deepak Raj Bindra* 3 - Committee Members Number of Number of complaints were received from shareholder/investors during the *Mr. Deepak Raj Bindra ceased to be a member of the Committee on 25 The Company Secretary is the Secretary to the Committee. Meetings held Meetings financial year ended 31 March 2020. October 2019. attended Meetings and Attendance Mr. Dalip Sehgal 2 2 The Chairperson of the Committee was present at the last Annual The Committee met once during the year on 22.05.2019 and was Ms. Alpana Parida 2 2 General Meeting of the Company held on 09 August 2019. attended by all the Committee Members. Mr. Deepak Raj Bindra^ 2 - Terms of Reference Mr. Shrikant Oka* - - Terms of Reference The terms of reference of the Nomination and Remuneration ^Mr. Depak Raj Bindra stepped down as the member of the Committee The terms of reference of the CSR Committee, inter alia, include on 25 October 2019. Committee, inter alia, include the following: the following: *Mr. Shrikant Oka was appointed as the member of the Committee on 25 October 2019. 1) Identifying persons who are qualified to become directors 1) Formulate and recommend to the Board, a Corporate Social and who may be appointed in senior management positions Responsibility Policy which shall indicate the activities to be in accordance with the criteria laid down and recommend to undertaken by our Company as specified in Schedule VII of the board their appointment and removal; the Act;

60 S H Kelkar and Company Limited 61 Annual Report 2019-20

Disclosures Details Type of Votes cast in favour Votes cast against Financial Statement

General Body Meetings resolution No. of Votes % No. of Votes % Statutory R eport Annual General Meetings Scrutinizer for Postal Ballot Mr. Dilipkumar Maharana, Designated Partner, M/s. S. Anantha & Ved LLP, Company Secretaries Year Venue Date Time Special Resolutions passed Date of commencement of Postal Ballot 06 November 2019 2016-17 Indraprastha Hall, 261, Balrajeshwar Road, Vaishali Nagar, 10 August 2017 3.30 p.m. NIL Date of closing of Postal Ballot 05 December 2019 Mulund (West), Mumbai – 400 080 Declaration of results of Postal Ballot 06 December 2019 2017-18 Indraprastha Hall, 261, Balrajeshwar Road, Vaishali Nagar, 09 August 2018 5.00 p.m. NIL Mulund (West), Mumbai – 400 080 Procedure followed by Company for conducting Postal Ballot: s 2018-19 Indraprastha Hall, 261, Balrajeshwar Road, Vaishali Nagar, 09 August 2019 4.30 p.m. NIL s Mulund (West), Mumbai – 400 080 In compliance with Regulation 44 of the Listing Regulations and Officer of the Company. The results of Postal Ballot are also Sections 108, 110 and other applicable provisions of the Act, read displayed on the Company’s website, www.keva.co.in, besides Postal Ballot with the Rules thereunder, the Company provides electronic being communicated to the stock exchanges and depository. Details of Special Business including Special and Ordinary Resolutions passed through Postal Ballot during the financial year 2019-20: voting (e-voting) facility, in addition to physical postal ballot, to Details Type of Votes cast in favour Votes cast against all its members. For this purpose, the Company engages services Means of Communication resolution No. of Votes % No. of Votes % of Central Depository Services (India) Limited (“CDSL”) or National Quarterly and annual financial results of the Company as also Increasing the limits available for making investments/extending Special 11,28,40,904 95.24 56,34,720 4.76 Securities Depository Limited (“NSDL”). Postal ballot notices consolidated financial results of the group are usually published loans and giving guarantees or providing securities in connection Resolution and forms are dispatched, alongwith postage-prepaid business in Financial Express, an English financial daily and Mumbai with loan(s) to Person(s)/ Bodies Corporate(s) under Section 186 of reply envelopes to registered members/beneficiaries. The Postal Lakshdeep, a vernacular newspaper. All official news releases and the Companies Act, 2013 Ballot notice is sent by email to the members who have opted financial results are communicated by the Company through Approval of material related party transactions involving payment of Ordinary 3,20,41,467 85.00 56,52,736 15.00 for receiving communication through the electronic mode. The its corporate website www.keva.co.in. Presentations made to royalty under Regulation 23 of SEBI (Listing Obligations and Disclosure Resolution Requirements) Regulations, 2015 Company also publishes a notice in the newspaper declaring the Institutional Investors/analysts are also hosted on the website for Payment of remuneration to Executive Directors being promoters or Special 4,70,95,601 96.83 15,41,716 3.17 details and requirements as mandated by the Act and applicable wider dissemination. Transcripts of teleconferences with analysts members of the promoter group in excess of the limits prescribed Resolution Rules. Voting rights are reckoned on the paid-up value of shares are also available on the website of the company. The Management under Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure registered in the names of the members as on the cut-off date. Discussion and Analysis Report forms part of the Annual Report. Requirements) Regulations, 2015 Members who want to exercise their votes by physical ballot Re-designation of Mr. Ramesh Vaze (DIN: 00509751) as Non – Executive Special 3,88,04,769 75.66 1,24,82,548 24.34 are requested to return the forms, duly completed and signed, The Annual Report, Quarterly Results, Shareholding Pattern, Press Director and Chairman of the Board and to pay him commission Resolution to the Scrutinizer on or before the close of voting period. Those Releases, Intimation of Board Meetings and Issuance of shares Scrutinizer for Postal Ballot Mr. Sachin Sharma, Designated Partner, M/s. S. Anantha & using the e-voting option are requested to vote before the close and other relevant details of the Company are posted through Ved LLP, Company Secretaries of business hours on the last date of e-voting. The Scrutinizer BSE Listing Centre and NSE Electronic Application Processing Date of commencement of Postal Ballot 12 June 2019 Date of closing of Postal Ballot 12 July 2019 completes his scrutiny and submits his report to the Authorised System (NEAPS) portals for the information of investors. Declaration of results of Postal Ballot 13 July 2019 General Shareholder Information Details Type of Votes cast in favour Votes cast against Annual General Meeting: resolution No. of Votes % No. of Votes % Date and Time – 01 September, 2020 at 4.00 p.m. (through Video Conferencing / Other Audio Visual Means as set out in the Notice Appointment of Mr. Mark Elliott (DIN: 08594890) as an Independent Ordinary 12,18,62,476 99.99 736 0.00* convening the Annual General Meeting) Director on the Board of Directors of the Company to hold the office Resolution Financial Year : 01 April to 31 March for 2 (two) years from 15 December 2019 to 14 December 2021 Re-appointment of Mr. Dalip Sehgal (DIN: 00217255) as an Special 11,96,50,997 92.55 96,32,996 7.45 Independent Director on the Board of Directors of the Company to Resolution Financial Reporting for: hold office for second term of 3 (three) years from 09 December 2019 Quarter ending 30 June 2020 : Second week of August, 2020 to 08 December 2022 Half-year ending 30 September 2020 : Second week of November, 2020 Re-appointment of Ms. Alpana Parida (DIN: 06796621) as an Special 12,89,91,485 99.77 2,92,508 0.23 Quarter ending 31 December 2020 : Second week of February, 2021 Independent Director on the Board of Directors of the Company to Resolution Year ending 31 March 2021 : Second week of May, 2021 hold office for second term of 1 (one) year from 09 December 2019 to 08 December 2020 Note: The above dates are indicative. Re-appointment of Mr. Jairaj Purandare (DIN: 00159886) as an Special 11,92,54,364 96.62 41,68,909 3.38 Independent Director on the Board of Directors of the Company to Resolution Record Date : Not Applicable hold office for second term of 2 (two) years from 19 February 2020 to Date of Dividend Payment : Not Applicable 18 February 2022 Corporate Identity Number : L74999MH1955PLC009593 Re-appointment of Ms. Sangeeta Singh (DIN: 06920906) as an Special 12,70,67,897 98.29 22,16,176 1.71 ISIN : INE500L01026 Independent Director on the Board of Directors of the Company to Resolution hold office for second term of 3 (three) years from 19 February 2020 Registrar & Transfer Agent : Link Intime India Pvt. Ltd. to 18 February 2023 Plant Locations of the Group : Vashivali, Mulund, Vapi, Mahad, Anhui and Milan. *Less than 0.01%

62 S H Kelkar and Company Limited 63 Annual Report 2019-20

Listing Details The performance of the Company’s shares relative to the NSE Nifty Index is given in the chart below: Financial Statement Stock Exchange Address Stock / Script Code Statutory R eport 14000 160 BSE Limited (BSE) Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 539450 12000 140 National Stock Exchange of India Limited (NSE) Exchange Plaza, Bandra Kurla Complex, Mumbai 400 051 SHK 10000 120 100 8000 The Company has paid the Listing Fees for the year 2019-20 to the above Stock Exchanges. 80 6000 60

Stock Price Data 4000 s

NSE SNifty Closing 40 ` s (in ) 2000 20

Month BSE BSE (Sensex) NSE NSE (Nifty) 0 0 on NSE (Closing) Price SHK Share High Low Close (Monthly Closing) High Low Close (Monthly Closing) April 2019 164.85 144.10 149.95 39,031.55 164.80 145.00 149.70 11,748.15 Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 May 2019 162.00 141.55 151.40 39,714.20 162.00 141.35 151.45 11,922.80 Month June 2019 159.00 109.15 129.75 39,394.64 155.80 125.05 130.05 11,788.85 NSE Monthly CLOSING SHK Monthly closing July 2019 140.00 107.60 116.15 37,481.12 132.95 107.00 115.70 11,118.00 August 2019 142.00 105.05 125.50 37,332.79 142.90 104.80 125.65 11,023.25 Share Transfer System and Dematerialisation of Shares September 2019 147.80 123.70 137.70 38,667.33 147.90 122.20 137.85 11,474.45 Trading in Equity Shares of the Company through recognised Stock Exchanges is permitted only in dematerialised form. Entire paid- up Equity Share Capital is held in a dematerialised form with National Securities Depository Limited and Central Depository Services October 2019 147.95 115.00 123.95 40,129.05 124.00 145.80 114.50 11,877.45 (India) Limited as on 31 March 2020. The market lot of the Share of your Company is one Share, as the trading in the Equity Share of your November 2019 129.85 109.90 111.75 40,793.81 130.00 111.25 111.60 12,056.05 Company is permitted only in dematerialised form. Non-Promoters’ holding is around 42.51% and the stock is liquid. December 2019 116.00 101.00 110.35 41,253.74 115.80 102.75 110.30 12,168.45 Distribution of Shareholding as on 31 March 2020 January 2020 128.00 110.10 112.90 40,723.49 122.70 109.90 112.50 11,962.10 February 2020 124.00 98.75 100.05 38,297.29 124.20 99.00 100.20 11,201.75 Category of Shares Number of Shareholders % of Shareholders Number of Shares held % of Shareholding March 2020 105.05 63.00 77.60 29,468.49 105.70 62.55 76.10 8,597.75 0* 2 0.00 0 0.00 1 - 500 21,110 92.68 19,38,857 1.37 Stock Performance 501 - 1000 858 3.77 6,80,119 0.48 The performance of the Company’s shares relative to the BSE Sensitive Index is given in the chart below: 1001 - 2000 402 1.77 6,10,623 0.43 45000 160 2001 - 3000 112 0.49 2,84,979 0.20 40000 140 3001 - 4000 61 0.27 2,17,955 0.16 35000 120 4001 - 5000 46 0.20 2,14,895 0.15 30000 100 5001 - 10000 64 0.28 4,27,708 0.30 25000 80 10001 and above 123 0.54 13,69,45,665 96.91 20000 60 Total 22,778 100.00 14,13,20,801 100.00 15000

BSE Sensex Closing * Belong to promoter group 10000 40 20 5000 on BSE (Closing) Price SHK Share Shareholding Pattern as on 31 March 2020 0 0 Category of Shareholder Number of Shareholders % of Shareholders Number of Shares held % of Shareholding Promoter & Promoter 19 0.08 8,12,48,061 57.49 Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Group Month Public 22,758 99.92 5,67,66,311 40.17 BSE Monthly CLOSING SHK Monthly closing Shares held by Employee 1 0.00 33,06,429 2.34 Trust Total 22,778 100.00 14,13,20,801 100.00

64 S H Kelkar and Company Limited 65 Annual Report 2019-20

Outstanding GDRs/ADRs/Warrants or Any Convertible Instruments, Conversion Date C. Policy on Dividend Distribution

Your Company has adopted a policy on Dividend Distribution formulated in accordance with the Regulation 43A of the Listing Financial Statement The company has no outstanding GDRs/ADRs/Warrants/Convertible instruments as on 31 March 2020. Statutory R eport Regulations, and the same can be accessed on the website of the Company at the Web link: https://www.keva.co.in/investors- categories/policies. Due date for Transfer of Unclaimed Dividend to the Investor Education and Protection Fund (IEPF) D. Disclosure of transactions with Related Parties Financial Year Type of Dividend Date of Declaration Due date for transfer to IEPF Amount (`) unclaimed as Details of related party transactions are presented in notes to Accounts in the Annual Report. As a matter of good on 31 March 2020 corporate governance, the Audit Committee and Board grants omnibus approval of related party transactions. 2015-16 Interim 10 March 2016 14 May 2023 16,812 Such omnibus approvals are valid for a period not exceeding one year. Fresh approvals are obtained after the expiry of one year.

2016-17 Final 10 August 2017 13 October 2024 65,626.75 s E. Fees paid to Statutory Auditors 2017-18 Final 09 August 2018 12 October 2025 56,735.00 s ` 2019-20 Interim 18 March 2020 22 May 2027 7,601.90 A total fee of 0.84 crore was paid by the Company and its subsidiaries, on a consolidated basis, for all services to B S R & Co. LLP, Statutory Auditors and all entities in the network firm/ network entity of which they are part, details of which are as under:

Address for Correspondence Other Disclosures (Currency : ` in crore) Shareholders may correspond with the Registrar and Transfer A. Policy for determining material subsidiaries: Company Nature of Service Amount Agents at: The Company has formulated a policy for determining material subsidiaries in terms of the Listing Regulations. S H Kelkar and Company Limited Statutory Audit 0.45 Link Intime India Private Limited Company amended the policy of determining material Other (Tax Audit, Transfer Pricing Services, 0.20 Address: C 101, 247 Park, LBS Marg, Vikhroli West, Mumbai-400083 subsidiaries in line with the recent amendments to the Listing Corporate Governance Certificate) Regulations. This Policy has been posted on the website Tel. No.: +91 22 49186000 Keva Fragrances Private Limited Statutory Audit 0.11 of the Company at the Web link: https://www.keva.co.in/ Fax No.: +91 22 49186060 investors-categories/policies. In the Financial Year 2019-20, the Other (Tax Audit, certifications) 0.05 Company had four material subsidiaries viz. Keva Fragrances Email:[email protected] VN Creative Chemicals Private Limited Statutory Audit 0.05 Pvt. Ltd., Keva Fragrance Industries Pte Ltd, Singapore, PFW for all matters relating to transfer/dematerialisation of shares, Aroma Ingredients BV, the Netherlands and Creative Flavours Other (Tax Audit) 0.01 payment of dividend and any other query relating to Equity & Fragrances SpA (CFF), Italy. CFF’s income being more than Total 0.87 Shares of your Company. twenty percent of the consolidated income of the Company in the previous financial year, Mr. Mark Elliott was appointed on Your Company has also designated [email protected] as an board of CFF. Also, Ms. Sangeeta Singh acts as an independent F. Vigil Mechanism company either directly or indirectly when in possession exclusive email ID for Investors for the purpose of registering director on the Board of Keva Fragrances Pvt. Ltd. Your Company is committed to highest standards of ethical, of unpublished price sensitive information (UPSI). The complaints and the same has been displayed on the Company’s moral and legal business conduct. Accordingly, the Board Company maintains structured digital database for insiders. The Code enumerates the procedure to be followed website. The Audit Committee reviews the financial statements has adopted a Whistle Blower Policy to provide appropriate and in particular, the investments made by the unlisted avenues to the employees to bring to the attention of the for dealing in the shares of the Company and periodic subsidiary companies. The summary of minutes of Board management any issue which is perceived to be in violation disclosures to be made. It also restricts the insiders from Shareholders would have to correspond with the respective dealing in the Company’s shares during the period when meetings of the subsidiary companies are circulated to the of or in conflict with the fundamental business principles Depository Participants for Shares held in demateralised form the ‘Trading Window’ is announced closed. The Company Board of the Company along with agenda papers and the of the Company. The policy provides for a framework and for transfer/transmission of Shares, change of Address, change in process whereby concerns can be raised by its employees Secretary has been designated as the Compliance Officer. minutes are tabled at the Board meeting. The management Bank details, etc. against any kind of discrimination, harassment, victimization of the unlisted subsidiary periodically brings to the notice or any other unfair practice being adopted against them. H. Code of Corporate Disclosure Practices For all investor related matters, the Compliance Officer can also of the Board of Directors of the Company a statement of all The employees are encouraged to raise any of their concerns Pursuant to the SEBI (Prohibition of Insider Trading) be contacted at: significant transactions and arrangements entered into by by way of whistle blowing by conducting workshops at Regulations 2015, in order to restrict communication of UPSI, the unlisted material subsidiary. various units from time to time. The Whistle Blower Policy the Company has adopted Code of Corporate Disclosure Deepti Chandratre is available on the website of the Company at the Web link: Practices for disclosure of information about the Company B. Policy on Materiality of Related Party Transactions https://www.keva.co.in/investors-categories/policies. No to the public including fair disclosure of Unpublished Company Secretary & DGM – Legal and dealing with Related Party Transactions personnel has been denied access to the Whistle Officer / Price Sensitive Information is available on the website of S H Kelkar and Company Limited The Company has formulated a Policy on Materiality of CEO / Chairman of the Audit Committee. the Company at the https://www.keva.co.in/investors- Related Party Transactions and dealing with Related Party Address: Lal Bahadur Shastri Marg, Near Balrajeshwar Temple, categories/policies. Transactions in line with the requirements of Section 177 G. Code of Conduct to regulate, monitor and report Mulund (West), Mumbai - 400 080 (iv) and 188 of the Act read with Rules framed thereunder trading by Insiders I. Disclosure of Accounting Treatment Tel. No: +91 22 2164 9163 and the Listing Regulations. Your Company has amended Pursuant to the SEBI (Prohibition of Insider Trading) The financial statements are prepared in accordance with Fax No.: +91 22 2164 9766 the policy with effect from 01 April 2019 in line with the Regulations 2015, the Company has adopted a Code of Indian Accounting Standards (Ind AS) and provisions of Conduct to regulate, monitor and report trading by Insiders the Act and comply in material aspects with the Ind AS, Email:[email protected] recent amendments to the Listing Regulations. This Policy has been posted on the website of the Company at the Web (“Code”). Your Company has amended the Code in line with as per the Companies (Indian Accounting Standards) the recent amendments to the SEBI (Prohibition of Insider Rules, 2015 and Companies (Indian Accounting Standards) Your Company can also be visited at its website www.keva.co.in. link: https://www.keva.co.in/investors-categories/policies. Trading) Regulations, 2015. The objective of the Code (Amendment) Rules, 2016 notified under section 133 and is to restrict an insider from dealing in the shares of the other provisions of the Act.

66 S H Kelkar and Company Limited 67 Annual Report 2019-20

J. Compliance Reports • The company has separate position of Chairman and the Independent Auditors’ Certificate on Compliance with the Corporate Governance requirements under SEBI Chief Executive Officer.

The Board has reviewed the compliance reports from all Financial Statement

(Listing Obligations and Disclosure Requirements) Regulations, 2015 and 2018 Statutory R eport functions pertaining to the respective laws applicable to them at its meetings on quarterly basis. N. Disclosure in relation to Sexual Harassment of Women at Workplace (Prevention, Prohibition and To the Members of K. Audit of Reconciliation of Share Capital Redressal) Act, 2013 S H Kelkar and Company Limited As stipulated by SEBI, a Practicing Company Secretary carries Please refer Board’s Report for details. out the Audit of Reconciliation of Share Capital on a quarterly 1. This certificate is issued in accordance with the terms of our agreement dated 26 May 2020. basis to reconcile the total admitted capital with National O. Certificate from a company secretary in practice that Securities Depository Limited (NSDL) and Central Depository none of the directors on the board of the company 2. This report contains details of compliance of conditions of corporate governance by S H Kelkar and Company Limited (‘the Company’) s Services (India) Limited (CDSL) and the total issued and has been debarred or disqualified from being for the year ended 31 March 2020 as stipulated in regulations 17-27, clause (b) to (i) of regulation 46 (2) and paragraphs C, D and E s paid up capital. The Audit report is submitted to the Stock appointed or continuing as directors of companies of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Exchanges and is placed before the Board at its meetings. A certificate has been received from M/s. Mehta & Mehta, and 2018 (‘Listing Regulations’) pursuant to the Listing Agreement of the Company with Stock exchanges. Practising Company Secretaries, that none of the Directors L. Compliance with Mandatory Requirements on the Board of the Company has been debarred or Management’s Responsibility for compliance with the conditions of Listing Regulations Your Company has complied with all the mandatory disqualified from being appointed or continuing as directors 3. The compliance with the terms and conditions contained in the corporate governance is the responsibility of the Management of requirements relating to Corporate Governance under the of companies by the Securities and Exchange Board of India, Listing Regulations. No penalties, strictures were imposed Ministry of Corporate Affairs or any such statutory authority. the Company including the preparation and maintenance of all relevant supporting records and documents. on the Company by stock exchanges or SEBI or any statutory authority on any matter related to capital markets during P. Disclosure of commodity price risks and commodity Auditors’ Responsibility the last three years. hedging activities. 4. Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the Details of the same are mentioned in the Notes to Accounts conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. M. Compliance with Non-mandatory Requirements in the Annual Report. The non-mandatory requirements under the Listing 5. Pursuant to the requirements of the Listing Regulations, it is our responsibility to provide a reasonable assurance whether the Company Regulations as adopted by the Company are as under: Q. Non-Compliance of any requirement of Corporate has complied with the conditions of Corporate Governance as stipulated in Listing Regulations for the year ended 31 March 2020. Governance Report of sub-paras (2) to (10) of • There is no audit qualification in the company’s financial schedule V of the Listing Regulations. statements for the year ended 31 March 2020. Your Company 6. We conducted our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes issued by the There are no non-compliances of any requirements of continues to adopt best practices to ensure regime of Institute of Chartered Accountants of India. The Guidance Note requires that we comply with the ethical requirements of the Code Corporate Governance Report of sub-paras (2) to (10) unqualified financial statements. of Ethics issued by the Institute of Chartered Accountants of India. mentioned in schedule V of the Listing Regulations. • The Internal Auditor of the company reports to the 7. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms Audit Committee and participates in the meetings of the R. The Company has complied with Corporate Governance Audit Committee of the Board of Directors of the Requirements specified in regulation 17 to 27 to the extent that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements. Company and presents his internal audit observations to the applicable and clauses (b) to (i) of sub-regulation (2) of Audit Committee. regulation 46 of the Listing Regulations. Opinion 8. In our opinion, and to the best of our information and according to explanations given to us, we certify that the Company has For and on behalf of the Board of Directors of complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Regulations. S H Kelkar and Company Limited CIN: L74999MH1955PLC009593 9. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness Ramesh Vaze Kedar Vaze with which the management has conducted the affairs of the Company. Director & Chairman Director & Chief Executive Officer DIN: 00509751 DIN: 00511325 Restriction on use 10. The certificate is addressed and provided to the members of the Company solely for the purpose to enable the Company to Place: Mumbai comply with the requirement of the Listing Regulations, and it should not be used by any other person or for any other purpose. Date: 26 May 2020 Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this certificate is shown or into whose hands it may come without our prior consent in writing. Annexure to Report on Corporate Governance

To the Shareholders of For B S R & Co. LLP S H Kelkar and Company Limited Chartered Accountants Firm’s Registration No: 101248W/W-100022 Sub: Compliance with Code of Conduct I hereby declare that all the directors and senior management personnel have affirmed compliance with the Code of Conduct for the Balajirao Pothana year ended 31 March 2020. Partner Place: Mumbai Membership No: 122632 Place: Mumbai Kedar Vaze Date: 26 May 2020 Director & Chief Executive Officer Date: 26 May 2020 UDIN: 20122632AAAAAO3124

68 S H Kelkar and Company Limited 69 Annual Report 2019-20

Br Information: Financial Statement

Business Responsibility Report Statutory R eport 1. a. Details of the Director/Directors responsible for implementation of the BR policy/policies: - DIN: 00511325 Inclusive development is an integral part of social reform process and a foundation pillar for a better tomorrow. Keva has always - Name: Mr. Kedar Vaze contributed towards achieving the larger objective of inclusive development and believed it to be an integral part of good corporate - Designation: Director & CEO governance. Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the b. Details of the BR head: Directors present the Business Responsibility Report of the Company for the financial year ended on 31 March 2020 forming part of the

Annual Report. In keeping with the guiding principles of integrated reporting, we have provided cross-references to the reported data - DIN: 00511325 s within the main sections of this Annual Report for all aspects that are material to us and to our stakeholders. - Name: Mr. Kedar Vaze s - Designation: Director & CEO General Information: - Telephone number: 022 - 21677700 1. Corporate Identity Number (CIN) of the Company: L74999MH1955PLC009593 - e-mail id: [email protected] 2. Name of the Company: S H Kelkar and Company Limited 3. Address of the Registered Office: Devkaran Mansion, 36, Mangaldas Road, Mumbai - 400002 2. Principle wise (as per NGV’s) BR Policy/ Policies: 4. Website: www.keva.co.in Principle 1: Ethics, Transparency and Accountability [P1] Principle 2: Product Lifecycle Sustainability [P2] 5. E-mail id: [email protected] Principle 3: Employee Well-being [P3] 6. Financial Year reported: 2019-20 Principle 4: Stakeholder Engagement [P4] 7. Sector(s) the Company is engaged in (industrial Code 201* - Manufacture of organic and inorganic chemical Principle 5: Human Rights [P5] activity code-wise) compounds n.e.c. Principle 6: Protection of Environment [P6] 8. Key products / services: Fragrances and Flavours Principle 7: Responsible Advocacy [P7] Principle 8: Inclusive Growth and Equitable Development [P8] 9. Locations where business activities are undertaken The Company’s businesses and operations are spread across the country Principle 9: Customer Value [P9] by the Company: and abroad. Details of plant locations are provided in the section, ‘General Shareholder Information’ in the Corporate Governance Report. P1 P2 P3 P4 P5 P6 P7 P8 P9 10. Markets served by the Company: The Company’s products and services have a national presence and several products are exported through its subsidiary/ies. Do you have Principle-wise policy/policies? Yes Yes Yes Yes Yes Yes Yes Yes Yes 11. Subsidiary companies and their BR initiatives: The Company had 1 joint venture and 15 subsidiaries, including 8 Has the policy been formulated in consultation with the relevant Yes Yes Yes Yes Yes Yes Yes Yes Yes subsidiaries outside India as on 31 March 2020. The subsidiaries contribute stakeholders? to the sustainability initiatives of the Company. Does the policy confirm to any national / internationalThe policies are based on the National Voluntary Guidelines on 12. Do any other entity/entities (e.g. suppliers, The Business Responsibility policies are applicable to the management and standards? If yes, specify? Social, Environmental and Economic Responsibilities of Business distributors etc.) that the Company does business all the employees of the Company. In due course of time, the Company released by the Ministry of Corporate Affairs. with participate in the BR initiatives of the intends to take its sustainability policies and initiatives beyond the Has the policy being approved by the Board? If yes, has it been All the policies have been approved by the Board and have been Company? If yes, then indicate the percentage of boundaries of its manufacturing facilities and spread awareness amongst signed by the MD/owner/CEO/appropriate Board Director? signed by the CEO. such entity/entities? the relevant stakeholders. Does the company have a specified committee of the Board / The Board has appointed Mr. Kedar Vaze, Director & CEO, to oversee *As per National Industrial Classification – Ministry of Statistics and Programme Implementation Director/Official to oversee the implementation of the policy? policy implementation. Indicate the link for the policy to be viewed online? www.keva.co.in/policies Financial Details: Has the policy been formally communicated to all relevant The policies are available on www.keva.co.in/policies for information 1. Paid up Capital (As on 31.03.2020): ` 141.32 Crores internal and external stakeholders? of the internal and external stakeholders. 2. Total Turnover: ` 712.86 Crores Does the company have an in-house structure to implement the Yes policy/ policies? 3. Total Profit after taxes: ` 28.33 Crores Does the Company have a grievance redressal mechanism Yes 4. Total Spending on Corporate Social Responsibility (CSR): ` 1.78 Crores* related to the policy/policies to address stakeholders’ grievances 5. As percentage of Profit after taxes: 6.11% related to the policy/policies? 6. List of CSR activities in which expenditure has been incurred: Please refer Annexure E to the Board's Report. Has the company carried out independent audit/evaluation of Yes. The Company’s policies and procedures are supported by * Of ` 1.78 Crores, the Company has spent ` 1.73 Crores during the year. An amount of ` 0.05 Crores was contributed in April 2020 but pertained to the working of this policy by an internal or external agency? internal risk controls. CSR budget for FY 2019-20.

70 S H Kelkar and Company Limited 71 Annual Report 2019-20

3. Governance related to BR: 3. Does the Company have procedures in place for sustainable Principle 3 – Employee well-being:

sourcing (including transportation)? Financial Statement Indicate the frequency with which the Board of Directors, The CEO periodically assesses the BR performance of the Company Keva strives to build a workplace that nurtures individual joy Statutory R eport Committee of the Board or CEO assess the BR performance of the for ensuring the effectiveness and relevance of BR initiatives. and growth while maximizing collective performance of the The Company endeavours to integrate sustainability in Company? Within 3 months, 3-6 months, Annually, More than 1 year organization. Keva believes that its employees are its biggest the procurement process for its products and services Does the Company publish a BR or a Sustainability Report? What is The Company publishes its Business Responsibility Report strength and are a vital stakeholder in contributing to the across its diversified business portfolio. The Company the hyperlink for viewing this report? How frequently it is published? annually alongwith the Annual Report. The Business Responsibility sustainable growth of Keva. officials engage with the farmers across the countries Report for financial year 2019-20 forms part of the Company’s to encourage cultivation of aromatic oils. These Annual Report for financial year 2019-20 and can be accessed at 1. Total number of employees 556

officials impart knowhow of best agriculture practices s www.keva.co.in.

to the farmers. The Company offers aromatic plants 2. Total number of employees hired on temporary / 160 s for cultivation to such farmers with guarantee of contractual /casual basis Principle-Wise Performance: Nature / Complaints Complaints Complaints buy back for oils from them thereby contributing to 3. Number of permanent women employees 104 Principle 1 – Ethics, Transparency and Accountability: Stakeholder Received Resolved Resolved sustainable sourcing. 4. Number of permanent employees with disabilities 2 Efficient conduct of the business of the Company through during FY during FY (%) 5. Do you have an employee association that is Yes commitment to transparency and business ethics in discharging 2019-20 2019-20 4. Has the Company taken any steps to procure goods and recognized by management? its corporate responsibilities are hallmarks of the best practices Investor - - NA services from local & small producers, including communities being followed at Keva. In its endeavour to sustain highest complaints surrounding their place of work? If yes, what steps have 6. What percentage of your permanent employees is 31% standards of businesses, Keva has been adopting global best members of this recognized employee association? Customer 251 237 94.42* been taken to improve their capacity and capability of local practices of governance beyond legal compliance. complaints and small vendors? *Standalone entity data 1. Does the policy relating to ethics, bribery and corruption Sexual Harassment - - NA Keva works in collaboration with Sukruta Rural Employment 7. Number of complaints relating to child labour, forced labour, cover only the company? Yes/ No. Does it extend to the complaint Foundation, an NGO that works for the drought stricken involuntary labour, sexual harassment in the last financial Group/Joint Ventures/ Suppliers/Contractors/ NGOs/ *Owing to national lock-down in March 2020, 14 complaints remained Jat Taluka, in the district of Sangli, Maharashtra for year and pending, as on the end of the financial year. Others? pending as on 31 March 31 2020. manufacturing Neem oil. Through this initiative, Keva has been able to provide the women of Jat taluka a source of Category No of complaints No of complaints The Policy on Ethics, Transparency and Accountability along Principle 2 – Product Life Cycle Sustainability: livelihood that does not require them to migrate to long with the Code of Conduct is based upon the principles of filed during the pending as on end Keva endeavours to embed the principles of sustainability, as distances and can be done in the non-harvesting season. The Fairness, Ethics and Corporate Governance. The Company financial year of the financial year far as practicable, into the various stages of product life-cycle, neem project has led to significant improvements in their expects all the employees to act in accordance with the Child labour/forced Nil Not Applicable including procurement of raw material/service, manufacturing of lives that range from upliftment of economic conditions to highest standards of personal and professional integrity, labour/ product or delivery of service, transportation of raw materials and better lifestyle changes. honesty and ethical conduct. Vigil Mechanism and Whistle involuntary labour finished goods etc. Blower Policy ensure that highest standards of personal and 5. Does the company have a mechanism to recycle products Sexual harassment Nil Not Applicable professional integrity are maintained within the organisation. 1. List up to 3 of your products or services whose design has and waste? If yes, what is the percentage of recycling of Discriminatory Nil Not Applicable The Code is applicable to employees of the Company. The incorporated social or environmental concerns, risks and/or products and waste (separately as <5%, 5-10%, >10%). employment Company has adopted a Fraud Risk Management Policy to opportunities. provide a mechanism for employees for reporting actual or All units of Keva comply with guidelines issued by the 8. What percentage of your under-mentioned employees were suspected fraud. The Company has also in place Policy for Keva procures three products derived from White Pollution Control Boards, especially on waste water given safety & skill up-gradation training in the last year? prevention of Sexual Harassment at Workplace to maintain a Biotechnology process for use in the production of its treatment. The Company recycles 100% of Industrial work environment free from any form of conduct which can Effluents and Sewage after treatment. Hazardous be considered as harassing, coercive or disruptive. The Codes fragrances. These products are biotech natural fragrance Particulars Number % ingredients and totally renewable and cost-effective. wastes which are generated by the Company are given and policies communicate Keva’s zero tolerance approach to to Approved Transport Storage and Disposal Facility Permanent Employees 175 21.08 ethical violations and communicate Keva’s commitment to (“TSDF”) for disposal. 100% of E-waste is given to Permanent Women Employees 16 20.00 legal compliance and ethical good practices. 2. For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per Authorised E-waste Disposal vendors for disposing off Casual/ Temporary/ Contractual 145 41.43 the same pursuant to which we receive a certificate to 2. How many stakeholder complaints were received in the unit of product (optional): Employees that effect from such vendors. Foodie Machines have past financial year and what percentage was satisfactorily Employees with disabilities Not Not been installed which convert Canteen and Garden waste resolved by the Management? With a diverse portfolio of products and complex production Applicable Applicable into manure. processes, calculating our environmental performance Keva has a well-designed mechanism for all its stakeholders per product poses unique challenges. The Company to communicate to it about any inappropriate behaviour. has designed technologies to enable resource efficient, The particulars of stakeholder complaints received and sustainable manufacturing processes and technologies resolved during the year are as under: required to produce our products.

72 S H Kelkar and Company Limited 73 Annual Report 2019-20

Principle 4 – Stakeholder Engagement: Principle 5 – Human Rights: with CFL at its Vashivali and Mulund Units. The Company has installation of Reverse Osmosis Plant to reuse the treated

commissioned rooftop solar panels at its units at Mulund water from RO for cooling tower and gardening purpose, Financial Statement Keva has always encouraged multi stakeholder participation. Keva Keva firmly believes in upholding and promoting human rights. Statutory R eport has always partnered with its stakeholders and believed in sharing Keva’s Policies and their implementation are directed towards and Vashivali for generation of electricity upto 460 and 120 installation of Multiple Effect Evaporator, implementation of tertiary treatment system for Effluent treatment plant the fruits of socio-economic progress. This business philosophy adherence to applicable laws and to uphold the spirit of KW per day, respectively. The Company has full-fledged Effluent Treatment plants, in its all locations and treat all to reduce COD load in discharge, incorporation of Variable stems from our belief that we are part of the community and we fundamental human rights, as enshrined in the Constitution of effluents generated in respective processes. Your Company Frequency Drives wherever feasible. owe them for what we are. India and the Universal Declaration of the Human Rights of the United Nations. has installed Reverse Osmosis Plant of capacity 240 KL per day and Multiple Effect Evaporator of capacity 24 KL per Light sensors have been installed for all street lights. 1. Has the Company mapped its internal and external

day at Vashivali Unit thus making it Zero Liquid Discharge Reciprocating compressor has been replaced by new energy s stakeholders? 1. Does the policy of the Company on human rights cover

only the Company or extend to the Group/Joint Ventures/ Unit. The Company has installed Foodie Machines of 75 Kg efficient noiseless screw compressor. Motion sensors have s per day capacity, for converting canteen and garden waste been put up near wash rooms. Solar day light reflector has At the Company, identification of stakeholders is an ongoing Suppliers/Contractors/NGOs/Others? into manure at Mulund and Vashivali Units. Your Company been installed for better illumination on the shop floor. process. The Company’s internal and external stakeholders has planted approx 9,500 trees at Vashivali. Your Company include employees, customers, NGOs and communities, The Company, on its own initiative, is committed to comply uses PNG instead of LPG in its canteens. The Company 6. Are the Emissions/Waste generated by the Company within business partners, suppliers, investors, government, with all human rights and follow it across all stakeholders is in process of constructing a Green House at Vashivali the permissible limits given by CPCB/SPCB for the financial regulators, peers and industry ecosystem. The external associated with the Company. The Group does not employ Unit for nurturing saplings of plants from which essential year being reported? shareholders are mapped through defined activities such as any forced labour and child labour and is committed to oils are extracted which shall be given to the farmers for customer events, channel partner meet etc. promoting the general equality among the employees. Currently, the policy of the Company on human rights plantation. STP treated water instead of fresh water is used The Company is in compliance with the applicable for gardening. RO permeate and WTP backwash water are environmental laws and regulations. The Company’s The Company has always ensured value creation, safety, covers only the Company. re-used in Units for cooling tower feed water. Jet pressure emissions, effluents and waste are within Central and State skill up-gradation, enhanced living standards and better 2. How many stakeholder complaints have been received in pump is used for blending vessel cleaning. Pollution Control Boards permissible limits. experience for its partners including employees, contract the past financial year and what percent was satisfactorily workers, distributors, suppliers through its good governance resolved by the management? 3. Does the Company identify and assess potential 7. Number of show cause/ legal notices received from CPCB/ and employee friendly policies and practices. environmental risks? SPCB which are pending (i.e. not resolved to satisfaction) as During the financial year 2019-20, the Company did on end of Financial Year. 2. Out of the above, has the Company identified the not receive any complaint with regard to violation of The Company follows sound environmental management disadvantaged, vulnerable and marginalized stakeholders? As at the end of the Financial Year 2019-20, there were no human rights. practices across all its manufacturing units to assess and show cause / legal notices received from CPCB / SPCB which address environmental risks. Keva is consistently putting are pending resolution. The Company identifies marginalized and disadvantaged Principle 6 – Protection of Environment: in efforts to improve the environment protection measures groups through need assessment and engagement with Keva strives to consistently improve environmental performance further. Improving energy efficiency in the existing plants local underprivileged communities around its business Principle 7 – Responsible Advocacy: of its manufacturing operations, products and supply chain. and its processes is also one of the key focus areas for the locations. The disadvantaged and vulnerable stakeholders Keva believes that working together with the institutions or Keva believes that sustainable development and environment Company. generally include differently-abled employees, women and associations engaged in policy advocacy will help the Company conservation can be achieved more effectively through a rural communities in the vicinity of its plants. The Company create positive social and environment impact while achieving its structured and systematic approach. 4. Does the Company have any project related to Clean works with Vanvasi Kalyan Ashram for the upliftment of Development Mechanism? If yes, whether any environmental business goals. Its intention is not just to be a member of these tribal communities. institutions but also advocating best practices for the benefit of 1. Does the policy related to Principle 6 cover only the compliance report is filed? the society at large. Company or extends to the Group /Joint Ventures/ Suppliers/ 3. Are there any special initiatives taken by the company Contractors / NGOs /others? While the Company has so far not registered any project to engage with the disadvantaged, vulnerable and related to Clean Development Mechanism, it is continuously 1. Is your company a member of any trade and chamber or association? If Yes, Name only those major ones that your marginalized stakeholders? Keva strives to preserve environmental sustainability at all endeavouring to identify opportunities to contribute in this business deals with. levels of operations – in its own practice and as a participant regard. Keva is an equal opportunity employer and provides equal in the community. Environment Health & Safety Policy Yes. The Company is a member of several industrial and opportunities to differently-abled, marginalized and people is applicable to all employees of the Company including 5. Has the Company undertaken any other initiatives on – trade bodies namely: from economically weaker backgrounds. All employees full-time, partial and contractual employees. clean technology, energy efficiency, renewable energy, etc. have equal opportunity on career growth, coaching and If yes, please give hyperlink for web page etc.? - IFRA (International Fragrance Association) mentoring. The Company has employed two visually 2. Does the Company have strategies/initiatives to address challenged persons who have been working in Technology global environmental issues such as climate change, global Various initiatives have been undertaken by your Company - FAFAI (Fragrance and Flavours Association of India) & Application Function. towards conservation of energy/utilising alternate sources of warming, etc? If yes, please give hyperlink for webpage etc? - European Federation of Essential Oils energy viz. Installation of Energy Efficient LED lights in place The initiatives undertaken for disadvantaged, vulnerable and Yes, Keva is cognizant of the catastrophic effects of continued of conventional lights, commission of rooftop solar panels, - National Safety Council (NSC) marginalized stakeholders are elaborated in Annual Report depletion of natural resources and believes in utilising its close monitoring of lighting system by providing dedicated - Mulund Kurla MARG (Mutual Aid Response Group) on Corporate Social Responsibility activities for financial business intelligence in developing strategies to address team to avoid unwanted lighting power, insulation to FO tank, year 2019-20 which forms Annexure E to the Board's Report. these concerns. The Company has replaced fluorescent lamps

74 S H Kelkar and Company Limited 75 Annual Report 2019-20

- Quality Circle Forum of India The aforesaid projects have been carried out by the 2. Does the company display product information on the No cases were filed by any stakeholder against the Company

Company either directly or by partnering with like-minded regarding unfair trade practices, irresponsible advertising Financial Statement - Patalganga & Rasayani Industries Association product label, over and above what is mandated as per Statutory R eport and/or anti-competitive behaviour during the last five years. NGOs and government organizations. Details of CSR local laws? - Bombay Chamber of Commerce & Industry initiatives are available in the Annual Report on Corporate 4. Did your Company carry out any consumer survey/ Social Responsibility activities for financial year 2019-20 - Indian Chemical Council Yes, the Company displays such product information on its consumer satisfaction trends? which forms Annexure E to the Board's Report. - CHEMEXIL packaging as is mandated by law. A well-established system is in place for dealing with 3. Have you done any impact assessment of your initiative? customer feedback. Consumers are provided multiple - European Federation of Essential Oils 3. Is there any case filed by any stakeholder against the options to connect with the Company through email, s

Company regarding unfair trade practices, irresponsible s - Maharashtra Economic Development Council With a view to enhance the effectiveness of the CSR projects telephone, website, feedback forms, etc. On analysing the and initiatives, feedback is obtained on regular basis from the - International Federation of Essential Oils and advertising and/or anti-competitive behaviour during the feedback received from customers, it was noted that 84% of concerned stakeholders, including the target beneficiaries Aroma Trades last five years and pending as on end of financial year? the customers were highly satisfied with the Company. of the CSR projects. Feedback is collated and appropriately analysed to understand the efficacy of the projects in terms 2. Have you advocated/lobbied through above associations of delivery of desired benefits to the community and to gain for the advancement or improvement of public good? If For and on behalf of the Board of Directors of insights for improving the design and delivery of future yes, specify the broad areas (drop box: Governance and S H Kelkar and Company Limited initiatives. Administration, Economic Reforms, Inclusive Development CIN: L74999MH1955PLC009593 Policies, Energy Security, Water, Food Security, Sustainable 4. What is your company’s direct contribution to community Business Principles, Others) development projects? Ramesh Vaze Kedar Vaze Through membership with trade and industry associations, Mumbai Director & Chairman Director & Chief Executive Officer During the year, the Company spent ` 1.73 Crore towards the Company makes efforts to further contribute on specific 26 May 2020 DIN: 00509751 DIN: 00511325 various community development projects. Details of CSR sustainable business issues, safety reforms etc. The Company projects are available in the Annual Report on Corporate regularly nominates its representatives for scheduled Social Responsibility activities for financial year 2019-20 Environment, Health & Safety trainings organised by NSC. which forms Annexure E to the Board's Report. The Company regularly participates in on-site and off-site mock drills organized by DISH and MARG. 5. Have you taken steps to ensure that this community development initiative is successfully adopted by the Principle 8 – Inclusive Growth and Equitable community? Development: Keva supports the principle of inclusive growth and equitable All the business locations of the Company continuously development through its Corporate Social Responsibility initiatives engage with communities surrounding their operations and also through its business. The Company acknowledges the through focused interactions. This is done to gauge the impact of its activities on social and economic development and needs, priorities and expectations of the local community. strives to create positive environment. Initiatives are thus designed and delivered in a transparent manner in line with inputs from the community itself. 1. Does the Company have specified programmes/initiatives/ projects in pursuit of the policy related to Principle 8? If yes Principle 9 – Customer Value: details thereof. Keva is dedicated to delivering products that satisfy the unmet needs of the customers. We continue to engage with our Keva believes in inclusive growth to facilitate creation of a customers and address their needs through tailored outreach. value-based and empowered society through continuous and purposeful engagement with society around. The 1. What percentage of customer complaints/consumer cases Company undertakes the initiatives through the CSR are pending as on the end of financial year? committee of the Board as per the CSR policy of the Company. The CSR projects are in accordance with Schedule Keva values its consumers and their grievances are taken VII of the Companies Act, 2013 and rules made thereunder. with utmost seriousness. 5.58% of the customer complaints / consumer cases received during Financial Year 2019-20 were 2. Are the programmes/projects undertaken through in- pending as on 31 March 2020. 14 complaints were pending house team/own foundation/external NGO/ government as on 31 March 2020 owing to country-wide lockdown in the structures/any other organization? month of March 2020 in light of COVID-19 pandemic.

76 S H Kelkar and Company Limited 77 Financial Statements 79 of over allowances effectiveness comfort loss 2019-20

reasonableness obtain the making operating Report Annual Annual and for and assess policy to challenging and accounting specialists implementation IT Group’s design, inhouse appropriateness the the our comprehensive income, consolidated changes in equity changes in and consolidated income, comprehensive year then ended. for the cash flows consolidated Opinion Basis for on with the Standards conducted our audit in accordance We section specified under Act. (SAs) of the 143(10) Our Auditing further are SAs under those describedresponsibilities in the of the Consolidated Audit the Responsibilities for Auditor’s independent are We section report. of our Statements Financial with the ethical in accordance ventures and its joint of the Group, our audit of the consolidated to relevant are that requirements by Ethics issued Code of terms of the in financial statements of India and the relevant the Institute of Chartered Accountants our other ethical fulfilled have and we of the Act, provisions We with these requirements. in accordance responsibilities us along with the obtained by the audit evidence that believe to of audit reports referred of the other auditors consideration is below, paragraph “Other Matters” (a) of the in sub paragraph for our opinion on a basis provide to and appropriate sufficient financial statements. the consolidated Matters Audit Key professional our in that, matters those are matters audit Key in our audit of the of most significance were judgment, These period. current the of statements financial consolidated of the our audit of the context in addressed were matters forming our and in as a whole, financial statements consolidated opinion on a separate do not provide and we opinion thereon, these matters. ageing report of days past due; ageing report of days the key data and assumptions used by the Group for computing computing for the Group and assumptions used by the key data assumptions includes historical Assessing receivables. ECL on trade factors; and expected collections and other related default rate, on trade receivables with reference to the requirements of the the requirements to reference with receivables on trade standards; applicable accounting of key controls over processes of credit control, collection of trade control, of credit processes over of key controls balances; up of overdue and follow receivables • Checking • Using • Assessing How the matter was addressed in our audit addressed was the matter How • Testing

The key audit matter audit key The sales of its products to from revenue generates Group The jurisdictions and different segment in fragrance customers carrying of The receivables of trade amount within India. 2020, representing 31 March as at Rs 317.39 crores to totaled assets of the Group. 21.30% of the total including customers, of number large significant are There jurisdictions in different Customers and distributors. traders subject business and other risks. their independent are to (ECL) loss expectedthe assesses credit Group The all possible from resulting these customers for allowance These of the receivables. the expected life defaults over a trade before be recognized expected to generally are past due. becomes receivable Description of Key Audit Matter Audit Description of Key receivables on trade allowance Loss Independent Auditors’ Report IndependentAuditors’ the Members of To Limited S H Kelkar and Company Financial Report of Consolidated on the Audit Statements Opinion of S financial statements the consolidated audited have We as the to referred (hereinafter Limited H Kelkar Company and ‘Holding Company”) and its subsidiaries (Holding Company and “theGroup”), as to referred and its subsidiariestogether Balance the Consolidated comprise which ventures, its joint Statement 2020, and the Consolidated 31 March Sheet as at Income), Loss (including Comprehensive and Other of Profit of Changes in Equity and Consolidated Statement Consolidated to and notes then ended, the year for Flows of Cash Statement including a summary of financial statements, the consolidated explanatory policies and other information accounting significant statements”). financial “theconsolidated as to referred (hereinafter and according In the best of our information our opinion and to and based on the consideration us, to given explanations the to of financial statements of reports on separate of other auditors the other by audited as were such subsidiaries venture and joint the give financial statements consolidated the aforesaid auditors, the in (“Act”) 2013 Act, Companies the by required information a true and fair view in conformity and give manner so required in India, accepted principles generally with the accounting joint and its of affairs of the Group state of the consolidated and other profit 2020, of its consolidated 31 March as at ventures

al Financi ements Stat Financial Statements 81 the the Act, used Board to content the and of and policies regarding relevant 2019-20

143(3)(i) control structure evidence Management Report Annual Annual accounting of of section audit internal of Under presentation, appropriate appropriateness overall appropriateness the understanding on the the sufficient an circumstances. the appropriate to provide a basis for our opinion. The risk of not The our opinion. a basis for provide to appropriate is fraud from resulting detecting misstatement a material involve may as fraud error, from resulting one for higher than misrepresentations, omissions, intentional forgery, collusion, control. of internal or the override we are also responsible for expressing our opinion on the our opinion expressing for also responsible are we consolidated to the reference with controls financial internal of such effectiveness operating and the financial statements based on our audit. controls financial information of such entities or business activities entities of such financial information an express to ventures and its joint within the Group We are financial statements. opinion on the consolidated the direction, supervision for responsible and performance included of such entities of the audit of financial information the we are of which financial statements in the consolidated included in the other entities the For auditors. independent been audited which have financial statements, consolidated responsible remain such other auditors other auditors, by the direction, supervisionfor and performance of the audits our for solely responsible remain We carried them. out by further are in this regard audit opinion. Ourresponsibilities in ‘Other Matters’ section (a) of the describedin para titled this audit report. of the consolidated financial statements, including the financial statements, of the consolidated financial consolidated the and whether disclosures, the underlying transactions and represent statements fair presentation. achieves in a manner that events of Directors use of the going concern basis of accounting basis of accounting going concern use of the of Directors and, statements financial of consolidated in preparation material a whether obtained, evidence audit the on based that or conditions events to uncertainty related exists this of appropriateness the on doubt significant cast may uncertainty a material that assumption. If conclude we auditor’s our in attention draw to required are we exists, in the consolidated disclosures report the related to inadequate, are if such disclosures or, financial statements based on the are modify our opinion. Our conclusions to auditor’s of our date the to up obtained evidence audit cause the may or conditions events future report. However, as a going continue to cease to ventures and its joint Group concern. and the reasonableness of accounting estimates and and estimates of accounting and the reasonableness of the Management and Board made by disclosures related Company. of the Holding Directors audit in order to design audit procedures that are appropriate appropriate are that audit procedures design to audit in order in • Obtain • Evaluate • Obtain • Evaluate • Conclude the of misstatement material of risks the assess and consolidated financial statements, whether due to fraud or to fraud whether due financial statements, consolidated to responsive and perform design audit procedures error, and is sufficient that and obtain audit evidence those risks, including the Indian Accounting Standards (Ind AS) specified Standards the Indianincluding Accounting Management and respective The under section 133 of the Act. and in the Group included of the companies of Directors Board of adequate maintenance for responsible are ventures of its joint of the Act with the provisions in accordance records accounting preventing and for the assets of each company. safeguarding for the selectionand detecting and other irregularities; frauds makingpolicies; accounting appropriate of application and and prudent; reasonable are that and estimates judgments adequate of maintenance and implementation design, the and for effectively operating were that controls, financial internal records, of the accounting ensuring accuracy and completeness consolidated of the and presentation preparation the to relevant free and fair view and are a true give that financial statements which or error, fraud whether due to misstatement, material from of the consolidated the purpose of preparation used for been have of the by the and Directors Management financial statements as aforesaid. Holding Company, respective the statements, financial Inconsolidated the preparing included of the companies of Directors Management and Board assessing for responsible are ventures and joint in the Group as a going concern, continue to the ability company of each and going concern to related matters as applicable, disclosing, respective unless the basis of accounting using the going concern or to the Company liquidate to either intends of Directors Board do so. but to alternative or has no realistic operations, cease included in the companies of of Directors Board respective The the overseeing for is responsible venture and of its joint the Group reportingcompany. of each financial process Auditor’s Responsibilities for the Audit of the the Audit Responsibilities for Auditor’s Statements Financial Consolidated about whether assurance obtain reasonable to Our objectives are from free are a whole as statements financial consolidated the and to or error, fraud whether due to misstatement, material report includes our opinion. Reasonable that issue an auditor’s that but is not a guarantee of assurance, is a high level assurance detect a always will SAs with accordance conductedin audit an can arise Misstatements when it exists. misstatement material individually or if, material considered and are or error fraud from influence be expected to reasonably they could in the aggregate, these of basis the on taken users of decisions economic the financial statements. consolidated professional exercise we with SAs, partAs of an audit in accordance the throughout skepticism professional maintain and judgment We also: audit. • Identify

of the rate, unit’s of assessment. evaluation confirmations discount as the generating in determination such impairment cash customers over assist of to for controls assumptions of outcome independent specialists working key the of valuation effectiveness Obtaining valuation underlying our sensitivity the and the of the operating work The Holding Company’s Management and Board of Directors of Directors Management and Board Holding Company’s The of these and presentation the preparation for responsible are of requirements term of the in financial statements consolidated of state consolidated the of view fair and true a give Actthe that income, comprehensive loss and other profit/ consolidated affairs, of changes in equity and consolidated statement consolidated in accordance ventures including its joint of the Group cash flows in India, accepted principles generally with the accounting Management’s and Board of Directors’ Responsibilities of Directors’ and Board Management’s Statements Financial the Consolidated for be materially misstated. If, based on the work we have performed have we based on the work If, misstated. be materially reportaudit done/ work the on based and auditors, other of this other of misstatement a material is there that conclude we nothing have We report to fact. that required are we information, reportto in this regard. on the outstanding balances on sample (using statistical sampling) sampling) statistical (using sample on balances outstanding on the with balance customer obtained from the balances Agreed basis. Checking items. with applicable reconciling in the books along and other relevant customers from bank receipts subsequent 31 March at balances receivable closing trade to relating documents received. not are 2020, when confirmations recoverable amount of cash generating units. Cash generating units generating Cash units. of cash generating amount recoverable which the goodwill is allocated; those to this purpose are for assumptions and methodologies used by the Group; used by assumptions and methodologies impairment assessment; growth rate etc. in estimating projections including cash flows. These projections cash flows. including in estimating etc. rate growth of and industry with assistance economic to forecasts compared are specialists; and. our valuation This is tested to changes in key assumptions. to is tested This How the matter was addressed in our audit addressed was the matter How • Circulating How the matter was addressed in our audit addressed was the matter How in respect included the of goodwill of impairment Our audit procedures following: • Testing • Evaluating • Challenging • Using • Assessing ompany Limited ompany S H Kelkar and C nformation Loss rate depending on days past due; on days depending rate Loss risk of customers credit certain for future adjusted experience historical conditions economic Refer to Note 3.20 (basis of consolidation) and Note 2.4 (h) and Note 3.20 (basis of consolidation) Note to Refer and judgements). of estimates (Use including assets, intangible significant has Group The The of businesses. the acquisition Goodwill arising from carrying ` 40.23 crores to of Goodwill amount totalled the to 6A Note the in as disclosed 2020 March 31 at as performsManagement financial statements. consolidated of Goodwill. review an annual impairment units and cash generating to goodwill is attributable The in use model, using a value impairment for is reviewed financial the consolidated to 47 as describedin note of the impairment evaluation consider We statements. estimates significant involve to management Goodwill by uncertaintyinherent the to due involved judgement, and cash flows. future and discounting in forecasting our audit. for of focus an area was this Accordingly, The Key Audit Matter Audit Key The The key audit matter key The The measurement of ECL involves significant Group’s Group’s significant ECL involves of measurement The including: and assumptions, judgements - - - estimates applied significant measuring ECL, the Group For of the trade In addition, the exposure and judgements. we Accordingly, amount. significant involved receivables as a receivables of ECL on trade the assessment identified key audit matter. mpairment testing for Goodwill on consolidation for testing mpairment In financial connection with our audit of the consolidated the other information read is to our responsibility statements, is whether the other information consider in doing so, and, financial statements with the consolidated inconsistent materially or our knowledge or otherwise obtained in the audit appears to Our opinion on the consolidated financial statements does not financial statements Our consolidated opinion on the of form any express not do we and information other the cover thereon. conclusion assurance Other I of Directors and Board management Holding Company’s The other information The the other information. for responsible are included in the holding Company’s the information comprises and annual report, does not include the financial statements but report thereon. our auditors’ I 80 Financial Statements 83 Partner B S R & Co. LLP B S R & Co. 2019-20

Balajirao Pothana Balajirao For Chartered Accountants Membership No: 122632 Report Annual Annual UDIN: 20122632AAAAAM5508 Firm’s Registration No: 101248W/W-100022 Registration Firm’s Ind AS, for material foreseeable losses, on long-term on long-term losses, foreseeable material Ind for AS, Note Refer contracts. derivative including contracts respect in statements financial the consolidated 24 to and its joint the Group to as it relates of such items venture. be to required which are amounts no are There Protection and Education Investor the to transferred or its subsidiary the Holding Company by Fund in India incorporated venture and its joint companies 2020. March ended 31 during the year financial statements in the consolidated disclosures The in specified bank as dealings holdings as well regarding 30 2016 to 8 November during the periodnotes from not been made in the financial 2016 have December they do not pertain since the financial statements to 2020. 31 March ended year With respect to the matter to be included in the Auditor’s in the Auditor’s be included to the matter respect to With report under section 197(16): and the information to In our opinion and according us and based on the reports to of the given explanations statutory of such subsidiary auditors and a joint companies by audited not in India were which incorporated venture the by year paid during the current the remuneration us, its subsidiary and a joint companies Holding Company, with the provisions is in accordance its directors to venture any ion paid to remunerat The of Section 197 of the Act. its subsidiary companies the Holding Company, by director of the limit laid down is not in excess venture and a joint MinistryThe under Section of Corporate 197 of the Act. other details under Section has not prescribed Affairs us. upon by be commented to required 197(16) which are iii. iv. Mumbai 2020 26 May C. The consolidated financial statements disclose the financial statements consolidated The impact 2020 on 31 March as at of pending litigations and financial position of the Group the consolidated the consolidated 38 to Note Refer ventures. its joint financial statements. financial has been made in the consolidated Provision or law under the applicable as required statements, nt of nt stateme in equityof changes and the consolidated by this Report with dealt in agreement cash flows are the for maintained of account books with the relevant financial of the consolidated purpose of preparation statements. financial consolidated In the aforesaid our opinion, with the Ind comply AS specified under statements section 133 of the Act. received representations written the of basis the On as on 31 of the Holding Company the directors from of Directors the Board by 2020 taken on record March the reports and of the of the Holding Company statutory of its subsidiary auditors joint and companies companies, Group the of directors the of none venture, in India disqualified as on 31 is March incorporated of in terms as a director being appointed 2020 from Section 164(2) of the Act. the adequacy respect to financial of the internal With of the financial statements to with reference controls its subsidiary and a companies Holding Company, in India the operating and incorporated venture joint to our separate refer controls, of such effectiveness A” “Annexure Report in With respect to the other matters to be included in the be to the other matters respect to With Report with Rule 11 of the Companies in accordance Auditor’s the and to 2014, in our opinion Rules, and Auditor’s) (Audit the explanations to and according best of our information of the reports based on the consideration us and to given of financial statements on separate of the other auditors ‘Other in the as noted venture, the subsidiaries and a joint paragraph: Matters’ i. ii. d) e) f) B. Nil of Sectionof far so Actthe in of 143

0.02 crores for the year ended on that date, date, on that ended the year for crores 0.02 We have sought and obtained all the information and and obtained all the information sought have We of our knowledge the best which to and explanations necessary the purposes of our audit of for belief were financial statements. consolidated the aforesaid as required books of account In our opinion, proper of the aforesaid preparation to relating law by been kept so have financial statements consolidated books those of examination our from appears it as far and the reports of the other auditors. the consolidated sheet, balance consolidated The and loss (including other of profit statement statement the consolidated income), comprehensive and net cash inflows (before consolidation adjustments) adjustments) consolidation (before and net cash inflows ` to amounting financial statements, in the consolidated as considered The other auditors. us or by by either not been audited have include the Group’s also financial statements consolidated income) comprehensive (and other of net profit share the for of ` 2.27 crores adjustments) consolidation (before in the consolidated considered 2020, as ended 31 March year whose venture, respect in of one joint financial statements, by by us or audited not been have financial statement have statements financial unaudited These auditors. other the Management and our opinion us by been furnished to in so far as it financial statements, on the consolidated included in respect and disclosures amounts the to relates and our report in venture, of these subsidiaries and joint sub-sectionsof terms (3) The financial statements of two subsidiaries, whose financial subsidiaries, of two statements financial The consolidation total assets (before reflect statements 2020, total March 31 as at of ` 4.38 crores adjustments) of ` adjustments) consolidation (before revenues b) c) As required by Section by audit based on our 143(3) of the Act, required As reports of of the other auditors and on the consideration such subsidiaries of and financial statements on separate as noted other auditors, by audited as were venture a joint report, extent the we to paragraph, ‘OtherMatters’ the in that: applicable, a) as it relates to the aforesaid subsidiaries and joint venture, is venture, subsidiaries and joint aforesaid the to as it relates In our financial statements. based solely on such unaudited and explanations the information to opinion and according these financial statements the Management, by us to given the Group. to material not are

(b) Report on Other and Regulatory Legal Requirements A. Our opinion on the consolidated financial statements, and our financial statements, Our opinion on the consolidated is reporton Other Regulatory and below, Legal Requirements respectto our with matters respectnot modified in of the above done and the reports on the work other auditors of the reliance certified by theand the financial statements Management. 5.10 crores for the year year the for crores 5.10 ` ompany Limited ompany of Section 143 of the Act, in so far as it relates to to Sectionof relates as it far so in Act, the of 143

S H Kelkar and C 0.11 crores for the year ended 31 March 2020, in respect ended 31 March the year for ` 0.11 crores the aforesaid subsidiaries and joint venture is based solely venture subsidiaries and joint the aforesaid on the audit reports of the other auditors. ended on that date, as considered in the consolidated in the consolidated as considered date, ended on that financial statements consolidated The financial statements. (and other of net profit share also include the Group’s adjustments) consolidation (before income) comprehensive of have whose financial statements venture, of one joint have financial statements These us. by not been audited been whose reports other auditors by have been audited the Management and our opinion on us by furnished to relates in so far as it financial statements, the consolidated included in respect of these and disclosures the amounts to and our report of sub- in terms venture subsidiaries and joint section(3) We did not audit the financial statements of ten subsidiaries, ten subsidiaries, of did not audit the financial statements We reflect total assets (before whose financial statements March 31 as at crores 674.05 Rs of adjustments) consolidation of adjustments) consolidation (before revenues 2020, total consolidation (before and net cash inflows ` 488.57 crores to amounting adjustments) Other Matters (a) From the matters communicated with those charged with with those charged communicated the matters From of most were that those matters determine we governance, financial statements consolidated in the audit of the significance the key audit matters. therefore period and are of the current report or unless law in our auditors’ describe these matters We or when, about the matter public disclosure precludes regulation a matter that determine we circumstances, in extremely rare in our report because the adverse should not be communicated be expected to reasonably of doing so would consequences communication. benefits of such the public interest outweigh We also provide those charged with governance with a statement with a statement with governance those charged also provide We ethical requirements with relevant complied have we that with them all communicate and to independence, regarding be thought reasonably may that and other matters relationships related applicable, and where bear on our independence, to safeguards. We communicate with those charged with governance of with governance those charged with communicate We included in other entities and such the Holding Company the we are of which financial statements the consolidated the among other matters, regarding, auditors independent audit of the audit and significant and timing planned scope control internal in deficiencies significant including any findings, during our audit. identify we that We believe that the audit evidence obtained by us along with us along with by obtained the audit evidence that believe We of audit reports referred of the other auditors the consideration is below, (a) of the Other in sub-paragraph to paragraph Matters opinion for our audit a basis provide to appropriate and sufficient financial statements. on the consolidated 82 Financial Statements 85 Partner B S R & Co. LLP B S R & Co. 2019-20

Balajirao Pothana Balajirao For Chartered Accountants Membership No: 122632 Report Annual Annual UDIN: 20122632AAAAAM5508 Firm’s Registration No: 101248W/W-100022 Registration Firm’s Other Matters reports Sectionunder Ouraforesaid the Acton the of 143(3)(i) financial the internal of adequacy effectiveness operating and financial statements consolidated to with reference controls six subsidiary to and a joint companies, insofar as it relates in India, is based incorporated companies which are venture, reports of such companies on the corresponding of the auditors in India. incorporated statements may become inadequate because of changes in because of inadequate become may statements or with the policies of compliance degree the or that conditions, deteriorate. may procedures Mumbai 2020 26 May nternal Financial controls controls Financial nternal I nherent Limitations of Limitations nherent reasonable assurance that transactions are recorded as necessary recorded transactions that are assurance reasonable with accordance in of financial statements permit preparation to and receipts and that principles, accounting accepted generally only in accordance being made are of the company expenditures of the company; and directors of management with authorisations or prevention regarding assurance reasonable and (3) provide or disposition timely detection use, of unauthorised acquisition, on the effect a material have could assets that of the company’s financial statements. with Reference to consolidated Financial Statements Financial consolidated to with Reference I controls financial of internal limitations Because of the inherent including financial statements, consolidated to with reference of override management the possibility or improper of collusion occur may or fraud error due to misstatements material controls, of the evaluation projections of any Also, and not be detected. financial consolidated to reference with controls financial internal subject periods the the risk are that to future to statements financial consolidated to reference with controls financial internal nternal Financial controls with controls Financial nternal o consolidated financial statements includes those policies and policies those includes statements financial consolidated o Meaning of I Statements Financial Consolidated to Reference to reference with controls financial internal A company’s to designed is a process financial statements consolidated of financial the reliability regarding assurance reasonable provide external for statements financial of reportingpreparation the and accounting accepted with generally purposes in accordance reference with controls financial internal A company’s principles. t that, (1) pertain of records that the maintenance to procedures fairlyand reflect transactions the accurately detail, reasonable in and dispositions of the assets of the company; (2) provide Auditors’ Responsibility Auditors’ financial internal on the opinion an express Our is to responsibility based statements financial consolidated to with reference controls with the conducted in accordance our audit We on our audit. under prescribed on Auditing, and the Standards Note Guidance an audit of section applicable to the extent to 143(10) of the Act, financial consolidated to reference with controls financial internal that require Note and the Guidance Standards Those statements. plan and perform and the with ethical requirements comply we whether adequate about assurance obtain reasonable audit to financial consolidated to reference with controls financial internal and if such controls established and maintained were statements respects. in all material effectively operated obtain audit to performing procedures Our audit involves about the adequacycontrols evidence financial internal of the their and financial statements consolidated to with reference controls financial of internal Our audit effectiveness. operating included financial statements consolidated to with reference with controls financial obtaining an understanding of internal assessing the financial statements, consolidated to reference and evaluating and testing weaknessrisk a material exists, that controls of the internal effectiveness and operating the design selected depend on procedures The based on the assessed risk. the risks of of including the assessment judgement, the auditor’s financial statements, of the consolidated misstatement material or error. fraud whether due to obtained and the have we the audit evidence that believe We of the relevant the other auditors obtained by audit evidence of their reports in terms subsidiary venture and a joint companies is sufficient below, in the Other to paragraph Matters referred our audit opinion on the a basis for provide to and appropriate financial consolidated to reference with controls financial internal statements. nternal Financial Financial nternal ompany Limited ompany S H Kelkar and C Controls Management’s Responsibility for I Responsibility for Management’s of Directors the Board and management Company’s respective The financial internal establishing and maintaining for responsible are financial statements consolidated to reference with controls Company respective the criteriathe by on established based stated control of internal components the essential considering include the design, responsibilities These Note. in the Guidance financial internal of adequate and maintenance implementation for ensuring the orderly effectively operating were that controls to conduct including adherence and efficient business, of its of its assets, the safeguarding policies, company’s the respective the accuracy and detection and errors, of frauds the prevention and the timely records, of the accounting and completeness under required as financial information, of reliable preparation “the Act”). as to referred 2013 (hereinafter Act, the Companies In our opinion, the Holding Company and such companies companies such and InCompany Holding the opinion, our in India its subsidiary are which incorporated and a companies internal adequate respects, in all material have, venture, joint financial consolidated to reference with controls financial operating were controls financial and such internal statements financial 2020, based on the internal at 31 as March effectively financial statements consolidated to with reference controls the essential considering such companies criteria established by Note in the Guidance stated controls of such internal components Reporting Over Financial Controls of Internal Financial on Audit of India (the Institutethe Charteredof by issued Accountants Note”). “Guidance In financial conjunction with our audit of the consolidated ended 31 the year for as of and Company the of statements with controls financial the internal audited have 2020, we March Kelkar of S H financial statements consolidated to reference “the Holding as to referred (hereinafter Limited and Company in India under the Company”) incorporated and such companies its subsidiary 2013 which are Act, and a Companies companies date. as of that venture joint Opinion (Referred to in paragraph A (f)paragraph in to (Referred ‘Report under and Other on Legal sectionRegulatory of our report Requirements’ date) even of Report on the internal financial controls with reference reference with Reportcontrols financial internal the on statements financial consolidated aforesaid the to Sub-section (i) of under Clause 3 of Section 143 of the 2013 Act, Companies Annexure A to the Independent Auditors’ report on the consolidated financial statements report on the consolidated the Independent Auditors’ A to Annexure 2020 period the 31 March ended for Limited of S H Kelkar and Company 84 Financial Statements - - 87 0.23 0.41 2.60 0.05 6.20 6.20 23.36 13.01 13.95 31.15 88.25 81.77 87.84 35.14 88.48 82.00 (0.56) (6.15) (6.48) (0.23) (6.48) (0.23) 609.35 128.09 192.67 956.63 114.85 114.85 (31.59) (10.78) Mumbai 1,048.12 1,071.48 Kedar Vaze Kedar Year ended Year 26 May 2020 26 May DIN: 00511325 DIN: 31 March 2019 31 March 2019-20

Deepti Chandratre Company Secretary Company - Membership No: A20759 No: Membership 7.83 2.72 0.15 1.77 1.89 1.16 0.17 1.89 0.17 2.56 2.56 35.86 76.27 24.70 51.50 37.75 34.70 89.78 36.46 53.32 21.73 35.69 37.58 (0.03) (1.29) (0.06) (1.76) Report Annual Annual 551.98 137.68 187.43 1,114.23 1,122.06 1,032.28 CIN: L74999MH1955PLC009593 Year ended Year Director & Chief Executive Officer & Chief Executive Director S H Kelkar and Company Limited S H Kelkar Company and (Currency : Indian Rupees in crores) (Currency of 31 March 2020 31 March For and on behalf of the Board of Directors and on behalf of the Board For 26 27 28 29 30 31 32 33 53 34 1-3 4-55 Note 26 May 2020 26 May Director & ChairmanDirector Exchange differences in translating the financial statements of a foreign operation foreign of a the financial statements in translating differences Exchange Remeasurements of defined benefit liability (asset) Remeasurements or loss profit to will not be reclassified that items to Income tax related - for earlier years - for - for current year current - for - for current year current - for earlier years - for tems that will be reclassified to profit or loss to profit will be reclassified that tems tems that will not be reclassified to profit or loss to profit will not be reclassified that tems Revenue from operations from Revenue Other income Cost of materials consumed of materials Cost Purchase of traded goods of traded Purchase Changes in inventories of finished goods, stock-in-trade and work-in-progress and stock-in-trade of finished goods, Changes in inventories Employee benefits expense benefits Employee Finance costs Finance Depreciation and amortisationDepreciation expense Other expenses Profit attributable to: attributable Profit Owners the Company of Deferred tax charge Deferred Current tax Current Non-controlling interests Non-controlling Other comprehensive income attributable to: attributable income Other comprehensive Owners the Company of Non-controlling interests Non-controlling Total comprehensive income attributable to: attributable income comprehensive Total Owners of the Company Non-controlling interests Non-controlling Basic earnings per share (`) Basic earnings per share Diluted earnings per share (`) earnings per share Diluted ncome I

Total income Total Expenses

i Other comprehensive income Other comprehensive i tax net of income the year, for income other comprehensive Consolidated the year for income comprehensive consolidated Total Consolidated profit for the year for the profit Consolidated ` 1.22 year [Previous (net of amortisation ` 1.22 Crores investee in equity accounted of profit Share and tax) adjustment allocation price purchase assets from intangible on identified Crores] Consolidated profit before share of profit in equity accounted investee accounted in equity of profit share before profit Consolidated

Total expenses Total and tax items exceptional before Profit Consolidated items Exceptional tax before profit Consolidated expense Tax

ominal value of ` 10 each, fully paid-up) (Nominal value Earnings per equity share

Significant accounting policies accounting Significant The notes referred to above and other notes form an integral part financial an integral of the consolidated form and other notes above to referred notes The statements. ICAI Membership No: 37556 No: Membership Mumbai ICAI Mumbai 26 May 2020 26 May DIN: 00509751 DIN: 122632 Officer No: Partner Financial Membership Shrikant Mate Chief Ramesh Vaze Pothana Balajirao Accountants attached. per our report date As of even LLP B S R & Co. For Chartered No: 101248W/W-100022 Registration Firm’s Consolidated Statement of Profit and Loss and of Profit Statement Consolidated 2020 31 March ended year the for - - 2.70 1.39 1.53 3.44 6.16 2.24 1.98 0.87 7.18 *0.00 15.42 13.83 39.84 38.86 22.22 95.84 25.51 28.00 21.77 37.45 61.08 10.81 69.97 17.92 90.74 27.09 13.64 10.08 31.07 369.42 674.80 373.94 284.45 770.29 144.62 425.50 293.23 863.35 874.16 264.00 127.13 480.19 570.93 Mumbai 1,445.09 1,445.09 Kedar Vaze Kedar 26 May 2020 26 May DIN: 00511325 DIN: 31 March 2019 31 March Deepti Chandratre Company Secretary Company - Membership No: A20759 No: Membership 2.78 2.96 2.31 3.00 6.57 2.33 1.09 0.78 7.79 *0.00 46.12 13.37 45.64 97.00 40.23 15.00 32.57 40.04 16.52 62.55 51.91 27.54 10.58 54.40 23.63 79.90 52.96 14.35 10.81 36.15 327.13 681.67 336.96 317.39 780.71 141.32 441.93 823.97 240.72 834.55 288.09 165.32 655.37 575.47 1,489.92 1,489.92 CIN: L74999MH1955PLC009593 Director & Chief Executive Officer & Chief Executive Director S H Kelkar and Company Limited S H Kelkar Company and (Currency : Indian Rupees in crores) (Currency of 31 March 2020 31 March For and on behalf of the Board of Directors and on behalf of the Board For 4 4 5 7 8 9 9 37 10 36 35 11 12 13 14 15 16 10 11 53 17 18 19 20 21 36 22 23 23 24 25 21 35 6B 6A 1-3 4-55 Note Director & ChairmanDirector 2020 26 May ompany Limited ompany TS Cash and cash equivalents Cash Other balances bank - total outstanging dues of creditors other than micro enterprises and small enterprises enterprises other than micro dues of creditors outstanging - total - total outstanging dues of micro enterprises and small enterprises and enterprises dues of micro outstanging - total S H Kelkar and C

Property, plant and equipment plant Property, Capital work-in-progress Capital Right of use asset Investment Property Investment Other assets intangible development Intangible assets under Investee Equity Accounted assets Financial Deferred tax assets (net) Deferred Other assets (net) tax Other non-current assets Financial assets Financial Other assets current Equity share capital Equity share Other equity liabilities Financial Deferred tax liabilities (net) Deferred Financial liabilities Financial Other liabilities current Current tax liabilities (net) Current TS

quity quity attributable to owners of the Company owners quity to attributable The notes referred to above and other notes form an integral part financial statements. an integral of the consolidated form and other notes above to referred notes The ASSE Non-current assets

Goodwill Investments Loans Others

Current assets Current Inventories receivables Investments Trade Total non-current assets Total Loans Others EQUITY AND LIABILITIES E Assets Held for Sale Held for Assets Total current assets current Total ASSE TOTAL Retained earnings reserves Retained Other E interests Non-controlling Liabilities Non-current liabilities Borrowings Total equity Total Others Provisions Total non-current liabilities Total liabilities Current Borrowings Trade payables Trade Others

Provisions Significant accounting policies accounting Significant Total Liabilities Total EQUITY AND LIABILITIES TOTAL Total current liabilities current Total

DIN: 00509751 DIN: 37556 Accountants 122632 less than ` 0.01 crores *Amount attached. per our report date As of even Officer LLP B S R & Co. For Ramesh Vaze No: Chartered No: No: 101248W/W-100022 Registration Firm’s Pothana Balajirao Financial Partner Membership Membership Mumbai Shrikant Mate Chief ICAI Mumbai 2020 26 May

Consolidated Balance Sheet Balance Consolidated 2020 31 March as at 86 Financial Statements - - 89 ) Total Total quity 81.69 (6.23) (5.23) E 729.54 (45.15) (25.09) Mumbai - - - - Kedar Vaze Kedar 26 May 2020 26 May Non- DIN: 00511325 DIN: 10.81 11.04 (0.23) nterests I 2019-20

Deepti Chandratre Company Secretary Company Controlling Controlling (continued Membership No: A20759 No: Membership Total 81.92 (6.23) (5.23) (45.15) (25.09) Report 718.73 Annual Annual - - - - CIN: L74999MH1955PLC009593 (Currency : Indian in crores) Rupees (Currency Director & Chief Executive Officer & Chief Executive Director S H Kelkar and Company Limited S H Kelkar and Company Shares of (74.95) (45.15) Treasury Treasury - - - For and on behalf of the Board of Directors and on behalf of the Board For 17.15 (6.00) (6.00) Reserve Translation Translation 1-3 Foreign Currency Currency Foreign - - - - - 8.77 Other reserves 0.23 0.23 STARs STARs reserves - 87.92 (0.23) (5.23) 425.50 (25.32) earnings Retained - - - - - Reserves& Surplus 111.16 General General Reserve ------26 May 2020 26 May Director & ChairmanDirector Capital Capital Reserve Redemption Attributable to the equity to holders of the Company Attributable - - - - - 213.80 Account Premium Premium Securities - - - - - 17.07 Capital Capital Reserve Other equity Balance at 31 March 2019 31 March at Balance Acquisition through through Acquisition business combination 49) note (refer Total comprehensive comprehensive Total the year for income Exchange differences in differences Exchange the financial translating of a foreign statements operation Transaction with the Transaction of the Company, owners directly in equity recorded and Contributions distributions Dividends Dividend Distribution Tax (DDT) Others of treasury shares Purchase during the year Trust the by for the year ended 31 March 2020 31 March ended year the for (b) 26 May 2020 26 May 37556 No: Membership Mumbai ICAI Mumbai No: 101248W/W-100022 Registration Firm’s Consolidated Statement of Changes in Equityof Changes Statement Consolidated Accountants attached. per our report date As of even LLP B S R & Co. For Ramesh Vaze Chartered Pothana Balajirao Partner DIN: 00509751 DIN: 122632 Officer No: Financial Membership Chief Shrikant Mate policies accounting Significant part financial statements. an integral of the consolidated form and other notes above to 4-55 referred notes The - - - Total Total 1.67 0.12 2.00 quity 88.25 35.86 (0.33) E 34.45 (3.19) (0.79) (2.76) 712.28 693.23 729.54 144.62 144.62 (56.10) (13.12) ------Non- 0.17 (0.23) 10.58 10.81 (0.40) (0.23) 31 March 2019 31 March nterests I Controlling Controlling - - Total 2.07 0.12 2.00 88.48 (0.33) (3.30) 34.69 35.69 (3.19) (2.76) (0.79) 718.73 (13.12) 682.65 (56.10) 712.28 144.62 141.32 ------(Currency : Indian Rupees in crores) (Currency 2.00 Shares (29.80) (72.95) (74.95) Treasury Treasury 31 March 2020 31 March ------2.07 2.07 23.15 19.22 17.15 Reserve Translation Translation Foreign Currency Currency Foreign ------8.77 8.77 8.77 Other reserves - 0.23 0.31 STARs STARs (0.25) (0.79) reserves - 0.12 88.48 (0.33) 35.69 32.62 (3.19) (2.76) 368.13 441.93 425.50 (13.43) earnings Retained ------Reserves& Surplus (3.30) 111.16 107.86 General General Reserve 111.16 ------3.30 3.30 Capital Capital Reserve Redemption Attributable to the equity to holders of the Company Attributable ------213.80 157.70 213.80 (56.10) Account Premium Premium Securities ------17.07 17.07 17.07 ompany Limited ompany Capital Capital Reserve S H Kelkar and C

quity share capital quity share Opening balance as at as at Opening balance Adjustment pursuant to buy back of equity to shares pursuant Adjustment Closing balance as at balance Closing Other equity

Balance at 01 April 2019 01 April at Balance Contributions and and Contributions distributions Dividends Total comprehensive comprehensive Total ended the year for income 2020 31 March for profit Consolidated the year Exchange differences in differences Exchange the financial translating of a foreign statements operation Total comprehensive comprehensive Total the year for income Transaction with the Transaction of the Company, owners directly in equity recorded of buy-back Utiilised for equity shares Total comprehensive comprehensive Total ended the year for income 2019 31 March for profit Consolidated the year Dividend Distribution Tax Dividend Distribution Tax (DDT) Items of OCI for the year, year, the Items of OCI for net of tax of Remeasurements defined benefit liability IND AS 116 Leases Items of OCI for the year, the year, Items of OCI for net of tax Remeasurements of Remeasurements defined benefit liability Acquisition of Anhui of Anhui Acquisition Ruibang Loss on participationLoss in trust buy back by Others extinguised on Shares buyback Balance at 01 April 2018 01 April at Balance Balance at 31 March 2020 31 March at Balance (b) (a) e Consolidated Statement of Changes in Equity of Changes Statement Consolidated 2020 31 March ended year the for 88 Financial Statements 91 2.86 0.01 0.23 0.64 12.39 22.20 48.66 11.15 (0.52) (0.19) (0.52) 77.59 56.43 21.16 (37.97) (13.70) (11.49) (45.15) (30.55) 226.88 117.06 109.82 Mumbai Kedar Vaze Kedar 26 May 2020 26 May DIN: 00511325 DIN: 31 March 2019 31 March 2019-20

Deepti Chandratre Company Secretary Company - - Membership No: A20759 No: Membership 0.21 1.14 22.82 51.49 10.85 (1.83) (1.17) (0.52) 77.59 Report Annual Annual (52.94) (95.62) (33.07) (33.07) (26.44) (31.39) (16.19) 192.47 226.88 (34.41) (196.20) CIN: L74999MH1955PLC009593 Director & Chief Executive Officer & Chief Executive Director S H Kelkar and Company Limited S H Kelkar Company and (Currency : Indian Rupees in crores) (Currency of 31 March 2020 31 March (continued) For and on behalf of the Board of Directors and on behalf of the Board For Director & ChairmanDirector 26 May 2020 26 May Short-term borrowing Non-cash changes movement exchange Foreign Closing balances obligation) Lease Finance (excluding borrowing Long-term Short-term borrowing flows Cash obligation) Lease Finance (excluding borrowing Long-term Short-term borrowing Bank overdraft of cash flows in the statement and cash equivalents Cash Total with IND AS 7 in accordance statement Debt reconciliation Opening balances obligation) Lease Finance (excluding borrowing Long-term exchange earners foreign currency account earners foreign exchange on hand Cash Effect of exchange rate changes on cash and cash equivalents rate exchange Effect of (D+E+F) the end of the year at and cash equivalents Cash (end of the year) and cash equivalents Cash of : comprise and cash equivalents Cash with banks in - Balances accounts current Net increase/ (decrease) in cash and cash equivalents ( A + B + C) in cash and cash equivalents (decrease) increase/ Net of subsidiary on acquisition taken over Cash Interest paid Interest sheet with the balance cash equivalents of cash and Reconciliation (beginning year) of the and cash equivalents Cash Sales/(Purchase) of Treasury Shares by Employee Benefit Trust Benefit Employee by Shares Treasury of Sales/(Purchase) including tax thereon Dividend paid, on treasury shares Dividend received less than ` 0.01 crores *Amount Statements” Flow “Cash (IND AS 7) - Standard as set out in the Accounting “Indirect Method” under the has been prepared Statement Flow Cash above The short-term maturity original an (with are three of balances equivalents Cash banks. with deposits and accounts current hand, on cash comprises, Cash of acquisition) the date or less from months part financial statements. an integral of the consolidated form andother notes above to referred notes The

G. D. financing from (C) activities used in/ generated net cash flows E.

Chief Financial Officer Financial Chief Ramesh Vaze No: 101248W/W-100022 Registration Firm’s Pothana Balajirao Partner Shrikant Mate DIN: 00509751 DIN: 122632 No: Membership Accountants attached. per our report date As of even LLP B S R & Co. For Chartered ICAI Membership No: 37556 No: Membership Mumbai ICAI Mumbai 2020 26 May Consolidated Statement of Cash Flow Flow of Cash Statement Consolidated 2020 31 March ended year the for ------0.40 3.83 1.24 2.24 1.96 0.92 2.73 0.30 0.30 32.25 77.36 77.24 23.24 13.95 31.15 (1.02) (0.81) (2.41) (0.35) (0.27) (1.24) (1.07) (0.45) (9.01) (2.57) 536.46 175.05 113.23 114.85 (26.55) (10.46) (77.06) (10.67) (29.37) (61.82) (35.99) (18.76) (137.39) (419.40) (118.04) 31 March 2019 31 March - - - 1.83 1.28 0.64 0.18 2.22 0.23 3.31 9.17 *0.00 81.90 47.30 77.53 38.14 22.18 24.70 31.44 10.73 26.69 53.32 51.50 (8.18) (3.30) (0.47) (0.64) (0.37) (0.33) (0.18) (1.28) (5.41) (3.29) (*0.00) 734.09 185.48 232.78 205.18 (40.36) (56.10) (76.00) (29.99) (27.60) (44.71) (134.84) (768.29) (Currency : Indian Rupees in crores) (Currency 31 March 2020 31 March ompany Limited ompany Provision/ Liabilities no longer required written Back written Liabilities no longer required Provision/ on doubtful debts of provision Reversal and other payables in trade Increase /(decrease) in Provision Increase / (decrease) (Increase) in trade and other receivables (Increase) in trade Profit on sale of investment Profit assets of fixed / loss on sale (Profit) off written Intangible asset under development contract on derivative / (Gain) Loss Bad Debts off written (Increase) in loans and advances in inventories / (Increase) Decrease assets in Non current Decrease paid Direct taxes Provision for doubtful debts for Provision assets in other current (Increase) Decrease/ Depreciation and amortizationDepreciation

S H Kelkar and C Interest received Interest of business/ subsidiary acquisition for Payment Repayment of term loans of term Repayment of working capital loans Proceeds paid on buy back of equity shares Premium Cash flows from financing from activities flows Cash loans term from Proceeds of workingRepayment capital loans of lease obligations Repayment Buy back of equity shares Increase / (decrease) in non-current deposits with bank Increase / (decrease) Rent income Venture/subsidiary of Joint in equity shares Investment Dividend received Investment in mutual funds Investment Proceeds from sale of mutual funds from Proceeds Cash flows generated from operating activities before taxes activities before operating from generated flows Cash activities investing from flows Cash property Capital (including and intangibles investment and equipment, plant of Property, Purchase under development) and intangible in progress work Proceeds from sale of fixed assets sale of fixed from Proceeds Operating profit before working capital changes before profit Operating capital in working Changes Cash flows from operating activities operating from flows Cash operations continuing tax from before Profit for : Adjustments

activities (B) /(used in) investing from generated net cash flows

C. net change in working capital B. (A) activities operating from generated net cash flows

expense Interest income Dividend Interest income Interest income Rent Exceptional Item Exceptional (net) exchange (gain) / loss on foreign Unrealised

A.

Consolidated Statement of Cash Flow of Cash Statement Consolidated 2020 31 March ended year the for 90 Financial Statements 93 2019-20

Report Annual Annual (Currency : Indian Rupees in crores) (Currency Intangible assets under development as is capitalised expenditure Development development, part of the fragrance of the cost can be measured only if the expenditure is technically the productor process reliably, economic future feasible, and commercially and its joint and the Group probable, benefits are resources sufficient has and to intends ventures and sell the asset. development complete to Determining whether an arrangement contains a lease if an arrangement evaluates Company The requirements to be a lease as per the qualifies requires of Ind of a lease AS 116. Identification uses Company The judgment. significant in assessing the lease judgement significant and the renewals) (including anticipated term rate. applicable discount as the the lease term determines Company The with non-cancellabletogether period lease, of a extend an option to by both periods covered certain is reasonably to the lease if the Company an by option; and periods covered that exercise is the lease if the Company terminate option to option. In that certainreasonably exercise not to reasonably is Company the whether assessing extend a lease, an option to certain exercise to a lease, terminate an option to exercise or not to facts and circumstances all relevant it considers the for incentive an economic create that extend the the option to exercise to Company terminate the option to exercise or not to lease, if the lease term revises Company The the lease. is a change in the non-cancellablethere period of a lease. of value-in-use and fair value less cost to sell. value-in-useof sell. to cost less fair value and is performed goodwill impairment test The at unit or groups of the cash generating the level benefiting of cash-generating units which are and which of the acquisition the synergies from which goodwill is at level the lowest represents purposes. management internal for monitored are estimates and information Marketrelated Key amount. the recoverable determine used to has based management assumptions on which include amount of recoverable its determination weighted rates, growth term long estimated operating of capital and estimated cost average account projections take into flow Cash margins. management’s and represent past experience developments. about future best estimate i. j

Impairment of Goodwill on an annual impairment for Goodwill is tested that is an indication there basis and whenever of a cash generating amount the recoverable its carryingunit is less than based on a amount results, number of factors including operating economic and flows cash future plans, business of cash amount recoverable The conditions. based on higher units is determined generating Fair value of financial instruments value Fair Derivatives carried fair value, at are Derivatives Contracts, Forward Currency includes Foreign of which, is dertmined value using the fair Fair merchant respective by reports value provided bankers. Discounting of long-term financials of long-term instruments Discounting to be required are financial instruments All In on initial recognition. fair value at measured required which are case of financial instruments amortised at measured subsequently to cost, interest using the effective accrued is interest method. oubtful debts for d Allowances make allowances ventures and its joint Group The of the doubtful debts based on an assessment for The other receivables. and trade of recoverability use of requires of doubtful debts identification expectation the Where and estimates. judgments such estimate, the original from is different will impact the carryingdifference value of the and doubtful debts and other receivables trade in the periodexpenses in which such estimate has been changed. Business combinations and intangible assets Business combinations using for accounted are Business combinations Ind 103 AS IndCombinations. Business 103, AS and assets intangible identifiable the requires in be fair valued to consideration contingent ascertainto of identifiable value order net fair the of the liabilites liabilities and contingent assets, to required are estimates Significant acquiree. of contingent the value be made in determining These assets. and intangible consideration independent conducted by are valuations experts.valuation which the deductible temporary differences, which the deductible temporary differences, carry-forwards depreciation losses, unused tax utilised. be could and unused tax credits h. g. f. e. e. d.

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for the on based are assets (Currency : Indian Rupees in crores) (Currency tangible of lives The obligation arising from defined benefit arising from obligation The actuarialof basis the on determined is plan Key actuarialassumptions. assumptions include in salary trends actuarial escalation, rate, discount is rate discount The expectancy. and life rates market at yields to reference by determined reportingthe of end the period government on maturity period to of the underlyingThe bonds. maturity of the probable to bonds correspond the post-employment benefit obligations. of deferred assets tax Recognition future the r fo recognised are assets tax Deferred temporary of tax consequences differences the carryingbetween of assets and values tax bases and liabilities and their respective carry- depreciation and loss business unutilised tax assets are Deferred and tax credits. forwards that it is probable the extent that to recognised against be available will taxable income future Recognition and of defined measurement Recognition benefit obligations life prescribed in Schedule II of the Act. In cases, Schedulein In Act. the of II prescribed cases, life that from different are the useful lives where based on in Schedule prescribed II, they are the nature taking account into advice, technical the usage of the asset, the estimated of the asset, past historyasset, of the conditions operating of changes, technological anticipated replacement, maintenance and warranties manufacturers’ support. Property, plant andProperty, equipment of useful lives of the estimated Determination which as to assets and the assessment tangible be capitalised. may cost of the components Useful

c. b. b.

The preparation of the consolidated financial of the consolidated preparation The use of with Ind requires AS in accordance statements affect that and assumptions, estimates judgements, and the reported policies of accounting the application The expenses. and income liabilities, of assets, amounts estimates. these from differ actual may results reviewed and underlying assumptions are Estimates estimates accounting Revision to on an ongoing basis. prospectively. recognised are a uncertainties estimation and have Assumptions that in adjustment resulting in a material risk of significant as follows: 2020 are ending 31 March the year a. Use of estimates and judgements of estimates Use

2.4

are business that (including in liability liabilities and (asset)/ assets consideration benefit ompany Limited ompany financial defined derivative instruments) that are measured at fair at measured are that instruments) derivative value; of plan assets less present fair value at measured and of defined benefit obligations; value e. fair valu at is measured combination • net • contingent The consolidated financial statements have been have financial statements consolidated The the for except basis, cost on a historical prepared following: • certain These consolidated financial statements are presented presented are financial statements consolidated These functional which is also the Company’s in Indian rupees, to off two been rounded have amounts All currency. unless otherwise crores, nearest the to decimal places indicated. The accompanying consolidated financial statements financial statements consolidated accompanying The the accounting with accordance in prepared been have in India, including accepted principles generally (Ind AS) as per the Standards the Indian Accounting Rules, Standards) (Indian Accounting Companies Standards) (Indian Accounting 2015 and Companies 2016 notified under Section Rules, (Amendment) and other ‘Act’) 2013, (the Act, 133 of the Companies of the Act. provisions relevant year for the financial statements consolidated The the Audit by been reviewed 2020 have ended 31 March Board the by approved and subsequently Committee 2020. held on 26 May its meeting at of Directors Basis of measurement Functional and presentation currency and presentation Functional S H Kelkar and C

S H Kelkar and Company Limited (‘SHK’ or ‘the Holding or (‘SHK’ Limited S H Kelkarand Company the of provisions under the Company’)incorporated was (‘the1913 Act, Act’), Companies registered its has and at Devkaranoffice Mansion, 36, Mumbai Mangaldas Road, has its equity shares Holding Company The – 400002. Bombay (NSE) and Exchange Stock on the National listed financial Consolidated These (BSE) in India. Exchange Stock along with its Company of the Holding comprise statements and the ‘the Group’ as to referred collectively subsidiaries, and its joint Group The ventures. in joint interest Group’s business of manufacture, on its core focused are ventures and aroma flavours supply and exports of fragrances, ingredients. Basis of preparation of the consolidated of the consolidated Basis of preparation financial statements Company and Group overview and Group Company

ment of compliance ment 2.1 State

2.3 2.2

2

1 Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 92 Financial Statements 95 2019-20

Report Annual Annual (Currency : Indian Rupees in crores) (Currency Definedcontribution plans a post-employment is plan contribution A defined fixed benefit plan under which an entity pays entity have will and separate a into contributions further pay to obligation constructive or legal no amounts. Monetary assets and liabilities denominated in foreign Monetary in foreign denominated assets and liabilities the functional into currency translated are currencies Non- reportingthe at date. rate exchange the at monetary at measured are assets and liabilities that the into currencytranslated are a foreign in value fair when the functionalrate currency the exchange at Non-monetary determined. was fair value assets and in cost on historical based measured are liabilities that currency not translated. are a foreign all transactions branch, are In respect of foreign of transaction on the date prevailing rates at translated of the date at the actual rate approximates or that transaction. monetary Branch assets and liabilities are end rates. the year at restated recognised are differences currency exchange Foreign except and loss, of profit statement in the consolidated of the the translation arising from difference exchange in OCI: recognised which are items following and liabilities of foreign the assets On Consolidation of the rate INR at into translated are operations reporting the and their at date prevailing exchange average at translated and loss are of profit statements arising differences exchange The during the year. rate in recognized are consolidation for on translation of a foreign On disposal income. other comprehensive other comprehensive of the component operation, is operation particular that to foreign relating income and loss. in profit recognised Short-term benefits employee measured are benefit obligation Short-term employee as the expensed basis and are on an undiscounted include benefits These service is provided. related annual such as paid absences compensated bonus and and sickness leave. leave be expected to the amount for A liability is recognised a present have ventures and its joint paid if the Group as this amount pay to obligation legal or constructive and employee the past service of by a result provided reliably. can be estimated of obligation the amount benefits employee employment Post i.

3.3 benefits employee

Export incentives principally comprises of focus market Export principally of focus comprises incentives The and other export schemes. scheme, incentive available schemes are benefits under these incentive respective for formulated guidelines the on based These authorities. the government schemes by basis on accrual revenue as recognised are incentives is certain. realisation that it is probable the extent to Rental income, included under other income, is included under other income, Rental income, of the term basis over on a straight-line recognised structured to are the rentals where the lease except inflation. in line with expected general increase principles for reporting information about the nature, reporting about the nature, principles for information timing and uncertainty and cash amount, of revenues contracts with its customers. the arising from flows Ind adopted AS have ventures and its joint Group The the method whereby effect 115 using the cumulative at the date recognised is standard effect of applying this the 2018). Accordingly, 1 April, (i.e. of initial application and of profit in the statement information comparative loss is not restated. Sale of goods of of control upon transfer is recognised Revenue that in an amount customers goods to promised and its which the Group consideration reflects the those for in exchange expect receive to ventures joint is recognised the sale of goods from Revenue goods. the to is transferred in time when control the point at / delivery. which is usually on dispatch customer transactionthe on based measured is Revenue for adjusted which is the consideration, price, price allowances, scheme rebates, discounts, volume as specified if any, and returns, incentives, concessions, excludes Revenue customers. the with contracts the in on behalf of the customers collected from taxes and discounts/incentives for Accruals government. (using the most likely method) estimated are returns and underlying experience based on accumulated the Due to customers. with agreements and schemes there customers, to short period given of credit nature contract. in the component is no financing Transactions in foreign currencies are translated into into translated are currencies in foreign Transactions functional rates currency the exchange at the Group’s of the transactions. the dates at Foreign currency transactions Foreign currency Foreign

3.2 Export incentives Export income Rental

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for (Currency : Indian Rupees in crores) (Currency it expects settle the liability to in its normal cycle; operating it holds the liability the purpose of primarily for trading; liabilitythe twelve be settled within to is due aftermonths the reporting period; or defer right to an unconditional it does not have months least twelve at of the liabilitysettlement for of a liability that Terms after the reporting period. in result the option of the counterparty, at could, of equity the issue by instruments its settlement its classification. do not affect the asset is cash or a cash equivalent unless the unless the asset is cash or a cash equivalent or used being exchanged asset is restricted from after months least twelve at a liability settle to for the reporting period. it expects to realise the asset within twelve asset within twelve the it expects realise to aftermonths the reporting period; or it expects to realise the asset, or intends to sell or to or intends asset, the it expects realise to cycle; in its normal it, operating consume the purpose of it holds the asset primarily for trading;

An operating cycle the acquisition is the time between operating An in cash or and their realization processing of assets for cash equivalents. of servicesBased on the nature and the time between and their processing of assets for the acquisition the Group in cash and cash equivalents, realization ascertained their operating have ventures and its joint – non- the purpose of current cycle for as 12 months of assets and liabilities. classification current An entityAn shall classify all other liabilities as non- current. (b) (c) (d) An entityAn shall classify all other assets as non-current. entityAn when- shall classify a liability as current (a) (d) Ind adopted have ventures and its joint Group The with customers, contracts from AS 115 Revenue April 1, 2018. with effect from Ind AS 115 establishes (b) (c) An entity shall classify an asset as current when- entityAn an asset as current shall classify (a) Current / non-current classification Current

Significant accounting policies accounting Significant 3.1 Revenue 2.6 Operating cycle Operating 3 ompany Limited ompany

The discount rate is generally based on the is generally rate discount The lease the to specific rate borrowing incremental a portfolio of leases with or for being evaluated similar characteristics. Level 3: inputs for the asset or liability that are not the asset or liability are that 3: inputs for Level based on observable market (unobservable data inputs). Level 2: inputs other than quoted prices included in prices 2: inputs other than quoted Level observable the asset or liability, are 1 that for Level derived or indirectly as prices) (i.e. either directly (i.e. prices). from Level 1: quoted prices (unadjusted) in active markets (unadjusted) prices 1: quoted Level assets or liabilities. identical for

If the inputs used to measure the fair value of an of value fair the Ifmeasure to used inputs the of the fair levels different asset or a liability fall into is measurement then the fair value hierarchy, value of the in the same level in its entirety categorised is input that level as the lowest hierarchy fair value measurement. to the entire significant transfers recognise ventures and its joint Group The the end of the at hierarchy of the fair value levels between reporting period during which the change has occurred. - The Group and its joint ventures' accounting policies accounting ventures' and its joint Group The of fair the measurement require and disclosures assets and both financial and non-financial for values, liabilities. an established have ventures and its joint Group The the measurement with respect to framework control all significant overseeing which includes of fair values, values fair 3 Level including measurements, value fair regularly management The the management. by unobservable significant valuation inputs and reviews party If third adjustments. such as broker information, fair values, or pricing services, measure quotes is used to obtained assesses the evidence then the management partiesthe third supportfrom to that the conclusion of Ind AS, meet the requirements such valuations in which hierarchy fair value in the the level including should be classified. such valuations measuring of a financial asset or a the fair value When use ventures and its joint the Group financial liability, values observable Fair market as far as possible. data value in a fair levels different into categorised are based on the inputs used in the valuation hierarchy as follows. techniques - -

Measurement of fair values Measurement S H Kelkar and C

2.5

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 94 Financial Statements 97 2019-20

Report Annual Annual (Currency : Indian Rupees in crores) (Currency temporary differences arising on the temporary differences or liabilities of assets recognition initial in a transaction is not a business that affects neither and that combination the at loss or profit taxable nor accounting time of the transaction; to related temporarydifferences in subsidiaries and joint investments have a legally enforceable right to set off the to right enforceable a legally have and amounts; recognised or settle on a net basis, either to intend the asset and settle the liability realise to simultaneously.

Deferred Tax respectin temporaryof recognised is tax Deferred carrying the between amounts differences reporting financial of assets and liabilities for amounts purposes and the corresponding tax is also Deferred purposes. taxation used for in respect of carried tax losses forward recognised for: tax is not recognised Deferred and tax credits. - - Current tax Current the expected comprises tax tax payable Current or loss for on the taxable income or receivable the tax payable to adjustment and any the year The years. in respect of previous or receivable tax reflects the best estimate of current amount be paid or expectedof the tax amount to any, if after the uncertainty, considering received It using tax is measured taxes. income to related the enacted by enactedsubstantively or rates tax tax also includes any Current reporting date. dividends. arising from are tax liabilities assets and current tax Current ventures: and its joint the Group only if, offset a) b) ncome Tax ncome ii. Income tax expense comprises current and deferred and deferred current Income comprises tax expense of statement consolidated in the tax. It is recognised to a relates it extent to the that except and loss profit directly in recognised items or combination, business income. equity comprehensive or in other i. Dividend income is recognised in the consolidated consolidated the in recognised is income Dividend on which the date and loss on the of profit statement is payment receive right to ventures and its joint Group established. 3.5 i

Termination benefits are expensed at the earlier of expensed benefits are Termination can no longer ventures and its joint when the Group the when and benefits those of offer the withdraw for the costs recognises venture and its joint Group expectedto be settled If not restructuring. benefits are then of the reportingwholly within 12 months date, discounted. they are The Group and its joint ventures' net obligation in net obligation ventures' and its joint Group The such as paid annual absences respect of compensated employees benefit that of future is the amount leave, their service for earned in return in the current have using calculated is obligation The priorand periods. of the the date as at method, unit credit the projected Actuarial sheet. gains or losses balance consolidated and the effects adjustments of experience comprising of changes in actuarial immediately assumptions are and of profit statement in the consolidated recognised loss. benefits also include long- Other employee long-term employees. eligible to plan provided incentive term be would incentive of the long-term Vesting of certain on achievement performancecontingent incentive the long-term for obligation The conditions. of fixed arithmetically as a perentage plan is calculated salary. of the covered employee’s salary. The rate at which at rate The salary. employee’s of the covered the beneficiaries of to is payable the annual interest of than the statutory rate lower the trust shall not be under Government Central the by declared interest and Miscellaneous Funds Provident the Employees has an the Group Accordingly, 1952. Act, Provisions between the shortfall, make good to obligation if any, and the Trust of the the investments from the return respect in this is An obligation rate. notified interest of independent on the basis and accounted measured above. actuarial as stated valuation Interest income or expense is recognised using the is recognised or expense income Interest interest ‘effective The method. rate interest effective future exactly estimated that discounts is the rate rate’ of the expected life through or receipts cash payments to: the financial instrument carrying- the gross of the financial asset; or amount - the amortised liability. of the financial cost Recognition of dividend income, interest interest of dividend income, Recognition or expense income

3.4 Termination benefits Termination Other long-term employee benefits Other employee long-term Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for (Currency : Indian Rupees in crores) (Currency available in the form of any future future any of form the in available the calculation results in a potential asset for asset for potential in a results the calculation the recognised ventures, and its joint the Group economic of value the present to asset is limited benefits the plan or reductions in future from refunds present the calculate To plan. the to contributions is consideration benefits, economic of value minimum funding applicable any to given requirements. Re-measurement of the net defined benefit actuarialcomprise which gains and liability, on plan assets (excluding the return losses, ceiling (if any, and the effect of the asset interest) immediately recognised are interest), excluding Net (OCI). income in other comprehensive on the net defined (income) expense interest the applying by liabilityis computed (assets) the defined measure used to rate, discount of the annual at the beginning benefit obligation the then-net defined liabilityperiod to (asset) changes as a result any after taking account into during the and benefit payments of contribution and other expenses expense Net interest year. recognised benefit scheme are gratuity to related and loss. of profit statement in the consolidated changed or when the benefits of a plan are When a plan is curtailed,in benefit change the resulting service past to or the gain or loss on relates that in the immediately curtailment is recognised The and loss. of profit statement consolidated gains and recognise ventures and its joint Group plan of a defined benefit losses on the settlement occurs. when the settlement Certain group entities in India have an obligation an obligation in India entities Certain have group covering a defined benefit scheme gratuity, towards gratuity for accounts Group The employees. eligible based on an independent in future benefits payable the Also, above. actuarial method as stated valuation the Gratuity to paid/ payable contribution Group’s the Holding the trust set up by fund managed by in the consolidated as expense is recognised Company and loss during the period in which of profit statement service. the related renders the employee fund trust Provident of certain in India entities employees Group Eligible fund which is a a provident benefits from also receive by the trust set up defined benefit plan and managed and the Both the employee the Holding Company. by to in India entities contributions make monthly Group a specified percentage fund plan equal to the provident

Gratuity

ompany Limited ompany

The Group and its joint ventures contributions contributions ventures and its joint Group The and Labour Insurance State Employee to consolidated in the recognised are Fund Welfare basis. an accrual and loss on of profit statement a defined Fund, Superannuation to Contribution pre-determined at made is scheme, contribution and is Trust Fund Superannuation the to rates of profit Statement the consolidated to charged other than no other obligations are There and loss. the Superannuation to payable the contribution Trust. Fund also make ventures and its joint Group The towards contribution specified monthly certain fund in India for class provident employee ventures' and its joint Group The of employees. as defined is considered such contribution as expenses plan and is recognised contribution loss and fit Pro of Statement consolidated the in ventures' and its joint Group The during the year. contribution defined towards contribution with compliance in benefit plan is accrued of the countrythe domestic laws in which the operate. entities foreign consolidated Defined benefit plans benefit gratuity ventures' and its joint Group The the by managed fund are scheme and provident defined trust are ventures' and its joint Group benefit plans. fund provident ventures' and its joint Group The the Group the trust set up by by managed are payable rate interest The ventures. and its joint lower be not shall trust the of members the to by declared than the statutory of interest rate under the Employees Government the Central and Miscellaneous Provisions Funds Provident 1952 and shortfallAct, shall be made good if any Group The ventures. and its joint the Group by make specified monthly ventures and its joint fund. provident employee towards contributions net obligation venture’s and its joint Group The in respect benefit plan is calculated of defined the amount estimating plan by each for separately earned in have employees benefit that of future that discounting and prior periods, the current plan and deductingamount of any the fair value assets. of defined benefit obligations calculation The is performed a qualified actuary annually by When method. unit credit using the projected

ii. S H Kelkar and C

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 96 Financial Statements 99 2019-20

3 years 5 years 8 years 5 years 10 years 10 years 4-5 years 8-15 years 30-60 years 10-15 years Report Annual Annual Useful life as per Schedule II life Useful (Currency : Indian Rupees in crores) (Currency use in the production or supply of goods or purposes; or services administrative or for sale in the ordinary of business is course Property the in Investment as recognized its cost, initially at books and is measured transaction and costs including related costs. applicable borrowing where

Depreciation straight-line the using calculated is Depreciation and plant property, of items of on cost method values residual less their estimated equipment under prescribed useful lives estimated the over certain for assets in Schedule except Act, II of the on internal based where and Machinery’, ‘Plant carried evaluation and technical assessment the useful life that believes management out, from which is higher and different is 20 years, under as prescribed of 15 years the useful life Act, C of SchedulePart II of the Companies leases are under finance acquired 2013. Assets the shorter over the lease term of depreciated unless it is reasonably and their useful lives will certain venture and its joint the Group that in term, lease the of end the by ownership obtain applicable for rates which case the depreciation and its joint the Group by similar assets owned improvements Leasehold applied. are ventures shorterthe lease the of over depreciated are land is not Freehold and their useful lives. term depreciated. Recognition and measurement Recognition Property (building-or partof a building-or both) yields or for rental long term is held for that than for: or both, rather capital appreciation i. ii.

3 years 5 years 8 years 5 years 10 years 10 years 4-5 years nvestment property:nvestment recognised as an expense in the period as an expense in which they recognised incurred. are

i 30-60 years 10-15 years 15-20 years Life defined Life 3.9 i iii.

Tangible assets Tangible Buildings and fixtures Furniture Research and development - equipments and development Research Computers Office equipments and machineryPlant Electrical installation Motor cars and vehicles Motor cars under lease Office under lease equipments by management. c) the estimated costs of costs c) the estimated management. by and restoring the item and removing dismantling on which it is located. the site the incidental to Income related and expenses not necessary to bring the item to operations, be necessary it to condition and location the for by in the manner intended capable of operating in the consolidated recognised are management, parts If significant and loss. of profit of statement have and equipment plant of property, an item accounted then they are useful lives, different (major items as separate for and depreciated and equipment. plant of property, components) of gain or loss on disposal of an item Any in is recognised and equipment plant property, and loss. of profit statement the consolidated expenditure Subsequent is capitalised only if it expenditure Subsequent benefits economic the future that is probable to the flow will with the expenditure associated ventures. and its joint Group The estimated useful lives of items of property, plant and equipment are as follows: are and equipment plant of property, of items useful lives estimated The Depreciation methods, useful lives and residual and residual useful lives methods, Depreciation reportingeach and at date reviewed are values if appropriate. adjusted Borrowing costs are interest and other costs (including and other costs interest are costs Borrowing currency foreign to relating differences exchange an as regarded they are that the extent to borrowings in connection incurred costs) interest to adjustment are that costs Borrowing of funds. with the borrowing or construction the acquisition directly to attributable period takes a substantial necessarily of an asset that capitalised use are its intended for get ready of time to as part it is ready asset till the date of that of the cost are Other costs use or sale. borrowing its intended for

Borrowing costs Borrowing

3.8

ii.

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for (Currency : Indian Rupees in crores) (Currency evidence that the Group will pay normal income normal income pay will Group the that evidence during such credit utilize to tax and will be able MAT the which in year period. specified the the In as an be recognized to eligible becomes credit a credit of way by the said asset is created asset, and loss and is included of profit the Statement to the reviews Group The tax assets. in Deferred and if required date sheet each balance same at credit the carrying down write of MAT amount longer probable the extent it is no to entitlement absorb such credit wil be able to Group that during the specified period. Recognition and measurement Recognition are equipment and plant Itemsof property, depreciation less accumulated cost at measured The if any. losses, impairment and accumulated and equipment plant of property, of an item cost including import price, a) its purchase comprises: after taxes, purchase duties and non-refundable any b) and rebates. deducting discounts trade the asset to of bringing directly cost attributable necessary be and condition it to its location for in the manner intended capable of operating nventories Inventories which comprise raw materials, packing materials, raw which comprise Inventories and finished goods work-in-progress materials, and net realisable of cost carried the lower at are is based on weighted of inventories cost The value. incurred and includes expenditure formula average of production or costs the inventories, in acquiring the bringing in incurred costs other and conversion and condition. location their present to inventories and work In the case of manufactured inventories of share includes an appropriate cost in progress, based normal operating overheads production fixed value capacity Net realisable of production facilities. in the ordinary selling price of is the estimated course and of completion costs less the estimated business, necessary costs make the sale. the estimated to is of work-in-progress value net realisable The of prices the selling to with reference determined and other materials finished products. Raw related use in the production of finished supplies held for in except cost below down not written products are declined and it is have prices material cases where of the finished products will the cost that estimated of comparison The value. realisable net their exceed is made on an item-by- value and net realisable cost basis. item

i. Property, plant and equipment plant Property, 3.7

3.6 I

reassessed are assets tax deferred ompany Limited ompany

the Group and its joint ventures have a have ventures and its joint the Group set off current right to legally enforceable tax liabilities; and tax assets against current tax tax assets and the deferred the deferred levied by taxes income to liabilities relate authoritythe same taxation on the same taxable Company. taxable temporary differences arising the on temporarytaxable differences of goodwill. initial recognition ventures to the extent that the Group and its and its the Group the extent that to ventures timing the control to able are ventures joint of the temporary differences of the reversal will not reverse they that is probable and it and future; in the foreseeable

Minimum Alternate Tax (‘MAT’) under the (‘MAT’) Tax Minimum Alternate of the Income-taxprovisions 1961 is Act, of tax in the statement as deferred recognised Act under the available The credit and loss. profit as an asset paid is recognised in respect of MAT is probable the extent there only when and to at each reporting date and recognised to the to each reporting and recognised at date future that probable it has become extent that against which available will be taxable profits they can be used. are that the tax rates at tax is measured Deferred temporary be applied to expected to differences enacted or using tax rates when they reverse, the reporting enacted by date. substantively tax reflects the of deferred measurement The the from follow would that tax consequences the at expects, Company the which in manner or settle the carrying recover to reporting date, of its assets and liabilities. amount if: only offset liabilities are assets and tax Deferred a) b) Deferred tax assets are recognised for unused unused for recognised tax assets are Deferred deductibleand tax credits unused tax losses, it is extentto the that temporary differences will be taxable profits future that probable against which they can be used. available reportingeach at reviewed are assets tax Deferred it is no the extent that to reduced and are date tax benefit will the related that longer probable when reversed such reductions are be realised; improves. profits taxable of future the probability -

Unrecognised S H Kelkar and C

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 98 Financial Statements 101 investment ‑ investment 2019-20 ‑ by

Report Annual Annual (Currency : Indian Rupees in crores) (Currency principal and interest on the principal on the principal and interest outstanding. amount equity investment of an equity investment On initial recognition and the Group trading, is not held for that elect irrevocably may ventures its joint thein changes subsequent present to in OCI (designated fair value investment’s electionThis as FVOCI – equity investment). is made on an investment basis. classified as measured financial assets not All amortisedat or FVOCI as described cost includes This FVTPL. at measured are above On initial financial assets. all derivative ventures and its joint the Group recognition, a financial asset designate irrevocably may otherwise that meets the requirements amortised at be measured or at to cost FVTPLFVOCI as at if doing so eliminates an accounting reduces or significantly otherwise would that mismatch arise. or trading held for are that assets Financial and whose performance managed are is measured basis are on a fair value evaluated FVTPL.at Subsequent measurement and gains and losses FVTPL at assets Financial at measured subsequently are assets These including any Net gains and losses, fair value. recognised are dividend income, or interest and of profit statement in the consolidated loss. amortised assets at cost Financial at measured subsequently are assets These amortised interest using the effective cost amortised by The is reduced cost method. foreign income, Interest losses. impairment gains and losses and impairment exchange in the consolidated recognised are gain or Any and loss. of profit statement in the is recognised loss on derecognition and loss. of profit statement consolidated I FVOC at Debt investments measured subsequently assets are These under the income Interest value. fair at

iii.

the asset is held within a business by model whose objective is achieved collectingboth flows cash contractual and selling financial assets; and of the financial terms the contractual to rise on specified dates asset give of solely payments are that cash flows the asset is held within a business hold model whose objective is to collect cash flows; assets to contractual and of the financial terms the contractual to rise on specified dates asset give of solely payments are that cash flows on the principal principal and interest outstanding. amount amortised cost; or loss (FVTPL); profit through fair value other through fair value (FVOCI) - debt income comprehensive or equity investment investment

A debt investment is measured at FVOCI if it at is measured A debt investment and conditions the following meets both of FVTPL: as at is not designated − − Financial assets are not reclassified not reclassified are assets Financial their initial recognition, to subsequent and its if and in the period the Group except model business their change ventures joint financial assets. managing for at amortised A financial asset is measured if it meets both of the following cost as at is not designated and conditions FVTPL: − − initially recognised when the Group and Group the when recognised initially a party become the ventures to its joint of the instrument. provisions contractual at initially measured A financial asset is asset which in case of financial fair value, profit through fair value at recognised are and loss (FVTPL), its transaction are cost of statement in the consolidated recognised transaction the In other cases, and loss. profit value acquisition the to attributed are costs of the financial asset. Classification a financial asset is On initial recognition, at classified as measured - - -

ii. Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 5 years 5 years 5-10 years 10 years 5 years 5 years 3 years 5 years (Currency : Indian Rupees in crores) (Currency nstruments I Recognition and initial measurement Recognition and debt securities receivables Trade they when recognised initially are issued other financial assets are All originated. are Computer SoftwareComputer Brand Formulation (Reach cost) Licences relationships Customer Non-compete fees generated) (internally Formulations marks and trade Patent Intangible asset under development includes development Intangible asset under formulations. Other assets intangible know- include technical Other assets, intangible customer brand, software, computer how, and formulations non-compete fees relationships, and its joint the Group by acquired which are Such cost. at initially measured are ventures measured subsequently assets are intangible amortisation less accumulated and any cost at losses. impairment accumulated Subsequent expenditure is capitalised only expenditure Subsequent benefits economic the future when it increases relates. to which it embodied in the specific asset expenditure including other expenditure, All goodwill and brands, generated on internally of statement in the consolidated is recognised and loss as incurred. profit Amortisation cost off the Amortisation write to is calculated residual assets less their estimated of intangible method over using the straight-line values included in and is useful lives, their estimated and amortisation depreciation in the consolidated and loss. of profit statement amortisedOther the assets are intangible over below: as given useful lives estimated ------and residual Amortisation useful lives methods, reportingeach and at date reviewed are values if appropriate. adjusted Financial assets Financial i.

ii. Financial 3.11 Financial iii. a. 30 years Useful life as life Useful per Schedule II Life Life defined 30 years ompany Limited ompany Buildings Tangible Tangible assets Recognition and measurement Recognition and development Research generated: Internally activities is recognised on research Expenditure and loss of profit statement in the consolidated as incurred. is capitalised as partnditure expe Development and development, of the research of the cost can be measured only if the expenditure and is technically the product or process reliably, benefits economic future feasible, commercially ventures and its joint and the Group probable, are complete to resources and has sufficient to intend Otherwise, and sell the asset. development it of statement in the consolidated is recognised to initial Subsequent and loss as incurred. profit less cost at the asset is measured recognition, amortisation accumulated accumulated and any losses. impairment Fair value Fair property is based on a of investment value Fair who holds a valuer an independent by valuation qualification professional and relevant recognised and in the location experience and has recent propertycategory being of the investment property is of investment fair value The valued. 5. disclosed in the Note Subsequent expenditure the is capitalised to expenditure Subsequent assets carrying when it is probable only amount with the benefits associated economic future that its joint and to the Group will flow expenditure measured can be of the item and the cost ventures costs and maintenance other repairs All reliably. partWhen of an when incurred. expensed are carryingthe property replaced, is investment part of the replaced amount is derecognised. Depreciation Investment on all is provided Depreciation based on useful life line basis, Property on straight with para in accordance of the assets determined residual useful lives, estimated The 3.7 (iii) above. at reviewed method are and depreciation values the end of each reporting the effect with period, on a for accounted changes in estimate of any basis. prospective

ntangible ntangible assets i. iv. ii.

S H Kelkar and C

3.10 I

iii.

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 100 Financial Statements

103 2019-20

Report Annual Annual (Currency : Indian Rupees in crores) (Currency are determined on the same basis as those of property, basis as those of property, on the same determined are for Right-of-use tested equipment. and plant are assets their that indication is any there impairment whenever Impairment carrying not be recoverable. may amounts and profit of statement the in recognised is any, if loss, loss. the lease liability the present at measures Group The the not paid at are that of the lease payments value lease payments The of the lease. date commencement implicit in the rate using the interest discounted are If that determined. can be readily rate if that lease, uses the Group determined, cannot be readily rate leases with reasonably For rate. borrowing incremental leaseby lease a on Group, the characteristics, similar borrowing incremental adopt either the may basis, borrowing to the lease or the incremental specific rate payments lease The the portfolioa whole. as for rate variable lease payments, payments, shall include fixed purchase of a price exercise guarantees, value residual certain is reasonably to the Group option where exercise that option and payments of penalties for of penalties for option and payments that exercise reflects if the lease term the the lease, terminating the lease. terminate an option to lessee exercising by lease liability remeasured The is subsequently the carrying on increasing reflect interest to amount the carrying reducing to amount the lease liability, remeasuring made and reflect the lease payments orreassessment the carrying reflect any to amount reflect revised in-substance to or lease modifications the recognises The Group lease payments. fixed of the re-measurementamount of lease liability due to to the right-of-use as an adjustment assetmodification the upon depending and loss profit of statement and the carryingWhere of amount of modification. nature is and there zero to the right-of-use asset is reduced a further of the lease reduction in the measurement ofamount remaining any recognises the Group liability, and loss. of profit the re-measurement in statement has elected apply the requirements not to Group The short-term to of Ind leases of all assets AS 116 Leases or less and leases of 12 months a lease term have that leaseThe value. which the underlying asset is of low for as recognized with these leases are associated payments the lease term. basis over on a straight-line an expense as Lessor Company each classifies the Group of the lease inception the At or a finance lease an operating of its leases as either overall makes an Group the each lease, classify To lease. substantially transfers lease the whether of assessment of ownership to incidental all of the risks and rewards

Derivative financial instruments Derivative derivative use ventures joint its and Group The forward currency such as financial instruments, currency risks. foreign its hedge to contracts, are instruments financial derivative Such on the date on fair value at initially recognised and into entered is contract which a derivative at re-measured fair value subsequently at are changes therein each reporting Any period. and loss in the profit recognised generally are account. c. A provision is recognised if, as a result of a past event, past event, of a as a result if, is recognised A provision legal or a present have ventures and its joint the Group reliably, can be estimated that obligation constructive benefits economic of outflow an that it is probable and Provisions settle the obligation. to will be required the expected future discounting by determined are reflects at a pre-tax current that rate cash flows and of money market of the time value assessments of the The unwinding to the liability. the risks specific for A disclosure cost. as finance is recognised discount is a possible liability is made when there a contingent but will may, that obligation or a present obligation When resources. of an outflow require not, probably in obligation of a present is a possible obligation there resources of respect of which the likelihood of outflow is made. disclosure no provision is remote, Provisions and contingent liabilities and contingent Provisions Company as Lessee Company conveys a lease if the contract or contains, is, A contract for a asset the use of an identified control the right to consideration. for period of time in exchange right-of-use asset representing recognises Group The the lease term use the underlying asset for its right to of the right- cost The date. the lease commencement at theof comprise shall inception at measured asset of-use of the lease liability of the initial measurement amount the or before made at lease payments any for adjusted received, lease incentives less any date commencement and an estimate incurred initial direct costs plus any the lessee in dismantling by be incurred to of costs the the underlying asset or restoring and removing right- The on which it is located. underlying asset or site less any cost at measured of-use assets is subsequently impairment accumulated depreciation, accumulated of the remeasurement any for and adjusted if any losses, using right-of-use The assets is depreciated lease liability. date the commencement method from the straight-line the shorter of right-of- or useful life over of lease term right-of of useful lives use assets estimated The asset. use 3.13 Leases 3.12

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for trading, or it is a ‑ trading, (Currency : Indian Rupees in crores) (Currency Financial assets and financial liabilities are are liabilities financial and assets Financial in the presented and the net amount offset sheet when, and only when, the balance have currently ventures and its joint Group set off the right to a legally enforceable settle either to and they intend amounts the asset realise them on a net basis or to and settle the liability simultaneously. Offsetting Classification, subsequent measurement Classification, and and gains losses as classified liabilities are Financial amortised at measured or FVTPL. cost A financial liability at is classified as FVTPL if ‑ for it is classified as held as such on initial or it is designated derivative FVTPL liabilities at Financial are recognition. and net gains and value fair at measured are expense, interest including any losses, of statement in the consolidated recognised are and loss. Other financial liabilities profit amortised at measured subsequently cost method. Interest interest using the effective gains and exchange and foreign expense in the consolidated recognised losses are loss or gain Any loss. and profit of statement in the is also recognised on derecognition and loss. of profit statement consolidated Derecognition derecognise ventures and its joint Group The a financial liabilitycontractual when its or or cancelled, discharged are obligations expire. also venture and its joint Group The a financial liability when its derecognise modified and the cash flows are terms substantially terms are modified the under a new financial liability In this case, different. recognised terms is the modified based on the between difference The fair value. at carrying of the financial liability amount extinguished liability and the new financial in the recognised terms is with modified and loss. of profit statement consolidated profit and loss. In other cases, the transaction the In other cases, and loss. profit financial the issue of a to attributed are costs liability.

ii. iii. iv. ompany Limited ompany I FVOC at quity investments Recognition and initial measurement Recognition recognised initially financial liabilities are All ventures and its joint when the Group a partybecome provisions the contractual to of the instrument. at A financial liability is initially measured in case of financial liability which fair value, profit through fair value at recognised are and loss (FVTPL), its transaction are cost of statement in the consolidated recognised effective interest method, foreign exchange exchange foreign method, interest effective are and impairment gains and losses statement in the consolidated recognised and loss. net gains and losses Other of profit derecognition, On OCI. in recognised are in OCI are gains and losses accumulated statement consolidated to the reclassified and loss. of profit measured subsequently assets are These as recognised Dividends are fair value. at of statement in the consolidated income the dividend clearly and loss unless profit of part a recovery of of the cost represents Other net gains and losses the investment. not reclassified in OCI and are recognised are and of profit statement consolidated the to loss. Derecognition derecognise ventures and its joint Group The contractual when the a financial asset rights the financial asset from the cash flows to receive to the rights or it transfers expire, in a transaction cash flows the contractual all of the risks in which substantially and asset of the financial of ownership rewards and in which the Group or transferred are nor retain neither transfer ventures its joint of all of the riskssubstantially and rewards of control retain and does not ownership and its joint the financial asset. If the Group transactions whereby into enter venture their on recognised assets transfer they all or either but retains sheet, balance of all of the risks substantially and rewards assets transferred the assets, transferred the not derecognised. are Financial liabilities Financial i. e iv.

b. S H Kelkar and C

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 102 Financial Statements

is of its the 105 and CGU. CGU, CGU, CGUs of based tested CGU (CGUs) and of the the is CGU the impaired, recognise amount that of in units of the be to amount Group pro-rata to 2019-20 asset

may allocated ventures amount CGU amount is combination each recoverable allocated generating CGU a joint the of allocated Report Annual Annual recoverable identifiable the of or its the cash carrying If the carrying goodwill (Currency : Indian Rupees in crores) (Currency the and goodwill that CGU amount the CGU. goodwill assets smallest the ventures' the which exceeds any Each the Group exceeds and other of of to is carrying joint CGU indication the to its CGU CGU comparing the assets. CGU the an CGU Any impairment loss on goodwill is recognised loss on goodwill is recognised impairment Any Loss. and of Profit Statement in the consolidated on goodwill is not loss recognized impairment An periods. subsequent in reversed on then an impairment loss by first reducing the carrying first an impairment loss by amount CGU, regarded as not impaired. If the carrying not impaired. as amountregarded of the including the goodwill, with the recoverable with the recoverable including the goodwill, amount the by for impairment annually, and whenever there and whenever impairment annually, for is to which goodwill is so allocated represents the represents goodwill is so allocated which to for which goodwill is monitored at level lowest purpose management and it is not larger internal and its the Group of segment than an operating ventures. joint that are expected to benefit from the combination. the from benefit expected to are that A cash inflows generates of assets that ventures joint of the cash inflows independent largely are that venture and its joint other assets or Group from of consolidated statement of profit and loss or OCI, as and loss of profit statement consolidated appropriate. the future Goodwill is an asset representing other assets benefits arising from economic not are that combination business a in acquired recognised. separately and individually identified being the cost, at Goodwill is initially measured the over transferred of the consideration excess liabilities and acquired assets identifiable net with Ind AS 103 in accordance measured assumed, – Business Combinations. useful indefinite have to Goodwill is considered is not subject and hence amortization to life but initial After least annually. impairment at for tested less any cost at goodwill is measured recognition, impairment losses. accumulated goodwill the purpose testing, of impairment For the is from in a business combination, acquired each of the Group to allocated date, acquisition and A Goodwill Business combinations with Ind and its AS 103, the Group In accordance business combinations for account ventures joint is method when control using the acquisition ventures. and its joint the Group to transferred the business for transferred consideration The date the at as value fair at measured is combination the as are date), (acquisition is acquired the control goodwill that Any assets acquired. net identifiable gain Any impairment. annually for arises is tested in OCI and is recognised purchase on a bargain in equity capital reserve as if there accumulated for of the underlying reasons clear evidence exists as resulting classifying the business combination otherwise purchase; in a bargain the gain is directly in equity as capital reserve. recognised except as incurred, expensed are costs Transaction the issue of debt or equity to extent related the to securities. does not include transferred consideration The of pre-existing the settlement to related amounts are Such amounts with the acquiree. relationships of profit statement in the consolidated recognised and loss. fair at is measured consideration contingent Any If of acquisition. an obligation the date at value meets the that consideration contingent pay to is classified definition of a financial instrument subsequently remeasured not is it then equity, as within equity. for is accounted and settlement is remeasured Otherconsideration contingent each reporting changes and at fair value date at consideration of the contingent in the fair value of statement consolidated the in recognised are and loss. profit in stages, is achieved If a business combination in the acquiree held equity interest previously any fair value date is re-measured its acquisition at in the gain or loss is recognised resulting and any attributable to the ordinaryattributable to and the equity shareholders of ordinary number for equity average shares, weighted Ordinary potential shares. the effects of all dilutive i. Standards effective issued but not yet notifies new Ministry (“MCA”) Affairs of Corporate standards. the existing to or amendments standard been have would which notification such no is There 1 April 2020. applicable from Basis of consolidation 3.19 Recent accounting pronouncement accounting 3.19 Recent 3.20

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for (Currency : Indian Rupees in crores) (Currency vents after Reportingvents date Liability for the Holding Company’s Employee Stock Stock Employee Company’s the Holding Liabilityfor the to pursuant granted Rights (STARs), Appreciation Appreciation Stock Employee Holding Company’s adopted which was Rightsthe Company 2017 of Plan, by approved and 2017 August, on 10 Board the by November, 01 on Company Holding the of shareholders of end the at and initially measured, be shall 2017, fair value each reporting the at period settled, until an option pricing applying model, by of the STARs, over expense benefit as employee and is recognised liabilityThe is presented service the relevant period. consolidated in the benefit obligation as employee sheet. balance Balance occurring after the consolidated events Where existed that conditions of evidence provide date Sheet the end of the reporting at the impact period, of such financial consolidated the within adjusted is events Otherwise, after the consolidated statements. events only are nature or size of material Sheet date Balance disclosed. or loss dividing the Profit by Basic EPS is computed Group the of equitythe to attributable shareholders number average the weighted by ventures and its joint of Ordinary outstanding during the year. shares or loss adjusting the profit by EPS is computed Diluted Cash and cash equivalent in the balance sheet comprise comprise sheet balance the in equivalent cash and Cash banks and on hand and short-termcash at deposits which or less, months maturitywith an original of three value. subjectrisk of changes in an insignificant are to cash of cash flows, the purpose of the statement For short-termof cash and consist and cash equivalents bank net of outstanding defined above, as deposits, part an integral of considered as they are overdrafts cash management. ventures and its joint the Group In respect of the assets for which impairment loss has which impairment In respect of the assets for reviews the Company in prior periods, been recognised indication is any each reportingwhether there at date When or no longer exists. the loss has decreased that recognised loss an impairment that is indication there asset) in earlier asset (other than a revalued an for have periods or may longer exists which no accounting to the extent to loss is reversed impairment decreased, the to charged previously was the amount the extent In case of Loss. and of Profit standalone statement is not recognised. such reversal assets, revalued Cash and cash equivalents Cash arnings per Share (EPS) arnings per Share 3.18 E mployee Stock Appreciation Rights Scheme: Appreciation Stock mployee 3.16 E 3.17 E 3.15

ompany Limited ompany

mpairment of non-financial assets of non-financial mpairment The Group's non-financial assets, other than non-financial assets, Group's The at reviewed are tax assets, and deferred inventories any is whether there determine each reporting to date exists, such indication If of impairment. indication any An is estimated. amount recoveable then the asset’s if the carrying loss is recognised impairment amount amount. recoverable its estimated of an asset exceeds in the standalone recognised Impairment losses are and loss. of profit statement in is the higher of its value amount recoverable The in use is Value sell. to less costs use and its fair value discounted cash flows, future based on the estimated that using a pre-tax value rate discount their present to value of the time market assessments reflects current to the asset. of money and the risks specific the underlying asset. If this is the case, then the lease then the underlying If asset. this is the case, lease. then it is an operating lease; if not is a finance under received lease payments recognises Group The line basis on a straight- leases as income operating lease term. the over Ind AS 116 to Transition through Ministry (“MCA”) Affairs of Corporate Standards) (Indian Accounting Companies (Indian Companies 2019 and Rules, Amendment Rules, Second Amendment Standards) Accounting the replaces Leases which has notified Ind AS 116 and other Ind AS 17 leases, lease standard, existing Ind AS 116 sets out the principles interpretations. and presentation measurement, the recognition, for It and lessors. both lessees of leases for disclosure sheet lease accounting on-balance a single, introduces Ind has adopted AS Group The lessees. model for reporting annual 116, effective period beginning its leases, to 1 April the standard 2019 and applied of initially effect with the cumulative retrospectively, initial of date the on recognised Standard, the applying has the Group (1 April Accordingly, 2019). application the instead, information, comparative not restated effect of initially applying this standard cumulative the opening to as an adjustment has been recognised earnings as on 1 April 2019. of retained balance under Ind expense In year AS 17 - Rental the previous pertaining properties leases to taken on operating basis over on a straight-line recognised is generally are the rentals Where lease. of the relevant the term in line with expected increase structured solely to lessor’s the for compensate to inflation general are such increases expected inflationarycost increases, in which such benefits accrue. in the year recognised

S H Kelkar and C 3.14 I

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 104 Financial Statements 107 2019-20

Report Annual Annual

Capital work in Progress in work Capital 15.42 2.78

369.42 327.13 86.23 (0.61) (2.06) 34.66 (1.17) 27.91 96.82 413.36 4.15 - (2.08) 78.61 (1.47) 25.13 466.24

------(0.34) - 0.34 - - - - - (0.34) - 0.34 equipments Office -

0.30 - - - - - (0.83) - 0.83 - - - - - (1.13) - 1.13 cars Motor -

Assets under lease under Assets

0.98 0.52 2.46 - (0.08) 1.01 - 0.72 2.83 2.98 - - (0.08) 1.17 - 0.42 3.81 printers and Computers

1.09 0.54 0.64 - 0.23 - 0.63 0.24 1.18 - - - 0.23 - 0.08 1.33 vehicles and cars Motor

164.66 124.09 36.35 (0.32) (0.33) 30.66 - 14.37 53.29 160.44 1.30 - (1.20) 68.24 - 10.63 217.95 machinery and Plant

installations

Electrical equipment and and equipment Electrical 7.82 8.32 4.19 - - - 1.07 3.12 12.51 - - - - 1.57 10.94

5.90 7.31 5.01 - (0.02) 0.53 - 1.02 4.54 12.32 - - (0.02) 0.53 - 2.43 10.44 fixtures and Furniture

1.82 3.32 2.19 - (0.02) 0.25 - 0.74 1.72 5.51 - - (0.02) 0.43 - 2.42 3.54 equipment Office

20.96 20.09 5.40 - - - - 0.87 4.53 25.49 ------25.49 sheds and building Factory

equipments

Research and development - - development and Research 8.10 8.22 4.87 - (0.86) - - 2.01 3.72 13.09 - - - - - 1.27 11.82

115.21 127.11 19.35 (0.29) - 1.98 - 4.14 17.48 146.46 2.85 12.97 - 5.48 - 3.43 132.69 Buildings

11.57 12.11 5.75 - (0.75) - - 2.33 4.17 17.86 - (0.76) - - 2.88 15.74 improvements Leasehold

0.07 0.06 0.02 - - - - 0.01 0.01 0.08 ------0.08 land Leasehold

30.94 15.44 ------15.44 - (12.97) - 2.53 - - 30.94 Land

note 53) note note 53) note

sale (refer (refer sale sale (refer (refer sale

116 116 held for for held held for for held

nd AS AS nd I of year 2019 2020 year AS nd I of year the 2019 2019 2020 2020 year the to assets assets to to assets assets to

impact impact the for April 1 March difference Regrouping the during impact during April 1 March March March March difference during transferred transferred transferred transferred

Transition Transition Charge at As 31 at As Translation Adjustment/ Disposals Transition Additions at As asset of Block As at 31 31 at As 31 at As 31 at As Translation Disposals Assets Assets Assets Assets

et Block et N Depreciation Accumulated Block Gross

Property, plant and equipment and plant Property, 4

(Currency : Indian Rupees in crores) in Rupees Indian : (Currency

for the year ended 31 March 2020 March 31 ended year the for Notes to the Consolidated Financial Statements Financial Consolidated the to Notes

in with eliminated are transactions from losses arising (Currency : Indian Rupees in crores) (Currency Unrealised gains investee. those of its subsidiaries. For this purpose, income this purpose, For those of its subsidiaries. of the subsidiaryand expenses based on the are and liabilities recognised of the assets amounts at the statements financial in the consolidated date acquisition the carryingOffset (eliminate) of the amount in each subsidiary and the investment Parent’s portion of equity of each subsidiary. Parent’s policy to combinations Business how explains goodwill. related any for account venture and its joint in full intra-Group Eliminate expenses income, equity, assets and liabilities, to transactions betweenrelating and cash flows (profits ventures and its joint of the Group entities and its joint intra-Group from or losses resulting in assets, recognised transactions are that ventures in eliminated are assets, and fixed such as inventory temporary applies to Taxes full). Ind AS 12 Income of the elimination arise that from differences and intra-Group resulting from and losses profits transactions. ventures its joint and and transactions, Intra-Group balances arising and expenses income unrealised any eliminated. transactions are intra-group from Unrealised equity accounted investees are eliminated against eliminated are investees equity accounted in interest of Group’s the extent to the investment the Profit or loss and each component of othercomponent or loss and each Profit the to attributed are (OCI) income comprehensive the and to equity holders of the holding Company in the if this results even interests, non-controlling a deficit balance. having interests non-controlling the made to are adjustments necessary, When bringto of subsidiaries their financial statements and Group the with line into policies accounting intra- All policies. accounting ventures' its joint assets and liabilities, venture and its joint Group relating and cash flows expenses income, equity, transactionsto members of the Group between in full on eliminated are ventures and its joint consolidation. directly or controlled list of companies, The and the joint the Holding Company indirectly by included in the consolidated which are ventures 47 (I). no. set out in Note are financial statements the same way as unrealised gains but only to the gains but only to as unrealised the same way is no there that is no evidence there that extent of impairment. evidence

is when CGU allocated, CGU is the disposed of the goodwill with amount which to CGU carrying a associated of the in ompany Limited ompany

goodwill disposal

included the determining the gain or loss on disposal. the gain or determining the Group. by controlled entities Subsidiaries are entity an exposed when it is controls Group The its from variable returns or has rights to, to, entity with the ability and has the involvement the over power its returns through affect those to of subsidiaries are financial statements The entity. financial statements included in the consolidated until commences on which control the date from ceases. on which control the date investee Equity accounted investee in equity accounted interest Group’s The ventures. in a joint interests comprise in which the is an arrangement venture A joint netthe to rights has and control joint has Group its to rights than rather arrangements, the assets of its liabilities. for assets and obligations using for accounted are venture in joint Interest at initially recognised are They the equity method. Subsequent which includes transactions cost cost. financial the consolidated initial recognition, to or of profit share include the Group’s statements the until investee loss and OCI of equity accounted ceases. control which joint on date procedure Consolidation are financial statements Consolidated policies accounting using uniform prepared in similar like transactions other events and for If and a member of the Group circumstances. policies other accounting uses venture joint its financial in the consolidated than those adopted in like transactions and events for statements adjustments appropriate similar circumstances, ventures' and its joint Group that to made are the in preparing financial statements member’s to ensure financial statements consolidated ventures' and its joint with the Group conformity policies. accounting for the used of all entities financial statements The same to up drawn are purposeconsolidation of i.e., of the holding company, reporting as that date ended on 31 March. year is as follows: followed procedure The equity, liabilities, of assets, like items Combine with Parent of the and cash flows expenses income,

On ii. Subsidiaries iii. iv. S H Kelkar and C

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 106 Financial Statements 109 As at As at 2019 2018 14.30 14.30 13.83 13.83 31 March 31 March 31 March 31 March (Restated) Net Block Net Block 2019-20 As at 2020

As at 2019 13.37 13.83 13.37 13.83 31 March 31 March 31 March 31 March Report Annual Annual 1.35 0.89 1.35 As at 0.89 2020 As at 2019 (Currency : Indian Rupees in crores) (Currency 31 March 31 March 31 March 31 March for for 0.46 0.47 0.46 0.47 Charge Charge the year the year the year the year Charge for for Charge 0.42 0.42 As at 0.89 0.89 As at 2019 1 April 1 April (Restated) 1 April 2018 1 April Accumulated Depreciation Depreciation Accumulated Accumulated Depreciation Depreciation Accumulated As at 2020 As at 2019 14.72 14.72 14.72 14.72 31 March 31 March 31 March March 31 - - - - year year year year Disposals during the Disposals during the - - - - year year year year Additions Additions during the Additions Additions Gross Block Gross during the Gross Block Gross As at 14.72 14.72 As at 2019 14.72 14.72 1 April 1 April (Restated) 1 April 2018 1 April Buildings are classified as Investment property by the Group in accordance with IND AS-40 “Investment Property’’. “Investment with IND AS-40 property in accordance by the Group classified as Investment Buildings are ` 19.50 crores). 2019: (31 March Property is ` 20.20 crores of Investment value Fair Investment property Investment property year) (previous Investment

Buildings Block of asset Block of asset Buildings

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 5 5 Description of Valuation Technique used: Technique Valuation Description of property has of the investment fair value The property end. the year as at of its investment Valuations obtains Independent Group The property of the investment a comparison involves direct approach comparison The Method. using the Direct Comparison been derived for sale in the same property offered or are actually investment similar properties from been sold in arms-lengthto distance have that similar properties for accept) (and sellers willing to pay been willing to historically have buyers what demonstrates approach This region. market and is particularlyin an open and competitive the land and properties typically of the value useful in estimating traded are that located are instances the comparable that Given price. of the prevailing estimation a reasonable leads to approach This on a unit basis. and advantages property; comparative their locational been assessed for the investment to have these instances in close proximity property. investment for assessment price while arriving the indicative at disadvantages Notes: 1. 2. Value Fair property recognised external property appropriate by independent has been determined having of investment fair value The valuers, value measurement The fair and category in the location experience property of the recent and qualification valued. being professional used. techniques the valuation propertyinputs to based on the 3 fair value as a level has been categoried all of the investment for

The Group and its joint ventures have not capitalised any foreign exchange differences during the current and previous year. previous and current the during differences exchange foreign any capitalised not have ventures joint its and Group The (d)

8.8%.

.2.17 crores by a subsidiary, with the capitalisation rate of of rate capitalisation the with subsidiary, a by crores .2.17 of capitalised cost borrowing the includes 2019 March 31 at as progress in work Capital year. the during capitalised cost borrowing No (c) `

charge created. charge

77.89 crores) of certain subsidiaries have been pledged against the long term borrowings. Refer note 19 for details on on details for 19 note Refer borrowings. term long the against pledged been have subsidiaries certain of crores) 77.89 : 2019 March (31 Nil machinery and Plant and Buildings and Land Factory (b) ` `

assets’. Use of ‘Right to equipment’ and plant ‘Property,

The Group and its joint ventures adopted Ind AS 116 effective 1 April 2019. Consequently, the office equipments and motor cars under finance lease agreements have been reclassified from reclassified been have agreements lease finance under cars motor and equipments office the Consequently, 2019. April 1 effective 116 AS Ind adopted ventures joint its and Group The (a)

Notes:

Capital work in Progress in work Capital 35.57 15.42

274.38 369.42 96.82 (1.44) (1.13) 21.58 77.81 466.24 (6.63) (5.33) 24.58 101.41 352.21

- - 0.34 - - - 0.34 0.34 - - - - 0.34 equipments office -

0.37 0.30 0.83 - - 0.07 0.76 1.13 - - - - 1.13 cars Motor -

Assets under lease under Assets

1.73 0.98 2.83 (0.29) (0.01) 0.77 2.36 3.81 (0.29) (0.01) - - 4.11 printers and Computers

0.70 1.09 0.24 0.02 (0.14) 0.11 0.25 1.33 (0.01) (0.14) - 0.53 0.95 vehicles and cars Motor

102.17 164.66 53.29 (0.41) (0.73) 8.83 45.60 217.95 (5.14) (1.05) 8.91 67.46 147.77 machinery and Plant

installations

Electrical equipment and and equipment Electrical 3.65 7.82 3.12 - - 0.77 2.35 10.94 - - - 4.94 6.00

6.55 5.90 4.54 (0.35) (0.04) 0.85 4.08 10.44 (0.35) (0.23) - 0.39 10.63 fixtures and Furniture

1.92 1.82 1.72 (0.04) (0.03) 0.65 1.14 3.54 (0.01) (0.02) - 0.51 3.06 equipment Office

18.03 20.96 4.53 (0.04) (0.04) 1.08 3.53 25.49 (0.01) (0.06) - 4.00 21.56 sheds and building Factory

equipments

Research and development - - development and Research 7.13 8.10 3.72 (0.04) - 1.30 2.46 11.82 (0.01) (1.20) - 3.44 9.59

Buildings 88.13 115.21 17.48 (0.27) (0.14) 5.15 12.74 132.69 (0.45) (2.60) 15.67 19.20 100.87

improvements

Leasehold building building Leasehold 12.60 11.57 4.17 (0.02) - 1.99 2.20 15.74 0.02 (0.02) - 0.94 14.80

Leasehold land Leasehold 0.08 0.07 0.01 - - 0.01 - 0.08 - - - - 0.08

Land 31.32 30.94 - - - - - 30.94 (0.38) - - - 31.32

acquisition

/ business business /

2018 2019 2019 year (Restated) 2019 year subsidiary (Restated)

March March March March difference the during year the 2018 April March difference the during on 2018 April

ompany Limited ompany

Block of asset of Block As at 31 31 at As 31 at As 31 at As Translation Disposals for Charge 1 at As 31 at As Translation Disposals Additions Additions 1 at As

Gross Block Gross Accumulated Depreciation Accumulated et Block et N

4 Property, plant and equipment (previous year) (previous equipment and plant Property, 4

(Currency : Indian Rupees in crores) in Rupees Indian : (Currency

for the year ended 31 March 2020 March 31 ended year the for S H Kelkar and C Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 108 Financial Statements ------111 0.93 2.97 2.97 2.97 3.19 6.16 *0.00 *0.00 *0.00 *0.00 94.91 95.84 2019-20

March 31, 2019 March 31, 2019 March 31, 2019 March March 31, 2019 March - - - - - Current Amount Amount 1.05 3.28 3.28 3.28 2.29 0.50 0.50 6.57 Report Annual Annual *0.00 *0.00 95.95 97.00 *0.00 *0.00 (Currency : Indian Rupees in crores) (Currency March 31, 2020 March 31, 2020 March 31, 2020 March March 31, 2020 March - - - 16 2.70 2.88 2.70 2.70 0.18 5,000 (0.18) 19,250 10,20,000 March 31, 2019 March March 31, 2019 March 31, 2019 March - - - 16 2.96 3.15 2.96 2.96 0.18 0.18 Non-current 5,000 19,250 10,20,000 umber of shares / units Number of shares / units Number of shares March 31, 2020 March March 31, 2020 March 31, 2020 March nvestee (unsecured) quity Accounted I quity Accounted nvestment in Joint venture (unquoted) venture in Joint nvestment Aggregate market value of quoted investments of quoted market value Aggregate investments of unquoted value Aggregate Aggregate book value of quoted investments quoted of book value Aggregate in the investments of impairment amount Aggregate To other than related parties other than related To Security deposits good - considered I Euro value (face SpA & Fragrances Flavours Creative 1 per share) ` 10 value (face Chemicals Pvt.Ltd. Fine Purandar per share) FVTPL at equityQuoted shares ` 10 per share)** value (face Ltd. Hico Products Reliance Industries Limited (face value of ` 10 per Industries value Reliance (face Limited share) doubtful - considered bad and doubtful loans for Allowance Loss employees to Loans Other receivables parties related To parties related to Loans The aggregate book value and market value of quoted non-current investments are as follows: are non-current investments of quoted value and market book value aggregate The ` 0.01 crore less than *Amount the holding off in the books of has been written Investment The entity and the under liquidation. is trading been suspended from have shares **The Nil. is considered and the market value Company

Loans 9 Loans Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 7 e 8 non-current investments

The Group has not capitalised any borrowing cost and foreign exchange differences during the current and previous year. previous and current the during differences exchange foreign and cost borrowing any capitalised not has Group The : ote N

27.55 27.55 38.86 25.74 - - 9.10 16.64 64.60 (0.49) - 6.27 2.84 11.78 44.20

0.97 0.97 0.72 0.54 - - 0.25 0.29 1.26 - - - - - 1.26 fees compete Non

1.50 1.50 1.10 0.90 - - 0.40 0.50 2.00 - - - - - 2.00 Brand

1.66 1.66 1.12 1.65 - - 0.55 1.10 2.77 - - - - - 2.77 Relationship Customer

10.05 10.05 0.36 - - 0.36 10.41 - - - 10.41 - Licenses

17.59 17.59 15.58 13.23 - - 5.25 7.98 28.81 0.03 - - 2.84 0.37 25.57 Formulation

- - 6.27 - - - 6.27 - - 6.27 - - - Rights Land

5.83 5.83 4.02 9.06 - - 2.29 6.77 13.08 (0.52) - - - 1.00 12.60 software Computer

B. Others B.

35.64 35.64 39.84 - - - - - 39.84 (0.27) - - - 4.47 35.64

seperately)

Goodwill (Acquired (Acquired Goodwill 13.45 13.45 13.45 - - - - - 13.45 - - - - - 13.45

22.19 22.19 26.39 - - - - - 26.39 (0.27) - - - 4.47 22.19 Consolidation on Goodwill

A. Goodwill A.

(Restated) year (Restated) acquisition (Restated)

2018 2018 2019 2019 year the the 2018 2019 year the business generated year the 2018

31 March March 31 March 31 March 31 difference during for April 1 March 31 difference during subsidiary/ nternally I during April 1

As at As at As at As Translation Disposals Charge at As at As Translation Disposals Additions Additions Additions at As asset of Block

Gross Block Block Gross Accumulated Amortisation Amortisation Accumulated et Block Block et N

year) (previous assets intangible Other

38.86 38.86 45.64 34.53 - 0.71 9.50 25.74 80.17 (0.61) 2.60 - 4.61 14.17 64.60

0.72 0.72 0.44 0.82 - - 0.28 0.54 1.26 - - - - - 1.26 fees compete Non

1.10 1.10 0.70 1.30 - - 0.40 0.90 2.00 - - - - - 2.00 Brand

- - 3.93 - - - - - 3.93 - - - - 3.93 - Trademarks & Patents

1.12 1.12 0.57 2.20 - - 0.55 1.65 2.77 - - - - - 2.77 Relationship Customer

Licenses 10.05 10.05 9.43 0.58 - 0.11 0.33 0.36 10.01 - 0.40 - - - 10.41

Formulation 15.58 15.58 22.13 18.91 - 0.60 6.28 13.23 41.04 - 2.20 - 4.61 9.82 28.81

Land Rights Land 6.27 6.27 5.66 - - - - - 5.66 (0.61) - - - - 6.27

Computer software Computer 4.02 4.02 2.79 10.71 - - 1.65 9.06 13.50 - - - - 0.42 13.08

B. Others B.

39.84 39.84 40.23 - - - - - 40.23 0.39 - - - - 39.84

seperately)

Goodwill (Acquired (Acquired Goodwill 13.45 13.45 13.45 - - - - - 13.45 - - - - - 13.45

Goodwill on Consolidation on Goodwill 26.39 26.39 26.78 - - - - - 26.78 0.39 - - - - 26.39

A. Goodwill A.

acquisition acquisition year year

the year year the business generated year the 2019 the year year the the 2019 2020 2019 2020

2020 Limited ompany

difference difference during subsidiary/ nternally I during April 1 difference difference during for April 1 March 31 31 March March 31 March 31 March 31

Block of asset of Block As at As Translation Translation Disposals Additions Additions Additions As at As Translation Translation Disposals Charge at As As at As As at As at As

Gross Block Block Gross Accumulated Amortisation Amortisation Accumulated et Block Block et N

Other intangible assets intangible Other 6

(Currency : Indian Rupees in crores) in Rupees Indian : (Currency

for the year ended 31 March 2020 March 31 ended year the for S H Kelkar and C Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 110 Financial Statements - - 113 1.53 1.53 7.02 0.04 0.20 0.24 4.33 7.70 2.17 1.53 76.48 49.07 (7.02) 373.94 284.45 234.19 284.45 2019-20

March 31, 2019 March March 31, 2019 March 31, 2019 March 31, 2019 March March 31, 2019 March ------Amount Report Annual Annual 0.15 0.15 8.49 9.84 17.97 65.70 59.30 336.96 317.39 193.63 317.39 (17.97) (Currency : Indian Rupees in crores) (Currency March 31, 2020 March March 31, 2020 March 31, 2020 March March 31, 2020 March 31, 2020 March 62,829 March 31, 2019 March - Number of units March 31, 2020 March nventories nventories - Considered good** - Considered Chemicals Pvt.Ltd. Fine Purandar Raw materials Raw materials investments unquoted of book value Aggregate of investments in value of impairment amount Aggregate risk in credit increase - Significant impaired - Credit allowance* Loss - Less: KNP Industries Pte Ltd. et trade receivables Net trade Raw materials in transit Raw materials materials Packing Work-in-progress goods Finished Stock-in-trade Mutual funds at FVTPLMutual Insta Fund Cash DHFL Pramerica Trade receivables (unsecured) receivables Trade Current investments Current *The loss allowance on trade receivables has been computed on the basis of Ind AS 109, Financial Instruments, which requires such allowance to be to such allowance which requires Instruments, on the basis of Ind AS 109, Financial has been computed receivables on trade loss allowance *The be very though it may low. risk even exists credit good on the basis that considered receivables trade for made even 44. in Note disclosed are receivables trade to related and currency and loss allowances credit risks, to exposure Group's The 22). note (refer of book debts and other receivables of hypothecation way by secured are Borrowings body firms, due from 2019: ` 0.24 crores) (31 March 2020 include ` 0.15 crores 31 March good) as at considered (unsecured, receivables Trade ** partner is a in which a director companies or private or member. or a director corporates Information about the Group's exposure to credit and market risks, and fair value measurement, is included in Note 44. in Note is included measurement, and fair value and market risks, credit to exposure Group's about the Information Inventories which comprise raw materials, packing materials, work-in-progress, finished goods and stock-in-trade are carriedat the are and stock-in-trade finished goods work-in-progress, packing materials, materials, raw which comprise Inventories policy no: 3.6) (see detailed accounting note value. and net realisable of cost lower 2019: ` 2.77 crores). (31 March ` 2.30 crores to amounted during value the year write-down net realisable The to of inventories work-in- of finished goods and or changes in inventories consumed of materials included in cost are of inventories down write The or loss. of profit statement consolidated in the progress 22). note (refer both in hand and transit of Inventories of hypothecation way by secured are Borrowings 14 13 Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 12 I - - - - 1.47 7.75 0.02 1.71 3.36 0.45 0.07 0.21 0.09 2.24 0.07 0.07 0.09 0.09 10.41 37.78 61.08 March 31, 2019 March March 31, 2019 March March 31, 2019 March March 31, 2019 March March 31, 2019 March - - - - - Current Current 0.33 1.47 5.53 0.02 0.61 0.26 0.26 0.83 2.33 0.26 0.12 0.14 0.50 24.89 20.03 51.91 (Currency : Indian Rupees in crores) (Currency March 31, 2020 March March 31, 2020 March March 31, 2020 March March 31, 2020 March March 31, 2020 March ------1.34 2.51 0.03 2.58 0.05 1.39 16.65 21.77 March 31, 2019 March March 31, 2019 March ------0.56 1.46 0.05 2.19 0.85 2.31 Non-current Non-current 13.72 16.52 March 31, 2020 March March 31, 2020 March ompany Limited ompany S H Kelkar and C

Keva Constructions Private Limited Constructions Private Keva Keva Aromatics Private Limited Private Aromatics Keva To other than related parties other than related To advances Capital Keva Constructions Private Limited Constructions Private Keva To other than related parties To maturity deposits with banks with remaining Term than 12 months** more Purandar Fine Chemicals Private Limited Limited Chemicals Private Fine Purandar Interest receivable from Income tax from receivable Interest expenses Prepaid Interest accrued and due on fixed deposits and due on fixed accrued Interest authorities with government Balances VAT/Sales tax refund receivable tax refund VAT/Sales Derivatives Assets - Foreign currency forward - Foreign Assets Derivatives contracts exchange rent on returns, Others receivables (inventory receivables) parties related To suppliers** to Advance Advance to suppliers to Advance Other receivables To related parties related To charge)* cross (expense Other receivables (unsecured, considered good) considered Other (unsecured, assets (unsecured, considered good) considered Other assets (unsecured, ** Details of Advance to suppliers from companies/ body corporates in which a director of the Company is a Director or firms of is a Director in which a Director of the Company in which a director body corporates companies/ suppliers from to ** Details of Advance is a Partner company 1.34 crores) are lien with bank for tax matters lien with bank for are 2019 : ` 1.34 crores) (March ** Bank deposits of `1.46 crores or firms of is a director in which a director of the Company in which a director body corporates companies/ from * Details of other receivables is a partnercompany * Details of Loans to companies/ body corporates in which a director of the Company is a director or firms in which a director of company is a partner a is company of or firms a director which a director in is Company the of a director which in corporates body companies/ to Details* Loans of

11

10

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 112 Financial Statements

% 115 8.77 0.23 *0.00 9.98% 9.21% 5.75% 0.96% 5.27% 17.07 17.15 17.95% 10.60% 213.80 111.16 425.50 718.73 (74.95) 2019-20

March 31, 2019 March Report Annual Annual 3.30 8.77 31 March 2019 31 March Shares 17.07 19.22 (0.25) 157.70 107.86 441.93 682.65 (72.95) 83,10,359 13,87,444 76,15,000 Number of 1,44,39,269 2,59,65,600 1,53,24,000 1,33,25,000 (Currency : Indian Rupees in crores) (Currency March 31, 2020 March % 9.86% 5.60% 5.92% 7.57% 10.22% 18.22% 10.78% i. v. ii. iv. ix. iii. vi. vii. viii. Note 31 March 2020 31 March Shares 79,07,541 83,73,212 Number of 1,44,39,269 2,57,49,524 1,52,29,000 1,39,35,100 1,06,91,139 0.01 crore ` time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up the of proportionin share its are hands) of to show on (not poll a on equityan of rights shareholder voting The time. call or other sums any on which in respect of shares rights cannot be exercised Voting equity capital of the Holding Company. shares. of the forfeiture lead to may called up on shares amount any pay to Failure not been paid. have payable presently assets of the the residual receive to will be entitled the holders of equity shares Holding Company, On winding up of the in proportion amounts held. of equity the number to shares after distribution of all preferential remaining Holding Company, 59.40 crores, of ` 59.40 crores, amount an aggregate for back 33,00,000 equity bought shares during the year Company Holding The back were bought equity shares The ` 180 per equity capital at share. paid-up equitybeing 2.28% of the total share 2019. extinguished on 13 August There are no shares reserved for issue under options. for reserved no shares are There Shareholders holding more than 5% shares in the company is set out below: in the company 5% shares than holding more Shareholders 10 (Previous year ` 10) each, year of ` 10 (Previous quity shares Securities premium account Securities premium Other reserves reserve Capital reserve redemption Capital Other reserves General reserve Shares STARs Retained earnings E fully paid-up VI FDI (Singapore) Partners Capital Blackstone Pte.Two Ltd. Ramesh V. Vaze* Ramesh V. currency reserve translation Foreign shares Treasury KNP Industries Ltd. Pte. Kedar R. Vaze** Stiching DepositaryStiching Markets APG Emerging Equity Pool Series Emerging Fidelity Trust Investment Fidelity Markets Fund Limited Constructions Private Keva

Other equity d e c Note: in the pool with the clearing members as on 31 March on market 2020 were on 31 March Vaze Ramesh Mr. by purchased *1,65,500 equity shares 2020 is 2,59,15,024. as on 31 March Vaze Ramesh Mr. held by the number of equity shares 2020. Including purchase, the said in the were 2020 respectively, 2020 and 31 March on marketMarch on 30 Vaze Kedar Mr. by purchased **1,00,000 and 67,500 equity shares on as Vaze Kedar Mr. by held equityof number the shares Including 2020. the clearingwith pool 31 March on as members purchase, the said 31 March 2020 is 1,41,02,600. 31 March *Amount less than *Amount

18 Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for - - 2.86 3.26 0.17 0.01 3.44 11.94 12.39 22.20 37.45 (0.52) 144.62 144.62 154.06 166.00 144.62 144.62 (37.97) March 31, 2019 March March 31, 2019 March March 31, 2019 March March 31, 2019 March - Amount Amount 0.21 1.84 1.15 0.01 3.00 11.94 (3.30) 10.85 62.55 51.49 144.62 141.32 154.06 141.32 166.00 141.32 (95.62) (33.07) (Currency : Indian Rupees in crores) (Currency March 31, 2020 March March 31, 2020 March March 31, 2020 March March 31, 2020 March - 1,19,35,500 14,46,20,801 14,46,20,801 15,40,64,500 14,46,20,801 March 31, 2019 March March 31, 2019 March Number of shares Number of shares (33,00,000) 1,19,35,500 14,46,20,801 14,13,20,801 15,40,64,500 14,13,20,801 March 31, 2020 March March 31, 2020 March ompany Limited ompany

10 (Previous year ` 10) each year of ` 10 (Previous quity share E fully paid-up of the year the beginning Outstanding at Shares extinguishedShares on buy-back the end of the year Outstanding at Terms / Rights Equityattached shares to Terms dividends to equally with regard rank all equity shares Accordingly, has a single class of equity shares. Holding Company The time to from dividend as declared receive to entitled are equityThe shares assets. residual in the Holding Company’s and share Terms / Rights attached to each classes of shares to / Rights attached Terms Reconciliation of number of shares outstanding at the beginning and end of the reporting the beginning outstanding at year: of number of shares Reconciliation

S H Kelkar and C

i)  - exchange earners foreign currency account earners foreign - exchange maturity (with original less) or of 3 months - deposits accounts on hand Cash sheet in the balance and cash equivalents Cash purposes cash management used for Bank overdrafts Balances with banks in: Balances accounts - current

Cash and cash equivalents in the statement of cash flows in the statement and cash equivalents Cash Current account of Holding Company's employee benefit trust (refer note 52) note benefit trust (refer employee Company's of Holding account Current Unclaimed dividend accounts Authorised of ` 10 each Equity shares Bank deposits due to mature within 12 months of the reporting within 12 months date** mature Bank deposits due to Preference shares of ` 10 each shares Preference subscribed and paid up Issued, of ` 10 each, fully paid-up Equity shares Cash and cash equivalents Cash Share capital Share Other balances bank

b a 1.74 crores) are pledged with bank for guarantees issued. issued. guarantees pledged with bank for are 2019 : ` 1.74 crores) (31 March **Bank deposits of ` 1.84 crores

15 Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 17 16 114 Financial Statements - 117 5.23 25.32 30.55 2019-20

March 31, 2019 March - Report Annual Annual 2.76 13.43 16.19 (Currency : Indian Rupees in crores) (Currency March 31, 2020 March Other reserves Such amounts shares. and preference of equity shares in the form equity investment a private had received Company The On investment. attached with such conditions terms and to the reference as financial liability classified with were received contractuallyextinguished consequently, and were rights equity investor's the private of the initial public offering, completion components capital and other relevant equity to share credit with corresponding on such date, the liability derecognised was on extinguishment). gain of equity related (including reserve General or obligations future meet earnings to retained from funds transferring by ReserveGeneral reserve created is which free a is purposes. reserve currency translation Foreign of of financial statements translation arising from differences currency reserve of all exchange comprises translation Foreign operations. foreign reserves and Shares STARs Treasury (EBT)Trust or notified are the schemes that of implementation for KelkarBenefit S H formed has Employee Company The EBT to its employees. based payments share under the plan providing Company by the to time time be notified from may the company. from out of funds borrowed of the Company shares purchases as treasury shares. treated are EBT held by as its extension and shares EBT treats Company The reserves STARs reserves. in STARs recognised on sale of treasuryby the trust is and dividend earned on the same profit/loss shares The earningsRetained to transfers adjustments, transition INDAS any less earned has date, till Company the that profits the Retainedearnings are shareholders. dividends or other distributions paid to reserve, general Securities account premium provisions with the It is utilised in accordance on issue of shares. received the premium record Securities is used to premium of the Act. Capital redemption reserve redemption Capital the of provisions with the reserves accordance in free from funds transferring by reserve is created redemption Capital the Act. by is also governed and its utilisation 2013 (the 'Act') Act, Companies Capital reserve Capital of a subsidiary associate. to of conversion reserve arising is mainly Capital on account Final equity dividend of previous financial year 2017-2018 paid at ` 1.75 per equity 2017-2018 paid year share financial equity dividend of previous Final Interim equity ` 0.95 per equity dividend of 2019-2020 paid at share Dividend distribution tax on the equity dividend paid above iv. iv. v. vi. vii. viii. ix. iii. ii. The following dividends were declared and paid by the Company during the years ended: during the years the Company and paid by declared dividends were following The i. Nature and purpose of reserves Nature

Dividends Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for B. ------8.77 8.77 0.23 0.23 23.15 17.15 (6.00) *0.00 *0.00 17.07 17.07 87.92 213.80 213.80 111.16 111.16 368.13 425.50 (29.80) (45.15) (74.95) (30.55) March 31, 2019 March - - 3.30 3.30 8.77 8.77 2.07 2.00 0.23 0.31 *0.00 (0.79) 17.07 19.22 17.07 17.15 35.81 (3.30) (0.25) (3.19) 157.70 213.80 111.16 107.86 425.50 441.93 (56.10) (74.95) (72.95) (16.19) (Currency : Indian Rupees in crores) (Currency March 31, 2020 March ompany Limited ompany

Transfer from general reserve pursuant to buy-back reserve to pursuant general from Transfer Capital redemption reserve redemption Capital Opening Balance Closing balance Closing Balance Closing Balance Closing Balance Closing Securities account premium Opening Balance Other reserves Opening balance reserve General Opening Balance shares STARs Opening Balance Movement during the year Movement Utilisation on buy back of equity shares during the year Movement buy-back reserve to pursuant redemption capital to Transfer change during the year Add: Balance Closing Trust the by in buy back of equity : Participation shares Less balance Closing Treasury shares Treasury Opening balance Capital reserveCapital Opening balance Balance Closing (EBT) the year Trust for Income of the S H Kelkar Add: Employee Foreign currency translation reserve currency translation Foreign Opening Balance Less: Loss on participation trust Loss in buy back by Less: Closing Balance Closing Retained earnigs Retained Opening Balance Add: Total comprehensive income for the year for income comprehensive Total Add: Dividend paid (including DDT)Less: 116 Imapact INDAS to on transition Closing Balance Closing

S H Kelkar and C ii. iii iv. v. viii. vii. i. vi. ix. A. Notes:

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 116 Financial Statements - 119 EUR : 7.48 0.14 7.18 0.64 0.40 0.01 1.25 0.78 0.23 16.16 27.09 127.13 134.31 equivalent 2019 15,832,508.63 2019-20

March 31, 2019 March 31, 2019 March March USD - - (31 969,952.50 of Report Annual Annual 7.79 0.89 1.97 0.66 0.01 3.28 10.62 12.12 23.41 52.96 EUR 165.32 173.11 and (Currency : Indian Rupees in crores) (Currency company 5,000,000.00 March 31, 2020 March March 31, 2020 March crores EUR 86.47 subsidiary ` total to of foreign a facility by equivalent credit a banks is from 12,501,545.66 company USD Overdraft 2019: Bank subsidiary March and (31 foreign a loan by crores taken demand 119.35 ` Banks capital with 94 crores) carry interest ranging between 7.85% p.a. to 9.55% (previous year :7.65% p.a. to 8.60% p.a.), computed on computed p.a.), 8.60% to :7.65% p.a. year 9.55% (previous to 7.85% p.a. between carry ranging `94 crores) interest 7.54 Crores) carries interest @ Libor + 125 basis points and is secured by way of hypothecation of stock in trade, primary in trade, of stock hypothecation of way by and is secured basis points @ Libor + 125 carries interest `7.54 Crores) For capital goods For of new business acquisition For expenses For 38.85 crores) to finance working capital. The interest rate for this is rate The interest working finance capital. to 2019 : ` 38.85 crores) (31 March ` 41.74 crores to 5,000,000) equivalent holding company. from Guarantee of Corporate way loan is backed by The plus 1.5%. Euribor the 1-month equivalent to to equivalent Working capital loans and bank overdraft from banks by a holding company and an Indian and Subsidiary (previous a holding company banks by of `50 crores from overdraft capital loans and bank Working year: secured banks are from capital loans Working on demand. repayable and are basis on the actuala monthly utilised, amount and both present and book debts and other receivables both on hand and in transit of inventories hypothecation of way by future. MCLR + 3%. at carries interest ` 19 crores) : an Indian year by bank Subsidiary (previous loans from Pre-shipment ` 77 crores of way by backed are the loans All disbursement. of date the from days 180 perioda within to 90 of repayable are loans The Holding Company. from Guarantee Corporate to from bank overdrafts includes, year in the previous Also, of holding company. guarantee on book debts and corporate charge basis on the actual on a monthly amount carrying of 9.55% computed range at of ` 3.13 crores interest holding company on demand. repayable and were utilised, 15 crores) carries interest at 7% to 7.50% an Indian 7% to bank by at subsidiary capital loans from carries interest Working of ` Nil 2019: ` 15 crores) (31 March of way by backed are loans the All demand. on repayable actualthe on basis monthly a are on and utilised amount computed holding company. from Guarantee Corporate

Dues to Micro and small enterprises (refer note 39) note (refer Micro and small enterprises Dues to 19) note debt (refer of long-term maturities Current lease obligations of finance maturities Current 2006 and due under MSMED Act, accrued Interest Due to others Due to Security deposit currency contract forward liability- Foreign Derivative benefits payable Employee Unclaimed dividend account Other payables The Group's exposure to currency and liquidity risks related to trade payables is discloses in Note 44. is discloses in Note payables trade currency to to and liquidity exposure risks related Group's The a) b) c) Working Other financial liabilities current Trade payables Trade d) e) Debt

24 Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 23 1.07 9.01 1.98 1.98 2.09 10.08 37.97 53.85 19.00 46.88 21.00 69.97 264.00 153.18 March 31, 2019 March March 31, 2019 March March 31, 2019 March March 31, 2019 March - Current 0.27 1.09 1.09 10.54 10.81 42.20 12.20 54.40 41.74 77.00 95.62 73.73 288.09 (Currency : Indian Rupees in crores) (Currency March 31, 2020 March March 31, 2020 March March 31, 2020 March March 31, 2020 March 0.60 0.27 0.87 March 31, 2019 March 0.48 0.30 0.78 Non-current March 31, 2020 March ompany Limited ompany Term Loan from banks in the previous year, includes loan from bank taken by a subsidiary company in INR Currency. It was a subsidiary in INR Currency. bank taken by includes loan from company year, banks in the previous from Loan Term in 16 quarterly after repayable installments moratorium loan was This of ` 50 crores. an amount for loan availed a long-term assets and fixed on Moveable charge of Pari-Passu way by secured loan was The 2019. 12 March from period i.e. of 12 months reference with will be fixed that rate, Rate is mutually agreed Interest Applicable Holding Company. from Guarantee Corporate during the year. has been repaid loan This Tenor. 7.61%) of appropriate Bank MIBOR (6.72% to prevaling then to It loan availed is a long-term a subsidiary in INR Currency. Bank taken by banks includes loan from company from Loan Term maturity of ` 10.62 crores, (including current outstanding as ` 22.82 Crores current having of ` 28 Crores, an amount for each in 16 equal quarterly for of 12 months after installments loan is repayable moratorium This 24). disclosed under note Interest Applicable company. holding from Guarantee of Corporate way loan is backed by The 20 June 2019. from i.e. Tranche Rate of Current bank and borrower. between will be mutually agreed Margin Applicable Rate is MCLR plus applicable Margin. is 7.00% p.a. Interest S H Kelkar and C

Unsecured &'e') 'd' note capital loan (refer Working 'b') note loans (refer Pre-shipment Bank over draft (refer note 'c') note draft (refer Bank over Secured & 'c') 'a' note capital loans (refer Working Provision for employee benefits for employee Provision 42) note Gratuity (refer Compensated absences absences Compensated Security deposits (Secured) below) 'a' note bank (refer loans from Term Finance lease obligations lease obligations Finance (Unsecured) below) 'b' note bank (refer loans from Term Current Borrowings Current Other non-current financial liabilities b) b) a) Terms of repayment and security of repayment Terms

22 21 Provisions 20

19 non-current Borrowings Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 118 Financial Statements 121 6.72 1.12 2.17 0.08 7.63 7.70 37.91 13.86 57.09 49.07 76.48 20.43 19.45 (1.05) 125.59 245.11 583.31 238.52 589.90 609.35 147.16 128.09 (11.16) (19.38) (31.59) (19.07) Year ended Year ended Year ended Year 2019-20 31 March 2019 31 March 2019 31 March 2019 31 March

- Report Annual Annual 7.70 2.17 2.74 6.69 9.84 2.17 6.55 2.72 49.07 12.96 76.48 59.30 65.70 21.86 19.72 (5.99) 128.55 238.52 495.87 202.13 532.27 551.98 150.94 137.68 (13.26) (Currency : Indian Rupees in crores) (Currency Year ended Year ended Year ended Year 31 March 2020 31 March 2020 31 March 2020 31 March Raw materials Packing materials Packing Raw materials Packing materials Packing Raw materials materials Packing Raw materials materials Packing Stock-in-trade Stock-in-trade and bonus wages Salaries, fund and other funds provident to Contribution absences Compensated Opening stock - : Opening Stock goods Finished - Purchases Add: - Work-in-progress Stock: Closing goods Finished Stock-in-trade Work-in-progress in inventories: Changes goods Finished expenses welfare Staff Stock-in-trade Stock-in-trade Work-in-progress work-in-progress and stock-in-trade of finished goods, in inventories Changes expense benefits Employee - Stock Closing Less: - - consumed Materials - - consumed of materials cost Total assets under development intangible to Transferred Less: Cost of materials consumed of materials Cost work-in-progress and stock-in-trade of finished goods, in inventories Changes 30 expense benefits employee Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 28 29 - 3.18 4.97 2.45 4.52 6.97 0.15 0.20 1.50 1.07 1.24 3.10 4.32 0.27 0.39 0.45 10.46 13.64 10.67 23.36 1,046.12 1,041.15 1,048.12 Year ended Year Year ended Year 31 March 2019 31 March 31 March 2019 31 March March 31, 2019 March - - - 2.41 6.74 7.07 7.28 7.60 9.15 0.21 0.16 1.28 0.64 2.81 1.84 0.33 0.57 7.83 *0.00 14.35 1,112.68 1,105.08 1,114.23 (Currency : Indian Rupees in crores) (Currency Year ended Year Year ended Year 31 March 2020 31 March 31 March 2020 31 March March 31, 2020 March ompany Limited ompany 0.01 crore ` - For statutory dues* - For Deposits with banks Others S H Kelkar and C

nterest income under the effective interest method on: interest under the effective income nterest Other payables Advances received from customers from received Advances Less: Discounts Less: revenue Other operating Sale of Scrap and services

Net Sales refunds Export and excise incentives operations from revenue Total I Dividend Income tax refund income on received Interest on doubtful debts of provision Reversal Rental income back written / liabilities no longer required, Provision Sale of products (refer note 51) note Sale of products (refer sales Gross Miscellaneous income Miscellaneous income Net foreign exchange gain exchange Net foreign Net gain on sale of investment & equipement plant Net gain on sale of property, contracts Gain on derivative other income Total Other income Revenue from operations from Revenue Other liabilities current * Statutory dues includes dues in respect to GST, tax deducted at source, service tax, VAT/ CST tax, provident fund, ESIC, professional tax, work tax, work ESIC, professional fund, provident CST tax, VAT/ service tax, tax deducted source, at * Statutory GST, dues in respect dues includes to and Protection Education Investor to be credited to due and outstanding no amounts are statutory there And tax and other material contract dues. Fund. *Amount less than *Amount

27 26

25 Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 120 Financial Statements - - - 123 0.84 6.91 0.37 2.35 0.65 0.16 0.06 0.53 6.20 6.20 1.40 Total 14.11 28.00 31.07 88.48 204.94 192.67 (12.27) (33,73,663) Year ended Year 14,46,20,801 14,12,47,138 14,26,97,501 2019-20 31 March 2019 31 March 31 March 2019 31 March 31 March 2019 31 March

- - 0.17 0.03 0.20 Report Annual Annual 1.17 0.67 7.91 0.39 0.39 2.22 2.56 2.56 14.81 40.04 36.15 (6.40) 35.69 193.83 187.43 (Currency : Indian Rupees in crores) (Currency Other services Certification & Year ended Year (33,06,429) (32,32,766) 14,46,20,801 13,80,81,606 13,95,22,045 31 March 2020 31 March 31 March 2020 31 March 31 March 2020 31 March - 0.03 0.02 0.01 0.06 (B) (A) (A) / (B) (A) (A) / (B) (A) Tax Audit Fees Audit Tax 0.45 0.11 0.05 0.53 1.14 Statutory Audit Fees Audit Others Auditor B S R & Co. LLP B S R & Co. B S R & Co. LLP B S R & Co. B S R & Co. LLP B S R & Co. Amounts recognised in consolidated balance sheet balance in consolidated recognised Amounts 60.04 crores ) 2019 : ` 60.04 crores (31 March ` 91.77 crores tax assets (net of provision Current ) 2019 : ` 61.05 crores (31 March tax ` 28.85 crores tax liabilities (net of advance Current Equity shares held in controlled trust held in controlled Equity shares the year for number of equity shares average Weighted of ` 10 each value of face Basicshare earnings per Consolidated Profit attributable to equity attributable (basic shareholders and diluted) Profit Consolidated to equityattributable year shareholders for the Profit Consolidated of equity number for basic and earnings shares diluted average Weighted per share of the year beginning at Number of equity shares Buy back of shares the end of the year outstanding at Number of equity shares of ` 10 each value of face earnings per share Diluted Entities Directors' Commission Directors' Directors' sitting fees Directors' labour charges Contract Sales support service Assets on sale of Fixed Loss contracts on derivative Loss Miscellaneous expenses Less: Transferred to intangible assets under development assets under development intangible to Transferred Less: S H Kelkar and Company Limited S H Kelkar and Company Keva Fragrances Pvt Ltd Fragrances Keva V N Creative Chemicals Pvt Ltd V N Creative Domestic & Foreign Subsidiary Domestic & Foreign Total Note: The Group offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current assets and current tax to set off current right tax assets and liabilities if and only if it has a legally enforceable offsets Group The Note: the same tax authority. levied by taxes income to relate tax liabilities tax assets and deferred tax liabilities and the deferred Auditors: to *Payment Basic EPS is calculated by dividing the profit attributable to equity shareholders of the Holding Company by the weighted average average weighted by the Company of the Holding to equityattributable shareholders dividing the profit by Basic EPS is calculated to equityattributable dividing the profit by EPS is calculated Diluted outstanding duringnumber of equity the year. shares after during outstanding number of equity the year, shares average the weighted by of the Holding Company shareholders equity shares. potential of all dilutive the effects for adjustment considering Tax expense Tax (a)

35 Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 34 (EPS) earnings per share - - 6.43 9.13 0.27 0.29 0.47 9.10 7.56 1.31 1.36 7.65 3.59 3.65 1.60 2.37 1.42 0.90 3.50 4.39 2.20 0.92 2.73 1.11 2.75 16.12 13.95 21.58 31.15 13.95 23.06 15.68 21.57 13.97 19.88 23.24 (2.17) Year ended Year Year ended Year Year ended Year 31 March 2019 31 March 31 March 2019 31 March 31 March 2019 31 March - 1.40 3.85 0.23 6.20 2.11 4.59 0.46 9.50 6.18 0.82 1.66 3.80 4.62 3.30 1.05 2.78 1.15 0.71 1.14 6.33 2.11 0.23 1.41 20.36 14.42 24.70 24.70 13.63 11.31 25.18 18.86 12.26 27.91 51.50 22.18 10.72 (Currency : Indian Rupees in crores) (Currency Year ended Year Year ended Year ended Year 31 March 2020 31 March 31 March 2020 31 March 2020 31 March ompany Limited ompany - Plant and machinery- Plant - Others - Buildings S H Kelkar and C

Interest on workingInterest capital loans and small enterprises micro on dues to Interest Othercosts finance work-in-progress Capital capitalised to Interest Less: costs Finance Interest on term loans on term Interest Depreciation of investment properties of investment Depreciation Amortisation assets of intangible Amortisation of Right of use assets and fuel Power expenses Selling and promotion and forwarding Freight charges professional and Legal and conveyance Travelling and development Research Security charges Rent Commission and brokerage Commission Depreciation of property, plant and equipment and equipment plant of property, Depreciation Repairs and maintenance: Rates and taxes Bank charges Insurance Stationery expenses and printing expenses Training expenses control Pollution consumed and spares Stores off written Intangible asset under development expense social responsibility Corporate receivables doubtful trade for Provision off Bad debts written auditors* to Payment expenses and telephone Postage Other expenses Depreciation and amortisationDepreciation Finance costs Finance

33 32

31 Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 122 Financial Statements ------125 tax 1.36 9.03 6.78 1.50 7.59 7.59 2019 25.51 17.92 (0.27) (17.82) (17.56) (11.08) liability Deferred Deferred 31 March 31 March Year ended Year - - assets 2019-20 31 March 2019 31 March

5.36 5.36 0.29 2.04 0.04 2.43 0.50 2.43 0.50 0.04 2.04 0.29 8.94 2020 26.77 16.10 16.10 (0.27) (17.56) et deferred tax Net deferred tax asset Deferred Deferred 31 March 31 March

Report Annual Annual 8.94 ------32.57 23.63 Net 5.36 8.94 0.29 2.04 0.04 2.43 0.50 16.10 2019 (0.27) (Currency : Indian Rupees in crores) (Currency (17.56) Year ended Year (11.08) (11.08) deferred deferred tax asset (liability) 31 March 31 March 31 March 2020 31 March ------(liabilities) 2020 Deferred tax Deferred (0.27) (17.56) (17.82) 31 March 31 March Translation Translation Differences

------31 March 2020 31 March 1.36 9.03 6.78 1.50 2019 in OCI 18.67 (0.03) (0.03) 31 March 31 March Recognised - - 5.36 loss 2.43 0.50 0.04 2.04 0.29 2020 7.07 16.10 26.77 1.35 0.29 0.54 0.04 0.50 1.07 (1.42) (6.48) (0.27) Deferred tax assets Deferred 31 March 31 March in profit orin profit Recognised Recognised

- - - - 7.59 9.03 6.78 1.50 1.36 (11.08) Net balance 1 April 2019 1 April Movement in deferred tax balances in deferred Movement Amounts recognised in consolidated balance sheet balance in consolidated recognised Amounts tax assets and liabilities deferred Recognised Tax assets (liabilities) Tax Investments Business Loss Provisions entitlement credit MAT Derivatives Liabilities Lease Inventories Deferred tax asset tax Deferred and equipment plant Property, Receivables Trade Property, plant and equipment plant Property, Deferred tax liabilities (net) Deferred tax assets Net Deferred Deferred tax assets (net) Deferred Trade receivables Trade Derivatives Inventories Lease Liabilities Lease Business loss Provisions MAT credit entitlement credit MAT Other items et deferred tax assets (liabilites) Net deferred Deferred Tax Deferred (c) (a) (b)

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 36 - - - 0.05 2.60 1.18 0.15 35.14 35.19 27.01 40.13 27.01 (0.33) (6.15) (6.48) (9.63) (1.15) (8.18) (0.09) (8.56) (3.15) (2.65) 114.85 Net of tax Year ended Year - 31 March 2019 31 March 31 March 2019 31 March Tax 0.23 0.23 benefit (expense) (expense) 5.62 0.14 0.20 1.34 0.54 0.06 18.62 19.97 18.62 21.73 13.42 53.32 (1.76) (0.75) (0.06) (0.54) (1.35) (2.18) (0.22) (0.31) (Currency : Indian Rupees in crores) (Currency Year ended Year (0.56) (6.15) (6.71) 31 March 2020 31 March 31 March 2020 31 March For the year ended 31 March 2019 ended 31 March the year For Before tax Before 0.12 1.77 1.89 Net of tax - Tax (0.03) (0.03) benefit (expense) (expense) 0.15 1.77 1.92 For the year ended 31 March 2020 ended 31 March the year For Before tax Before ompany Limited ompany Amounts recognised in other comprehensive income in other comprehensive recognised Amounts rate tax of effective Reconciliation S H Kelkar and C

tems that will not be reclassified to profit or loss to profit will not be reclassified that tems tems that will be reclassified to profit or loss to profit will be reclassified that tems Earlier years tax expense Current tax liability net / (asset), income Deferred of temporary differences and reversal Origination earlier years to Related Entitlement credit MAT For tax expense Deferred the year for expense Tax Current income tax income Current year Current Change in tax rate of subsidiaries Change in tax rate Tax using the Company’s domestic tax rate (current year 25.17% and previous year 34.61%) year 25.17% and previous year (current domestic tax rate using the Company’s Tax Profit before tax before Profit Tax effect of: Tax of subsidiaries rates in tax Differences I of the defined benefit plans Remeasurements Non-deductible tax expenses Deferred tax asset recognised on transfer of intangible assets of intangible on transfer tax asset recognised Deferred tax on deferred Change in rate Entitlement credit MAT Incremental deduction allowed deductionIncremental allowed impact of earlier years Tax Others I the financial in translating differences Exchange operation of a foreign statements The Group’s weighted average tax rates for the years ended 31 March 2020 and 2019 were 34.92% and 23.52% respectively. 34.92% and 2020 and 2019 were ended 31 March the years for tax rates average weighted Group’s The (c) Amounts recognised in consolidated statement of profit and loss of profit statement in consolidated recognised Amounts (d)

(b) Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for

124 Financial Statements - 127 1.25 3.19 0.76 4.62 4.62 3.19 Total 8.18 4.25 4.62 49.74 52.93 49.74 52.93 14.12 46.12 13.63 50.10 17.04 policies mpact of I changes in Year ended Year accounting accounting Year ended Year Adjustments 31 March 2020 31 March 31 March 2020 31 March 2019-20

0.86 0.34 0.24 0.76 0.40 0.02 Report Annual Annual Motor cars Motor (Currency : Indian Rupees in crores) (Currency - - 0.34 0.01 0.01 0.35 Office equipments - 0.05 13.44 13.39 49.69 46.09 Buildings As at April 1, 2019 April at As assets Total liabilities Lease liabilities Total Retained earnings equity Total Right-of-use assets Statement of financial position Statement The difference between the future minimum lease rental commitments towards non-cancellable operating leases and finance non-cancellable and finance leases operating towards commitments rental minimum lease the future between difference The primarilyAprilis 1 2019 inclusion at as due to liabilitylease the to accounted as compared 2019 reportedleases March 31 at as of the lease discounting reduction due to of the leases, term the cancellable for of the lease payments value of present has which the Group leases to the for of the commitments of Indand exclusion AS 116 liabilities as per the requirement apply the practical as per the standard. chosen to expedient Repayment of lease liabilities Repayment on lease liabilities Interest Short-term expense lease lease expense value Low on leases cash outflow Total Short-term expense lease lease expense Total Accumulated depreciation and impairment depreciation Accumulated AS 116) IND to 1 April 2019 (on transition at As Depreciation Disposals Balance at 31 March 2020 31 March at Balance Carrying amounts 1 April 2019 at As Balance at 31 March 2020 31 March at Balance mpact of changes in accounting policies mpact of changes in accounting Cash outflow on leases outflow Cash The following table provides the extract table provides of impacts of adopting Ind following AS 116 on the financial statements The i.

Breakdown of lease expenses Breakdown Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for i

- - - - - tax 1.32 Total 51.35 60.24 10.21 liability (11.08) (11.08) Deferred Deferred - - 1.50 6.78 1.36 9.03 - 18.67 tax asset Deferred Deferred 1.26 0.36 0.90 - 1.50 7.59 6.78 1.36 9.03 Motor cars Motor (11.08) tax asset (liability) (Currency : Indian Rupees in crores) (Currency - - et deferred Net deferred 0.35 0.35 Office - - - - - 2.96 2.96 equipments Translation Translation Differences

- - - - - 0.42 31 March 2019 31 March 49.74 59.53 10.21 0.23 0.23 in OCI Buildings Recognised - loss 1.87 1.15 8.18 6.20 (0.35) (0.69) in profit orin profit Recognised Recognised

- 0.35 1.71 2.83 7.24 (3.78) (15.91) Net balance 1 April 2018 1 April ompany Limited ompany

122.24 crores). 2019: ` 122.24 crores). year (previous ` 123.78 crores to earning 2020, undistributed of subsidiaries31 March amounted at As because the not recognised was 2019: ` 21.75 crores) year (previous tax liabilitycrores of ` 21.85 deferred corresponding The taxable of the related the timing of reversal controls the dividend policy the Company of its subsidiaries controls i.e. Company future. foreseeable by the subsidiaries in no dividend will be distributed believes and management temporary differences entity being Keva the merged wholly-ownedof two subsidiaries, of merger tax asset arising on account deferred The pending has not been recognised, 2018 of ` 34.36 crores, and 31 March 2019 of ` 16.11 crores 31 March as at Pvt. Ltd Fragrances the by in the tax assessment uncertainty of the goodwill amortisation the allowability expenditure as an eligible over amount, tax authorities. The Group offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current current and assets tax current off set to right enforceable a legally has it if only and if liabilities and assets tax offsets Group The the same tax authority. levied by taxes income to tax liabilities relate and deferred tax assets tax liabilities and the deferred and tax assets income tax, deferred for income provision in determining required is judgement management Significant on assets is based tax income deferred of recoverability The assets. tax income deferred of recoverability and liabilities deferred which periodthe and over entity jurisdictioneach operates by income taxable relevant of the in which estimates tax assets will be recovered. income Unrecognised deferred tax assets/ liabilities tax deferred Unrecognised

S H Kelkar and C

MAT credit entitlement credit MAT Investments assets (liabilities) Tax Deferred tax asset Deferred and equipment plant Property, Trade receivables Trade Business loss Provisions Cost IND AS 116) to 1 April 2019 (on transition at As Additions Disposals Balance at 31 March 2020 31 March at Balance The Group's leasing arrangements are in respect of Building, office equipments and motor cars. These leasing arrangements are These leasing arrangements cars. and motor equipments office respect in Building, of are arrangements leasing Group's The terms. on mutually acceptable mutual consent on a periodic basis by renewable (d)

Right-of-use assets

37 Leases

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 126

Financial Statements

0.01 crore 0.01 than less *Amount `

129 37.75 100% 1.89 100% 35.86 100% 834.55 100% Total

operations

Exchange differences on translation of foreign foreign of translation on differences Exchange 0.22 0.60% 0.22 11.80% - *0.00% - *0.00%

(20.99) (55.60%) - *0.00% (20.99) (58.60%) (294.20)

(35.30%) liminations E Total

0.17 0.40% - *0.00% 0.17 0.50% 10.58 1.30%

2019-20 Ltd. Co. Aroma Ruibang Anhui

Foreign

nterest I Minority

0.11 0.30% - *0.00% 0.11 0.30% - *0.00% Ltd. Pvt. Chemicals Fine Purandar

Report 2 Annual Annual

Indian

1.05 2.80% - *0.00% 1.05 2.90% - *0.00% SpA Fragrances & Flavours Creative 1

Foreign

method)

Joint Venture (Investment as per the equity equity the per as (Investment Venture Joint

(0.02) (0.10%) - *0.00% (0.02) (0.10%) 0.06 *0.00% S.r.l Italy Keva 7

(0.81) (2.20%) (1.15) (60.80%) 0.34 0.90% 20.44 2.40% Ltd. Co. Aroma Ruibang Anhui 6

Fragrance Industries Pte. Ltd., Singapore) Ltd., Pte. Industries Fragrance

PT SHK Keva Indonesia (Subsidiary of Keva Keva of (Subsidiary Indonesia Keva SHK PT 5 (0.14) (0.40%) (0.32) (16.70%) 0.17 0.50% 5.62 0.70%

Limited) UK

PFW Aroma Ingredients B.V. (Subsidiary of Keva Keva of (Subsidiary B.V. Ingredients Aroma PFW 4 (19.42) (51.40%) 2.73 144.10% (22.15) (61.80%) 37.56 4.50%

2.38 6.30% (0.44) (23.40%) 2.82 7.90% 13.30 1.60% Pte.Ltd. Industries Fragrance Keva 3

(1.47) (3.90%) (0.09) (5.00%) (1.37) (3.80%) (1.54) (0.20%) B.V. Europe Keva 2

0.86 2.30% 0.86 45.40% (*0.00) *0.00% 27.75 3.30% Limited UK Keva 1

Foreign

LLP (Subsidiary of Keva Chemicals Pvt. Ltd.) Pvt. Chemicals Keva of (Subsidiary LLP

Tanishka Fragrance Encapsulation Technologies Technologies Encapsulation Fragrance Tanishka 7 *0.00 *0.00% - *0.00% (*0.00) *0.00% (*0.00) *0.00%

Keva Fragrances Pvt. Ltd.) Pvt. Fragrances Keva

VN Creative Chemicals Pvt. Ltd. (Subsidiary of of (Subsidiary Ltd. Pvt. Chemicals Creative VN 6 8.54 22.60% - *0.00% 8.54 23.80% 16.33 2.00%

0.65 1.70% - *0.00% 0.65 1.80% 3.94 0.50% Limited Private Chemicals Keva 5

3.06 8.10% (*0.00) (0.10%) 3.07 8.60% 44.02 5.30% Limited Private Agencies Hemani Rasiklal 4

0.14 0.40% - *0.00% 0.14 0.40% 9.89 1.20% Limited Private Industries Saiba 3

36.12 95.70% (0.10) (5.30%) 36.22 101.00% 349.11 41.80% Limited Private Fragrances Keva 2

(1.15) (3.00%) 0.05 2.40% (1.20) (3.30%) 41.57 5.00% Limited Private Flavours Keva 1

Indian

Subsidiaries

28.47 75.40% 0.14 7.60% 28.33 79.00% 550.14 65.90% Limited Company and Kelkar H S 1

Parent

net assets net profit or loss or profit comprehensive income comprehensive profit or loss or profit

As % of consolidated consolidated of % As As % of consolidated consolidated of % As Amount As % of consolidated Other Other consolidated of % As Amount As % of consolidated consolidated of % As Amount Amount

o. N minus total liabilities total minus income

et Assets, i.e., total assets assets total i.e., Assets, et N entity the of ame N Share in Total comprehensive comprehensive Total in Share income comprehensive Other in Share loss or profit in Share S.

31 March 2020 March 31

to the Companies Act 2013 with respect to consolidated financial statements financial consolidated to respect with 2013 Act Companies the to III Schedule under required as Disclosures 41

(Currency : Indian Rupees in crores) in Rupees Indian : (Currency

for the year ended 31 March 2020 March 31 ended year the for Notes to the Consolidated Financial Statements Financial Consolidated the to Notes - - 3.82 0.67 1.97 1.04 7.18 0.64 0.25 0.64 0.64 12.10 12.29 136.86 31 March 2019 31 March 2019 31 March 31 March 2019 31 March - 2.26 0.88 7.79 0.89 0.11 1.18 1.05 9.87 0.22 0.89 0.89 84.12 11.61 (Currency : Indian Rupees in crores) (Currency 31 March 2020 31 March 2020 31 March 31 March 2020 31 March ompany Limited ompany ndirect taxes Interest on the above Interest - Principal Estimated amount of contracts remaining to be executed on capital account and and on capital account be executed to remaining of contracts amount Estimated assets tangible of advances, net for not provided Service taxes Sales tax Duty Custom - MicroMediumthe and per Small as buyer the by paid interest of amount The 2006 Act, Development Enterprises the and small suppliers beyond micro made to of the payments amounts The year during each accounting day appointed Direct and I Income taxes Excise duty Excise The amount of interest due and payable for the period of delay in making the period of delay payment for due and payable of interest amount The but without during the year) day the appointed been paid but beyond (which have Act, 2006 specified under MSMED adding the interest The amount of interest accrued and remaining unpaid at the end of each accounting the end of each accounting unpaid at and remaining accrued of interest amount The year succeeding the in even payable and due furtherof remaining amount The interest actually the small are paid to dues as above when the interest such date until years, as a deductible under the the purpose expenditure of disallowance for enterprise 2006 MSMED Act, The Hon’ble Supreme Court case of Surya 2019, in the Supreme of India 28 February (“SC”) dated & Roshani Limited their order by Hon’ble The for inclusion should be identified the employees paid to set out the principles based on which allowances others v/s EPFO, have ventures its joint and Group The contribution. Fund of Provident the purposes of computation for in basic wages significant 2019. In of March are the month respect of the past periodstarted there from with this prospectively complying in this clarity emerge for to is facing and is awaiting the management challenges that and interpretative implementation The liability section Contingent has been disclosed under the in the financial statements. which, this matter pending regard, impact is not ascertainable. of the same S H Kelkar and C

The amounts remaining unpaid to micro and small suppliers as at the end of the year and small suppliers as at micro unpaid to remaining amounts The a. GST 2. 3. a.

4. 5. 6. b. The Group’s management is of the opinion that its international transactions and specified domestic transactions are at arm’s arm’s at transactions transactions domestic specified and international its are that opinion the of is management Group’s The its that believe to Management2019. continues ended 31 March reportyear the for accountants the independent length as per at arm's are regulations by the new transactions the specified domestic transactions 2019 and covered post March international particularly impact of tax on these financial statements, any on amount will not have pricing legislation the transfer length and that of taxation. of provision and that expense Transfer pricing Transfer Dues to micro and small suppliers micro Dues to Contingent liabilities and commitments (to the extent not provided for) not provided the extent (to and commitments liabilities Contingent Contingent liabilities Contingent

40 39 Commitments B.

38 A. Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 128 Financial Statements is 131 2.24 3.04 1.47 0.08 *0.00 specified Gratuity a 2019-20 31 March 2019 31 March

Method.

contribute to 2.16 Report Annual Annual 1.62 1.46 0.08 *0.00 Credit” (Currency : Indian Rupees in crores) (Currency Unit required is 31 March 2020 31 March Group “Projected the the plan, using the Under valuation actuarial employees. the on qualifying based for made plan is fund benefit the to retirement contribution Particulars security Fund/social Provident to contribution Group’s Group’s contribution towards foreign defined contribution plan in accordance with contribution plan in accordance defined foreign towards contribution Group’s local laws Fund Superannuation to contribution Group's ESIC to Contribution Group’s Fund Welfare Labour Maharashtra to Contribution Group's The Present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As to the future reference by of the defined benefit plan liability value is calculated Present The liability. in the salarysuch, an increase of the plan participants the plan’s will increase were gratuity for obligation benefit defined of the value actuarialpresent the assets and plan of valuation most recent The service current cost and related and the of the defined benefit obligations value present The carried 2020. 31 March out as at Method. Unit Credit using the Projected measured past service were cost, The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality to the best estimate of plan reference by liability benefit plan of the defined value is calculated present The expectancyparticipants in the life increase An of the plan participants both during and after their employment. will increase liability. the plan’s A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the this will be partiallyby an increase offset the plan liability; will increase rate however, in the bond interest A decrease assets. plan’s The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to reference by which is determined rate using a discount of the defined benefit plan liability value is calculated present The it will this rate, If on plan asset is below the return market the end of the reporting bonds. yields at period on government deficit. plan create payable to all eligible employees of the Company and certain Indian and permanent death, of the Company subsidiaries on superannuation, employees all eligible to payable 1972. Act, of Gratuity of the Payment of the provisions in terms disablement, risk, rate risk, longevity actuarial risk to and salary plans typically interest the Group riskThese expose such as: investment risk. The employees gratuity fund scheme for the Holding Company and certain Indian subsidiaries is managed by “S.H.Kelkar & Co. “S.H.Kelkar & Co. and certain IndianHolding Company the subsidiaries is managed by fund scheme for gratuity employees The is Trustees of Board The Trustees. of the Board by of trust and it is governed fund has the form The Gratuity Fund”. Employee’s Ltd. with the norms prescribed of the funds in accordance investment of the plan assets including the administration for responsible “. “LIC other Indian subsidiaries fund scheme for is managed by gratuity employees The of India. the Government by The Group makes contributions towards provident fund, superannuation fund and other retirement benefits to a defined benefits fund and other retirement superannuation fund, provident towards makes contributions Group The contribution ` 0.01 crore less than *Amount Defined Benefit Plan: percentage of payroll cost to the retirement benefit plan to fund the benefits. to fund the benefit plan the retirement to cost of payroll percentage year as under : for the off charged are recognised Plans, Contribution Defined to Contribution

The The Group contributes to the following post-employment plans: defined benefit the following to contributes Group The (i) Defined Plans:Contribution (ii)

Salary Risk Salary Longevity Risk: Longevity Interest risk: Interest Investment risk: Investment Gratuity:

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 42 benefits employee

0.01 crore 0.01 than less *Amount `

Total 81.77 100% (6.48) 100% 88.25 100% 874.16 100%

operations

xchange differences on translation of foreign foreign of translation on differences xchange E (2.88) (3.50%) (2.88) 44.40% *0.00% - *0.00%

(277.15)

liminations E Total 37.99 46.50% *0.00% 37.99 43.00% (31.70%)

Anhui Ruibang Aroma Co. Ltd. Co. Aroma Ruibang Anhui (0.23) (0.30%) *0.00% (0.23) (0.30%) 10.81 1.20%

Foreign

Minority Interest Minority

Purandar Fine Chemicals Pvt. Ltd. Pvt. Chemicals Fine Purandar 2 0.13 0.20% *0.00% 0.13 0.10% - *0.00%

Creative Flavours & Fragrances SpA Fragrances & Flavours Creative 1 0.28 0.30% *0.00% 0.28 0.30% - *0.00%

Foreign

method)

Joint Venture (Investment as per the equity equity the per as (Investment Venture Joint

Anhui Ruibang Aroma Co. Ltd. Co. Aroma Ruibang Anhui 5 (1.18) (1.40%) (0.71) 11.00% (0.47) (0.50%) 20.94 2.40%

Fragrance Industries Pte. Ltd., Singapore) Ltd., Pte. Industries Fragrance

PT SHK Keva Indonesia (Subsidiary of Keva Keva of (Subsidiary Indonesia Keva SHK PT 4 (4.84) (5.90%) 0.09 (1.40%) (4.93) (5.60%) (4.58) (0.50%)

Limited) UK

PFW Aroma Ingredients B.V. (Subsidiary of Keva Keva of (Subsidiary B.V. Ingredients Aroma PFW 3 15.06 18.40% (2.21) 34.10% 17.27 19.60% 56.98 6.50%

Keva Fragrance Industries Pte. Ltd. Pte. Industries Fragrance Keva 2 4.39 5.40% - *0.00% 4.39 5.00% 12.34 1.40%

Limited UK Keva 1 (0.59) (0.70%) (0.54) 8.30% (0.05) (0.10%) 26.90 3.10%

Foreign

LLP (Subsidiary of Keva Chemicals Pvt. Ltd.) Pvt. Chemicals Keva of (Subsidiary LLP

Tanishka Fragrance Encapsulation echnologies echnologies Encapsulation Fragrance Tanishka 7 *0.00 *0.00% - *0.00% *0.00 *0.00% *0.00 *0.00%

Keva Fragrances Pvt. Ltd.) Pvt. Fragrances Keva

VN Creative Chemicals Pvt. Ltd. (Subsidiary of of (Subsidiary Ltd. Pvt. Chemicals Creative VN 6 (1.63) (2.00%) - *0.00% (1.63) (1.80%) (2.20) (0.30%)

Keva Chemicals Private Limited Private Chemicals Keva 5 (0.27) (0.30%) 3.29 0.40% (0.27) (0.30%) - *0.00%

Rasiklal Hemani Agencies Private Limited Private Agencies Hemani Rasiklal 4 3.53 4.00% 41.30 4.70% 3.54 4.30% 0.01 (0.20%)

Saiba Industries Private Limited Private Industries Saiba 3 0.27 0.30% 9.75 1.10% 0.27 0.30% - *0.00%

Keva Fragrances Private Limited Private Fragrances Keva 2 (8.30) (9.40%) 361.58 41.40% (8.05) (9.80%) 0.25 (3.90%)

Keva Flavours Private Limited Private Flavours Keva 1 (4.69) (5.30%) 17.64 2.00% (4.64) (5.70%) 0.05 (0.80%)

Indian

Subsidiaries

S H Kelkar and Company Limited Company and Kelkar H S 1 44.97 51.00% 596.56 68.20% 44.43 54.30% (0.54) 8.30%

Parent

comprehensive income comprehensive loss or profit assets net profit or loss or profit

As % of consolidated Other Other consolidated of % As Amount consolidated of % As Amount consolidated of % As As % of consolidated Amount consolidated of % As Amount

o. N minus total liabilities total minus income Limited ompany

ame of the entity the of ame N et Assets, i.e., total assets assets total i.e., Assets, et N Share in profit or loss or profit in Share Share in Other comprehensive income comprehensive Other in Share Share in Total comprehensive comprehensive Total in Share S.

31 March 2019 March 31

to the Companies Act 2013 with respect to consolidated financial statements (Continued) statements financial consolidated to respect with 2013 Act Companies the to III Schedule under required as Disclosures 41

(Currency : Indian Rupees in crores) in Rupees Indian : (Currency

for the year ended 31 March 2020 March 31 ended year the for S H Kelkar and C Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 130 Financial Statements 133 0.65 2.33 0.15 Total 54.84 55.34 16.10 15.57 15.57 (0.60) (0.16) 16.10 Decrease Decrease 2019-20 31 March 2019 31 March

4.65 3.42 3.42 4.65 years 1.27 0.14 Over 10 Over (0.72) 31 March 2019 31 March Report Annual Annual 0.42 1.27 ncrease I 54.49 55.34 (Currency : Indian Rupees in crores) (Currency 6.17 6.65 6.65 6.17 years 31 March 2020 31 March 6 to 10 6 to 2.33 (0.65) (0.30) Decrease Decrease 3.05 2.94 2.94 3.05 Between Between 2-5 years 1.35 0.26 (0.72) 31 March 2020 31 March ncrease I 0.67 1.04 1.04 0.67 Between Between 1-2 years 1.56 1.53 1.53 1.56 Up to 1 year Up to Discount rate (1% movement) (1% rate Discount Future salary movement) (1% growth Future (1% movement) Turnover Rate of Employee Provident fund (Managed by the Trust set up by the holding Company) set up by the Trust fund (Managed by Provident the Holding Company, setup by Trust Fund a Provident plan through Fund Provident manages the Holding Company The 1952 and Act, and Miscellaneous Provisions Fund Provident Employees’ The under which is permitted its employees for the at interest and guarantees and employees the employer by contribution plan envisages The is actuarially valued. are interest, with together employee, and employer by contribution The authority. Fund Provident the by notified rate is earlier. whichever service from or retirement, the time of separation at payable Holding The Trust. Fund the Provident to (2018-19: ` 4.18 crores) ` 5.03 crores has contributed Holding Company The interest guaranteed the over shortfall any fund investments to trust's the of yield the on obligation an has Company the social rather considering annually predominantly determined are rates administered These on an annual basis. rates has been higher in the past factorsthan economic and in most cases the actual the Holding Company earned by returns Actuarial issued by fund liabilities on the basis of guidance provident actuaryThe for a valuation has provided years. is no shortfall:Society assumptions there of India provided and based on the below Sensitivity analysis actuarialother holding assumptions, of the relevant one the reportingReasonably changes at to possible date shown below: by the amounts the defined benefit obligation affected have would assumptions constant, Although the analysis does not take account of the full distribution of cash flows expected the plan, it does under of the full distribution cash flows of does not take account the analysis Although of the sensitivity of the assumptions shown. an approximation provide Total 31 March 2019 31 March Defined benefit obligations (Gratuity) Total 31 March 2020 31 March Defined benefit obligations (Gratuity) Particulars Plan assets at the period end, at fair value fair value at the period end, assets at Plan at period end of benefit obligation value Present shortInterest fall liability sheet in balance Liability recognised iii. The detail of fund and plan below: assets position are given ii. Defined benefit plans

Maturity profile of the defined benefit obligation of the defined Maturity profile B. B. D. D. Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for - - 5% 2% 0% 16% 33% 44% 2.30 1.28 0.07 1.10 0.10 1.67 2019 100% (0.01) (0.04) (3.06) (0.06) 6% - 10% 31 March 31 March - - 7.65% - 7.94% 7.83% - 7.94% 31 March 2019 31 March 31 March 2019 31 March 0.52 1.67 1.43 0.07 0.00 0.49 0.02 0.75 2020 (2.29) (1.17) (asset) liability Net defined benefit 31 March 31 March 0% 2% 4% 35% 47% 12% 100% ------0.94 3.06 6% - 10% 2019 11.10 14.45 (0.10) (0.54) (Currency : Indian Rupees in crores) (Currency 31 March 31 March 7.65% - 7.94% 7.83% - 7.94% 31 March 2020 31 March 31 March 2020 31 March ------assets 2.29 1.18 2020 (0.52) 14.45 15.93 (1.46) Fair value of plan value Fair 31 March 31 March - - - - 1.28 1.01 1.10 2019 13.40 16.12 (0.01) (0.04) (0.62) 31 March 31 March - - - - 1.43 1.24 0.00 0.49 2020 16.12 16.68 (1.17) (1.44) Deferred tax assets Deferred 31 March 31 March ompany Limited ompany Salary rate escalation Discount rate Discount Rate of Return Assets on Plan Gratuity is payable to all eligible employees of the Group in India on superannuation, death, and permanent disablement, and permanent disablement, in India death, of the Group on superannuation, employees all eligible to Gratuity is payable Act,1972. of Gratuity of the Payment of the provisions in terms the for date sheet the balance marketsecurities Indianyields at as Government based on the prevailing is rate discount The of in actuarial take account salary considered valuation, of future Estimates increases, of the obligations. term estimated market. factors such as supply and demand in the employment relevant and other promotion seniority, inflation, Actuarial assumptions Actuarial averages): the principal actuarialas weighted the reporting were assumptions at (expressed date following The Current service cost Current Past service cost Past Interest cost (income) cost Interest Remeasurement loss (gain): Remeasurement Demographic assumptions Demographic Financial assumptions Financial Experience adjustment Experience Return on plan assets excluding interest income interest Return on plan assets excluding nvestment nvestment Corporate Bonds Corporate Bonds Government State Others Bank Special Deposit in other securities Investment Investment in Government Securities in Government Investment I Opening balance Includedor loss in profit Included in OCI Contributions paid by the employer paid by Contributions Benefits paid Closing balance Closing Defined benefit obligations Reconciliation of the net defined benefit (asset) liability of the net defined Reconciliation

Plan assets comprise the following: Plan assets comprise The following table shows a reconciliation from the opening balances to the closing balances for the net defined benefit the net for balances the closing to the opening balances from a reconciliation table shows following The (asset) liability and its components: Plan assets Plan S H Kelkar and C

C. A. B.

i.

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 132 Financial Statements ------135 7.48 0.14 1.52 1.53 0.35 Total 1.97 1.97 69.97 37.45 *0.00 264.00 341.59 301.09 863.35 ------2019-20 31 March 2019 31 March

Level 3 Level - - Fair value Fair Report Annual Annual 0.37 ------54.40 10.62 12.12 62.55 288.09 365.23 302.68 823.97 1.97 1.97 Level 2 Level (Currency : Indian Rupees in crores) (Currency 31 March 2020 31 March ------Level 1 Level *0.00 Total 1.09 2.33 6.57 3.00 2.31 2.96 *0.00 52.96 54.40 62.55 569.65 173.11 288.09 397.11 317.39 - 1.09 2.33 6.57 3.00 2.31 2.96 50.99 54.40 62.55 567.68 173.11 288.09 397.11 317.39 Carrying amount Amortised cost ------1.97 1.97 *0.00 FVTPL The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels the carrying their levels including shows table of financial assets and financial liabilities, and fair values amounts following The at not measured financial assets and financial liabilities for It information value does not include fair hierarchy. in the fair value of fair value. if the carryingfair value approximation is a reasonable amount Accounting classification and fair values and fair classification Accounting Other financial liabilities - current Trade payables Trade Short borrowings term Others Long term borrowings term Long Trade receivables Trade Other financial assets Loans Loans Other bank balances Cash and cash equivalents Cash Other assets financial Loans Loans Non current investments Non current Current financialCurrent liabilities Financial liabilities Financial Non current financial liabilities Current financialCurrent assets 31 March 2020 31 March assets Financial Non current financial assets Non-current borrowings (including finance lease obligation) (including finance Non-current borrowings borrowings Current maturity debt of long term Current Current maturity lease obligations finance of long term Current debt Gross Less - Cash and cash equivalents - Cash Less - OtherLess bank deposits Less - Current investments - Current Less net debt Adjusted Total equity attributable to owner's of the Company equity owner's attributable to Total equity net debt to ratio Adjusted Financial instruments – Fair values and risk management values – Fair instruments Financial A. *Amount less than ` 0.01 crore *Amount Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 44

16 6% 9% 50% 10% 25% 100% 7.94% 8.65% 31 March 2019 31 March 31 March 2019 31 March 15 1% 9% 52% 28% 10% 100% 6.93% 8.50% (Currency : Indian Rupees in crores) (Currency 31 March 2020 31 March 31 March 2020 31 March 0.08 crores ) towards compensated absences is recognised as an expense and expense an as recognised is absences compensated towards ) crores 0.08 ` 2.74 crores (previous year year (previous crores 2.74 ` ompany Limited ompany included in “Employee benefits expense” in the consolidated statement of profit and loss during the year. and loss during the of profit statement consolidated in the expense” benefits “Employee included in plan: incentive Long-term certain based on salary, of fixed as percentage arithmatically plan is recognised incentive long-term for obligation The with years of previous provision restructuring excess of organisation on account In year, the previous conditions. vesting the for and is disclosed under other income has been reversed plan of ` 3.50 crores incentive the long term respect to 2020. ended 31 March the year plan for incentive long-term towards recognised 2019. No amount ended March year Other long term employee benefit plansOther employee long term absences: Compensated liability on account Company's The in the same manner as gratuity. is recognised encashment leave for obligation The not applicable. the planned assets are to relating the disclosures is not funded and hence absences of compensated of Amount

nvestment nvestment Discount rate (%) rate Discount I Guaranteed interest rate (%) rate interest Guaranteed (Years) working of employees remaining lives Expected average Investment in Government Securities in Government Investment Bonds Corporate Debt Securities Bank Special Deposit in other securities Investment 0.65 crores) towards provident fund is recognised as an expense and included in as an expense fund is recognised provident towards ` 0.65 crores) rear (previous of ` 0.42 crores Amount liability corresponding is and year during loss and the profit of Statement Consolidated the in expense" benefits "Employee 2020. sheet as on 31 March Balance liability" in the Consolidated current and included in "other recognised the following: Plan assets comprise

(iii) Assumptions used in determining the present value obligation of the interest rate guarantee under the Deterministic guarantee rate of the interest obligation value the present used in determining Assumptions Approach:

S H Kelkar and C

As at 31 March 2020, the Group has only one class of equity shares. Consequent to such capital structure, there are no externally are there such capital structure, to Consequent has only one class of equity shares. 2020, the Group 31 March at As distribution its capital for allocates the Group an optimal structure, or achieve maintain In to order imposed capital requirements. financial plans. business based on its long term into as dividend or re-investment debt less total net debt is defined as adjusted this purpose, For equity net debt to ratio. capital using adjusted monitors Group The and liquid investments. cash and bank balances For the purpose of the Group's capital management, capital includes issued capital and other equityother and capital issued includes capital the reserves management, capital to attributable purposethe Group's the of For its ability continue to safeguard is to management capital primaryThe objective of the Groups’s of the Company. equity shareholders manages its capital Group The value. maximise shareholders an optimal capital structure so as to maintain and to as going concern covenants. of the financial and the requirements environment of changes in economic in the light structure and makes adjustments Capital Management Capital

43

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 134 Financial Statements 137 1.35 3.65 3.95 3.04 1.85 4.13 12.49 17.97 157.40 127.05 284.45 31 March 2019 31 March 2019-20 Loss Allowance Loss

Report Annual Annual Rate 14.17 0.82% 2.55% 191.36 126.03 317.39 24.99% 62.00% 72.16% 98.11% Carrying amount Weighted Weighted (Currency : Indian Rupees in crores) (Currency Average Loss Loss Average 31 March 2020 31 March 31 March 2020 31 March 4.91 2.56 4.20 15.80 164.79 143.09 335.36 Carrying Amount Neither past due nor impaired due not impaired Past due 0-180 days Past due 181-360 days Past due 361-540 days Past due 541-730 days Past than 730 days More India Other regions other receivables Total At 31 March 2020, the ageing of trade and other receivables that were not impaired was as follows. was not impaired were that and other receivables 2020, the ageing of trade 31 March At are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training its training through Group, The activities. reflect the Group’s conditions and changes in market to regularly reviewed are in environment control and constructive a disciplined maintain aims to and procedures, standards and management and obligations. understand their roles which all employees policies and risk management with the Group’s compliance monitors management how oversees Committee Audit The the Group. by the risks faced to adequacy the in relation and reviews framework of the risk management procedures, Internal audit. audit undertakes internal by and ad hoc role both regular in its oversight is assisted audit committee The reported audit committee. the to of which are the results and procedures, controls of risk management reviews Credit risk counterparty or its to meet a customer if fails riskto a financial instrument to the Group is the risk of financial loss Credit and others and investments customers from receivables the Group's and arises principally from obligations, contractual in securities made. exposure: the maximum credit represents carrying financial assets The of following amount and other receivables Trade However, by the individual characteristics of each customer. mainly risk is influenced credit to exposure Group’s The including the default risk base, risk of its customer the credit influence the factors may also considers that management of the industry and country operate. in which customers the creditworthiness policy before individually for has a credit is analysed under which each new customer Group The externalreview includes ratings, Group's The offered. and delivery are conditions payment and terms standard Group’s and reviewed customer each established for Sale limits are and in some cases bank references. available, if they are as per authority the Group. matrix set by approval those limits require sales exceeding Any quarterly. of expected respect losses in of trade its estimate represents that impairment for establishes an allowance Group The and other receivables. as follows. was and other receivables trade risk for credit to maximum exposure The

ii. Impairment

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for ------0.45 1.53 1.98 0.78 Total *0.00 69.97 70.75 ------Level 3 Level Fair value Fair ------0.45 1.53 1.98 0.78 69.97 70.75 Level 2 Level (Currency : Indian Rupees in crores) (Currency ------Level 1 Level *0.00 2.70 1.39 3.44 6.16 2.24 1.53 1.98 0.78 Total *0.00 37.45 69.97 26.31 284.45 339.36 264.00 134.31 497.35 - - 2.70 1.39 3.44 6.16 1.79 1.98 0.78 37.45 69.97 26.31 284.45 337.38 264.00 134.31 497.35 Carrying amount Amortised cost ------0.45 1.98 1.53 *0.00 FVTPL ompany Limited ompany

Risk management framework of the Group’s and oversight the establishment for responsibility has overall of Directors Board Holding Company’s The framework.risk management set to Company, the by the risks faced and analyse identify established to policies are risk management Group’s The Risk policies and systems management limits. to risks and adherence monitor and to risk limits and controls appropriate Credit risk ; Credit Liquidity risk ; and Market risk

The Group has exposure to the following risks arising from financial instruments: risks arising from the following to has exposure Group The n n n Financial risk management Financial i. Non current investments Non current Loans Loans Other financial assets Cash and cash equivalents Cash Other bank balances Loans Loans Other assets - current financial Trade receivables Trade Current investments Current Long term borrowings term Long Others Short borrowings term Trade payables Trade Other liabilities - current financial Payable on acquisition of new on acquisition Payable business S H Kelkar and C 31 March 2019 31 March assets Financial Non current financial assets Current financialCurrent assets Financial liabilities Financial Non current financial liabilities Current financialCurrent liabilities

C.

*Amount less than ` 0.01 crore *Amount payables, trade receivables, trade other bank balances, carrying cash and cash equivalents, The of loans and advances, amount considered at amortised non-current are recognised cost, assets and liabilities and short-term financial other current, borrowings their short-term to due nature. be the same as their fair values, to

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for

136 Financial Statements ------139 1.98 0.90 years More than 5 More More than 5 More years 2019-20 ------

2.35 0.19 74.67 13.19 45.50 1-5 years Report Annual Annual 1-5 years ------(Currency : Indian Rupees in crores) (Currency 0.16 0.14 12.91 19.47 21.14 10.62 12.97 28.25 86.50 134.31 264.00 (21.46) 173.11 288.09 Contractual cash flows Contractual Contractual cash flows Contractual Upto 1 year Upto Upto 1 year Upto - 2.51 1.98 0.14 1.09 Total Total 74.67 12.91 19.47 21.14 13.19 45.50 10.62 12.97 28.25 86.50 134.31 264.00 (21.46) 173.11 288.09 - 2.09 1.98 7.48 0.14 0.02 1.09 1.97 67.88 19.47 12.20 42.20 10.62 12.12 28.25 134.31 264.00 173.11 288.09 Amount Amount Carrying Carrying 31 March 2019 31 March financial liabilities Non-derivative financial liabilities Non current Borrowings 31 March 2020 31 March Finance lease obligations Finance on-derivative financial liabilities Non-derivative financial liabilities Non current Borrowings Others Finance lease obligations Finance Current financial liabilities Current borrowings maturity of non current Current Others Finance lease obligations Finance Current financial liabilities financial Current borrowings maturity of non current Current Other financial liabilities current Finance lease obligations Finance Trade payables Trade Other financial liabilities current Short borrowings term Trade payables Trade Derivative financial liabilities Derivative contracts exchange Forward - Outflow Short borrowings term - Inflow Derivative financial liabilities Derivative contracts exchange Forward - Outflow - Inflow Liquidity risk financial its with difficulty associated obligations the meeting in encounter will Liquidityrisk Group the riskthe is that liquidityto to managing is approach The Group’s asset. cash or another financial delivering settled by are liabilities that under both normal are due, liquidity when they to meet its liabilities sufficient it will have that as far as possible, ensure, the Further reputation. riskingor losses incurringwithout unacceptable the Group’s damage to conditions, stressed and and banks from working facility capital loans, term overdrafts and marketdebt through from funds accessed has Group other financial institutions. liquidityExposure to risk gross are amounts The reportingat the liabilities maturities of financial contractual date. remaining the are following The payments. interest and include estimated and undiscounted, iii.

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for - - - 1.00 7.02 1.27 0.85 1.02 2.09 0.79 7.17 7.02 0.18 0.18 0.18 17.97 11.18 (0.15) (0.23) Amount Amount Loss Allowance Loss Rate 7.70% 2.00% 0.48% 86.21% 34.51% 26.48% Weighted Weighted (Currency : Indian Rupees in crores) (Currency Average Loss Loss Average 31 March 2019 31 March 1.16 3.68 3.21 13.25 291.47 104.40 165.77 Carrying Amount ompany Limited ompany More than 730 days More Past due 541-730 days Past Past due 361-540 days Past Past due 181-360 days Past Past due not impaired due Past due 0-180 days Past Neither past due nor impaired Neither past due nor Impairment loss/(gain) recognised utilised Amounts Impairment loss/(gain) recognised Amounts utilised Amounts Impairment loss/(gain) recognised Impairment loss/(gain) recognised Balance as at 31 March 2020 31 March as at Balance For other receivable For 2018 (Restated) 31 March at as Balance 2019 31 March at as Balance Balance as at 31 March 2019 31 March at as Balance 2020 31 March at as Balance For trade receivable trade For 2018 (Restated) 31 March at as Balance The movement in the allowance for impairment in respect of trade and other receivables during the year was as follows. was during the year and other receivables in respect impairment of trade for in the allowance movement The 3.00 crores at 31 March 2020 (31 March 2019: ` 3.44 crores). 2020 (31 March 31 March at of ` 3.00 crores held other balance Group The counterpartiesratings. financial institutions and other with banks, with good credit into entered are derivatives The in liquid securities and only with counterparties that investing generally risk by credit to limits its exposure Group The non-performance and these counter-parties, losses from does not expect by any Group The rating. a good credit have industryto specific exposures of sectors country or specific concentration risks. significant any does not have past due but not impaired. are has no other financial assets that the Group Other and other receivables, than trade 37.45 crores). The cash The 2019: ` 37.45 crores). 2020 (31 March 31 March at of ` 62.55 crores held cash and cash equivalents Group The counterparties and financial institution ratings with good held with banks with good credit are and cash equivalents market standing.

S H Kelkar and C

Derivatives Investments Other bank balances bank Other Cash and cash equivalents and cash Cash

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 138 Financial Statements - - - - 141 0.10 1.84 1.84 2.08 2.08 5.68 0.05 (0.10) 86.50 (0.05) Others* Others* ndian rupees Indian rupees I 31 March 2019 31 March 31 March 2020 31 March 2019-20

100 bp decrease - - - - CHF CHF 1.33 1.23 (1.33) (1.23) Report Annual Annual Profit or loss Profit (1.84) (1.84) (2.08) (2.08) 31 March 2020 31 March 31 March 2020 31 March (Currency : Indian Rupees in crores) (Currency USD 750,000 31 March 2019 31 March 31 March 2020 31 March 100 bp increase USD 11,479,391 - - Foreign currency Foreign Foreign currency Foreign SGD SGD 0.70 0.09 0.61 0.71 3.85 (3.13) 31 March 2019 31 March 31 March 2020 31 March - - EUR EUR 6.57 43.00 26.96 16.04 21.41 (14.84) 31 March 2019 31 March 31 March 2020 31 March USD USD 42.64 (5.68) 86.50 176.49 128.17 129.90 243.41 (27.00) 31 March 2019 31 March 31 March 2020 31 March Foreign exchange forward contracts contracts forward exchange Foreign receivables) hedge trade (To Foreign exchange forward contracts contracts forward exchange Foreign receivables) hedge trade (To The forward contracts booked also includes the future purchase transaction exposure. purchase booked also includes the future contracts forward The currency exposure Hedged foreign 31 March 2020 31 March instruments Variable-rate sensitivity flow (net) Cash 2019 31 March instruments Variable-rate sensitivity (net) flow Cash INR Financial assets Financial Financial assets Financial Financial liabilities liabilities Financial Financial liabilities liabilities Financial Derivatives (net settled) Derivatives Derivatives (net settled) Derivatives Net statement of financial Net statement position exposure Net statement of financial Net statement position exposure Currency risk in foreign and other payables payables trade of its borrowings, currency to is exposed risk on account Group The hedge its to contracts exchange uses forward Group The functionalThe currency is Indian of the Group Rupee. currency. currency risk,the reporting from most with a maturity date. one year of less than purposes. or speculative for trading financial instruments does not use derivative Group currencyExposure to risk are as below:March 2019 March 2020, 31 31 at currency of financial assets and financial liabilities as The profile *Others include GBP, THB, AED, HKD and LKR. AED, THB, *Others include GBP, a. b. vi. Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for - 13.46 208.23 135.14 148.60 208.23 31 March 2019 31 March - 11.00 183.91 216.83 183.91 205.82 Nominal amount (Currency : Indian Rupees in crores) (Currency 31 March 2020 31 March ompany Limited ompany Financial liabilities Financial Variable-rate instruments Variable-rate assets Financial Fixed-rate instruments Fixed-rate assets Financial liabilities Financial Cash flow sensitivity analysis for variable-rate instruments variable-rate sensitivity flow analysis for Cash (decreased) increased have the reportingwould at date rates in interest points basis 100 change of possible A reasonably currency in particularvariables, all other foreign assumes that This analysis below. shown by the amounts or loss profit constant. remain rates, exchange Fair value sensitivity analysis for fixed-rate instruments sensitivity analysis for fixed-rate value Fair loss. or profit through value at fair liabilities financial or assets financial fixed-rate any for account not does Group The or loss. not affect profit the reporting would at date rates a change in interest Therefore, The gross inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to relating flows cash contractual undiscounted the represent table disclosed in the above inflows/(outflows) gross The contractual not usually closed out before purposesfor and which are risk management held financial liabilities derivative and inflow cash gross and cash-settled net are that derivatives for amounts flow cash net shows disclosure The maturity. settlement. cash gross simultaneous have that for derivatives amounts outflow risk Market and equity prices rates interest rates, exchange Market riskthe risk changes in market is such as foreign – that prices to all attributable is risk instruments.Market of financial holdings value of its or the income Group’s affect the – will term debt. and long and payables currency receivables foreign including instruments financial market risk sensitive risk and the market value rate risk, rate interest exchange foreign to market risk to primarily exposed related are We activities revenue and borrowing and market risk functiona to is investing of exposure our Thus, investments. our of excessive objective avoid of market risk is to The management currency. activities and operating in foreign generating and costs. currency revenues in our foreign exposure risk rate Interest risk is the rate value interest Fair risk.rate interest risk or cash flow rate risk interest can be either fair value rate Interest flow Cash rates. because of fluctuationsinterest in the bearing investments interest of fixed risk of changes in fair values fluctuate will because of investments bearing interest floating of flows cash risk the future riskis the that rate interest rates. fluctuations interest in the risk rate interest Exposure to and rates at fixed issued Borrowings lease obligations. and finance borrowings risk arises from rate interest Group’s interest- Company’s of the profile rate The interest risk. rate value interest to fair exposes lease obligations finance follows. is as Company reported of the as bearingto the management financial instruments

iv. v. S H Kelkar and C

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 140 Financial Statements - - 143 1.85 2.45 0.37 88.25 75.71 31.15 72.31 44.71 179.48 391.45 874.15 118.04 145.46 145.46 (13.95) (27.01) (18.10) 101.61 239.93 415.44 834.55 (24.70) (18.62) (18.90) (369.12) 1,369.38 1,043.60 1,410.27 1,388.31 2019-20 Total Segments Total Total Segments Total

Report Annual Annual 3.85 7.15 1.32 3.53 16.41 15.41 15.41 (7.86) 20.92 136.77 120.36 108.33 114.87 131.21 110.29 Flavours Flavours (Currency : Indian Rupees in crores) (Currency Reportable segments Reportable segments 1.13 24.00 41.18 163.07 114.19 130.05 935.27 130.05 219.01 (361.26) 1,069.54 1,232.61 1,295.40 1,257.10 1,038.09 Fragrance Fragrance ncome from Operations from ncome mployed (Segment assets - Segment liabilities) assets - Segment (Segment Employed Capital Expenditure Capital Interest income Interest FVTPL at assets measured Financial expense Tax Other net of unallocable income unallocable expenses from of profit after tax and share profit Consolidated as per consolidated venture in joint equity investment and loss of profit statement Assets Segment Liabilities Segment Add/ (Less): Add/ costs Finance Reconciliation of segment result with proft after result tax of segment Reconciliation Results Segment Segment Results * Segment results included in segment Specified amounts and amortisationDepreciation Other income operating Sales/ I Segment revenue Segment Sales Total Add/ (Less): Add/ costs Finance income Interest FVTPL at assets measured Financial expense Tax Other net of unallocable income unallocable expenses from of profit after tax and share profit Consolidated as per consolidated venture in joint equity investment and loss of profit statement Assets Segment Segment Liabilities Segment liabilities) assets - Segment (Segment Employed Capital Expenditure Capital Unallocated VII. Unallocated VIII V. VI.

IV. II. III.

Inter-segment Year ended 31 March 2019 ended 31 March Year I. Year ended 31 March 2020 ended 31 March Year V. VI. VII. Unallocated VIII Unallocated * Including share of profit from equity investment in joint venture - Creative Flavours and Fragrances S.p.A. (CFF) S.p.A. Fragrances and Flavours Creative - venture in joint equity investment from of profit * Including share * Including share of profit from equity investment in joint venture - Creative Flavours and Fragrances S.p.A. (CFF) & Purandar Fine Chemicals Fine Pvt.Ltd. Purandar (CFF) & S.p.A. Fragrances and Flavours Creative - venture joint in equityinvestment from * Including of profit share

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for loss 1.28 0.48 0.02 1.78 7.30 0.64 0.12 8.06 9.15 would or 51.50 134.17 134.17 (574.89) 1,114.23 1,679.96 profit Weakening Weakening March 31 and Total Segments Total at equity Euros 1.35 9.26 Profit or loss Profit or loss Profit (1.28) (0.48) (0.02) (1.78) 15.03 15.03 (0.64) (0.12) (7.30) (8.06) (3.02) 108.38 110.04 Flavours and (Currency : Indian Rupees in crores) (Currency affected Strengthening Strengthening and dollars US Reportable segments dollars 7.79 42.23 US 119.14 119.14 against in (571.86) 1,005.85 1,569.92 Fragrance Rupee Indian denominated the of instruments (weakening) financial of strengthening measurement the possible ompany Limited ompany ncome from Operations from ncome affected nformation reasonably ffect in INR ffect in INR ) EUR (3% movement ) SGD (3% movement 31 March 2020 31 March ) USD (3% movement 2019 31 March ) USD (3% movement ) EUR (3% movement ) SGD (3% movement Sales/ I Results * Segment Specified amounts included in segment results in segment included Specified amounts and amortisationDepreciation Segment revenue Segment Sales Total Other income operating with proft after result tax of segment Reconciliation Results Segment E E Factors used to identify the entity’s reportable including the basis of organisation segments, identify used to the entity’s Factors on its products business units based and into organised are ventures and its joint the Group purposes, management For services as follows: reportable and has two segments, Fragrances for ingredients and aroma in Fragrances manufactures/trade segment • Fragrances, in Flavours manufactures/ trade segment • Flavours, are reportable segments Following have by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant constant remain in particular rates, all other variables, that assumes analysis interest This below. shown amounts the by sales and purchases. impact of forecast any and ignores II. III. I. Inter-segment IV. Year ended 31 March 2020 ended 31 March Year nformation about reportable segments nformation (a) (b) Fragrances Flavours General I General A S H Kelkar and C

Segment reportingSegment A. B. i

45

Sensitivity analysis Sensitivity Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 142 Financial Statements - 145 51% 50% 66.7% 31 March 2019 31 March 2019-20

51% 100% 66.7% 50.0% Report Annual Annual Ownership interest (Currency : Indian Rupees in crores) (Currency 31 March 2020 31 March Italy India India China Country of incorporation subsidiary subsidiary subsidiary Step down down Step Step down down Step Step down down Step Relationship Joint venture Joint Ramesh V. Vaze ( Managing Director, upto 31 August 2019) 31 August upto Managing Director, ( Vaze V. Ramesh Officer & Chief Executive Director Vaze, Kedar R. Officer) Financial Ratul Bhaduri (Chief 2018) 03 December 2017 upto 15 November (from 2018) from 04 December Officer, Shrikant Financial (Chief Mate Secretary Company Deepti Chandratre, Nene Anagha Parth K Vaze Nandan K Vaze Prabha R. Vaze Sumedha Karmarkar Milena Rubene Dalip Sehgal Parida Alpana Purandare Jairaj Sangeeta Singh Vaze Prabha Dalmia Amit 25 October to 2018 25 May 2019) (from Deepak Bindra Shrikant Oka 2018) 25 May (from 2018) 25 May Dixit (upto Amit 2018) 28 February (upto Nitin Potdar 2019) 15 December Mark Elliott (from 2019) 01 September from (Chairman, Vaze V Ramesh ASN Investment Advisors Private Limited Private Advisors ASN Investment Limited India Private Evolutis Limited Constructions Private Keva KNP Industries Limited Pte. Limited Private Aromatics Keva Limited Private Biotech Keva Trust Family Vaze Ramesh Vinayak Trust Family Kedar RameshVaze Limited SKK Industries Private Charities Vaze Ganesh Vinayak Relatives of Key Relatives Management Personnel directors Non-executive Enterprises owned or owned Enterprises or significantly controlled by key influenced personnel management or their relatives Key Management (KMP) Personnel ame of the related partyName of the related Tanishka Fragrance Encapsulation Technologies Technologies Encapsulation Fragrance Tanishka LLP (Subsidiary Chemicals Private of Keva Limited) Anhui Ruibang Aroma Co. Ltd.(Subsidiary of Keva Co. Ruibang Aroma Anhui 01 August (wef Industries Pte.Ltd.) Fragrance 2018) Purandar Fine Chemicals Pvt. Ltd. (wef 01 (wef Chemicals Pvt. Ltd. Fine Purandar 2018) November Keva Italy S.r.l (Subsidiary of Keva Europe B. V.) V.) (Subsidiary B. Europe of Keva ItalyKeva S.r.l 2019) November 26 (wef a) c) d) a) b) Other relatedparties II. Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for

- 51% 2019 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 645.21 526.87 118.34 704.54 339.06 1,043.60 For the year the year For 31 March 2019 31 March ended 31 March ended 31 March 51% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 2020 Ownership interest 643.83 421.00 222.83 422.58 682.50 1,105.08 (Currency : Indian Rupees in crores) (Currency For the year the year For 31 March 2020 31 March ended 31 March ended 31 March Italy India India India India India India Indonesia Singapore Country of Netherlands Netherlands incorporation KingdomUnited subsidiary subsidiary subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Step down down Step Step down down Step Step down down Step Relationship Joint venture Joint ompany Limited ompany on-current Assets * Non-current Assets Non-current Assets Total Total Revenue Total ame of the related partyName of the related Keva Flavours Private Limited Private Flavours Keva Keva Fragrances Private Limited Private Fragrances Keva UK Limited Keva Keva Europe BV (wef 02 April 2019) BV (wef Europe Keva Saiba Industries Private Limited Saiba Industries Private Keva Fragrance Industries Pte.Ltd. Fragrance Keva Rasiklal Hemani Agencies Private Limited Rasiklal Private Hemani Agencies Keva Chemicals Private Limited Chemicals Private Keva Creative Flavours & Fragrances SpA (wef 15 SpA (wef & Fragrances Flavours Creative January 2018) PFW Aroma Ingredients B.V. (Subsidiary of Keva B.V. Ingredients PFW Aroma UK Limited) PT SHK Keva IndonesiaPT SHK Keva (Subsidiary of Keva Singapore) Industries Pte.Ltd., Fragrance V N Creative Chemicals Private Limited Limited Chemicals Private V N Creative Limited) Private (Subsidiary Fragrances of Keva II India Others a) Others I Revenue India Geography nformation about major customers nformation List of subsidiaries and joint venture None of the customers as on 31 March 2020 and 31 March 2019 constituted 10% or more of the total revenue of the Group. revenue of the total 10% or more 2019 constituted 2020 and 31 March as on 31 March None of the customers In respect of secondary segment information, the Group and its joint ventures has identified its geographical segments as segments its geographical has identified ventures and its joint In the Group respect of secondary information, segment SecondaryThe accordingly. has been disclosed information Segment Domestic of customers. and Overseas based on location *Non-current Assets other than financial instruments, deferred tax assets, post-employment benefit assets and rights arising from insurance from insurance post-employment benefit assets andarising rights tax assets, deferred *Non-current other than financial instruments, Assets contracts Geographic information Geographic S H Kelkar and C

I. The note provides the information about the Group’s structure including the details of the subsidiaries and the holding company. structure including the details of the subsidiaries and the holding company. Group’s about the the information provides note The partiesthe relevant with related for into been entered transactions of have amount that the total table provides following The year: financial Related partyRelated disclosures

List of Related partiesList of Related D. i C.

46

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 144 Financial Statements - - - 147 0.09 0.07 0.04 0.20 1.66 0.83 0.02 0.19 4.95 8.50 7.56 2.02 4.47 *0.00 12.34 39.84 2019-20 31 March 2019 31 March

- - - - 31 March 2019 31 March Report Annual Annual 0.14 0.12 0.50 0.15 0.09 0.06 0.66 4.47 4.95 8.50 7.56 2.03 Balances outstanding Balances (Currency : Indian Rupees in crores) (Currency *0.00 12.72 40.23 31 March 2020 31 March 31 March 2020 31 March Particulars Outstanding Balances Other financial assets current Limited Constructions Private Keva Advance for suppliers and services suppliers for Advance Limited Private Aromatics Keva Keva Constructions Private Limited Constructions Private Keva outstanding Loans Pvt.Ltd. Chemicals Fine Purandar receivables Trade Pvt.Ltd. Chemicals Fine Purandar KNP Industries Pte Ltd Limited Private Aromatics Keva Payables Trade Limited Private Aromatics Keva Pvt.Ltd. Chemicals Fine Purandar Pvt Ltd Biotech Keva Other liabilities financial current Milena Rubene Terms and conditions of transactions with related parties transactions of with related and conditions Terms * Amount less than ` 0.01 crore less than * Amount market rates. and at and conditions terms parties made on normal commercial the transactionsAll the related with were in cash. and repayable unsecured are the outstanding balances All Outstanding balances as at the reporting as at Outstanding dates balances Particulars Division Flavour Limited Private Flavours Gujarat High-Tech Technologies High-Tech Limited Saiba Industries Private Division Fragrance B.V. Ingredients PFW Aroma Rasiklal Hemani Agencies Private Limited Rasiklal Private Hemani Agencies Anhui Ruibang Aroma Co Ltd Co Ruibang Aroma Anhui Industries Pte Ltd Fragrance Keva mpairment testing of Goodwill testing mpairment For the purposes of impairment testing, goodwill is allocated to the Group’s operating divisions which represent the lowest level level the lowest represent divisions which operating the Group’s to goodwill is allocated the purposes testing, of impairment For operating which is not higher than the Group’s purposes, management internal for which goodwill is monitored at within the Group as follows: carrying each unit are to of goodwill allocated aggregate amounts The segments. Goodwill and other intangibles * Amount less than ` 0.01 crore * Amount B

47 i Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for - - - 6.59 0.55 0.84 3.95 3.15 0.25 5.06 0.19 4.54 2.49 0.88 0.23 0.23 3.00 0.36 0.27 0.27 1.57 0.12 0.20 0.04 0.81 *0.00 *0.00 *0.00 *0.00 31 March 2019 31 March - - - - 0.07 5.25 0.14 1.45 4.61 0.36 0.67 3.54 3.81 0.01 0.03 2.45 1.32 0.47 0.13 0.13 0.19 0.14 0.14 1.02 1.17 0.04 0.50 *0.00 *0.00 *0.00 (Currency : Indian Rupees in crores) (Currency 31 March 2020 31 March Transaction values for the year ended the year for values Transaction ompany Limited ompany

Keva Aromatics Private Limited Private Aromatics Keva paid Rent Limited Constructions Private Keva Sumedha Karmarkar S Nene Anagha KNP Industries Pte Ltd Key Managerial Personnel Key Remuneration benefits Post-employment directorsSitting non-executive fees to of goodPurchase and services Limited Chemicals Private Fine Purandar Limited Private Aromatics Keva Pvt.Ltd. Biotech Keva Sale of goods Limited Private Chemicals Fine Purandar expenses Research Market Milena Rubene Dividend paid Vaze Ramesh V. Kedar R. Vaze Prabha R. Vaze Parth K. Vaze Nandan K. Vaze Trust Ramesh Vaze Family Charities Vaze Ganesh Vinayak Limited SKK Industries Private Limited Private Advisors ASN Investment Limited Constructions Private Keva Trust Family Vaze Kedar Ramesh Reimbursement (for expenses incurred by Company on behalf of related party) Company (for expenses incurred by Reimbursement Limited Constructions Private Keva made Investment Limited Chemicals Private Fine Purandar KNP Industries Pte Ltd party realted by on behalf of Company) incurred expenses (for Reimbursement Limited Constructions Private Keva given Loans Chemicals Pvt.Ltd. Fine Purandar Commission to non-executive director non-executive to Commission Particulars

* Amount less than ` 0.01 crore * Amount Transactions during the year during Transactions S H Kelkar and C

A

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 146 Financial Statements 149 cash cash value 8.69% 3.00% 3.00% 7.00% t e d 14.20% 15.00% fair on 2019-20 discounted discounted 31 March 2019 31 March 2019 31 March

based is using using Report Annual Annual CGU 3.00% 3.00% 7.00% a 11.00% 10.38% 15.00% of (Currency : Indian Rupees in crores) (Currency estimated estimated is is 31 March 2020 31 March 2020 31 March amount value value fair fair The The recoverable sell. sell. The to to costs costs Limited. less less Private value value fair fair on on Flavours Keva based based is is by CGU CGU over a a of of taken were amount amount businesses recoverable recoverable Terminal value growth rate growth value Terminal Particulars rate Discount Particulars rate Discount rate growth value Terminal rate Sales growth rate Sales growth flows over a period of 5 years. Cash flows beyond 5 years is estimated by capitalising the future maintainable cash flows by flows cash maintainable future by capitalising the estimated years is 5 beyond Cash flows years. a period of 5 over flows was measurement fair value This rate. discount using appropriate discounted and then rate capitalisation an appropriate used. technique based on inputs in the valuation 3 fair value as a Level categorised experience based on past been estimated projectionshave year cash flow the five for rates and growth margins Operating by the management. used in the Other key assumptions provided and after the financial budgets/forecasts considering management's key assumptions represent the to assigned values The set out below. are amount of the recoverable estimation both external and internal from data on historical been based industries and have in the relevant trends of future assessment sources. by flows cash maintainable by capitalising the future years is estimated 5 beyond Cash flows years. a period of 5 over flows was measurement fair value This rate. discount using appropriate and then discounted rate capitalisation an appropriate used. technique based on inputs in the valuation 3 fair value as a Level categorised and experience on past based been estimated projectionshave year cash flow the five for rates and growth margins Operating by the management. Other key assumptions used in the estimation provided after financial budgets/forecasts the considering assessmentmanagement's key assumptions represent the to assigned values The out below. set are amount the recoverable of both external sources. and internal from data been based on historical industries and have in the relevant trends of future With regard to assessment of value in use, no reasonably possible change in any of the above key assumptions would cause key assumptions would of the above possible change in any no reasonably in use, of value assessment to regard With amount. their recoverable exceed the carrying to of the CGU's amount With regard to assessment of value in use, no reasonalably possible change in any of the above key assumptions would cost cost key assumptions would of the above possible change in any no reasonalably in use, of value assessment to regard With amount. their recoverable exceed the carrying to of the CGU's amount The The Anhui Ruibang Aroma Co.Ltd. Aroma Ruibang Anhui High-Tech Technolgies and Gujarat Flavours Private Limited Private Flavours and Gujarat Technolgies High-Tech Limited Rasiklal Private Hemani Agencies less costs to sell. The fair value is estimated using discounted cash flows over a period of 5 years. Cash flows beyond 5 years is 5 beyond Cash flows years. a period of 5 over flows cash using discounted is estimated fair value The sell. to less costs and then discoun rate capitalisation an appropriate by cash flows maintainable capitalising the future by estimated in the based on inputs 3 fair value as a Level categorised was measurement value fair This rate. discount using appropriate used. technique valuation experience based on past been estimated projectionshave year cash flow the five for rates and growth margins Operating by the management. Other key assumptions used in the provided and after the financial budgets/forecasts considering management's the key assumptions represent to assigned values The below. set out are amount of the recoverable estimation both external and internal from data on historical been based industries and have in the relevant trends of future assessment sources.

These

v. iii. iv.

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for cash 19.50 3.67% 1.00% 10.00% discounted 31 March 2019 31 March 31 March 2019 31 March using 20.20 4.80% 1.00% 3.00% (Currency : Indian Rupees in crores) (Currency estimated is 31 March 2020 31 March 31 March 2020 31 March value fair The sell. to costs less value fair on based is CGU a of amount ngredients B.V. ngredients ompany Limited ompany ndustries Private Limited ndustries Private recoverable

Particulars rate Discount Terminal value growth rate growth value Terminal Sales growth rate Sales growth Particulars propertyInvestment Market Value flows over a period of 5 years. Cash flows beyond 5 years is estimated by capitalising the future maintainable cash flows by flows cash maintainable by capitalising the future years is estimated 5 beyond Cash flows years. a period of 5 over flows was measurement fair value This rate. discount using appropriate and then discounted rate capitalisation an appropriate used. technique inputs in the valuation based on 3 fair value as a Level categorised experience based on past estimated been projectionshave year cash flow the five for rates and growth margins Operating by the management. Other key assumptions used in the provided and after the financial budgets/forecasts considering management's the key assumptions represent to assigned values The set out below. are amount of the recoverable estimation both external and internal from data on historical been based industries and have in the relevant trends of future assessment sources. 20.20 crores which is let out and propertyhaving market value is ` 20.20 crores building office comprises investment owns Company The Company liabilities of the outside operating remaining the cover to which is sufficient income earn rental to continues PFW Aroma I PFW Aroma With regard to assessment of value in use, no reasonably possible change in any of the above key assumptions would cause key assumptions would of the above possible change in any no reasonably in use, of value assessment to regard With amount. their recoverable exceed the carrying to of the CGU's amount The key assumptions used assumptions during 2019-20 The key property external appropriate property by independent determined having been has investment of value fair valuers, The The and category in the location experience property of the recent and qualification values. being professional recognised the property based on the inputs to 3 fair value as level has been categorised all of the investment for measurement fair value used. techniques valuation used: Technique Description of Valuation of the investment fair value The property end. the year as at of its investment Valuations obtains Independent Group The of a comparision involves direct approach comparision The Method. using the Directproperty Comparision been derived have property property actually investment similar properties from been sold in arms to length distance have the investment that (and to pay been willing historically have buyers what demonstrates This approach region. for sale in the same offered or are market, and is particularly similar properties for in a open and competitive the accept) useful in estimating sellers willing to of estimation a resonable leads to approach This of the land and properties typicallyvalue on a unit basis. traded are that property; the investment to these in close proximity located are instances the comparable that Given proce. the prevailing while arriving the indicative and disadvantages at advantages comparative locational their been assessed for have instances property. investment for assessment price Saiba I

S H Kelkar and C

i The ii.

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 148 Financial Statements 151 0.93 0.81 0.21 0.60 2019 1.31 0.56 1.86 0.88 0.56 1.44 0.42 0.21 94.91 95.84 Amount Amount 31 March 31 March 2019-20

2020 1.05 95.95 97.00 Carrying Amounts 31 March 31 March B A Report Annual Annual Note (Currency : Indian Rupees in crores) (Currency method method method Acquisition Acquisition Acquisition Acquisition Accounting Accounting Relationship 0.81 Joint Venture Joint Joint Venture Joint Amount % of 2019 51.0% 50.0% ownership ownership interest as as interest of 31 March of 31 March % of 2020 51.0% 50.0% ownership ownership interest as as interest of 31 March of 31 March Italy India Place of of Place business Consideration transferred Consideration assets acquired identifiable Net Less: Goodwill included in carrying venture of joint amount Particulars Cash Particulars assets Current Non-current assets assets Total liabilites Current liabilities Non current liabilities Total Net assets/ liabilities of net assets - 50% assets acquired Net identifiable Particulars The acquisition of the said company is accounted for using the acquisition method of accounting. The following table following The method of accounting. using the acquisition for is accounted of the said company acquisition The of acquisition: the date and liabilities assumed at of assets acquired amounts summaries the recognised Consideration transferred Consideration transferred: class of consideration of major fair value date table summarises the acquisition following The Goodwill arising from the acquisition has been determoned as follows has been determoned the acquisition Goodwill arising from Goodwill

B. assumed and liabilities assets acquired dentifiable i On 1 November 2018, the Holding Company, through Keva Fragrance Private Ltd. step-down subsidiary Ltd. Holding the of Private Fragrance Keva through Company, Holding the 2018, November 1 On Chemicals Pvt. Ltd. Fine 50% stake in Purandar has acquired Company A. Acquisition of 50% stake in Purandar Fine Chemicals Pvt. Ltd. Pvt. Chemicals Fine in Purandar stake of 50% Acquisition Name of the entity and Fragrances Flavours Creative S.p.A. Purandar Fine Chemicals Pvt. Ltd. Chemicals Pvt. Ltd. Fine Purandar Total equity accounted equity accounted Total investments Financial information of joint ventures and associates that are material to the Group is provided below : below is provided the Group to material are that and associates ventures of joint information Financial Disclosure of Joint Venture and Associates Venture of Joint Disclosure

ii. 49 Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for C. 2.70 0.99 5.14 4.47 5.00% 2.00% 3.00% 29.40 38.22 26.55 11.04 33.12 (2.63) (2.48) (5.10) 33.12 Amount Amount 31 March 2019 31 March 8.57% 2.00% 12.00% (Currency : Indian Rupees in crores) (Currency 31 March 2020 31 March 26.55 crores. Anhui is a leading aroma Anhui 26.55 crores. 26.55 Amount ompany Limited ompany Cash & Bank Balance Cash of liabilities acquired value Fair Payable Accounts Other Liabilitiy (B) Total - (B) (A) assets acquired Net identifiable Particulars of assets acquired value Fair Assets Fixed Accounts Receivable Accounts Inventory (A) Total Non controlling interest in the acquired entity in the acquired interest Non controlling assets acquired Net identifiable Less: Goodwill Total purchase consideration paid by the Group paid by consideration purchase Total Particulars Cash Consideration transferred Consideration transferred: of major class of consideration fair value date table summarises acquisition the following The Acquisition-related costs Acquisition-related been have costs These costs. and due diligence on legal fees of ` 1.82 crores cost related acquisition incurred Group The during and ` 1.09 crores ` 0.73 crores year in the previous under other expenses fees included in legal and professional year current table following The method of accounting. using the acquisition for is accounted of the said company acquisition The of acquisition: the date and liabilities assumed at of assets acquired amounts summaries the recognised Goodwill arising from the acquisition has been determoned as follows has been determoned the acquisition Goodwill arising from Goodwill

Particulars rate Discount Terminal value growth rate growth value Terminal Sales growth rate Sales growth

With regard to assessment of value in use, no reasonalably possible change in any of the above key assumptions would cost cost would key assumptions of the above possible change in any no reasonalably in use, of value assessment to regard With amount. their recoverable exceed the carrying to of the CGU's amount ingredients company in China. company ingredients A. On August 1, 2018, the Holding Company, through Keva Fragrance Industries Pte.Ltd. step-down Industries subsidiary Pte.Ltd. of the Holding Fragrance Keva through 1, 2018, the Holding Company, On August ` for Ltd. Co.(Anhui) Ruibang Aroma 66.7% stake in Anhui has acquired Company B. C. assumed and liabilities assets acquired dentifiable i Acquisition of 66.7% stake in Anhui Ruibang Aroma Co. Ltd. Co. Aroma Ruibang in Anhui stake of 66.7% Acquisition S H Kelkar and C

i.

48

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for D. D. 150 Financial Statements - - 153 0.13 0.00 6.72 2.60 0.43 5.25 5.25 0.93 Total 42.99 33.55 97.61 97.43 57.52 10.81 32.43 28.30 27.19 10.49 37.68 (0.23) (0.70) (0.50) 112.80 704.32 1,069.68 1,112.68 2019-20 31 March 2019 31 March 2019 31 March 2019 31 March

------0.45 1.59 Report Annual Annual 0.28 0.28 7.51 0.17 0.51 2.10 3.24 10.01 48.90 46.05 31.73 32.01 (1.14) 10.58 35.17 24.50 107.01 107.01 Flavours (Currency : Indian Rupees in crores) (Currency 31 March 2020 31 March 2020 31 March 2020 31 March Year ended 31 March 2020 ended 31 March Year 0.13 0.00 6.72 2.60 42.99 33.55 87.60 48.53 55.93 962.67 112.34 658.26 1,005.67 Fragrance Others MENA Europe South east asia India Others MENA Europe South east asia India Total Sales Total

Trading

Manufacturing Major Segment Profit/Loss allocated to non-controlling interests to non-controlling allocated Profit/Loss et assets attributable to non-controlling interest non-controlling to Net assets attributable Net assets Current liabilities Current in cash and cash equivalents Net (decrease) Cash flows from(used in) in invetsing activities in) in invetsing from(used flows Cash in) in financing from(used activities flows Cash Profit/Loss for the year for the Profit/Loss assets Current Non-current liabilities Particulars Revenue Total Particulars Non-current assets Particulars activities in) in operating from(used flows Cash Summarised balance sheet Summarised balance Summarised cash flow statement Summarised cash flow The following table summarises information relating to Anhui Ruibang Aroma Co. Ltd., before any inter-company eliminations inter-company any before Ltd., Co. Ruibang Aroma Anhui to relating table summarises information following The or loss of profit Summarised statement The Holding Company is engaged into manufacturing of Industrial Fragrances & Flavours. There is no impact on the Company's is no impact on the Company's There & Flavours. manufacturing is engaged into of Industrial Fragrances Holding Company The with customers the contract on applying IND AS 115 from revenue in time). point at Sale of products (Transferred with customers: contracts from Revenue D AS 115 - Revenue from contracts with customers contracts from IND AS 115 - Revenue under Disclosure a

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 51 - - 50% 0.13 0.13 0.23 0.10 0.33 0.02 0.07 1.72 2.14 0.81 0.60 0.42 0.21 1.44 0.56 0.88 1.86 0.56 1.31 2018 to 31 2018 to March 2019 March 31 March 2019 31 March ovember 01 November For the period For - - Pvt. Ltd. Pvt. Ltd. 50% 0.11 0.11 0.22 0.08 0.30 0.05 0.17 3.09 3.61 1.05 0.60 0.91 0.45 0.83 0.33 0.50 1.74 0.66 1.08 Fine Purandar Chemicals Pvt. Ltd. Ltd. Pvt. Chemicals (Currency : Indian Rupees in crores) (Currency Purandar Fine Chemicals Chemicals Fine Purandar 31 March 2020 31 March 31 March 2020 31 March 51% 1.22 0.28 1.50 2.94 2.41 5.35 1.55 8.26 4.21 13.88 94.91 15.15 75.55 15.01 43.89 93.83 250.98 271.76 129.47 114.46 137.72 26.55 crores and accordingly 33.33% are held by non held by 33.33% are and accordingly 26.55 crores 31 March 2019 31 March 31 March 2019 31 March 51% 1.22 1.05 2.27 4.45 2.36 6.81 2.96 6.17 11.72 95.95 14.23 75.55 12.09 32.92 42.09 217.45 238.94 137.20 104.28 149.29 107.20 Fragrances S.p.A. Fragrances Fragrances S.p.A. Fragrances Creative Flavours and Flavours Creative Creative Flavours and and Flavours Creative 31 March 2020 31 March 31 March 2020 31 March nvestment in Joint venture in Joint nvestment nterest ompany Limited ompany S H Kelkar and C

Carrying of I amount Less: Amortisation of identified intangible Amortisation intangible of identified Less: 49 iv) note assets (refer of profit share Group's Add: Intangible assets Intangible Add: Group's share of profit share Group's Ownership of net assets share Groups' Goodwill Add: Profit after tax Profit Net assets Net Income tax expense Total liabilities Total Profit before tax before Profit Non current liabilities Non current Finance Cost Finance Current liabilites Current Depreciation Total assets Total 89.48 crores job work job work Expenses (includes ` 89.48 crores year) CFF current for charges Non-current assets 96.59 crores job work job work (includes ` 96.59 crores Revenues year) CFF current for income Particulars Current assets Current The Group has accounted investment in joint venture of CFF as per equity financial statements. method based on unaudited venture in joint investment has accounted Group The controlling interests. Anhui is a leading aroma ingredients company in China. company ingredients is a leading aroma Anhui interests. controlling On 1 August 2018, the Holding Company, through Keva Fragrance Industries Pte.Ltd. step-down Industriessubsidiary Pte.Ltd. of the Holding Company Fragrance Keva through Holding Company, the 2018, 1 August On ` For Ltd. Co.(Anhui) Ruibang Aroma 66.7% stake in Anhui has acquired Summary financial information of Creative Flavours and Fragrances S.p.A. and Purandar Fine Chemicals Pvt. Ltd. not adjusted for not adjusted Ltd. Fine Chemicals Pvt. Purandar and S.p.A. Fragrances and Flavours SummaryCreative of financial information is as follows: the Company held by ownership the percentage

50 I non Controlling

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 152 Financial Statements

- 155 0.17 4.97 2.45 *0.00 74.95 75.00 70.36 (4.64) 903.98 142.14 1,046.12 1,041.15 1,043.60 2019-20 31 March 2019 31 March 2019 31 March

- 1.16 0.02 Report Annual Annual 7.60 9.15 *0.00 72.95 42.99 75.00 64.52 (10.48) 1,069.68 1,112.68 1,105.08 1,114.23 (Currency : Indian Rupees in crores) (Currency 31 March 2020 31 March 2020 31 March Trading Corpus Manufacturing Duty : Excise Less Reserves Surplus and Loan Equivalents and Cash Cash & Advances Loans Less : Discounts and Rebates : Discounts Less Other revenue operating Particulars of Funds Sources Particulars price the contract as per with customer contract from Revenue of:- on account price contract made to Adjustment Secured Loan Total of Funds Application Investments ( A) and Advances Loans Assets, Current Revenue from contract with customer contract from Revenue operations from Revenue

The sources and application of funds of the Trust Consolidated as at 31 March 2020 were as follows: 2020 were 31 March as at Consolidated Trust of funds of the and application sources The Revenue from contract with customer as per the contract price as per the contract with customer contract from Revenue Reconciliation of revenue from contract with customer contract from of revenue Reconciliation The Company had formed S H Kelkar Employee Benefit Trust (Trust) through its trustees Barclays Wealth Trustees(India)Ltd. Pvt. Wealth Barclays its trustees Trust through (Trust) S H Kelkar Benefit had formed Employee Company The Rights SchemeKelkarH S ('the2017 implementing and administering Appreciation Stock for scheme') formed has been Trust The on of the Company shareholders by 2017 and approved August on 10 the Board by adopted which was of the Company 2017. 01 November which will be sold on the Company from out of funds borrowed Shares has purchased Trust the the purpose of the Scheme, For the Beneficiaries to upon be transferred on sale of shares Trustee the by received amount appreciation The the secondary market. certain of fulfilment conditions of the termsScheme. and as treasury shares. treated are Trust the held by as its extension and the shares Trust the treats Company The the manner affect does not in any Company the Holding of with that financials statements Trust of the Consolidation The the trust deed. by regulated are and obligations the rights where of the trustees independence equity. and deducted cost from at Own recognised equity (treasury instruments are shares) i Consolidation Consolidation of Trust

c Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 52 - 0.99 9.87 Total Total 1.11 Total 29.56 65.62 10.20 35.77 17.09 32.46 12.98 86.56 56.84 56.04 27.54 42.99 15.46 48.90 142.14 142.14 903.98 112.07 677.36 903.98 672.08 216.75 492.87 526.81 1,046.12 1,046.12 1,112.68 1,069.68 ------5.85 0.07 0.15 0.01 0.11 8.49 45.56 15.19 55.51 91.94 98.41 107.14 107.14 107.14 107.14 107.01 107.01 Flavours Flavours Flavours (Currency : Indian Rupees in crores) (Currency - Year ended 31 March 2019 ended 31 March Year Year ended 31 March 2019 ended 31 March Year Year ended 31 March 2020 ended 31 March Year 0.99 9.86 1.11 29.56 65.62 10.20 35.77 17.09 26.61 12.98 41.00 56.77 55.89 27.54 42.99 15.46 40.41 938.98 142.14 938.98 142.14 796.84 112.07 662.17 796.84 616.57 124.81 962.68 492.76 428.40 1,005.67 Fragrance Fragrance Fragrance ompany Limited ompany Others MENA Europe South east asia Ex work India FOB Ex work Others CIF FOB MENA DDP CIF Europe Ex work Ex work South east asia FOB FOB India CIF CIF Total Sales Total

Total Sales Total

Total Sales Total Trading

Trading

Trading

Manufacturing Manufacturing Manufacturing Sales by performanceSales obligations by S H Kelkar and C

b

Major Segment Major Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 154 Financial Statements

157 78.61 43.95 16.41 27.54 Mumbai (34.66) Kedar Vaze Kedar 26 May 2020 26 May DIN: 00511325 DIN: 31 March 2020 31 March 2019-20

Deepti Chandratre Company Secretary Company Membership No: A20759 No: Membership Report Annual Annual CIN: L74999MH1955PLC009593 Director & Chief Executive Officer & Chief Executive Director S H Kelkar and Company Limited S H Kelkar Company and (Currency : Indian Rupees in crores) (Currency of For and on behalf of the Board of Directors and on behalf of the Board For 26 May 2020 26 May Director & ChairmanDirector Particulars Gross block of assets transferred from property, plant and equipment plant property, from block of assets transferred Gross assets on the transferred depreciation Accumulated Less: item' and clubbed under 'Excepitonal Impairment recognised Less: sale held for Net Assets Net block of assets reclassified The Board of Directors of the Holding Company, at its meeting held on 25 October 2019, had approved Scheme of Merger by Scheme by of Merger held on 25 October its meeting at 2019, had approved of the Holding Company, of Directors Board The and Rasiklal Limited Saiba Industries Limited, Private Chemicals Private subsidiaries - Keva of its wholly owned Absorption of three under the provisions and creditors, shareholders and their respective - with the Holding Company Limited Private Hemani Agencies Absorption the National has been filed with by Merger for application The of SectionAct 2013. of the Companies 232 230 to of statements financial impactno be will Consolidated the on There 2019. Mumbai Bench November 15 on Tribunal, Law Company this Merger. to pursuant the Company, The manufacturing activities at PFW Aroma Ingredients B.V. had been significantly scaled down in the previous year ended in the previous scaled down had been significantly manufacturing B.V. The Ingredients activities Aroma PFW at monetising for discussions advanced in is and force work the retrenched and plant the down shut has Group The 2019. March 31 has obtained fair Company the shutdown, to plant Pursuant for sale". held "Assets as is reclassified which infrastructure, the plant and machinery building and plant impairment of land, for a provision Accordingly, an Independent valuer. from of the plant value cost shutdown and plant cost severance employee for provision assets, of other current down write detailed below), (movement expenses. as an exceptional has been recorded ` 36.46 crore aggregating In view of the lockdown across the country due to the outbreak of COVID-19 pandemic, operations of the Group and its joint joint its and Group the of operations pandemic, COVID-19 of countrythe outbreak the Inacross to due lockdown the of view of this The duration 2020. half offrom second March down down or shut scaled were etc.) (manufacturing, offices, ventures by the issued will depend upon directives of full-fledged operations is uncertainlockdown in time and resumption this point at and impacted the sales performance the Group this has adversely While of certain Companies, Group authorities. Government action, in as necessary and take appropriate the situation scale up operations, closely monitor to to continue ventures its joint impact no significant on carrying assessment, per the current As of amounts with the applicable regulations. due compliance continue we and expected, and other financial assets is investments receivables, trade assets, intangible goodwill, inventories, of the impact be outcome of the global health pandemic may eventual The conditions. economic changes in future monitor to certain for resumed have operations The results. of these financial of approval as on the date those estimated from different impact the of account Management into taken has Further 2020. April, in directives Government with in compliance locations sufficient have ventures and its joint the Group that concluded and have future the foreseeable for on the business COVID-19 as a going concern. continue to resources

26 May 2020 26 May ICAI Membership No: 37556 attached. per our report date As of even LLP B S R & Co. For No: No: 101248W/W-100022 Registration Firm’s Membership Mumbai ICAI Mumbai Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for 53 items exceptional Accountants Ramesh Vaze Chartered Pothana Balajirao Partner DIN: 00509751 DIN: 122632 Officer No: Financial Membership Chief Shrikant Mate 55 54 ------as 4.73 0.02 0.04 0.04 *0.00 70.36 (4.59) Equity 10,26,403 10,26,403 31 March 2019 31 March 31 March 2019 31 March 2019 31 March Company's - - - the 9.57 0.04 0.04 0.04 *0.00 64.52 to (8.43) 1,50,000 22,80,026 10,26,403 21,30,026 10,26,403 (Currency : Indian Rupees in crores) (Currency 75 crores as at 31 March 2020 March 31 at as crores 75 ` debited 31 March 2020 31 March 31 March 2020 31 March 2020 31 March is 4.36 crores) on the above loan is also the above on 4.36 crores) ` Trust by made shares equity 5.25 crores (previous year: year: (previous crores 5.25 Company's the in investment the ompany Limited ompany consolidation, 2.00 crores. Accordingly, the adjustment pertaining the adjustment participation to profit/ in buy-back, including the corresponding Accordingly, ` 2.00 crores. Expense recognised from above share base payment transactions base payment share above from Expense recognised Carrying of liability amount Add : granted during the year : granted Add lapsed during the year Less: during the year vested Less: during the year exercised Less: Number of grants at the end of the year at Number of grants Number of grant outstanding at the beginning of the year the beginning outstanding at Number of grant Particulars eliminated. Assets Financial Other Current 2020 31 March as at 9.01 Crores ` to amounting on consolidation eliminated Trust from on loans receivable Interest ` 4.28 crores). year: (previous 72.95 crores as at 31 March 2020 ( previous year 74.95 crores). Further, the Trust during the Trust the Further, 74.95 crores). year 2020 ( previous 31 March as at ` 72.95 crores treasury to amounting shares aggregating sold 67,234 equity shares, and consequently, of equity buy-back shares participatedyear in the Company's to equity. in the Company's has been recorded loss on the sale of equity shares Income and other Assets Financial Other Current Non to amounting consolidation on eliminated been have Trust the to advanced Loans ` of income and interest 75 crores) ` year: (previous Details of STARs scheme Details of STARs Treasury shares Treasury mpact on profit before tax mpact before on profit Particulars Expenditure Management fees Particulars ( B) Liabilities and Provisions Current Less: Liabilities Current Provisions B) ( A- Assets Net Current Total Fees Audit I (C) Impact on the Group's profit & loss post Trust consolidation for the year 31 March 2020 year 31 March for the consolidation Trust & loss post Impact profit on the Group's (d) (B) *Amount less than ` 0.01 crore *Amount Other items adjusted owing to the Trust consolidation include: consolidation Trust the to Other owing adjusted items (A) Upon S H Kelkar and C

ii

Notes to the Consolidated Financial Statements Financial Consolidated the to Notes 2020 31 March ended year the for * Amount less than ` 0.01 crore less than * Amount 156 Financial Statements

in of of by 159 used operating customers indicators assumptions, 2019-20

and investments key with appropriateness of the assumptions the Report Annual Annual independent venture key test around amount the to joint implementation and analysis Obtaining expert carrying challenging design, and the sensitivity and subsidiaries valuation the those confirmations on the outstanding balances on sample on sample balances on the outstanding confirmations the balances Agreed basis. sampling) (using statistical along books in the balance with customer from obtained Checking subsequent items. with applicable reconciling other relevant and customers from receipts bank at balances receivable closing trade to relating documents received. not are 2020, when confirmations 31 March Circulating subsidiaries and joint ventures with their audited balance balance audited with their ventures subsidiariesand joint in excess were whether their net assets, identify sheet to of their carrying and assessing whether those amount been profit-making; historically subsidiaries have For margins, gross rate, growth such as revenue management sustainabilitythe working of based on historical capital and future-plan developments of the current results, of the of directors the Board by business as approved entities; respective Performing valuation methodology and key parameters such as discount methodology and key parameters valuation the Company; by considered of capital etc. cost rate, Assessing to ascertain the extent to which adverse changes, both ascertain changes, to which adverse extent to the impact could the analysis. individually and in aggregate, effectiveness of key controls over management’s assessment management’s over controls of key effectiveness in of impairment of investments indicators of identifying subsidiaries venture; and joint Comparing impairment identified, obtaining Company’s assessment of assessment Company’s obtaining impairment identified, of the investment; value the recoverable Involving Testing How the matter was addressed in our audit addressed was the matter How • In connection financial with our audit of the standalone the other information read is to our responsibility statements, is whether the other information consider in doing so, and, statements standalone financial with the inconsistent materially or our knowledge or otherwise obtained in the audit appears to performed, have we based on the work If, misstated. be materially this other of misstatement material a is there that conclude we nothing have We report to fact. that required are we information, reportto in this regard. • • • • • How the matter was addressed in our audit addressed was the matter How • Loss rate depending on days past due; on days depending rate Loss risk of customers credit certain economic for future adjusted experience historical conditions The key audit matter key The Company’s significant ECL involves of measurement The including: and assumptions, judgements - - - estimates applied significant measuring ECL, the Company For receivables of the trade In addition, the exposure and judgements. thewe identified Accordingly, amount. significant involved as a key audit matter. receivables of ECL on trade assessment Matter Audit Key The in 2020, the carryingof 31 March As of investment amount ` 302.63 crores, to amounted venture subsidiaries and joint assets of the Company. 31.78 % of the total representing incurring losses and has considered Company The expectationsunderperformanceits some of in to compared the that indication providing ventures, subsidiaries and joint be needs to venture in the subsidiaries joint and investment impairment. for tested in in subsidiaries and joint Impairment of investment testing the recoverable estimate to the Company will require venture models valuation applying appropriate of the investment value process valuation The (DCF). Cashflow including Discounted considering in judgment significant and involves is complex various forward-looking assumptions and estimates. impact of potential the magnitude the complexity, Considering of necessary the amount and the judgement estimate to as a key audit matter this is identified impairment, Other Information are of Directors and Board management Company’s The other information The the other information. for responsible annual Company’s the in included information the comprises and our report, not include the financial statements but does report thereon. auditors’ does not Our standalone financial statements opinion on the of form any express not do we and information other the cover thereon. conclusion assurance Impairment of Investment in Subsidiaries and joint ventures in Subsidiaries and joint Impairment of Investment the making comfort operating for obtain and challenging policy and assess and to accounting implementation specialists IT Company’s design, appropriateness the inhouse the our Testing of credit processes over controls of key effectiveness up of and follow collection receivables of trade control, balances; overdue Assessing Using loss allowances on trade receivables with reference to the to reference with receivables on trade loss allowances standards; of the applicable accounting requirements over ageing report of days past due; ageing report of days over Checking reasonableness of the key data and assumptions used and assumptions of the key data reasonableness receivables. ECL on trade computing for the Company by default rate, assumptions includes historical Assessing factors; and expected collections and other related Key Audit Matters Audit Key professional our in that, matters those are matters audit Key standalone the audit of our in significance most of were judgment, were matters These period. of the current financial statements financial of our audit of the standalone in the context addressed and our opinion thereon, and in forming as a whole, statements opinion on these matters. a separate not provide do we Basis for Opinion Basis for Standards the with accordance in audit conductedour We under section specified Act. (SAs) 143(10) of the on Auditing further are SAs those under described Ourin responsibilities Standalone of the the Audit Responsibilitiesfor the Auditor’s independent are We section of our report. Statements Financial issued of Ethics with the Code in accordance of the Company of India with together Institute the of Charteredby Accountants audit of the our to relevant are that the ethical requirements Act the of provisions the under statements financial standalone fulfilled our other ethical have and we and the Rules thereunder, and with these requirements in accordance responsibilities have we the audit evidence that believe We of Ethics. the Code in the other auditors obtained by obtained and the evidence paragraph “Other Matters” in the to of their reportterms referred for our a basis provide to appropriate and is sufficient below, financial statements. opinion on the Standalone How the matter was addressed in our audit addressed was the matter How • • • •

ompany Limited ompany

S H Kelkar and C

allowance for these customers resulting from all possible all possible from resulting these customers for allowance are These receivables. the of expectedthe life over defaults receivable a trade before be recognized expected to generally past due. becomes The Company generates revenue from sales of its products from revenue generates Company The jurisdictions and different segment in fragrance customers to to carrying totaled The receivables of trade amount within India. 15.26% of the 2020, representing 31 March as at ` 145.34 crores assets of the Company. total including number of customers, large significant are There jurisdictions are in different Customers and distributors. traders subject business and other risks. their independent to loss (ECL) expectedthe assesses credit Company The

The key audit matter key The Independent Auditors’ Report IndependentAuditors’ Description of Key Audit Matter Audit Description of Key receivables on trade allowance Loss In our opinion and to the best of our information and according according and information our Inof best the to and opinion our standalone financial the aforesaid us, to given explanations the to Act, the Companies by required the information give statements a true and fair view and give so required in the manner 2013 (“Act”) accepted principles generally accounting the with conformity in 2020, at 31 as March Company in India, of affairs of the of the state equity in changes income, comprehensive other and profit and date. year ended on that for the and its cash flows Opinion of S H financial statements the standalone audited have We (“the Company”), Limited which comprise Kelkar and Company the and 2020, March 31 as at Sheet Balance Standalone the (including Loss and Other Profit of Statement Standalone of Changes Income), Statement the Standalone Comprehensive the year for Flows of Cash in equity Statement and Standalone statements, financial the standalone to notes and ended, then policies summarya including accounting significant the of as to referred (hereinafter explanatoryother and information, financial statements”). “standalone To the Members of To Limited S H Kelkar and Company Report Financial of the Standalone on the Audit Statements 158 Financial Statements 161 Partner B S R & Co. LLP B S R & Co. 2019-20

Balajirao Pothana Balajirao For Chartered Accountants Membership No: 122632 Report Annual Annual UDIN: 20122632AAAAAN7554 Firm’s Registration No: 101248W/W-100022 Registration Firm’s The disclosures in the standalone financial disclosures The as dealings as well holdings regarding statements 8 during the periodin specified bank notes from not 2016 have 30 December 2016 to November since been made in these financial statements they do not pertain ended 31 year the financial to 2020. March There were no amounts which were required required were which amounts no were There and Education the Investor to transferred be to the Company. by Fund Protection The Company has made provision, as required as required provision, made has Company The standards, accounting or law the applicable under on long- if any, losses, foreseeable material for contracts derivative including contracts term the standalone financial 23 to Note - Refer statements The Company has disclosed the impact of Company The 2020 on its 31 March at as pending litigations its standalone financial financial position in the standalone 40 to Note - Refer statements financial statements; With respect to the matter to be included in the be included to the matter respect to With Report under section 197(16): Auditors’ and the information to In our opinion and according paid by the remuneration us, to given explanations year during its directors the current to the company of Section provisions with the of 197 accordance is in is not director any paid to remuneration The the Act. under Section of the limit laid down 197 in excess MinistryThe has not Affairs Corporate of of the Act. other details under Sectionprescribed 197(16) which us. upon by be commented to required are iv. iii. ii. With respect to the other matters to be included in be included to other matters the respect to With of 11 Rule with Reportaccordance in Auditors’ the 2014, in Rules, Auditors) and (Audit the Companies and information the best of our and to our opinion us: to given the explanations to according i. (C) (B)

Mumbai 2020 26 May

With respect to the adequacy respect to of the internal With to financial reference with controls financial and the operating of the Company statements to our refer controls, such of effectiveness B”. “Annexure Reportseparate in On the basis of the written representations representations written of the the basis On as on 31 March 2020, directors the from received none of of Directors, the Board by taken on record 2020, is disqualified as on 31 the directors March of in terms as a director being appointed from Section of the Act. 164(2) In our opinion, the aforesaid standalone financial In our opinion, the aforesaid with the Ind comply AS specified statements under section 133 of the Act. The Standalone Balance sheet, the Standalone the Standalone sheet, Balance Standalone The Loss (including other and of Profit Statement the Standalone income), comprehensive of changes in Equity and the Statement dealt with Flows of Cash Statement Standalone with the books this Reportby in agreement are the from received returns the with and account of us. by not visited Trust In our opinion, proper books of account as In books of account our opinion, proper the Company been kept by have law by required of those our examination so far as it appears from books. We have sought and obtained all the information information the all obtained and sought have We the best of our to which and explanations necessary the knowledge for and belief were purposes of our audit. f) e) d) c) b) As required by Section report by we 143(3) of the Act, that: required As a) As required by the Companies (Auditors’ Report) Order, 2016 Report) Order, (Auditors’ Companies the by required As of in terms Government (“the Order”) the Central issued by a A” “Annexure in the section give we 143 (11) of the Act, 3 and 4 of in paragraphs specified on the matters statement applicable. the extent to the Order, (A)

Report on Other and Regulatory Legal Requirements 1. 2. of the current period and are therefore the key audit matters. the key audit matters. therefore period and are of the current report or law unless our auditors’ in describe these matters We or when, matter about the disclosure public precludes regulation a matter that determine we circumstances, rare in extremely our report in because the adverse should not be communicated be expected to reasonably would of doing so consequences communication. benefits of such the public interest outweigh

of to the used of 143(3)(i) relevant policies Management content and the section control of Under accounting structure of internal of appropriateness presentation, circumstances. the the appropriateness in overall understanding on the the an Obtain those risks, and obtain audit evidence that is sufficient and is sufficient that obtain audit evidence and those risks, risk of not The our opinion. a basis for provide to appropriate is fraud from resulting detecting misstatement a material involve may as fraud error, from resulting one higher than for misrepresentations, omissions, intentional forgery, collusion, control. of internal or the override the audit in order to design audit procedures that are are that audit procedures design to the audit in order appropriate standalone financial statements, including the disclosures, including the disclosures, standalone financial statements, represent and whether the standalone financial statements in a manner that the underlying transactions and events fair presentation. achieves the Act, we are also responsible for expressing our opinion our opinion expressing for also responsible are we the Act, financial internal has adequate on whether the company and in place statements financial to with reference controls controls. of such effectiveness the operating Evaluate and Board of Directors use of the going concern basis of basis of use of the going concern of Directors and Board obtained, based on the audit evidence and, accounting events to uncertaintywhether a material related exists the doubt on cast significant may that or conditions If as a going concern. we ability continue to Company’s required are uncertainty a material we that conclude exists, report related the to auditor’s our in attention draw to if or, in the standalone financial statements disclosures modify our opinion. Our to inadequate, are such disclosures obtained up to based on the audit evidence are conclusions or events future report. However, of our auditor’s the date as continue to cease to Company the cause may conditions a going concern. Evaluate Conclude and the reasonableness of accounting estimates and related and related estimates of accounting and the reasonableness by made statements financial the standalone in disclosures of Directors. the Management and Board • We communicate with those charged with governance regarding, regarding, with governance with those charged communicate We and timing of the scope the planned among other matters, any significant including audit findings, audit and significant during our audit. we identify that control deficiencies in internal with a statement with governance those charged also provide We ethical requirements with relevant complied have we that with them all communicate and to independence, regarding be thought reasonably may that and other matters relationships related applicable, and where bear on our independence, to safeguards. with with those charged communicated the matters From most of were that those matters determine we governance, statements financial standalone the audit of in the significance • • • the of misstatement material of risks ompany Limited ompany the assess and S H Kelkar and C Identify standalone financial statements, whether due to fraud or to fraud whether due standalone financial statements, to responsive and performdesign audit procedures error, As part of an audit in accordance with SAs, we exercise professional professional exercise we with SAs, partAs of an audit in accordance the throughout skepticism professional maintain and judgment We also: audit. • Auditor’s Responsibilities for the Audit of the Standalone of the Standalone Audit the Responsibilities for Auditor’s Statements Financial about whether assurance obtain reasonable to Our objectives are from free are as a whole the standalone financial statements and to or error, fraud whether due to misstatement, material report includes our opinion. Reasonable that issue an auditor’s that but is not a guarantee of assurance is a high level assurance detect a will always with SAs an audit conducted in accordance can arise Misstatements when it exists. misstatement material individually or if, material considered and are or error fraud from influence be expected to reasonably they could in the aggregate, basis of these decisions of users taken on the the economic standalone financial statements. The Board of Directors is also responsible for overseeing the overseeing for is also responsible of Directors Board The reporting financial process. Company’s In preparing the standalone financial statements, the Infinancial statements, the standalone preparing assessing for responsible are Directors of ManagementBoard and disclosing, concern, going a as ability continue to Company’s the and using the going concern to related matters as applicable, of Directors unless the Board basis of accounting going concern or operations, cease or to the Company liquidate to either intends do so. but to alternative has no realistic The Company’s Management and Board of Directors are are Directors of Management and Board Company’s The in section stated 134(5) of the Act the matters for responsible these standalone financial of the preparation with respect to of affairs, view of the state a true and fair give that statements changes in income), comprehensive including (other profit/loss with the in accordance Company of the equity and cash flows in India, the including accepted principles generally accounting (Ind section under specified AS) Standards IndianAccounting of also includes maintenance responsibility This 133 of the Act. with the provisions in accordance records accounting adequate and for of the assets of the Company safeguarding of the Act for selection and detecting other irregularities; and frauds preventing policies; making accounting of appropriate and application and prudent; and reasonable are that estimates and judgments internal of adequate and maintenance implementation design, ensuring for effectively operating were that controls financial relevant records, of the accounting accuracy and completeness financial of the standalone and presentation preparation the to material from free a true and fair view and are give that statements or error. fraud whether due to misstatement, Management’s and Board of Directors’ Responsibility for Responsibility for of Directors’ and Board Management’s Statements Financial the Standalone 160 Financial Statements 163 2019-20

Report Annual Annual (Currency : Indian in crores) Rupees (Currency Deputy Commissioner of Customs, Deputy of Customs, Commissioner JNCH NS-V, GR-II (A-B), Additional Commissioner of Customs of Customs Commissioner Additional JNCH (A-F), Gr.2 Appraising CESTAT The Commissioner of Income-tax Commissioner The (appeals) High Court, Mumbai Excise of Central Commissioner (Appeals) Forum where dispute is pending dispute where Forum Income-tax Tribunal Appellate relates 2011-12 2011-12 2012-13 2008-09 2009-10 2012-13 2016-17 2017-18 2008-09 2011-12 2011-12 2007-08 2008-09 2010-11 amount amount Period to to Period which the According to the information and explanations given given and explanations the information to According Goods no dues of and service are there tax us, to with the appropriate deposited not been which have the to According dispute. of any authorities on account the following us, to given and explanations information dues of Income-tax, Sales Service tax, and Duty tax of 2020 31 March on as deposited been not have customs of disputes: account on Company the by 2008-09 to 2008-09 to 2008-09 to 2008-09 to employees, noticed or reported during the year, nor have we we nor have or reported noticed during the year, employees, the management. such case by of any been informed to given and explanations the information to According of the of the records us and based on our examination managerial for has paid/ provided the Company Company, approvals with the requisite in accordance remuneration of Section with the provisions 197 read by mandated the Act. V to Schedule and the information to In our opinion and according Nidhinot a is Company the us, to given explanations it. to not applicable 2014 are Nidhi and the Rules, Company is not applicable 3(xii) of the Order paragraph Accordingly, the Company. to to given and explanations the information to According of the of the records us and based on our examination parties transactions in with the related are Company, with Sections compliance 177 and 188 of the Act where (b) (xi) (xii)  (xiii) 

- - 2.63 2.05 0.02 0.76 14.08 demand on account of on account Amount deposited deposited Amount 0.05 0.07 3.51 0.17 0.90 11.27 14.88 Demand dues Service tax Service Tax Income-tax Income-tax Income-tax Custom Duty Custom Custom Duty Custom Nature of the Nature According to the information and explanations given given and explanations the information to According in respect of payable amounts no undisputed us, to Income Insurance, State Employees’ fund, Provident tax, Duty of tax, Goods and service tax, Professional statutory and other material dues were Cess customs, than perioda more of for 31 March 2020 at as arrears in payable. they became the date from six months In our opinion, and according to the information and the information to In our opinion, and according in not defaulted has Company the us, to given explanations Company The banks. to loans or borrowings of repayment financial government, outstanding dues to any did not have holders during the year. institutions and debenture and the information to In our opinion and according any has not raised the Company us, to given explanations or further of initial public offer public offer way by moneys term and has not obtained any (including debt instruments) 3 (ix) of the paragraph Accordingly, loans during the year. the Company. is not applicable to Order the books and of During of our examination the course with carried out in accordance of the Company, records auditing practices in India, and accepted the generally to given explanations and information the to according of material instance any across neither come have we us, or its officers by or on the Company the Company by fraud Central Excise Act, 1944 Act, Excise Central Central Excise Act, 1944 Act, Excise Central Income 1961 tax Act, 1944 Act, Excise Central 1944 Act, Excise Central Income 1961 tax Act, Income 1961 tax Act, Name of the statute (viii)  (ix) (x)

According to the information and explanations given given and explanations the information to According of of records us and on the basis of our examination to deducted/ in the books amounts accrued the Company, statutory in respect of undisputed dues of account Insurance, State Employees’ fund, including Provident tax, DutyIncome tax, Goods and service tax, Profession statutory and other material dues Cess of customs, appropriate the with deposited regularly been have authorities. The unsecured loans granted to companies covered in covered companies to loans granted unsecured The under Section 189 maintained the register of the Act demanded not was loan The demand. on repayable are which are amounts no are and there duringthe year respect in such of ninetythan days more for overdue loans. The unsecured loans granted to companies covered in covered companies to loans granted unsecured The under Section 189 maintained the register of the Act of the loans repayment The on demand. repayable are borrowers The not demanded during the year. was principal of and in the payment been regular have as demanded. interest In our opinion and according to the information and the information to In our opinion and according with has complied the Company us, to given explanations of Section with the provisions 185 and 186 of the Act, loans body corporates, to given the guarantees respect to and investments companies, to given and guarantees any has not given Company The the Company. made by security under Section Accordingly, 186 of the Act. 185 and under Sectioncompliance in respect 185 and 186 of the Act, the Company. securities is not applicable to of providing and the information to In our opinion, and according has not accepted Company the us, to given explanations the Reserve issued by deposits as per the directives Bank of Sections of India 76 or any under the provisions 73 to of the Act and the rules framed provisions other relevant is not the Order (v) of 3 paragraph Accordingly, under. there the Company. applicable to maintained the books of account reviewed broadly have We the by the rules prescribed to pursuant the Company by under records of cost maintenance for Government Central Section prima opinion that of the (1) of the Act 148 and are been made have and records accounts prescribed the facie, not made a detailed have we However, and maintained. of the records. examination (a) (c) (b) (iv) (v) (vi) (vii)

ompany Limited ompany The Company has granted unsecured loans to three three loans to unsecured has granted Company The under maintained in the register covered companies Section 2013 (‘the Act, Act’). of the Companies 189 or secured loans, any has not granted Company The limited firms, corporates, body other to unsecured, liability partnerships in the or other parties covered under Section maintained 189 of the Act. register and other terms of interest In our opinion, the rate loans have on which the unsecured and conditions in the register listed the companies to been granted Section under maintained prima not, the Act 189 of are of the Company. the interest to prejudicial facie, According to the information and explanations given given and explanations the information to According of of records and on the basis of our examination us to properties the title deeds of immovable the Company, In respect of in the name of the Company. held are propertiesimmovable taken on lease and disclosed as right-of-use assets in the standalone financial of in the name are the lease agreements statements, the Company. The Company has a regular programme of physical of physical programme has a regular Company The fixed assets by which all assets, of its fixed verification In our opinion, years. a period of three over verified are reasonable is verification this periodicityof physical and the of the Company size the to regard having the above with In accordance of its assets. nature certain verified has fixed the Company programme, noticed were discrepancies assets and no material year and have duringin respect the of assets verified dealt with in the books of accounts. been properly The Company has maintained proper records showing showing records proper maintained has Company The and details particulars,full quantitative including assets. of fixed situation

S H Kelkar and C

(a) The inventory, except for goods-in-transit and stocks lying and stocks goods-in-transit for except inventory, The by the verified parties,with third has been physically In frequencythe opinion, our duringyear. the management with lying For stocks reasonable. is of such verification been parties have confirmations third written year-end, at between verification on noticed discrepancies The obtained. not material were and the book records stocks the physical dealt with in the books of account. been properly and have (c) (b) (a)

(iii) (ii)

(i) With reference to the Annexure A referred to in the Independent in the to referred A the Annexure to reference With on the Report the members of the Company to Auditors’ year ended 31 March for the statements standalone financial report2020, we the following: Annexure A to the Independent Auditors’ Report 2020 31 March – Independent the to A Auditors’ Annexure 162 Financial Statements 165 Partner B S R & Co. LLP B S R & Co. 2019-20

Balajirao Pothana Balajirao For Chartered Accountants Membership No: 122632 Report Annual Annual UDIN: 20122632AAAAAN7554 Firm’s Registration No: 101248W/W-100022 Registration Firm’s Inherent Limitations of Internal Financial controls controls Financial Internal of Limitations Inherent Statements Financial to with Reference controls financial of internal limitations Because of the inherent including the possibility statements, financial to with reference of controls, override management or improper of collusion and not occur may or fraud error due to misstatements material internal the of evaluation projectionsany of Also, detected. be to to financial statements reference with controls financial subject financial periods the risk the internal are that to future become may financial statements to with reference controls the degree or that because of changes in conditions, inadequate deteriorate. may with the policies or procedures of compliance only in accordance with authorisations of management and of management authorisations with only in accordance assurance reasonable company;of the directors (3) provide and detection or timely unauthorised of prevention regarding could that assets of the company’s or disposition use, acquisition, statements. effect on the financial a material have Mumbai 2020 26 May weakness exists, and testing and evaluating the design and the design and evaluating and testing weakness exists, assessed based on the control of internal effectiveness operating judgement, selected on the auditor’s depend procedures The risk. misstatement of the risks of material assessment including the or to fraud whether due statements, of the standalone financial error. obtained is sufficient have we evidence the audit that believe We opinion on the our audit a basis for provide to and appropriate to financial reference with controls financial internal Company’s statements. Meaning of Internal Financial controls with controls Financial Meaning of Internal Statements Financial to Reference to financial reference with controls financial internal A company’s assurance reasonable provide to designed is a process statements reporting of financial the reliability and the preparation regarding with externalfor purposes in accordance of financial statements internal A company’s principles. accounting accepted generally include to financial statements reference with controls financial (1) pertain that maintenance the to those policies and procedures and fairly reflect accurately detail, in reasonable that, of records the transactions assets of the company; and dispositions of the recorded transactions that are assurance reasonable (2) provide in of financial statements as necessary permit preparation to and principles, accounting accepted with generally accordance made being are company the of expenditures and receipts that Partner B S R & Co. LLP B S R & Co. Balajirao Pothana Balajirao For Chartered Accountants Membership No: 122632 UDIN: 20122632AAAAAN7554 Firm’s Registration No: 101248W/W-100022 Registration Firm’s According to the information and explanations given to us, us, to given and explanations the information to According Section under be registered to is not required the Company Reserve45-IA of the Bank of India 1934. Accordingly, Act, the 3(xvi) applicable to is not of the Order paragraph Company. considering the essential components of internal control stated stated control of internal components the essential considering include the design, responsibilities These Note. in the Guidance financial internal of adequate and maintenance implementation for ensuring the orderly effectively operating were that controls to conduct including adherence and efficient business, of its prevention the of its assets, the safeguarding policies, company’s the accuracy completeness and and detection and errors, of frauds reliable of preparation timely the and records, accounting the of Act, 2013 Companies the under required as information, financial “the Act”). as to referred (hereinafter Responsibility Auditors’ an opinion on the Company’s express Our is to responsibility to financial statements reference with controls financial internal with accordance in audit conductedour We audit. our on based prescribed on Auditing, and the Standards Note the Guidance an under section applicable to the extent to 143(10) of the Act, to financial reference with controls financial audit of internal that require Note and the Guidance Standards Those statements. and plan and perform the with ethical requirements comply we about whether adequate assurance obtain reasonable audit to to financial statements reference with controls financial internal and whether such controls and maintained established were respects. in all material effectively operated obtain audit to performing procedures Our audit involves about the adequacycontrols evidence financial of the internal and their operating financial statements to with reference reference with controls financial Our audit of internal effectiveness. included obtaining an understanding of financial statements to the a material assessing risk that controls, financial such internal Mumbai 2020 26 May (xvi) ompany Limited ompany S H Kelkar and C

applicable and details of such transactions have been been transactions and details of such applicable have required as statements the standalone financial disclosed in standards. accounting the applicable by us to given and explanations information the to According Company, the of the records of examination and based on our or allotment preferential has not made any the Company or partly or fully of shares placement convertible private 3 (xiv) paragraph Accordingly, during the year. debentures Company. the to is not applicable of the order to given and explanations the information to According of the of the records examination us and based on our non-cash any into has not entered the Company Company, transactionsconnectedhim. persons or with directors with 3(xv) is not applicable of the Order paragraph Accordingly, Company. the to

The Company’s management and the Board of Directors are are Directors of Board the and management Company’s The financial internal establishing and maintaining for responsible reference with controls financial on the internal based controls Company by the criteria established financial statements to Management’s Responsibility for Internal Financial Financial Internal Responsibility for Management’s Controls In our opinion, the Company has, in all material respects, adequate adequate respects, in all material has, In our opinion, the Company to financial statements reference with controls financial internal effectively operating were controls financial and such internal controls financial internal on the based 2020, 31 March as at by criteria established financial statements to with reference of internal components the essential considering the Company of Internal Financial on Audit Note in the Guidance stated control Reporting the Institute Over of Financial issued by Controls Note”). “Guidance of India (the Chartered Accountants Opinion reference with controls financial the internal audited have We (“the Limited of S H KelkarCompany statements financial and to Company”) 2020 in conjunction as of 31 March with our audit of year for the Company of the the standalone financial statements date. ended on that

Report on the internal financial controls with reference reference with Reportcontrols financial internal the on financial statements standalone the aforesaid to (i) of Sub-sectionunder Clause 3 of Section 143 of the 2013 Act, Companies A(f)‘Report in paragraph to on Other(Referred under section of our report and RegulatoryLegal Requirements’ date) of even Annexure B to the Independent Auditors’ report the Independent Auditors’ B to Annexure 2020 year ended 31 March for the Limited Company Kelkar and of S H on the standalone financial statements (xiv) (xv) 164 Financial Statements 167 0.29 3.15 3.15 2.28 1.48 0.05 5.41 6.51 44.43 44.97 13.43 18.89 78.47 15.18 62.21 (0.54) (0.83) 694.03 712.92 452.02 124.60 650.71 (31.48) Mumbai Kedar Vaze Kedar Year ended Year 26 May 2020 26 May DIN: 00511325 DIN: 31 March 2019 31 March 2019-20

Deepti Chandratre Company Secretary Company - - - Membership No: A20759 No: Membership 2.03 2.03 8.81 0.14 0.19 5.06 5.29 28.47 28.33 77.82 11.16 13.82 27.81 38.68 (0.05) Report Annual Annual 718.83 438.15 727.64 120.20 688.96 CIN: L74999MH1955PLC009593 Year ended Year Director & Chief Executive Officer & Chief Executive Director S H Kelkar and Company Limited S H Kelkar Company and (Currency : Indian Rupees in crores) (Currency of 31 March 2020 31 March For and on behalf of the Board of Directors and on behalf of the Board For 33 25 26 27 28 29 30 31 32 34 1-3 4-51 Note Director & ChairmanDirector 26 May 2020 26 May Income tax related to items that will not be reclassified to profit or loss profit to will not be reclassified that items to Income tax related Remeasurements of defined benefit liability Remeasurements for earlier years for for current year current for for earlier years for for current year current for Other comprehensive income for the year, net of income tax net of income the year, for income Other comprehensive (`) Basic earnings per share Diluted earnings per share (`) earnings per share Diluted Items that will not be reclassified subsequently to profit or loss profit to subsequently will not be reclassified Items that Deferred tax charge Deferred Other income consumed of materials Cost in trade of stock Purchase work-in-progress and of finished goods Changes in inventories costs Finance and amortisationDepreciation expense Other expenses tax Current Revenue from operations from Revenue expense benefits Employee the year for income comprehensive Total of ` 10 each, fully paid-up) (Nominal value Earnings per equity share policies accounting Significant part an integral of the standalone financial form and other notes above to referred notes The statements.

Profit for the year for the Profit income Other comprehensive

income Total Expenses expenses Total tax income before Profit expense: Tax Income Chief Financial Officer Financial Chief Ramesh Vaze No: 101248W/W-100022 Registration Firm’s Pothana Balajirao Partner Shrikant Mate DIN: 00509751 DIN: 122632 No: Membership Accountants attached. per our report date As of even LLP B S R & Co. For Chartered ICAI Membership No: 37556 No: Membership Mumbai ICAI Mumbai 2020 26 May Standalone Statement of Profit and Loss and of Profit Statement Standalone 2020 31 March ended year the for - - 4.79 9.20 7.31 2.39 0.19 8.76 0.14 4.97 6.08 5.33 1.14 2.40 1.53 15.57 28.73 15.94 24.09 29.20 87.13 18.59 21.80 13.83 70.14 265.39 294.59 139.00 267.99 596.55 891.14 373.00 891.14 144.62 183.94 117.00 267.91 518.14 185.96 125.81 Mumbai Kedar Vaze Kedar 26 May 2020 26 May DIN: 00511325 DIN: 31 March 2019 31 March Deepti Chandratre Company Secretary Company - - - Membership No: A20759 No: Membership 7.74 4.97 1.17 5.94 8.09 1.16 1.42 2.16 16.75 31.71 11.10 17.32 24.09 10.08 51.49 52.50 34.69 20.93 25.07 11.79 13.37 75.10 350.61 402.10 952.24 236.94 383.11 141.32 952.24 279.46 129.36 550.14 115.50 302.63 176.78 569.13 145.34 CIN: L74999MH1955PLC009593 Director & Chief Executive Officer & Chief Executive Director S H Kelkar and Company Limited S H Kelkar Company and (Currency : Indian Rupees in crores) (Currency of 31 March 2020 31 March For and on behalf of the Board of Directors and on behalf of the Board For 9 7 4 4 5 6 24 21 34 23 15 16 10 17 18 18 19 20 35 19 22 14 37 34 10 11 12 13 8B 8A 1-3 4-51 Note 26 May 2020 26 May Director & ChairmanDirector ompany Limited ompany Investment in subsidiaries and joint venture in subsidiaries and joint Investment Other liabilities current Other financial liabilities - total outstanding dues of creditors other than micro enterprises and small enterprises enterprises other than micro outstanding dues of creditors - total - total outstanding dues of micro enterprises and small enterprises enterprises outstanding dues of micro - total Other balances bank Cash and cash equivalents Cash

S H Kelkar and C Other assets current Equity share capital Equity share Other equity liabilities Financial Deferred tax liability (net) Deferred liabilities Financial Capital work in progress work Capital Property, plant and equipment plant Property, Right of use asset assets Financial Other tax assets (net) Other non-current assets Investment propertyInvestment assets Financial Other assets intangible development Intangible assets under

Provisions Current tax liabilities (net) Current liabilities current Total Total liabilities Total EQUITY AND LIABILITIES TOTAL policies accounting Significant

Loans Others assets current Total TOTAL ASSETS TOTAL EQUITY AND LIABILITIES Equity earnings reserves Retained Other equity Total Liabilities Non-current liabilities Borrowings Others non-current liabilities Total liabilities Current payables Borrowings Trade

investments Other Loans ASSETS Non-current assets Investments assets Current Inventories Investments non-current assets Total receivables Trade

The notes referred to above and other notes form an integral part an integral standalone financial statements. of the form and other notes above to referred notes The

Standalone Balance Sheet Balance Standalone 2020 31 March as at DIN: 00509751 DIN: 122632 37556 Officer No: No: Financial Membership Membership Shrikant Mate Mumbai Chief ICAI Mumbai 2020 26 May Ramesh Vaze No: 101248W/W-100022 Registration Firm’s Pothana Balajirao Partner Accountants attached. per our report date As of even LLP B S R & Co. For Chartered 166 Financial Statements - 169 0.03 4.69 0.92 0.11 0.16 2.46 6.51 2.80 *0.00 62.21 15.18 20.40 36.95 77.09 91.43 32.54 59.22 (0.27) (0.58) (4.69) (2.53) (0.03) (4.36) (1.50) (0.32) 104.57 123.97 (77.06) (87.08) (44.05) (86.87) (29.16) (19.40) 2019-20

31 March 2019 31 March - - - - 5.20 4.90 2.76 0.01 0.13 3.24 9.19 6.19 Report Annual Annual 38.68 27.81 18.01 20.00 77.86 13.82 99.22 (0.33) (4.90) (1.59) (0.16) (0.09) 101.52 189.79 (29.37) (33.95) 108.12 200.74 (34.71) (76.00) (21.98) (10.95) 31 March 2020 31 March (Currency : Indian in crores) Rupees (Currency Depreciation and amortisationDepreciation equipment and plant Net loss on sale of property, off written development Intangible asset under Gain on sale of investment fluctuation / (gain) (net) loss exchange Unrealised Rent income on Deposits with banks income Interest Interest income on loans to subsidiary on loans to income Interest Rent income in non-current deposits with bank Increase / (decrease) Provision for doubtful debts for Provision received Interest Bad debts written off Bad debts written back written Liabilities no longer required of subsidiary in equity shares Investment subsidiary to given Loan subsidiary from recovered Loan expenditure) (net of related and equipment plant sale of property, from Proceeds sale of mutual funds from Proceeds in mutual funds Investment Interest received on income tax refund on income received Interest costs and other finance expense Interest (Increase) / decrease in inventories (Increase) / decrease receivables in trade (Increase) / decrease capital Net change in working property (including and intangibles investment and equipment, plant of property, Purchase cwip under development) and intangible Increase / (decrease) in trade payables, other current liabilities and provisions other current payables, in trade Increase / (decrease) Income tax paid (net) (Increase) / decrease in loans and advances and other current assets and other current in loans and advances (Increase) / decrease Cash flow from operating activities operating from flow Cash tax before Profit for Adjustments Net cash flows (used in) investing activities (used in) investing Net cash flows Working capital adjustments capital Working activities operating from generated flows Cash activities operating from generated Net cash flows activities investing from flows Cash Standalone Statement of Cash Flow of Cash Statement Standalone 2020 31 March ended year the for - - Total Total 0.14 28.47 28.33 (0.81) 44.43 44.97 (5.20) (0.54) (0.79) (2.76) Equity 482.94 451.93 (45.15) (25.09) 408.82 144.62 451.93 144.62 (54.10) (13.12) Mumbai Kedar Vaze Kedar ------26 May 2020 26 May DIN: 00511325 DIN: 2.00 shares (29.80) 31 March 2019 31 March (45.15) (74.95) (72.95) (74.95) Treasury Treasury Deepti Chandratre Company Secretary Company ------Membership No: A20759 No: Membership 8.76 8.76 8.76 8.76 Other (3.30) 144.62 141.32 reserves CIN: L74999MH1955PLC009593 ------(Currency : Indian Rupees in crores) (Currency Director & Chief Executive Officer & Chief Executive Director S H Kelkar and Company Limited S H Kelkar Company and 0.23 0.23 0.31 0.23 of STARs STARs (0.25) (0.79) 31 March 2020 31 March reserve For and on behalf of the Board of Directors and on behalf of the Board For - - - - 0.14 28.47 28.33 (0.81) 44.43 44.97 (5.20) (0.54) (2.76) 254.08 267.99 267.99 (25.32) 279.46 (13.43) earnings Retained ------Reserves and Surplus 1-3 55.76 55.76 52.46 55.76 (3.30) General Reserve ------Attributable to the equity to Company holders of the Attributable 3.30 3.30 *0.00 *0.00 *0.00 *0.00 Capital Reserve Redemption ------194.14 194.14 138.04 194.14 (56.10) Account Premium Premium Securities

Director & ChairmanDirector 2020 26 May ompany Limited ompany

0.01 crores Dividend Distribution Tax (DDT) Tax Dividend Distribution Remeasurements of defined benefit liability Remeasurements Loss on participation in buy-back by the Trust on participation the Loss by in buy-back Adjustment pursuant to buy back of equity buy to shares pursuant Adjustment Shares extinguished Shares on buy-back Impact on transition to INDAS 116 Impact INDAS to on transition Dividend Distribution Tax (DDT) Tax Dividend Distribution Remeasurements of defined benefit liability Remeasurements Purchase of treasury shares by the Trust during the year Trust the of treasury by shares Purchase 49) note (refer S H Kelkar and C

Others Contributions and distributions and Contributions Items of OCI for the year, net of tax year, the Items of OCI for Profit for the year for the Profit Others Contributions and distributions and Contributions Items of OCI for the year, net of tax year, the Items of OCI for Profit for the year for the Profit Opening balance as at as at Opening balance Changes in equity share capital during the year (refer note 17) note (refer capital duringChanges in equity the year share Closing balance as at balance Closing Other equity Other Equity share capital Equity share

 Dividends Transaction with the owners of the Company, recorded directly recorded Company, of the with the owners Transaction in equity Total comprehensive income for the year for income comprehensive Total

Total comprehensive income for the year ended 31 March 2019 ended 31 March the year for income comprehensive Total Balance as at 01 April, 2018 April, 01 as at Balance Balance at 31 March, 2020 31 March, at Balance

Dividends Transaction with the owners of the Company, recorded directly recorded Company, of the with the owners Transaction in equity Total comprehensive income for the year for income comprehensive Total

Balance at 31 March 2019 31 March at Balance Total comprehensive income for the year ended 31 March 2020 ended 31 March the year for income comprehensive Total Balance as at 01 April, 2019 April, 01 as at Balance

*Amount in less than ` *Amount policies accounting Significant The notes referred to above and other notes form an integral part of the standalone financial statements. part an integral of the standalone financial statements. form and other notes above to referred notes The 4-51 (b) (a) Standalone Statement of Changes in Equity of Changes Statement Standalone 2020 31 March ended year the for DIN: 00509751 DIN: 122632 37556 Ramesh Vaze Officer No: No: No: 101248W/W-100022 Registration Firm’s Pothana Balajirao Partner Financial Membership Membership Shrikant Mate Mumbai Chief ICAI Mumbai 2020 26 May Accountants Chartered 168 As per our report of even date attached. per our report date As of even LLP B S R & Co. For Financial Statements

life 171 the on 2019-20 based

are Report Annual Annual assets (Currency : Indian Rupees in crores) (Currency tangible of lives Property, plant and equipment plant Property, of useful lives of the estimated Determination which as to assets and the assessment tangible be capitalised. may of the cost components Useful Recognition of deferred tax assets of deferred Recognition future the for recognised are assets tax Deferred temporary of tax consequences differences the carryingbetween of assets and values and tax bases, liabilities and their respective Recognition and measurement of defined and measurement Recognition benefit obligations defined benefit plan is arising from obligation The of actuarialbasis on the determined assumptions. Key actuarial rate, assumptions include discount in salary trends actuarial and escalation, rates is determined rate discount The expectancy. life the end of the market yields at to reference by The reporting bonds. period on government maturityperiod to of the underlying bonds/ maturity the probable to correspond investments of the post-employment benefit obligations. prescribed in Schedule where Inprescribed II of the Act. cases, prescribed that from different are the useful lives advice, based on technical in Schedule II, they are theasset, the of nature the takingaccount into the operating usage of the asset, estimated past history of the asset, conditions of replacement, manufacturers’ changes, technological anticipated support. and maintenance warranties The preparation of the standalone financial statements statements of the standalone financial preparation The judgements, use of with Ind AS requires in accordance affect the application that and assumptions, estimates reported policies and the of amounts of accounting actualThe and expenses. income liabilities, assets, these estimates. from differ may results reviewed and underlying assumptions are Estimates estimates accounting Revision to on an ongoing basis. prospectively. recognised are a uncertainties estimation and have Assumptions that in adjustment resulting in a material risk of significant as follows: 2020 are ending 31 March the year a. Use of estimates and judgements of estimates Use c. b. 2.4

are that (including liability liabilities and (asset)/ assets benefit financial defined measured at fair value of plan assets less present of plan assets less present fair value at measured of defined benefit obligations. value derivative instruments) that are measured at fair at measured are that instruments) derivative and value; net certain These standalone financial statements are presented in presented are statements standalone financial These functional which is also the Company’s Indian rupees, to off two been rounded have amounts All currency. unless otherwise crores, the nearest to decimal places indicated. been have standalone financial statements The the for except basis, cost on a historical prepared following: The accompanying standalone financial statements, standalone financial statements, accompanying The of a Branch the returns incorporated in which are the Netherlands and the returns in Amsterdam, have Trust ('Trust'), of S H Kelkar Benefit Employee with the accounting in accordance been prepared in India, including accepted principles generally (Ind AS) as per the Standards the Indian Accounting Rules, Standards) (Indian Accounting Companies Standards) (Indian Accounting 2015 and Companies 2016, as amended and notified Rules, (Ammendment) under Section 2013, Act, 133 of the Companies of the Act. provisions and other relevant (the 'Act') year ended for the statements standalone financial The the Audit by been reviewed 2020 have 31 March the Board by approved and subsequently Committee 2020. held on 26 May its meeting at of Directors Functional and presentation currency and presentation Functional Basis of measurement Statement of compliance Statement S H Kelkar and Company Limited (‘SHK’ or ‘the Company’) or (‘SHK’ Limited S H Kelkar Company and of the Companies under the provisions incorporated was at Devkaran office its registered 1913, and has Act, The Mansion, Mumbai 36, Mangaldas – 400002. Road, Stock National the on listed equity its has shares Company India.in (BSE) Exchange Stock Bombay and (NSE) Exchange supply and engaged in the manufacture, is Company The ingredients. and aroma exports of fragrances Company Overview Company Basis of preparation 2.2 2.3 2.1 • • 1 2 Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for - - - - 5.08 0.19 2.95 0.28 0.00 0.28 0.82 0.23 5.13 2.95 15.13 68.87 84.00 (3.13) (0.13) (5.98) (2.18) (5.13) Mumbai (12.57) 274.50 (45.18) (30.51) (205.50) Kedar Vaze Kedar 26 May 2020 26 May DIN: 00511325 DIN: 31 March 2019 31 March Deepti Chandratre Company Secretary Company 4-51 - - Membership No: A20759 No: Membership 0.81 0.16 0.28 2.50 1.12 0.31 2.95 34.69 84.00 17.04 17.32 52.50 33.72 31.74 34.69 (4.44) (3.30) 391.02 (31.50) (16.19) (56.10) (13.98) (31.74) (425.04) (124.10) CIN: L74999MH1955PLC009593 Director & Chief Executive Officer & Chief Executive Director S H Kelkar and Company Limited S H Kelkar Company and of 31 March 2020 31 March (Currency : Indian in crores) Rupees (Currency For and on behalf of the Board of Directors and on behalf of the Board For (continued) Director & ChairmanDirector 2020 26 May ompany Limited ompany - exchange earners foreign currency account earners foreign - exchange - current accounts - current

S H Kelkar and C

Opening balances borrowing Long-term Cash on hand Cash purposes cash management used for Bank overdrafts Short-term borrowing Movements borrowing Long-term Short-term borrowing Closing balances borrowing Long-term Short-term borrowing

Working capital loans repaid Working party related from Borrowing of lease obligations Repayment Trust Benefit Employee by of Investment (Purchase)/Sale thereon including tax Dividend paid, on treasury shares Dividend received Buy back of equity share on buy back of equity paid share Premium paid Interest Finance leases payment Finance Working capital loans taken Working Cash and cash equivalents at the beginning of the year the beginning at and cash equivalents Cash Cash and cash equivalents at the end of the year the end at and cash equivalents Cash Balances with banks in: Balances

Cash and cash equivalents in the statement of cash flows in the statement and cash equivalents Cash with Ind AS 7 in accordance statement Debt reconciliation Cash flows from financing from activities flows Cash Net cash flows (used in) from financing (used in) from activities Net cash flows Net Increase / (decrease) in cash and cash equivalents / (decrease) Net Increase Reconciliation of cash and cash equivalents with the balance sheet with the balance of cash and cash equivalents Reconciliation Notes: and cash equivalents 1. Cash

2. The above standalone cash flow statement has been prepared under the 'indirect method' as set out in the Accounting Standard (IND Standard Accounting under the 'indirect method' as set out in the has been prepared statement standalone cash flow above The 2. Statements". Flow AS) 7 - "Cash short-termare balances equivalents Cash deposits with banks and bank overdraft. accounts, current cash on hand, comprises 3. Cash of acquisition). the date or less from months maturity(with an original of three part an integral the standalone financial statements. of form and other notes above to referred notes The

Standalone Statement of Cash Flow Flow of Cash Statement Standalone 2020 31 March ended year the for DIN: 00509751 DIN: 122632 37556 Ramesh Vaze Officer No: No: No: 101248W/W-100022 Registration Firm’s Pothana Balajirao Partner Financial Membership Membership Shrikant Mate Mumbai Chief ICAI Mumbai 2020 26 May Accountants Chartered 170 As per our report of even date attached. per our report date As of even LLP B S R & Co. For Financial Statements

t 173 2019-20

Report Annual Annual (Currency : Indian Rupees in crores) (Currency Sale of goods of of control upon transfer is recognised Revenue that in an amount customers goods to promised Company which the consideration reflects the those goods. for in exchange expects receive to the sale of goods is recognised from Revenue is transferred in time when control the point at / which is usually on dispatch the customer to delivery. based on the transaction is measured Revenue for adjusted which is the consideration, price, as any, if returns, and rebates discounts, volume contracts with the customers. specified in the customers collected from taxes excludes Revenue the shor Due to on behalf of the government. there customers, to period given of credit nature contract. in the component is no financing it does not have an unconditional right to defer defer right to an unconditional it does not have least twelve at of the liabilitysettlement for Terms aftermonths the reporting period. the option of the at of a liability could, that the by its settlement in result counterparty, issue of equity its do not affect instruments classification.

The Company has adopted Ind has adopted AS 115 Revenue Company The with effect from with customers, contracts from 01 April 2018. Ind AS 115 establishes principles for amount, reporting about the nature, information timing and uncertainty and cash flows of revenues with its customers. the contracts arising from a An entityAn all other liabilities as non- shall classify current. cycle the acquisition is the time between operating An in cash or and their realisation processing of assets for cash equivalents. of servicesBased on the nature and the time between their and processing for assets of acquisition the the Company in cash and cash equivalents, realisation has ascertained cycle for as 12 months its operating – non-current of the purpose classification of current assets and liabilities. Significant accounting policies accounting Significant 3.1 Revenue 3

cycle Operating (d) Level 3: inputs for the asset or liability that are not the asset or liability are that 3: inputs for Level based on observable market (unobservable data inputs). Level 2: inputs other than quoted prices included prices 2: inputs other than quoted Level observable asset or the are 1 that for in Level or indirectly as prices) either directly (i.e. liability, prices). from derived (i.e. Level 1: quoted prices (unadjusted) in active (unadjusted) prices 1: quoted Level assets or liabilities. identical markets for the liability is due to be settled within twelve liabilitythe twelve within be settled to is due aftermonths the reporting period; or it holds the liability the purpose of primarily for trading; it expects settle the liability to in its normal cycle; operating the asset is cash or a cash equivalent unless the the asset is cash or a cash equivalent or used being exchanged asset is restricted from after months least twelve at settle a liabilityto for the reporting period. it expects to realise the asset within twelve the asset within twelve it expects realise to aftermonths the reporting period; or it holds the asset primarily for the purpose of it holds the asset primarily for trading; it expects to realise the asset or intends to sell or to the asset or intends it expects realise to cycle; it in its normal operating consume If the inputs used to measure the fair value of an of value fair the Ifmeasure to used inputs the fair of the levels different asset or a liabilityfall into is measurement then the fair value hierarchy, value of the in the same level in its entirety categorised is input that level as the lowest hierarchy fair value Company The measurement. to the entire significant value of the fair levels between transfers recognises the end of the reporting at period during hierarchy which the change has occurred. - - different levels in a fair value hierarchy based on the value hierarchy a fair in levels different as follows. techniques inputs used in the valuation - (c) (b) An entityAn shall classify all other assets as non-current. entityAn when- shall classify a liability as current (a) (d) (c) (b) An entity shall classify an asset as current when- entityAn shall classify an asset as current (a) Current / non-current classification Current 2.6

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for (Currency : Indian Rupees in crores) (Currency of Ind AS 116. Identification of a lease requiresof Ind of a lease Identification AS 116. uses Company The judgment. significant lease the assessing in judgment significant and the renewals) (including anticipated term rate. applicable discount as the the lease term determines Company The withnon-cancellable together period of a lease, extend to an option by both periods covered certain is reasonably to the lease if the Company an by periodsand option; covered that exercise is the lease if the Company terminate option to option. In that certainreasonably exercise not to reasonably is Company the whether assessing or extend a lease, an option to certain exercise to it a lease, terminate option to an exercise not to that facts circumstances and all relevant considers the Company for incentive an economic create or not extend the lease, to the option exercise to The the lease. terminate to the option exercise to is a change if there the lease term revises Company in the non-cancellable period of a lease. based on the is generally rate discount The to the lease specific rate borrowing incremental a portfolio of leases with or for being evaluated similar characteristics. The Company’s accounting policies and disclosures policies and disclosures accounting Company’s The both for of fair values, the measurement require financial and non-financial assets and liabilities. framework has an established control Company The of fair values, the measurement with respect to value fair significant all overseeing includes which the by values fair 3 Level including measurements, reviews regularly management The management. unobservablesignificant valuation inputs and If party third adjustments. such as broker information, fair values, or pricing services, measure quotes is used to obtained assesses the evidence then the management parties the third supportfrom to that the conclusion of Ind AS, meet the requirements such valuations in which hierarchy fair value in the the level including should be classified. such valuations of a financial asset or a measuring the fair value When uses observableCompany market the financial liability, into categorised are values Fair as far as possible. data Measurement of fair values Measurement 2.5

ompany Limited ompany unutilised business loss and depreciation carry- depreciation and loss business unutilised are tax assets Deferred and tax credits. forwards that it is probable the extent that to recognised against be available will income taxable future which the deductible temporary differences, carry-forwards depreciation losses, unused tax utilised. be could and unused tax credits debts doubtful for Allowances doubtful for makes allowances Company The of the recoverability debts based on an assessment identification The and other receivables. of trade and use of judgments of doubtful debts requires expectationthe different is Where estimates. will such difference estimate, the original from impactcarryingthe and other trade of the value in the and doubtful debts expenses receivables has been changed. period in which such estimate of financial instruments movement value Fair to be required are financial instruments All In recognition. on intial fair value at measured required which are case of financial instruments amortised at measured subsequently cost, to interest using the effective is accrued interest policy accounting on financial Refer method. instrument. development assets under Intangible Development expenditure is capitalised as part is capitalised expenditure Development of only if the development, of the fragrance the cost the product reliably, can be measured expenditure feasible, and commercially is technically or process and the probable benefits are economic future to resources and has sufficient to intends Company and sell the asset. development complete Impairment losses on investment its carrying reviews of value Company The carried amortised at annually, investments cost for is indication when there frequently or more is less amount Ifimpairment. the recoverable than its carrying the impairment loss is amount, for. accounted contains whether an arrangement Determining a lease if an arrangement evaluates Company The requirements to be a lease as per the qualifies d. e. f. g. h. S H Kelkar and C

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for 172 Financial Statements 175 2019-20

Report Annual Annual (Currency : Indian Rupees in crores) (Currency has a legally enforceable right to set off the right to has a legally enforceable and amounts; recognised the gross carryingthe gross of the financial asset; or amount the amortised of the financial liability. cost Current tax Current the expected tax comprises tax payable Current or loss for on the taxable income or receivable the tax payable to adjustment and any the year The years. in respect of previous or receivable tax reflects the best estimate of current amount or be paid expected of the tax amount to any, if after the uncertainty, considering received It using tax is measured taxes. income to related the enacted by enactedsubstantively or rates tax tax also includes any Current reporting date. dividends. arising from tax liabilities are tax assets and curent Current Company: the only if, offset a)

- the trust shall not be lower than the statutory rate of than the statutory rate lower the trust shall not be under Government Central the by declared interest and Miscellaneous Funds Provident the Employees has an the Company Accordingly, 1952. Act, Provisions between the shortfall, make good to obligation if any, and the Trust of the the investments from the return respect this in is obligation And an rate. interest notified of independent on the basis and accounted measured above. actuarial as stated valuation Dividend income is recognised in the standalone is recognised Dividend income on which the date or loss on the of profit Statement established. is payment the receive to right Company’s Interest income or expense is recognised using the recognised is or expense income Interest interest ‘effective The method. rate interest effective future estimated exactly that discounts is the rate rate’ of the expected life through or receipts cash payments to: the financial instrument - and deferred current Income comprises tax expense or of profit in the Statement tax. It is recognised a business to it relates the extent that to loss except directlyequity in or recognised items or combination, income. in other comprehensive Recognition of dividend income, interest interest of dividend income, Recognition or expense income tax Income 3.4  3.5

i calculate the present value of economic benefits, benefits, of economic value the present calculate applicable minimum any to is given consideration funding requirements. Re-measurement of the net defined benefit actuarial which comprise gains and liability, on plan assets (excluding the return losses, ceiling (if any, asset and the effect of the interest) immediately recognised are interest), excluding Net (OCI). income in other comprehensive on the net defined (income) expense interest the applying by liabilityis computed (assets) the defined measure used to rate, discount of the annual at the beginning benefit obligation the then-net defined liabilityperiod to (asset) changes as a result any after taking account into during the and benefit payments of contribution and other expenses expense Net interest year. recognised benefit scheme are gratuity to related or loss. of profit in the standalone Statement changed or when the benefits of a plan are When a plan is curtailed,in benefit change the resulting past service to the gain or loss on or relates that or in profit immediately curtailment is recognised and losses on gains recognises Company The loss. the of a defined benefit plan when the settlement occurs. settlement The Company has an obligation towards gratuity, a gratuity, towards has an obligation Company The employees. eligible covering defined benefit scheme payable benefits gratuity for accounts Company The actuarial based on an independent in future valuation the Company's Also, above. method as stated the Gratuity fund to paid/ payable contribution is the Company the trust set up by managed by of in the standalone Statement as expense recognised and loss during the period in which the employee profit service. the related renders fund trust Provident a provident benefits from receive employees Eligible by managed and plan benefit defined a is which fund Both the employee the Company. the trust set up by the to contributions make monthly and the Company a specified percentage fund plan equal to provident which at rate The salary. employee’s of the covered the beneficiaries of to is payable the annual interest Gratuity Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for (Currency : Indian Rupees in crores) (Currency Defined contribution plans contribution Defined a post-employment is plan contribution A defined fixed benefit plan under which an entity pays entity have will and separate a into contributions further pay to obligation constructive or legal no amounts. specified monthly makes Company The and Insurance State Employee to contributions an as recognised are and Fund Welfare Labour expense in the standalone benefit employee basis. and loss on an accrual of profit Statement a defined Fund, Superannuation to Contribution pre-determined at made is scheme, contribution and is Trust Fund the Superannuation to rates of profit the standalone Statement to charged other than no obligations are There and loss. the Superannuation to payable the contribution Trust. Fund Defined benefit plans benefit A defined benefit plan is a post-employee The contribution plan. plan other than a defined in respect of defined net obligation Company’s for each separately benefit plans is calculated benefit of future the amount estimating plan by and earned in the current have employees that and amount that discounting prior periods, plan assets. deducting of any the fair value of defined benefit obligations calculation The is performed a qualified actuary annually by When method. unit credit using the projected the asset for in a potential results the calculation the to asset is limited the recognised Company, in available benefits economic of value present the plan or from refunds future of any the form To the plan. to contributions reductions in future as the related service is provided. These benefits These service is provided. as the related such as absences compensated include bonus and and sickness leave. paid annual leave be expected to the amount for A liability is recognised constructive legal or has a present paid if the Company of past as a result this amount pay to obligation of the amount and the employee service by provided reliably. can be estimated obligation benefits employee employment Post i ii ompany Limited ompany Technical know how is recognised on accrual on accrual know is recognised how Technical basis. incentives Export Export principally of focus comprise incentives and other export market scheme, incentive benefits under these incentive The schemes. based on the guidelines available schemes are the schemes by respective for formulated are incentives These authorities. government the to basis on accrual as revenue recognised is certain. realisation that extent it is probable Rental income and Technical know how know and Technical income Rental sub- from income (including Rental income is under other income, leasing), included the over basis on a straight-line recognised are the rentals where of the lease except term in line with expected increase structured to inflation. general Short-term benefits employee are benefits obligations Short-term employee expensed basis and are on an undiscounted measured Foreign currency transactions Foreign into translated are currencies in foreign Transactions functional currency exchange the at Company's the of the transactions. the dates at rates Monetary in foreign assets and liabilities denominated the functional into currency translated are currencies Non- reportingthe at date. rate exchange the at monetary at measured are assets and liabilities that the into currencytranslated are a foreign in value fair the when functionalrate currency the exchange at Non-monetary determined. was fair value assets and in cost based on historical measured are liabilities that currency not translated. are a foreign all transactions branch, are In respect of foreign of transaction on the date prevailing rates at translated of the date at the actual rate approximates or that transaction. monetary Branch assets and liabilities are end rates. the year at restated recognised are differences currency exchange Foreign or loss. of profit in the Statement Employee benefits Employee Foreign currency Foreign S H Kelkar and C

3.3 3.2

c

b Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for 174 Financial Statements 177 2019-20

8 years 5 years 3 years 10 years 10 years 8-15 years 30-60 years 10-15 years Report Annual Annual Useful life as per Schedule II life Useful (Currency : Indian Rupees in crores) (Currency use in the production or supply of goods or purposes; or services administrative or for sale in the ordinary of business is course Property in the Investment as recognised books. Recognition and measurement Recognition Property (building or part of a building or both) yields or for rental long term is held for that than for: or both, rather capital appreciation i. ii. Assets acquired under finance leases are leases are under finance acquired Assets the shorter over the lease term of depreciated unless it is reasonably and their useful lives will obtain ownership certain the Company that in which case the term, the end of the lease by similar assets applicable for rates depreciation applied. are the Company by owned land is not depreciated. Freehold plant and equipment less their estimated less their estimated and equipment plant useful lives the estimated over values residual under Schedule except II of the Act, prescribed Machinery’, and ‘Plant certainfor in assets and assessment based on internal where carried management out, evaluation technical which years, 20 is life the useful that believes 15 of life useful the from different and higher is C of Schedule Part under II as prescribed years 2013. Act, of the Companies 8 years 5 years 3 years 10 years 10 years 15-20 years 30-60 years 10-15 years Life defined Life i Investment property:Investment 3.9

Furniture and fixtures Furniture Plant and machineryPlant Electrical installation Motor cars and vehicles Office equipments Buildings - equipments and development Research Computers Tangible assets Tangible Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. each reporting at and adjusted date reviewed are values and residual useful lives methods, Depreciation The estimated useful lives of items of property, plant and equipment are as follows: are and equipment plant of property, of items useful lives estimated The If significant parts of an item of property, plant If parts plant significant of property, of an item lives, useful different have equipment and as for and depreciated accounted then they are of property, (major components) items separate and equipment. plant of of an item gain or loss on disposal Any in is recognised and equipment plant property, and loss. of profit the Statement expenditure Subsequent is capitalised only if it expenditure Subsequent benefits economic the future that is probable to the flow will with the expenditure associated Company. Depreciation Depreciation is calculated using the straight- is calculated Depreciation of property, of items line method on cost Borrowing costs are interest and other costs (including and other costs interest are costs Borrowing currency foreign to relating differences exchange an as regarded they are that the extent to borrowings in connection incurred costs) interest to adjustment are that costs Borrowing of funds. with the borrowing or construction the acquisition directly to attributable period takes a substantial necessarily of an asset that capitalised use are its intended for get ready of time to as part it is ready asset till the date of that of the cost are Other costs use or sale. borrowing its intended for in the period as an expense in which they recognised incurred. are Borrowing costs Borrowing 3.8

ii. iii.

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for (Currency : Indian Rupees in crores) (Currency its purchase price, including import price, duties its purchase after taxes, purchase and non-refundable and rebates. deducting discounts trade the of bringing directly attributable cost any necessarycondition and its location asset to in the be capable of operating it to for management. by manner intended and of dismantling costs the estimated on site the restoring and item the removing which it is located. b) c) the incidental to Income related and expenses not necessary to bring the item to operations, be necessary it to condition and location the for by in the manner intended capable of operating in the standalone recognised are management, and loss. of profit Statement Recognition and measurement Recognition are equipment and plant Itemsof property, depreciation less accumulated cost at measured any. if losses, impairment and accumulated and plant of property, of an item cost The comprises: equipment a) The comparison of cost and net realisable value is value net realisable and of cost comparison The basis. made on an item-by-item i manufactured inventories and work in progress, cost cost in progress, and work manufactured inventories production fixed of share includes an appropriate capacity based normal of operating overheads production facilities. in the selling price is the estimated value Net realisable of costs less the estimated ordinary of business, course necessary costs make estimated and the to completion the sale. is of work-in-progress value net realisable The of prices the selling to with reference determined and other materials finished products. Raw related use in the production of finished supplies held for in except cost below down not written products are declined and it is have prices material cases where of the finished products will the cost that estimated value. their net realisable exceed Property, plant and equipment plant Property,

3.7

ompany Limited ompany intends either to settle on a net basis, or a net basis, settle on either to intends the liability the asset and settle realise to simultaneously. b) Deferred tax Deferred respectin temporaryof recognised is tax Deferred carrying the between amounts differences reporting financial for of assets and liabilities used amounts purposescorresponding the and purposes: taxation for the extent to recognised tax assets are Deferred will taxable profits future that it is probable that The used. can be which they against be available evidence is strong of unused tax losses existence available. not be may taxable profit future that losses, in case of a history of recent Therefore tax asset a deferred recognises the Company taxable it has sufficient the extent that only to convincing is there or temporary differences be profit will taxable sufficient that evidence tax asset against which such deferred available tax assets recognised Deferred can be realised. each reporting at reviewed are or unrecognised it is no that the extent to reduced and are date will benefit tax related the that probable longer be realised. are that rates tax the at measured is tax Deferred temporary be applied to expected to differences enacted or using tax rates when they reverse, enacted the reporting by date. substantively tax reflects the of deferred measurement The the from follow would that tax consequences the at expects, Company the which in manner or settle the carrying recover to reporting date, of its assets and liabilities. amount The cost of inventories is based on weighted average average is based on weighted of inventories cost The in acquiring incurred and includes expenditure formula of production or conversion costs the inventories, the inventories in bringing incurred and other costs In and condition. the case of location their present to Inventories comprise of raw materials, packing materials, of raw comprise Inventories and finished goods which work-in-progress materials, value. realisable and net of cost carried the lower at are S H Kelkar and C 3.6 Inventories

for the year ended 31 March 2020 31 March ended year the for Notes to the Standalone Financial Statements Financial Standalone the to Notes ii 176 Financial Statements 179 2019-20

Report Annual Annual investment basis. ‑ investment (Currency : Indian Rupees in crores) (Currency ‑ by the asset is held within a business the asset is held within by model whose objective is achieved collectingboth flows cash contractual assets; and and selling financial the financial of terms the contractual to rise on specified dates asset give of solely payments are that cash flows on the principal principal and interest outstanding. amount All financial assets not classified as financial assets All amortised at measured as or FVOCI cost FVTPL. at measured are described above financial assets. includes all derivative This may the Company On initial recognition, a financial asset that designate irrevocably be otherwise to meets the requirements amortisedat as at FVOCI measured at or cost FVTPL or significantly if doing so eliminates that mismatch an accounting reduces otherwisewould arise. or trading held for are assets that Financial managed and whose performanceare is measured basis are on a fair value evaluated FVTPL. at andSubsequent gains and measurement losses at measured subsequently assets are These including losses, and gains Net value. fair are or dividend income, interest any of in the standalone statement recognised or loss. profit A debt investment is measured at FVOCI if it at is measured A debt investment and conditions the following meets both of FVTPL: as at is not designated − − of an equity On initial recognition the trading, is not held for that investment elect present to irrevocably may Company fair changes in the investment’s subsequent as FVOCI – equity in OCI (designated value electionThis on an is made investment). investment iii FVTPL assets at Financial

ts amortised cost; or cost; amortised or loss profit through fair value (FVTPL); or fair value through other (FVOCI) - debt income comprehensive or equity investment investment the asset is held within a business hold model whose objective is to collect cash flows; assets to contractual and of the financial terms the contractual to rise on specified dates asset give of solely payments are that cash flows on the principal principal and interest outstanding. amount Recognition and initial measurement Recognition and debt instruments receivables Trade they when recognised initially are issued assets financial other All originated. are when the Company initially recognised are a partybecomes contractual the to of the instrument. provisions at fair A financial asset is initially measured In the case of financial assets which value. profit through fair value at recognised are and loss (FVTPL), the transaction are costs of in the standalone statement recognised the transaction In other cases, and loss. profit value acquisition the to attributed are costs of the financial asset. a financial asset is On initial recognition, at classified as measured - not reclassified are assets Financial their initial recognition, to subsequent if and in the period the Company except managing changes its business model for financial assets. at amortised A financial asset is measured if it meets both of the following cost as at and is not designated conditions FVTPL: − − Financial assets Financial ii. Classification Financial 3.11 Financial Instrumen a. i. - -  Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for 5 Years 5 years 3 years 10 years 10 years 5 years (Currency : Indian Rupees in crores) (Currency Patent and trademarks Patent Non compete fees fees Non compete Formulation (internally generated) generated) (internally Formulation Formulation Formulation Technical know-how Technical increases the future economic benefits embodied economic the future increases All other relates. to which it in the specific asset on internally expenditure including expenditure, in is recognised goodwill and brands, generated or loss as incurred. of profit the Statment Amortisation cost off the Amortisation write to is calculated residual assets less their estimated of intangible method over using the straight-line values in and is included useful lives, their estimated and amortisationdepreciation in the standalone and loss. of profit statement Computer SoftwareComputer Subsequent expenditure is capitalised only when it when only capitalised is expenditure Subsequent if the expenditure can be measured reliably, reliably, can be measured if the expenditure and is technically the product or process benefits economic future feasible, commercially and to intends and the Company probable, are development complete to resources has sufficient Otherwise,and sell the asset. in it is recognised or loss as incurred. profit of standalone Statement asset is the initial recognition, to Subsequent amortisation less accumulated cost at measured impairment losses. accumulated and any includes Intangible asset under development formulations. know- include tehnical Other assets, intangible fees, software and non compete computer how, initially are the Company by acquired which are assets are Such intangible cost. at measured less accumulated cost at measured subsequently impairment amortisation accumulated and any losses. expenditure Subsequent - values residual and Amortisationlives useful methods, if each reporting and adjusted at date reviewed are appropriate. - - - - Other intangible assets are amortisedOther the assets are intangible over below: as given useful lives estimated -

iii.

Other intangible assets intangible Other ii. Useful Useful 30 years life as per life Schedule II Life Life defined 30 years ompany Limited ompany Tangible Tangible assets Buildings Investment property at initially Investment measured is transaction costs including related its cost, costs. applicable borrowing and where is capitalised to expenditure Subsequent the assets carryingonly when it amount benefits economic future that is probable will flow with the expenditure associated item the of cost the and Company the to repairs other All reliably. can be measured when expensed are costs and maintenance part When investment an of incurred. carrying the property of is replaced, amount partthe replaced is derecognised. Depreciation on all Investment is provided Depreciation based on line basis, Property on straight in of the assets determined useful life The 3.7(iii) above. with para accordance below, as given useful lives estimated method are and depreciation values residual the end of each reporting at period, reviewed changes in estimate with the effect of any basis. on a prospective for accounted Fair value Fair property is based of investment value Fair valuer an independent by on a valuation and relevant who holds a recognised recent and has qualification professional and category in the location experience property being valued. of the investment property is of investment fair value The 5. disclosed in the Note Internally generated: Research anddevelopment Research generated: Internally Expenditure on research activities is recognised activities is recognised on research Expenditure as loss and of profit statement the standalone in incurred. is capitalised as part expenditure Development only development, of the fragrance of the cost Recognition and measurement Recognition Subsequent expenditure Intangible assets Intangible i.

S H Kelkar and C

3.10

 ii. iii. Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for iv. 178 Financial Statements 181 2019-20

Report Annual Annual (Currency : Indian Rupees in crores) (Currency Company as Lessee Company a lease if the contract or contains, is, A contract the use of an control to the right conveys for a periodexchange of time in asset identified consideration. for right-of-use asset recognises Company The use the underlying asset its right to representing commencement the lease at the lease term for of the right-of-use cost The asset measured date. of of the amount shall comprise inception at liability the lease of measurement the initial or made at lease payments any for adjusted lease less any date the commencement before initial direct costs plus any received, incentives be incurred to of costs and an estimate incurred the and removing the lessee in dismantling by the underlying underlying asset or restoring right-of-The on which it is located. asset or site less cost at measured use assets is subsequently accumulated depreciation, accumulated any any for and adjusted if any impairment losses, right- The of the lease liability. remeasurement the straight- using is depreciated of-use assets date commencement the from method line the shorter of or useful life over of lease term of useful lives estimated The right-of-use asset. same the on right-ofdetermined are assets use and equipment. plant basis as those of property, impairment for Right-of-use tested assets are their that indication any is there whenever carrying not be recoverable. may amounts in the is recognised if any, Impairment loss, and loss. of profit statement the lease liability the at measures Company The not are that of the lease payments value present The of the lease. date the commencement paid at using the interest discounted are lease payments be can rate that if lease, the in implicit rate cannot be readily If rate that determined. readily uses incremental the Company determined, leases with reasonably For rate. borrowing i that may, but will probably not, require an outflow an outflow require not, but will probably may, that of a is a possible obligation there When of resources. in respect of of which the likelihood obligation present is made. no provision remote, is resources of outflow 3.13 Leases

terms is recognised at fair value. The The fair value. at is recognised terms the carrying between of amount difference the financial liabilityextinguished and the new financial liability terms is with modified or loss. in profit recognised are liabilities financial and assets Financial in the presented and the net amount offset only when, the sheet when, and balance has a legally enforceable currently Company and it intends set off the amounts right to settle them on a net basis or to either to the asset and settle the liability realise simultaneously. Derivative financial instruments Derivative financial uses derivative Company The currency forward such as foreign instruments, currency risks. foreign its hedge to contracts, are instruments financial Such derivative on on the date fair value at initially recognised and into is entered contract which a derivative re-measured at fair value subsequently at are changes therein each reporting Any period. loss and in the profit recognised generally are account. in subsidiaries and joint venture Investment in the investments for accounts Company The venture of subsidiariesequity and joint shares with Ind AS 27- Separate in accordance cost at Statements. Financial Provisions and contingent liabilities and contingent Provisions c. A provision is recognised if, as a result of a past event, of a past event, as a result if, is recognised A provision constructive or legal present a has Company the and it is reliably, can be estimated that obligation benefits will of economic an outflow that probable are Provisions settle the obligation. to be required cash the expected future discounting by determined reflects market at a pre-tax current that rate flows of money and the risks of the time value assessments of the discount The unwinding to the liability. specific cost. as finance is recognised liability is made when a contingent for A disclosure obligation or a present is a possible obligation there

3.12 d. Offsetting iv.

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for trading, or it is a ‑ trading, (Currency : Indian Rupees in crores) (Currency the transferred assets, the transferred assets assets transferred the assets, transferred the not derecognised. are and initial measurement Recognition recognised initially financial liabilities are All a party becomes the when the Company to of the instrument. provisions contractual at A financial liability is initially measured In the case of financial liabilities fair value. through fair value at recognised which are and loss (FVTPL),profit the transaction in the standalone recognised are costs In other cases, and loss. of profit statement the to attributed the transaction are costs measurement or issue of financial liability. acquisition subsequent Classification, and gains and losses classified as are liabilities Financial amortised at measured or FVTPL. cost A financial liability at classified as is FVTPL if it is classified as held‑ for as such on initial or it is designated derivative FVTPL liabilities at Financial are recognition. and gains net and value fair at measured are expense, interest including any losses, of in the standalone statement recognised are or loss. Other financial liabilities profit amortised at measured subsequently cost method. Interest interest using the effective gains and exchange and foreign expense in the standalone recognised losses are gain or loss Any or loss. of profit statement in profit is also recognised on derecognition or loss. a financial derecognises Company The liabilityare obligations contractual when its or expire. or cancelled, discharged a financial also derecognises Company The modified and the liability are when its terms are terms under the modified cash flows a new In this case, different. substantially financial liability based on the modified Financial liabilities Financial i. b. ii  iii. Derecognition ompany Limited ompany These assets are subsequently measured measured subsequently assets are These amortisedat using the effective cost amortised The is cost method. interest Interest impairment losses. by reduced and losses gains exchange foreign income, in the recognised are and impairment Any loss. or of profit standalone statement is recognised gain or loss on derecognition or loss. of profit in the standalone statement FVOCI at Debt investments measured subsequently assets are These under the income Interest fair value. at exchange foreign method, interest effective are gains and losses and impairment in the standalone statement recognised or loss. Other net gains and losses of profit derecognition, On OCI. in recognised are in OCI are gains and losses accumulated or loss. to profit reclassified FVOCI at Equity investments measured subsequently assets are These as recognised Dividends are fair value. at or loss unless the dividend in profit income of part a recovery of the clearly represents Other gains and net of the investment. cost not in OCI and are recognised losses are or loss. to profit reclassified a financial asset derecognises Company The flows cash the to rights contractual the when or it transfers expire, the financial asset from cash the contractual receive the rights to in a transaction in which substantially flows of of ownership all of the risks and rewards or in which transferred the financial asset are nor retains neither transfers the Company of all of the risks and rewards substantially of control and does not retain ownership the financial asset. transactions into enters If the Company on assets recognised in which it transfers either all or but retains sheet, its balance of all of the risks and rewards substantially

S H Kelkar and C

Financial assets at amortised assets at cost Financial   Derecognition iv. Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for 180 Financial Statements 183 2019-20

Report Annual Annual (Currency : Indian Rupees in crores) (Currency Standards issued but not yet effective Standards issued but not yet notifies new Ministry ("MCA") Affairs of Corporate standards. the existing to or amendments standard been would have which is no such notification There 01 April 2020. applicable from Where events occurring after the Balance Sheet date date Sheet occurring after Balance the events Where the end at existed that of conditions evidence provide of the reporting is the impact period, of such events Otherwise, within the financial statements. adjusted or size of material Sheet date after the Balance events only disclosed. are nature a as recognised is equity to Dividend shareholders in equity, liability shareholders’ and deducted from the by approved the period in which the dividends are meeting. in the general equity shareholders loss or Profit the dividing by computed is EPS Basic of the Company the equityattributable to shareholders number of Ordinary shares average the weighted by EPS is computed Diluted outstanding during the year. the to attributable loss or profit the adjusting by average ordinary and the weighted equity shareholders the effects of all number of ordinary for equity shares, Ordinary potential shares. dilutive by the Board on 10 August, 2017 and approved by by approved and 2017 August, on 10 the Board by 2017, on 01 November, of the Company shareholders the end of each at initially and shall be measured, of the the fair value reporting at settled, period until and be applying an option pricing model, by STARs, the over expense benefit as employee is recognised as liabilityThe is presented service relevant period. sheet. in the balance benefit obligation employee Recent accounting pronouncement accounting Recent Events after reporting date Events equityDividend to shareholders (EPS) Earnings per share 3.20 3.17 3.18 3.19

Impairment losses are recognised in the standalone recognised Impairment are losses and loss. of profit statement in is the higher of its value amount recoverable The in use is Value sell. to costs less use and its fair value discounted cash flows, future based on the estimated that using a pre-tax value rate discount their present to value of the time market assessments reflects current to the asset. of money and the risks specific loss has which impairment In respect assets for of the reviews the Company in prior periods, been recognised indication is any each reporting whether there at date When or no longer exists. the loss has decreased that recognised loss an impairment that is indication there asset) in earlier an asset (other than a revalued for have periods or may which no longer exists accounting the extent to impairment loss is reversed decreased, the standalone to charged previously was the amount assets, revalued of case In Loss. and Profit of statement is not recognised. such reversal Liability for the Company’s Employee Stock Stock Employee the Company’s Liability for to pursuant granted Rights (STARs), Appreciation Rights Appreciation Stock Employee the Company’s adopted which was 2017 of the Company Scheme, Cash and cash equivalents in the balance sheet in the balance and cash equivalents Cash short-termand hand on and banks at cash comprise months maturitywith an original deposits of three subject of risk an insignificant which are to or less, changes in value. cash of cash flows, the purpose of the statement For short-termof cash and consist and cash equivalents bank net of outstanding defined above, as deposits, part an integral of considered as they are overdrafts cash management. the Company’s Employee Stock Appreciation Rights Scheme: Appreciation Stock Employee Cash and cash equivalents Cash 3.16 3.15

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for

(Currency : Indian Rupees in crores) (Currency it is an operating lease. The Company recognises recognises Company The lease. it is an operating leases operating under received payments lease the basis over on a straight-line as income lease term. Transition to Ind AS 116 Ind to Transition through Ministry (“MCA”) Affairs of Corporate Standards) (Indian Accounting Companies (Indian Companies 2019 and Rules, Amendment Amendment Second Standards) Accounting Leases which has notified Ind AS 116 Rules, Ind AS lease standard, existing the replaces Ind AS interpretations. and other leases, 17 the recognition, 116 sets out the principles for of and disclosure presentation measurement, a It both lessees and lessors. introduces leases for model sheet lease accounting on-balance single, lessees. for Ind has adopted effective AS 116, Company The annual reporting 1 April, period beginning its leases, to 2019 and applied the standard of effect cumulative the with retrospectively, on recognised initially applying the Standard, 2019). (1 April, of initial application the date has not restated Company the Accordingly, the cumulative instead, information, comparative has been effect of initially applying this standard the opening to adjustment as an recognised 2019. earnings as on 1 April, of retained balance Ind under AS 17 - Rental year In the previous pertainingexpense properties to taken on on a recognised leases is generally operating of the relevant the term basis over straight-line structured solely to are the rentals Where lease. to inflation in line with expected general increase expected inflationary the lessor’s for compensate in recognised are such increases increases, cost in which such benefits accrue. the year ii The Company's non-financial assets, other than assets, non-financial Company's The at reviewed are tax assets, and deferred inventories is any whether there determine each reporting to date exists, such indication If of impairment. indication any An estimated. is amount then the asset's recoveable if the carrying loss is recognised impairment amount amount. recoverable its estimated of an asset exceeds Impairment of non-financial assets 3.14

ompany Limited ompany similar characteristics, the Company, on a lease the Company, similar characteristics, incremental adopt either the may basis, lease by or the to the lease specific rate borrowing the portfolio as for rate borrowing incremental shall include fixed payments lease The a whole. residual payments, lease variable payments, of a purchase price exercise guarantees, value certain is reasonably the Company option where of penalties option and payments that exercise to reflects if the lease term the lease, terminating for terminate to option an lessee exercising the lease liability The is subsequently the lease. the carrying increasing by to amount remeasured reducing the on the lease liability, reflect interest carrying reflect payments lease the to amount carrying the and remeasuring made to amount or lease modifications reassessment reflect any lease fixed revised in-substance reflect or to the amount recognises company The payments. of the re-measurement of lease liability due to to the right-of-use as an adjustment modification and loss depending of profit asset and statement the Where of modification. upon the nature carrying of the right-of-use amount asset is is a further and there reduction zero to reduced the of the lease liability, in the measurement of amount remaining any recognises Company and of profit the re-measurement in statement loss. has elected apply the not to Company The short- to Indof Leases 116 AS requirements a lease term have leases of all assets that term which the or less and leases for of 12 months lease The value. underlying asset is of low are leases these with associated payments basis on a straight-line as an expense recognized the lease term. over as Lessor Company of the lease the Company the inception At classifies each of its leases as either an operating lease. lease or a finance makes an the Company classify each lease, To of whether the lease transfers assessment overall incidental all o f the risks and rewards substantially of the underlying If asset. ownership this is the to lease; if not then the lease is a finance then case,

S H Kelkar and C

ii

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for 182 Financial Statements 185

2019-20

Nil). - 2019 March (31 year current the during loss impairment any recognised not has Company The 3. `

The Company has not capitalised any borrowing cost and foreign exchange differences during the current and previous year. previous and current the during differences exchange foreign and cost borrowing any capitalised not has Company The Report 2. Annual Annual

assets’. Use of ‘Right to Equipment’ & Plant ‘Property, from reclassified

The Company adopted Ind AS 116 effective 1st April 2019. Consequently, the office equipments and motor cars acquired under finance lease agreements has been been has agreements lease finance under acquired cars motor and equipments office the Consequently, 2019. April 1st effective 116 AS Ind adopted Company The 1.

0.01 crores 0.01 than less in *Amount `

Capital work in Progress in work Capital 3.67 3.67 5.33

119.77 119.77 117.00 31.35 0.74 0.00 8.13 23.96 148.35 0.91 5.53 143.73

0.37 0.37 0.27 0.86 - - 0.10 0.76 1.13 - - - 1.13 cars Motor -

0.01 0.01 0.01 0.34 - - 0.34 0.35 - - - 0.35 equipments Office -

Assets under lease under Assets

0.70 0.70 0.56 0.47 0.08 - 0.13 0.42 1.03 0.09 - - 1.12 vehicles and cars Motor

installations

1.40 1.40 1.37 1.73 - - 0.24 1.49 3.10 - - 0.21 2.89 and equipment Electrical

19.62 19.62 19.16 5.65 0.64 - 1.57 4.72 24.81 0.80 - 1.27 24.34 machinery and Plant

1.48 1.48 1.35 1.28 *0.00 0.01 0.42 0.85 2.63 - 0.15 0.15 2.33 equipment Office

0.91 0.91 0.71 1.07 0.01 - 0.39 0.69 1.78 0.01 - 0.19 1.60 Computers

4.83 4.83 4.09 2.40 - (0.03) 0.59 1.84 6.49 - (0.70) 0.52 6.67 fixtures and Furniture

equipments

6.81 6.81 8.59 2.75 0.01 0.02 0.89 1.85 11.34 0.01 0.55 2.14 8.66 - development and Research

8.02 8.02 7.16 3.17 - (0.02) 1.41 1.78 10.33 - (0.37) 0.90 9.80 improvements Leasehold

61.70 61.70 59.81 11.63 *0.00 0.02 2.39 9.22 71.44 *0.00 0.37 0.15 70.92 Buildings

13.92 13.92 13.92 - - 13.92 - - - 13.92 land Freehold

2018 2019 2019 year 2018 2019 year year 2018

31 March March 31 March 31 March 31 the during adjustment year the April 1 March 31 the during adjustment the during April 1

As at As at As at As Disposals Block for Charge at As at As Disposals Block Additions at As

Net Block Block Net Depreciation Accumulated Block Gross asset of Block

year) (previous equipment and plant Property, 4

(Currency : Indian Rupees in crores) in Rupees Indian : (Currency

for the year ended 31 March 2020 March 31 ended year the for

Notes to the Standalone Financial Statements Financial Standalone the to Notes

0.01 crores 0.01 than less in *Amount `

Capital work in Progress in work Capital 5.33 5.33 1.42

117.00 117.00 115.50 39.47 0.03 (1.00) 9.35 31.35 154.97 0.03 (1.48) 8.13 148.35

0.27 0.27 - - - (0.86) - 0.86 - - (1.13) - 1.13 cars Motor -

0.01 0.01 - - - (0.34) - 0.34 - - (0.35) - 0.35 equipments Office -

Assets under lease under Assets

0.56 0.56 0.51 0.60 - - 0.13 0.47 1.11 - - 0.08 1.03 vehicles and cars Motor

installations

1.37 1.37 2.20 2.06 *0.00 - 0.33 1.73 4.26 *0.00 - 1.16 3.10 and equipment Electrical

19.16 19.16 19.68 7.31 *0.00 - 1.66 5.65 27.00 *0.00 - 2.19 24.81 machinery and Plant

1.35 1.35 1.58 1.76 - - 0.48 1.28 3.34 - - 0.71 2.63 equipment Office

Computers 0.71 0.71 0.41 1.35 0.03 - 0.31 1.07 1.76 0.03 - 0.01 1.78

Furniture and fixtures and Furniture 4.09 4.09 5.26 3.09 - - 0.69 2.40 8.35 - - 1.86 6.49

equipments

Research and development - - development and Research 8.59 8.59 7.00 4.61 - - 1.86 2.75 11.61 - - 0.27 11.34

Leasehold improvements Leasehold 7.16 7.16 5.74 4.59 - - 1.42 3.17 10.33 - - - 10.33

Buildings 59.81 59.81 59.20 14.10 - - 2.47 11.63 73.30 - - 1.86 71.44

Freehold land Freehold - - 13.92 - - - 13.92 13.92 13.92 13.92 - - -

2019 2020 2020 year 116 AS Ind 2019 2020 year 116 AS Ind year 2019

31 March March 31 March 31 March 31 the during of impact year the April 1 March 31 the during of impact the during April 1

As at As at As at As Disposals Transition for Charge at As at As Disposals Transition Additions As at As Limited ompany

Block of asset of Block Gross Block Block Gross Accumulated Depreciation Depreciation Accumulated Net Block Block Net

equipment and plant Property, 4

(Currency : Indian Rupees in crores) in Rupees Indian : (Currency

for the year ended 31 March 2020 March 31 ended year the for S H Kelkar and C Notes to the Standalone Financial Statements Financial Standalone the to Notes 184 Financial Statements - 14 187 0.15 1.61 4.29 0.01 0.12 3.81 3.53 0.18 1.32 1.14 1.14 As at As at 2019 2018 19.97 13.92 70.14 62.67 (0.18) 31 March 31 March 31 March Net Block Net Block 0.01 0.12 3.81 3.53 0.07 0.09 6.26 2.44 As at As at 2020 2019 2019-20 18.59 18.59 70.14 62.67

75.10 66.24 March 31, 2019 March 31 March 31 March 31 March - - - Report Annual Annual 0.18 1.34 1.16 1.16 0.05 0.66 5.84 5.44 0.01 0.08 2.82 6.88 As at As at 2020 2019 (0.18) 11.99 22.73 12.94 31 March 31 March 31 March (Currency : Indian Rupees in crores) (Currency - - - for for for 6.58 0.03 0.63 4.29 1.63 0.01 0.03 2.16 7.10 1.44 March 31, 2020 March 10.74 Charge Charge Charge the year the year the year - - - - 5.41 0.02 0.03 1.55 3.81 0.05 0.66 5.84 5.44 As at As at 2019 2018 11.99 1 April 1 April 1 April Accumulated Depreciation Depreciation Accumulated Depreciation Accumulated 0.01 0.17 4.47 8.97 0.08 0.17 9.08 9.32 As at As at 2020 2019 18.59 18.59 82.13 68.51 97.83 79.18 31 March 31 March 31 March ------23.23 23.23 during during the year the year the year Disposals Disposals ------2.83 2.83 4.61 4.61 Internally Internally Internally Additions Additions Additions generated generated generated - - - - year year year 0.01 0.87 0.07 0.35 Gross Block Gross Block Gross 27.33 27.33 53.92 53.04 11.09 10.67 Additions Additions Additions during the during the - 0.17 1.64 8.10 0.01 0.17 4.47 8.97 As at As at 2019 2018 14.49 14.49 25.38 15.47 82.13 68.51 1 April 1 April 1 April considered doubtful considered considered good considered Non-current Loans ((unsecured) Non-current Loans Other assets intangible Other year) assets (previous intangible Intangible assets under development Patents Patents & Trademarks Patents & Trademarks Non compete fees Non compete fees Non compete Formulation Formulation Technical know-how Technical know-how Technical Computer software Computer software Computer Less: Allowance for bad and doubtful deposits for Allowance Less: - To other than related parties other than related To Security deposits - Block of asset Block of asset Notes: year. and previous during the current differences exchange and foreign cost borrowing has not capitalised any Company The 7 6 6 Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for As at 2019 As at 2018 14.30 14.30 13.83 13.83 31 March 31 March 31 March 31 March Net Block Net Block As at 2020 As at 2019 13.83 13.37 13.83 13.37 31 March 31 March 31 March 31 March 0.89 1.35 0.89 1.35 As at 2020 As at 2019 (Currency : Indian Rupees in crores) (Currency 31 March 31 March 31 March 31 March 0.47 0.46 0.47 0.46 the year the year the year the year Charge for for Charge Charge for for Charge 0.42 0.42 0.89 0.89 As at 2019 As at 2018 1 April 1 April 1 April 1 April Accumulated Depreciation Depreciation Accumulated Accumulated Depreciation Depreciation Accumulated As at 2020 As at 2019 14.72 14.72 14.72 14.72 31 March 31 March 31 March 31 March - - - - year year year year Disposals Disposals during the during the - - - - year year year year Additions Additions Additions Additions during the during the Gross Block Gross Gross Block Gross As at 2019 As at 2018 14.72 14.72 14.72 14.72 1 April 1 April 1 April 1 April ompany Limited ompany

S H Kelkar and C 19.50 crores). 2019 ` (31 March Property is ` 20.20 crores of Investment value Fair Buildings is classified as Investment property by the Company in accordance with IND AS-40 “Investment Property’’. “Investment with IND AS-40 in accordance propertyCompany by the Buildings is classified as Investment Investment property year) (previous Investment Investment property Investment

Block of asset Block of asset Buildings

Buildings

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for Description of Valuation Technique used: Technique Valuation Description of property of the investment fair value The property end. the year as at investment of its Valuations obtains Independent Company The of the investment a comparison involves direct approach comparison The Method. using the Direct Comparison derived been have for sale property offered property or are actually investment properties similar from been sold in arms-length to distance have that for accept) (and sellers willing to pay been willing to historically have buyers what demonstrates approach This in the same region. particularlyis market,and propertiessimilar propertiesand land the of competitive and open an in value the estimating in useful that the comparable that Given price. of the prevailing estimation a reasonable leads to approach This typically on a unit basis. traded are property; comparative their locational been assessed for the investment to have these instances in close proximity located are instances property. investment for assessment price while arriving the indicative at and disadvantages advantages 2. Value Fair property recognised external property appropriate by independent has been determined having of investment fair value The valuers, value measurement The fair and category in the location experience property of the recent and qualification valued. being professional used. techniques the valuation propertyinputs to based on the 3 fair value as a level has been categoried all of the investment for Notes: 1. 5 5 186 Financial Statements - - 189 0.87 3.96 0.09 1.47 4.67 2.53 8.76 1.97 1.08 7.99 0.07 0.47 0.48 0.14 0.16 3.33 0.09 4.67 0.29 2.24 2.53 0.07 0.07 15.94 2019-20

March 31, 2019 March 31, 2019 March March 31, 2019 March 31, 2019 March 31, 2019 March - - - - - Current Current 5.34 3.17 1.47 3.59 0.88 5.94 0.80 1.53 0.26 Report Annual Annual 1.44 1.30 0.17 0.68 3.59 0.78 0.10 0.88 0.14 0.12 0.26 11.10 (Currency : Indian Rupees in crores) (Currency March 31, 2020 March 31, 2020 March March 31, 2020 March March 31, 2020 March 31, 2020 March ------0.25 1.27 2.40 0.88 March 31, 2019 March March 31, 2019 March ------0.56 1.02 2.16 0.58 Non-current Non-current March 31, 2020 March March 31, 2020 March Keva Aromatics Private Limited Private Aromatics Keva Keva Fragrances Private Limited Private Fragrances Keva Limited Private Flavours Keva B.V Ingredients PFW Aroma Industries Pte Limited Fragrance Keva Limited Chemicals Private V N Creative Limited Constructions Private Keva Limited Saiba Industries Private Limited Chemicals Private VN Creative Limited Constructions Private Keva Capital advances Capital parties other than related To suppliers to Advance expenses Prepaid authorities with government Balances To other than related parties other than related To lining) straight (rent Other receivables Interest receivable from Income tax from receivable Interest parties related 43) note ( refer To charge)* cross ( expense Other receivables subsidiaries ** on loan to accrued Interest receivable tax refund VAT/Sales on returms) Others receivable (inventory parties related To 43)** note ( refer suppliers to Advance (unsecured, considered good) considered Other (unsecured, assets (unsecured, considered good) considered Other financial assets (unsecured, ** Details of interest accrued from companies/ body corporates in which a director of the Company is a director or firms of is a director a director in which of the Company in which a director body corporates companies/ from accrued ** Details of interest is a partnercompany ** Details of Advance to suppliers from companies/ body corporates in which a director of the Company is a director or firms in which a director of or firms director director which a is a in the Company of director which a in corporates body companies/ from suppliers to Details** Advance of is a partnercompany * Details of other receivables from companies/ body corporates in which a director of the Company is a director or firms of is a director which a director in of the Company in which a director body corporates companies/ from * Details of other receivables is a partnercompany 10  9 Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for ------0.10 7.86 4.00 55.45 61.61 12.42 33.17 93.30 267.91 267.91 267.81 March 31, 2019 March - - - - - Amount 7.86 4.03 0.01 55.45 25.20 71.19 12.42 33.17 93.30 302.63 302.63 302.63 (Currency : Indian Rupees in crores) (Currency March 31, 2020 March - 9,900 2,198 25,000 19,250 6,21,010 8,33,350 16,32,926 40,00,000 10,20,000 March 31, 2019 March 2,198 1,000 21,500 25,000 19,250 Number of shares 6,21,010 9,85,600 16,32,926 40,30,000 10,20,000 March 31, 2020 March ompany Limited ompany

Investment in subsidiaries and joint venture in subsidiaries and joint Investment cost at equityUnquoted shares in subsidiaryInvestment companies Limited Private Fragrances Keva ` 100 per share) value (face Keva Flavours Private Limited Limited Private Flavours Keva ` 100 per share) value (face Saiba Industries Private Limited Limited Saiba Industries Private ` 1,000 per share) value (face Keva Fragrance Industries Pte Ltd., Singapore Singapore Industries Pte Ltd., Fragrance Keva Dollar 1 per share) Singapore value (face Rasiklal Pvt Ltd., Hemani Agencies ` 100 per share) value (face Keva Chemicals Pvt Ltd., Chemicals PvtKeva Ltd., ` 10 per share) value (face Keva Europe BV ( face value Euro 1 per share ) 1 per share Euro value BV ( face Europe Keva in Joint venture Investment SpA & Fragrances Flavours Creative 1 per share) Euro value (face Other investments FVTPL at equityQuoted shares ` 10 per share)* value (face Ltd. Hico Products

S H Kelkar and C A)

GBP 1 per share) value (face UK Ltd. Keva

B) Total (A) Total Total (B) Total + (B) (A) Total of and market value book value aggregate The are non-current and unquoted investments quoted as follows: investments of quoted book value Aggregate investments of quoted market value Aggregate investments of unquoted value Aggregate of in value of impairment amount Aggregate investments Non-current investments

*The shares have been suspended from trading and the entity is under liquidation. The Investment has been written off in the books of the Company Company the books of the off in has been written Investment The and the entity is under liquidation. trading been suspended from have shares *The Nil. is considered and the market value

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for

8 188 Financial Statements - - - 191 2.95 6.71 3.34 0.20 0.81 5.08 0.19 6.08 0.18 0.01 0.19 2.73 6.00 26.00 28.73 20.00 26.00 10.25 (3.13) 2019-20

March 31, 2019 March 31, 2019 March 31, 2019 March March 31, 2019 March - - - - Report Annual Annual 0.09 1.51 0.81 0.16 1.16 0.01 1.17 2.09 6.00 8.09 6.00 6.00 *0.00 34.69 61.89 33.72 34.69 63.48 (Currency : Indian Rupees in crores) (Currency March 31, 2020 March 31, 2020 March March 31, 2020 March 31, 2020 March Cash and cash equivalents in the statement of cash flows in the statement and cash equivalents Cash 49) note benefit trust (refer employee of Company's account Current parties other than related To employees to Loans 'current'. loans are All or firms is a director in which a director of the Company in which a director body corporates companies/ to *Details of loans given is a partnerof company Limited Saiba Industries Private Keva Fragrances Private Limited Private Fragrances Keva Limited Private Flavours Keva Limited Private Aromatics Keva Limited Private Chemicals VN Creative KNP Industries Limited Pte Chemicals Pvt Ltd Keva with banks in: Balances accounts - current currency account earners foreign - exchange on hand Cash sheet in the balance and cash equivalents Cash purposes cash management used for Bank overdrafts Unclaimed dividend accounts parties related To subsidiaries* to Loans Limited Chemicals Private V N Creative (unsecured, considered good) considered loans (unsecured, Current Cash and cash equivalents Cash Other balances bank The Company's exposure to credit and currency risks, and loss allowances related to trade receivables are disclosed in Note 38. disclosed in Note are receivables trade to related and currency loss allowances and credit risks, to exposure Company's The 19). note (refer of book debts and other receivables of hypothecation way by secured are Borrowings *Amount in less than ` 0.01 crores 16 14 15 Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for - 1.53 1.53 1.53 2.70 2.10 2.66 49.86 17.83 (2.70) 125.81 125.81 185.96 113.51 March 31, 2019 March March 31, 2019 March March 31, 2019 March - - - 5.46 2.66 8.50 41.36 15.16 (5.46) 145.34 145.34 176.78 109.09 (Currency : Indian Rupees in crores) (Currency March 31, 2020 March March 31, 2020 March March 31, 2020 March 62,829 March 31, 2019 March - Number of units March 31, 2020 March ompany Limited ompany S H Kelkar and C

The loss allowance on trade receivables has been computed on the basis of Ind AS 109, Financial Instruments, which requires such allowance to to such allowance which requires Instruments, on the basis of Ind AS 109, Financial has been computed receivables on trade loss allowance The be very though it may low. risk even exists credit good on the basis that considered receivables trade for be made even Trade receivables Trade Unsecured good* - Considered - Significant increase in credit risk in credit increase - Significant - Credit impaired - Credit allowance** Loss - Less: receivables Net trade Work-in-progress goods Finished Packing materials Packing Raw materials in transit Raw materials Unquoted mutual funds Unquoted funds at FVTPLMutual Insta Fund Cash DHFL Pramerica Raw materials Raw materials Aggregate book value of unquoted investments unquoted of book value Aggregate of in value of impairment amount Aggregate investments Information about the Company's exposure to credit and market risks, and fair value measurement, is included in Note 38. is included in Note measurement, and fair value and market risks, credit to exposure Company's about the Information Trade receivables Trade Current investments Current Inventories which comprise raw materials, packing materials, work-in-progress and finished goods are carried at the lower of cost of carriedat the lower and finished goods are work-in-progress packing materials, materials, raw which comprise Inventories policy (See 3.6) detailed accounting in note value. and net realisable 2019: ` 2.37 crores). (31 March ` 1.76 crores to amounted during value the year write-down net realisable The to of inventories work-in- of finished goods and or changes in inventories consumed of materials included in cost are of inventories down write The and loss. of profit statement Standalone in the progress 19). note (refer both in hand and transit of Inventories of hypothecation way by secured are Borrowings 10.25 crores) due from firms, body firms, due from 2019: ` 10.25 crores) (31 March 2020 include ` 63.48 crores 31 March good) as at considered (unsecured, receivables Trade * partner is a in which a director companies or private or member. or a director corporates **

13 12

Inventories 11 Inventories Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for

190 Financial Statements

- - % 193 8.76 0.23 *0.00 *0.00 *0.00 55.76 9.98% 9.21% 5.27% 5.75% 0.96% 194.14 194.14 194.14 267.99 451.93 17.95% 10.60% (74.95) 2019-20

March 31, 2019 March March 31, 2019 March Report 31 March 2019 31 March Shares Annual Annual 3.30 3.30 3.30 8.76 *0.00 52.46 (0.25) 76,15,000 83,10,359 13,87,444 194.14 138.04 138.04 279.46 408.82 (56.10) (72.95) Number of 1,44,39,269 2,59,65,600 1,53,24,000 1,33,25,000 (Currency : Indian Rupees in crores) (Currency March 31, 2020 March March 31, 2020 March % 9.86% 7.57% 5.60% 5.92% 10.22% 18.22% 10.78% i. v. ii. iv. iv. iii. vi. vii. Note 31 March 2020 31 March Shares 79,07,541 83,73,212 Number of 1,44,39,269 2,57,49,524 1,52,29,000 1,39,35,100 1,06,91,139 Capital redemption reserve redemption Capital Opening Balance buy-back reserve to pursuant general from Transfer Closing Balance Closing Securities account premium Opening Balance Buy back of equity shares Closing Balance Closing 13 August 2019. 13 August 59.40 crores, being 2.28% of ` 59.40 crores, amount an aggregate for back 3,300,000 equity bought shares during the year Company The extinguished on back were bought equity The shares equity per 180 ` at capital equityshare. paid-up the total of share There are no shares reserved for issue under options as at 31 March 2020 ( Nil as at 31 March 2019) 31 March 2020 ( Nil 31 March as at issue under options as at for reserved no shares are There Shareholders holding more than 5% shares in the Company is set out below: the Company in shares than 5% holding more Shareholders 1,65,500 equity shares purchased by Mr. Ramesh Vaze on market on 31 March 2020 were in the pool with the clearing members as on 31 March 2020 were on market on 31 March Vaze Ramesh Mr. by purchased 1,65,500 equity shares 2020 is 2,59,15,024. as on 31 March Vaze Ramesh Mr. held by the number of equity shares 2020. Including purchase, the said 1,00,000 and 67,500 equity shares purchased by Mr. Kedar Vaze on market on 30 March 2020 and 31 March 2020 respectively, were in the pool the in were respectively, 2020 March 31 and 2020 marketon March 30 on Vaze Kedar Mr. by purchased equity67,500 and 1,00,000 shares as on 31 March Vaze Kedar Mr. by held the number of equity shares Includingwith the clearing 2020. members as on 31 March the said purchase, 2020 is 1,41,02,600. i. ii ` 10) each, fully year of ` 10 (Previous Equity shares paid-up Ltd. Pte. Two VI FDI (Singapore) Partners Capital Blackstone Ramesh V. Vaze* Ramesh V. KNP Industries Ltd. Pte. Kedar R. Vaze** Keva Constructions Private Limited Constructions Private Keva Stichting DepositaryStichting Markets Equity Emerging Pool Apg Series Fidelity Trust Investment Fidelity Markets Fund Emerging Other reserves reserve redemption Capital Securities premium account Securities premium General reserve shares Treasury Other reserves reserves STARs Retained earnings Other equity A. Notes: * * ** e c

Note: d 18 Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for - - 11.94 144.62 144.62 154.06 166.00 144.62 144.62 March 31, 2019 March March 31, 2019 March - Amount Amount 11.94 (3.30) 144.62 141.32 154.06 141.32 166.00 141.32 (Currency : Indian Rupees in crores) (Currency March 31, 2020 March March 31, 2020 March - - 1,19,35,500 14,46,20,801 14,46,20,801 15,40,64,500 14,46,20,801 March 31, 2019 March March 31, 2019 March - Number of shares Number of shares (33,00,000) 1,19,35,500 14,46,20,801 14,13,20,801 15,40,64,500 14,13,20,801 March 31, 2020 March March 31, 2020 March (Continued) ompany Limited ompany Shares extinguished Shares on buy-back issued during the year Shares the end of the year Outstanding at 10 (Previous year ` 10) each year of ` 10 (Previous Equity share fully paid-up of the year the beginning Outstanding at Terms / Rights Equity attached to shares Terms share dividends and to equally with regard rank all equity shares Accordingly, has a single class of equity shares. Company The voting The time. to time from dividend as declared receive to entitled are equityThe shares assets. residual in the Company’s of the paid-up equity in proportion capital of its share of hands) are to on a poll (not on show rights of an equityshareholder have payable presently sums other or call any which on respectin shares of exercised be cannot rights Voting Company. the not been paid. of the shares. forfeiture lead to may called up on shares amount any pay to Failure assets of the Company, the residual receive to will be entitled the holders of equity shares On winding up of the Company, in proportion amounts held. the number of equity to shares after distribution of all preferential remaining Reconciliation of number of shares outstanding at the beginning and end of the reporting the beginning outstanding at year: of number of shares Reconciliation Terms / Rights attached to each classes of shares to / Rights attached Terms S H Kelkar and C

i)  Authorised of ` 10 each Equity shares Preference shares of ` 10 each shares Preference up subscribed and paid Issued, of ` 10 each, fully paid-up Equity shares Equity share capital Equity share Equity share capital Equity share a b

17

17 Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for 192 Financial Statements - - 195 0.14 3.13 5.20 87.13 84.00 87.27 25.31 30.51 (0.14) 2019-20

March 31, 2019 March March 31, 2019 March - - Current 7.12 2.50 Report Annual Annual 2.76 52.50 50.00 59.62 (7.12) 13.43 16.19 (Currency : Indian Rupees in crores) (Currency March 31, 2020 March March 31, 2020 March - - - - 0.14 0.14 0.14 March 31, 2019 March 84.00 crores) carry interest ranging between 7.65% p.a. p.a. 7.65% between carry ranging crores) 84.00 ` interest - - - - Non-current 17.32 17.32 17.32 March 31, 2020 March 50.00 crores (previous year: year: (previous crores 50.00 ` (Secured) 2.5 Cr repayable on demand, carries interest at 9%. at carries interest on demand, repayable ` 2.5 Cr Chemicals Pvt Ltd Keva subsidiary, from Loan Bank overdraft from banks carry interest ranging between 9.55% p.a. to 9.55%, computed on a monthly basis on the actual on a monthly 9.55%, computed to 9.55% p.a. between banks carry ranging from interest Bank overdraft of inventories of hypothecation way by secured banks are draft from Bank over on demand. repayable and are utilised, amount and future. both present and book debts and other receivables both on hand and in transit - 8.65% (previous year : 7.7%-7.95% p.a.), computed on a monthly basis on the actual amount utilised, and are repayable on repayable and are basis on the actual on a monthly utilised, amount computed : 7.7%-7.95% p.a.), year - 8.65% (previous and in transit both on hand of inventories of hypothecation way by secured are banks capital loans from Working demand. and future. both present and book debts and other receivables Working capital loans from banks of banks from loans capital Working The following dividends were declared and paid by the Company during the years ended: during the years the Company and paid by declared dividends were following The Finance lease obligations Finance financial ‘other included under Amount Less: 23) note (refer liabilities’ (Secured) 'a') note capital loans (refer Working 'b') note draft (refer Bank over (Unsecured) 'c') subsidiary note from Loan (refer Interim equity ` 0.95 per equity of 2019-2020 paid at dividend share Dividend distribution tax on the equity dividend paid Final equity ` 1.75 per equity dividend of 2017-2018 paid at share Final c) b) a) The profit/loss on sale of treasury shares and dividend earned on the same by the trust is recognised in STARs reserves. in STARs recognised on sale of treasuryby the trust is and dividend earned on the same profit/loss shares The received amounts Such shares. preference and equityof shares form the in equity investment private a received had Company The completion of On investment. such attached with conditions terms and to the reference classified as financial liability with were the liabilitywas contractuallyextinguished consequently, and were rights equity investor's the private the initial public offering, of equity (including components other relevant capital and equity to share credit with corresponding on such date, derecognised gain on extinguishment). related general to transfers adjustments, transition INDAS any less earned has date, till Company the that profits the Retainedearnings are shareholders. distributions dividends or other paid to reserve, STARs reserves STARs Other reserves Retained earnings Dividends B.

Notes: Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for 19 Borrowings

- - - - 8.76 8.76 0.23 0.23 55.76 55.76 44.43 (29.80) 254.08 267.99 (45.15) (74.95) (30.52) March 31, 2019 March - - 8.76 2.00 8.76 0.23 0.31 28.47 (0.81) 52.46 55.76 (3.30) (0.79) (0.25) 279.46 267.99 (16.19) (74.95) (72.95) (Currency : Indian Rupees in crores) (Currency March 31, 2020 March ompany Limited ompany

Closing Balance Closing Other reserves Opening Balance reserve STARs Opening Balance Transfer to capital redemption reserve pursuant to buy-back reserve to pursuant capital redemption to Transfer Balance Closing Trust the by shares) 2,347,260 of treasury year Nil (previous shares Purchase : Add during the year Trust the by in buy back of equity : Participation shares Less during the year Addition Treasury shares Treasury Opening Balance General reserve General Opening Balance Balance Closing the year for Trust Income of the Add: Less: Loss on participation in buy back of equity shares by the Trust on participationthe Loss by in buy back of equityLess: shares the year for income comprehensive Total Add: paid (including DDT) Dividend Less: 116 Imapact INDAS to on transition Balance Closing Closing Balance Closing Retained earningsRetained Opening Balance

S H Kelkar and C v. vi. iv. iii. vii. the Act. The company treats EBT as its extension and shares held by EBT are treated as treasury shares. as treasury shares. treated are EBT held by as its extension and shares EBT treats company The The Company has formed S H Kelkar Employee Benefit Trust (EBT) be may or notified are that of the shcemes for implementation S H Kelkar Benefit has formed Employee Company The shares purchases EBT to its employees. based payments share under the plan providing Company by the to time time notified from the company. from out of funds borrowed of the Company General Reserve is a free reserve which is created by transferring funds from retained earnings to meet future obligations or obligations future meet earnings to retained from funds transferring by ReserveGeneral reserve created is which free a is purposes. Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the provisions with It is utilised in accordance on issue of shares. received the premium record Securities is used to premium Capital redemption reserve is created by transferring funds from free reserves in accordance with the provisions of the Companies of the Companies with the provisions reserves in accordance free funds from transferring by reserve is created redemption Capital the Act. by is also governed and its utilisation 2013 (the 'Act') Act, General reserve General shares Treasury Securities premium account Securities premium

* Amount in less than ` 0.01 crores in less than * Amount reserve redemption Capital

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for

194 Financial Statements - 197 2.53 2.78 3.51 0.07 1.41 0.01 0.39 1.03 9.20 4.78 1.50 4.69 1.55 4.36 0.27 0.21 3.78 0.73 0.96 0.25 1.94 *0.00 *0.00 *0.00 18.89 696.87 692.09 694.03 Year ended Year ended Year 2019-20 31 March 2019 31 March 2019 31 March

March 31, 2019 March - - - - - Report Annual Annual 1.59 4.50 8.20 1.20 0.40 2.01 0.03 0.41 7.53 0.09 4.90 1.64 0.33 0.26 8.81 0.84 4.85 0.28 5.97 *0.00 16.75 718.83 720.39 712.86 (Currency : Indian Rupees in crores) (Currency Year ended Year ended Year 31 March 2020 31 March 2020 31 March March 31, 2020 March Loans to subsidiary to Loans Tax deducted source at Tax fund Provident tax Profession tax VAT/CST Others (Social security) Interest income under the effective interest method on: interest under the effective income Interest tax refund income on received Interest Advances received from customers from received Advances Sale of products 48) Note sales (Refer Gross Advances received from related parties related from received Advances Statutorypayable** dues GST ESIC Discounts Less: Net Sales in Mutual Funds of Investment MTM property (including from Rental income subleases) mutual fund from Dividend income income commission Guarantee back is written liabilities no longer required Employee Gain on sale of investment Miscellaneous income (net) on translation difference rate Exchange Other income Total Other operating revenue Other operating Sale of scrap Techincal Knowhow Techincal Export Incentive operations from revenue Total Other income Other liabilities current operations from Revenue *Amount in less than ` 0.01 crores *Amount *Amount in less than ` 0.01 crores in less than *Amount Fund. and Protection Education Investor to be credited due and outstanding to no amounts are There ** 26 24 25 Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for - - 0.62 4.79 0.14 0.35 0.45 0.10 0.30 7.01 7.31 0.01 1.21 12.69 24.09 24.09 15.57 139.00 143.79 March 31, 2019 March 31, 2019 March March 31, 2019 March 31, 2019 March 2.28 0.15 4.97 7.12 0.09 0.55 0.20 0.39 7.35 0.01 7.74 3.94 1.29 24.09 24.09 16.08 31.71 241.91 236.94 (Currency : Indian Rupees in crores) (Currency March 31, 2020 March March 31, 2020 March 31, 2020 March March 31, 2020 March ompany Limited ompany For capital goods For on Deposits Interest For Capital goods Capital For S H Kelkar and C

Security deposits Security deposit Other payables trade lease obligations of finance maturities Current but not due on borrowings accrued Interest 2006 under MSMED Act, accrued Interest benefits payable Employee currency contract forward liability- Foreign Derivative Dues to micro and small enterprises (refer note 41) note (refer and small enterprises micro Dues to Provision for employee benefits employee for Provision 36) note Gratuity (refer Compensated absences Compensated Unclaimed dividend account Other payables parties related to Payable

The Company's exposure to currency and liquidity risks related to trade payables is discloses in Note 38. in Note is discloses payables trade currency to to and liquidity exposure risks related Company's The Other liabilities - current financial Trade payables Trade Current provisions Current Other non-current financial liabilities

23 22 21 20 Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for 196 Financial Statements - - 199 4.10 0.18 2.23 6.51 8.13 0.47 6.58 2.00 1.18 0.93 0.54 1.88 8.84 1.47 0.81 4.16 2.63 4.26 0.70 7.33 1.71 0.76 0.20 1.85 0.92 0.11 0.81 15.18 10.25 31.00 18.50 Year ended Year ended Year ended Year 2019-20 31 March 2019 31 March 2019 31 March 2019 31 March

0.98 0.65 Report Annual Annual 8.92 0.10 4.80 9.35 0.46 7.26 2.22 1.26 0.61 0.75 2.07 1.58 1.34 4.16 1.49 9.13 6.24 0.72 5.87 1.96 0.16 1.73 2.76 0.01 0.67 1.17 26.78 13.82 10.74 27.81 16.47 (Currency : Indian Rupees in crores) (Currency Year ended Year ended Year ended Year 31 March 2020 31 March 2020 31 March 2020 31 March - Buildings and machinery- Plant - Others Interest on workingInterest capital loans and equipment plant of property, Depreciation Cleaning and housekeeping expenses Interest on dues to micro and small enterprises and small micro on dues to Interest Othercosts finance properties of investment Depreciation Amortisation assets of intangible Amortisation of Right of use assets consumed and spares Stores Repairs and maintenance: Rent Rates and taxes Insurance ` 1.22 crores)) year: (previous of ` 1.69 crores and fuel (net of reimbursements Power expenses Selling and promotion and commission Brokerage and delivery forwarding Freight, expenses and telephone Postage and conveyance Travelling Security charges charges and professional Legal details below) (refer auditors to Payment Bank charges expense social responsibility Corporate doubtful debts for Provision off Bad debts written Royalty expense sitting fees Directors' commission Directors' Finance costs Finance and amortisationDepreciation Other expenses 30 31 32 Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for - 9.00 1.81 2.10 9.34 3.40 27.21 17.83 49.86 13.00 12.71 84.30 97.04 78.47 (8.83) 113.67 115.48 444.56 457.56 113.51 115.61 444.72 457.43 (22.65) (31.48) (18.57) Year ended Year Year ended Year Year ended Year 31 March 2019 31 March 31 March 2019 31 March 31 March 2019 31 March 2.66 8.50 2.66 2.10 9.64 2.03 3.26 75.77 90.70 77.82 49.86 15.16 41.36 17.83 11.16 11.58 11.02 431.21 442.79 117.59 113.51 115.61 120.25 427.13 438.15 (12.88) (Currency : Indian Rupees in crores) (Currency Year ended Year Year ended Year Year ended Year 31 March 2020 31 March 31 March 2020 31 March 31 March 2020 31 March ompany Limited ompany Packing materials Packing Raw materials materials Packing Packing materials Packing Raw materials Raw materials Raw materials materials Packing S H Kelkar and C

Work-in-progress Stock: Closing goods Finished Work-in-progress in inventories: Changes goods Finished Opening Stock : Opening Stock goods Finished Work-in-progress Changes in inventories of finished goods and work in progress of finished goods and in inventories Changes - Stock Closing Less: - - - Purchases Add: - Opening stock - Materials consumed Materials - - Total cost of materials consumed of materials cost Total Salaries, wages and bonus wages Salaries, Contribution to provident and other funds provident to Contribution absences Compensated Staff welfare expenses welfare Staff Less: Transferred to intangible assets under development intangible to Transferred Less: Changes in inventories of finished goods and work in progress of finished goods and in inventories Changes Employee benefits expense benefits Employee Cost of materials consumed of materials Cost

28 29

27 Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for 198 Financial Statements - - 201 0.05 1.48 2.28 3.76 0.67 0.01 62.21 13.43 13.48 17.24 21.74 17.24 (0.54) (0.54) (2.95) (2.23) Net of tax Year ended Year 2019-20 31 March 2019 31 March 31 March 2019 31 March

Tax 0.29 0.29 benefit - - - - (expense) (expense) Report Annual Annual 5.29 5.29 5.06 5.06 9.73 0.46 1.15 0.20 38.68 10.35 10.35 (1.19) (Currency : Indian Rupees in crores) (Currency Year ended Year (0.83) (0.83) 31 March 2020 31 March 31 March 2020 31 March For the year ended 31 March 2019 ended 31 March the year For Before tax Before 0.14 0.14 Net of tax Tax (0.05) (0.05) benefit (expense) (expense) 0.19 0.19 For the year ended 31 March 2020 ended 31 March the year For Before tax Before Amounts recognised in Standalone statement of profit and loss of profit statement in Standalone recognised Amounts income in other comprehensive recognised Amounts rate tax of effective Reconciliation Profit before tax before Profit 34.94%) Year 25.17% and Previous year (Current domestic tax rate using the Company’s Tax Current income tax income Current year Current pertaining (net) prior years to Tax credit of MAT Reversal Earlier years tax liability net / (asset), income Deferred of temporary differences and reversal Origination year Current Earlier years tax expense Deferred effect of: Tax Non-deductible tax expenses costs and development research for deductionIncremental allowed tax on deferred Change in tax rate Others Items that will not be reclassified to profit or loss to profit will not be reclassified Items that of the defined benefit plans Remeasurements The Company’s standalone weighted average tax rates for the years ended 31 March 2020 and 2019 were 26.72% and 27.72% 2020 and 2019 were ended 31 March the years for tax rates average standalone weighted Company’s The respectively. inserted Act which was in Tax under section 115BAA of the Income tax rate adopt the new Concessional to has opted Company The 2019 Ordinance (Amendment) Laws Taxation of India on September 20, 2019 vide the the Government 1961, by Act, Tax the Income under sectiontax pay are 115BAA opting to domestic companies all Accordingly, therein. stated the provisions/conditions all with Tax under Sectionresearch 35 (2AB) of the scientific Income for incurred expenditure deduction for claim weighted to not eligible Further year. for the current expenses respect & being made in Development of Research are no specific disclosures Hence, Act. tax rate. is not applicable on adoption of the new concessional tax (MAT) minimum alternate (b) (c) (d)

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for

- -

0.55 0.18 21.8 2.39 0.03 3.38 6.70 0.03 0.76 3.15 3.15 20.40 (8.75) (7.02) (0.51) (1.22) 44.97 133.35 124.60 (33,73,663) Year ended Year 14,12,47,138 14,26,97,501 14,46,20,801 31 March 2019 31 March 31 March 2019 31 March 31 March 2019 31 March - - - - 0.45 0.17 0.65 5.31 3.28 5.76 0.03 2.03 2.03 (2.94) 28.33 18.01 25.07 (2.94) 123.14 120.20 (Currency : Indian Rupees in crores) (Currency Year ended Year (32,32,766) (33,06,429) 13,80,81,606 13,91,53,790 14,46,20,801 31 March 2020 31 March 31 March 2020 31 March 31 March 2020 31 March (B) (A) (A) / (B) (A) / (B) (A) ompany Limited ompany

Statutory audit R&D Expense Retainer fees Rent expense audit Tax Other matters

Amounts recognised in Standalone balance sheet balance in Standalone recognised Amounts S H Kelkar and C Exchange rate difference on translation (net) on translation difference rate Exchange Intangible asset under development written off written development Intangible asset under and equipment plant on sale of property, Loss expenses technology Information Miscellaneous expenses Less: Transferred to intangible assets under development intangible to Transferred Less: service (excluding tax) auditors' to Payment

Number of equity shares outstanding at the end of the year outstanding at Number of equity shares the year for number of equity shares average Weighted of ` 10 each value of face Basicshare earnings per of ` 10 each value of face earnings per share Diluted Buy back of share Profit attributable to equity attributable (basic shareholders and diluted) Profit to equityattributableyear shareholders for the Profit Weighted average number of equity number for basic and earnings shares diluted average Weighted per share of the year beginning at Number of equity shares trust held in controlled Equity shares 81.35 crores (31 March 2019 : ` 42.88 crores) (31 March ` 81.35 crores tax assets (net of provision Non current tax ` Nil 2019 : ` 30.78 crores) (31 March tax liabilities (net of advance Current Diluted EPS is calculated by dividing the profit attributable to equity shareholders of the Company by the weighted average average weighted by the Company of the to equityattributable shareholders the profit dividing by EPS is calculated Diluted equity potential the effects of all dilutive for after adjustment considering outstanding duringnumber of equity the year, shares shares. Basic EPS is calculated by dividing the profit attributable to equity shareholders of the Company by the weighted average number average weighted by the Company of the to equityattributable shareholders dividing the profit by Basic EPS is calculated outstanding duringof equity the year. shares Earnings per share (EPS) Earnings per share Tax expense Tax current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority. the same tax authority. levied by taxes income to tax liabilities relate assets and deferred tax tax liabilities and the deferred current Note: The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets andto set off current right tax assets and liabilities if and only if it has a legally enforceable offsets Company The Note:

(a)

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for 200

33

34 Financial Statements

203 1.28 2.12 0.02 *0.00 Credit” percentage Unit 2019-20 31 March 2019 31 March

specified a “Projected Report Annual Annual 1.29 1.22 0.02 *0.00 the (Currency : Indian Rupees in crores) (Currency contribute using to 31 March 2020 31 March valuation required is actuarial Company the the on plan, based the Under Company the by employees. made is qualifying fund for the plan to benefit contribution Employer's contribution towards foreign defined contribution plan in accordance contribution plan in accordance defined foreign towards contribution Employer's with local laws ESIC to Contribution Employer’s Fund Welfare Labour Maharashtra to Contribution Employer's Particulars Fund Superannuation to contribution Employer's of payroll cost to the retirement benefit plan to fund the benefits. to fund the benefit plan the retirement to cost of payroll year as under : for the off charged are recognised plans, contribution defined to Contribution * Amount in less than ` 0.01 crores in less than * Amount by permissionthe per as granted employees its of fund superannuation managing for trust own its formed has Company The Note: authority. the respective The Employees Gratuity Fund Scheme is managed by “S.H. Kelkar and Co. Ltd. Employee’s Gratuity Fund”. The fund has the The Fund”. Gratuity Employee’s Ltd. “S.H. Kelkar and Co. Scheme is managed by Fund Gratuity Employees The of the plan the administration for is responsible Trustees of Board The Trustees. of the Board by of trust and it is governed form of India. the Government by with the norms prescribed in accordance of the funds assets including investment The The Company makes contributions towards superannuation fund and other retirement benefits to a defined contribution contribution defined a to benefits retirement other and fund superannuation towards contributions makes Company The retirement Defined Plans Benefit Defined Contribution Plans Contribution Defined Method. Gratuity is payable to all eligible employees of the Company on superannuation, death, and permanent disablement, disablement, permanent and death, superannuation, on Company the of employees eligible all to payable is Gratuity Method. 1972. Act, of Gratuity Payment of the of the provisions in terms risk, rate risk, longevity actuarial risk to and salary interest risk such as: investment plans typically the Company These expose risk. to reference by which is determined rate using a discount of the defined benefit plan liability value is calculated present The it will this rate, If on plan asset is below the return market the end of the reporting bonds. yields at period on government deficit. plan create in the this will be partiallyby an increase offset the plan liability; will increase rate however, in the bond interest A decrease assets. plan’s mortality of the to the best estimate of plan reference by benefit plan liability of the defined value is calculated present The expectancyparticipants in the life increase An of the plan participants both during and after their employment. will increase liability. the plan’s salaries of plan participants. As to the future reference by of the defined benefit plan liability value is calculated Present The liability." in the salarysuch, an increase of the plan participants the plan’s will increase plan and the of the gratuity table sets out the status Based on the actuarial following the obtained in this respect, valuation sheet date: at balance as financial statements standalone in the Company’s recognised amounts Employee benefits Employee (ii) (i)

Gratuity: 36 Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for risk: Investment risk: Interest Risk: Longevity Risk: Salary ------tax tax 1.00 3.04 1.15 2019 (4.97) (10.16) liability liability (10.16) (10.16) (13.93) (13.93) Deferred Deferred Deferred Deferred 31 March 31 March - - - - 1.00 3.04 1.15 5.19 1.43 2.42 3.85 (liabilities) 1.43 2.42 2020 (13.93) (10.08) tax asset tax asset Deferred Deferred Deferred Deferred 31 March 31 March Net deferred tax asset Net deferred - - - - Net Net 1.00 3.04 1.15 1.43 2.42 2019 (4.97) (Currency : Indian Rupees in crores) (Currency (10.16) (13.93) (10.08) (10.16) (10.16) 31 March 31 March

------0.29 0.29 (liabilities) in OCI in OCI 2020 (0.05) (0.05) Deferred tax Deferred (13.93) (13.93) 31 March 2019 31 March 31 March 2020 31 March 31 March 31 March Recognised Recognised - - loss loss 0.32 1.15 1.00 3.04 4.04 0.43 2019 (3.77) (2.95) (2.27) (3.75) (0.57) (1.15) (5.06) 31 March 31 March in profit orin profit in profit orin profit Recognised Recognised Recognised Recognised

- - - 1.43 2.42 3.85 2020 0.68 5.02 1.00 3.04 1.15 (7.21) (1.51) (4.97) (10.16) Deferred tax assets Deferred 31 March 31 March Net balance 1 April 2018 1 April Net balance 1 April 2019 1 April ompany Limited ompany S H Kelkar and C

Property, plant and equipment and intangible assets and intangible and equipment plant Property, Property, plant and equipment and intangible assets and intangible and equipment plant Property, Trade receivables Trade Property, plant and equipment and intangible assets and intangible and equipment plant Property, Provisions entitlement credit MAT tax asset (liabilities) Net deferred Trade receivables Trade Provisions MAT credit entitlement credit MAT Net deferred tax asset (liabilities) Net deferred Trade receivables Trade Provisions MAT credit entitlement credit MAT Net deferred tax asset (liabilities) Net deferred Deferred Tax Deferred The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax assets and current to set off current right tax assets and liabilities if and only if it has a legally enforceable offsets Company The the same tax authority. levied by taxes income to relate tax liabilities tax assets and deferred tax liabilities and the deferred liabilities and assets tax income deferred tax, income for provision determining in required is judgment management Significant of taxable tax assets is based on estimates income of deferred recoverability The tax assets. income of deferred and recoverability tax assets will be recovered. income which deferred and the period over income year) (previous tax balances in deferred Movement tax balances in deferred Movement

35 Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for

202 Financial Statements 205 N.A. 1.25 Total 13.02 13.02 (0.96) (0.14) 7.94% 7.94% 7.00% 2.00% 13.36 13.36 (2006-08) Decrease Decrease Lives MortalityLives Indian Assured Indian Assured 2019-20 31 March 2019 31 March

3.96 3.96 4.09 4.09 years Over 10 10 Over 1.04 0.12 (1.07) 31 March 2019 31 March N.A. Report Annual Annual Increase 6.93% 6.93% 5.00% 2.00% (2006-08) 4.78 4.78 4.73 4.73 (Currency : Indian Rupees in crores) (Currency years 6 to 10 10 6 to 31 March 2020 31 March Lives MortalityLives Indian Assured Indian Assured 1.25 (0.99) (0.24) 2.40 2.40 2.32 2.32 Decrease Decrease Between Between 2-5 years 0.53 0.53 1.09 0.22 0.88 0.88 (1.07) 31 March 2020 31 March Increase Between Between 1-2 years year 1.35 1.35 1.33 1.33 Up to 1 1 Up to Total 31 March 2019 31 March (Gratuity) Defined benefit obligations Total Particulars 2020 31 March (Gratuity) Defined benefit obligations Discount rate Discount Salary rate escalation rate Attrition Mortality during employment rate Expected on plan assets return Mortality after employment rate Discount rate (1% movement) rate Discount Rate of salary (1% movement) increase (1% movement) turnover Rate of employee Provident fund (Managed by the Trust set up by the Company) set up by Trust the fund (Managed by Provident its employees for the Company, setup by Trust Fund a Provident plan through Fund manages the Provident Company The 1952 and is actuarially Act, and Miscellaneous Provisions Fund Provident Employees’ The under which is permitted by notified the rate at interest and guarantees and employees the employer by contribution plan envisages The valued. the at payable are interest, with together and employee, employer by contribution The authority. Fund the Provident is earlier. whichever service from or retirement, time of separation Sensitivity analysis Sensitivity actuarial holding other assumptions, one of the relevant Reasonably the reporting to possible changes at date shown below. by the amounts defined benefit obligation the affected have would assumptions constant, Actuarial assumptions Actuarial averages). the principal actuarial as weighted the reporting were assumptions at (expressed date following The The above sensitivity analyses have been calculated to show the movement in defined benefit obligation in isolation in isolation in defined benefit obligation the movement show to calculated been sensitivity have analyses above The it does not In generally the reporting practice, at no other changes in market conditions date. are and assuming there the at method project unit credit the sensitivity, In calculating to others. it affects variable, one change we When occur. end of the reporting period has been applied. of the defined benefit obligation Maturity profile Defined benefit obligations Defined benefit D.

ii. i. 

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for - - 5% 2% 0% 16% 33% 44% 1.02 0.81 0.86 9.75 0.78 2.64 0.30 1.02 0.81 1.05 0.75 0.08 0.83 100% 10.80 12.72 13.02 (0.36) (0.09) (0.36) (0.11) (0.78) 31 March 2019 31 March 31 March 2019 31 March 2019 31 March - - 2% 0% 4% 12% 35% 47% 0.91 0.39 1.17 1.00 0.31 0.98 1.17 1.19 1.00 0.38 100% 12.97 13.02 13.36 12.72 (0.88) (1.26) (0.38) (1.26) (0.98) (0.58) (0.19) (Currency : Indian Rupees in crores) (Currency 31 March 2020 31 March 31 March 2020 31 March 2020 31 March ompany Limited ompany - financial assumptions - experience adjustments - experience

Past service cost Past income in other comprehensive Actuarial recognised losses/ (gains) contributions Employer the end of the year at Balance Net defined benefit (asset)/ liability Reconciliation of present value of defined benefit obligation value of present Reconciliation year of the the beginning at Balance Current service cost Current Interest cost (income) cost Interest Benefits paid the end of the year at Balance of plan assets value of present Reconciliation of the year the beginning at Balance income Interest : Remeasurements (expense)/income included in interest amount excluding Return on plan assets, Benefits paid Bank Special Deposit in other securities Investment Bonds Corporate Bonds Government State Others Recognised in income statement in income Recognised service cost Current Total Investment Investment Securities in Government Investment Interest income Interest Interest cost Interest service cost Past income in other comprehensive Recognised of net defined benefit liability/(asset) Remeasurement Income Interest Excluding Return Assets, on Plan Total

The following table shows a reconciliation from the opening balances to the closing balances for the net defined benefit the net for balances the closing to the opening balances from a reconciliation table shows following The (asset) liability and its components Plan assets comprise the following: assets comprise Plan Reconciliation of the net defined benefit (asset) liability of the net defined Reconciliation follows: are as expense of defined benefit plan components The Plan assets Plan S H Kelkar and C A. C.

B.

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for

204 Financial Statements - 207 0.98 0.98 4.92 0.90 1.20 7.26 0.76 0.98 7.89 7.70 Total 4.44 2.47 24.61 23.41 28.63 20.93 Year ended Year Year ended Year 31 March 2020 31 March 31 March 2020 31 March 2019-20

- - - 1.13 0.90 0.86 0.13 0.76 0.27 0.23 0.23 Report Annual Annual Motor cars Motor (Currency : Indian Rupees in crores) (Currency - - - - - 0.35 0.34 0.01 0.01 0.35 0.35 Office equipments - - - - 4.92 7.12 7.12 23.13 23.13 28.05 20.93 Buildings Repayment of lease liabilities Repayment on lease liabilities Interest Short-term lease expense Total cash outflow on leases cash outflow Total Total lease expense Total Short-term lease expense Cost AS 116) IND to 1 April 2019 (on transition at As Additions Disposals Balance at 31 March 2020 31 March at Balance Accumulated depreciation and impairment depreciation Accumulated IND AS 116) to 1 April 2019 (on transition at As Depreciation Impairment loss Eliminated on disposals of assets Eliminated Balance at 31 March 2020 31 March at Balance Carrying amounts 1 April 2019 at As Balance at 31 March 2020 31 March at Balance The Company’s leasing arrangements are in respect of lease land, building and equipment occupied by the Company. These leasing These the Company. by occupied building and equipment in respect of lease land, are leasing arrangements Company’s The terms. on mutually acceptable mutual consent on a periodic basis by renewable are arrangements Right-of-use assets Cash outflow on leases outflow Cash Breakdown of lease expenses Breakdown 37 Leases Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for

16 6% 9% 50% 10% 25% 0.15 0.65 100% 54.84 55.34 7.94% 8.65% 31 March 2019 31 March 2019 31 March 31 March 2019 31 March 15 1% 9% 10% 28% 52% 0.42 1.27 100% 54.49 55.34 6.93% 8.50% (Currency : Indian Rupees in crores) (Currency 31 March 2020 31 March 2020 31 March 31 March 2020 31 March (0.86) crores) towards compensated absences is recognised as an expense and as an expense is recognised absences compensated towards ` (0.86) crores) year (previous ` 2.03 crores 0.65 crores) towards provident fund is recognised as an expense and included in as an expense fund is recognised provident towards ` 0.65 crores) year (previous ` 0.42 crores ompany Limited ompany Bank Special Deposit in other securities Investment Bonds Corporate Debt Securities Rate (%) Interest Guaranteed (Years) working of employees remaining lives Expected average Particulars (%) rate Discount Investment Investment Securities in Government Investment Present value of benefit obligation at period end obligation of benefit value Present shortInterest fall liability Particulars value fair at the period end, assets at Plan Liability recognised in balance sheet in balance Liability recognised Assumptions used in determining the present value obligation of the interest rate guarantee under the Deterministic guarantee rate of the interest obligation value the present used in determining Assumptions Approach Amount of Amount included in “Employee benefits expense” in the Statement of profit and loss during the year. and loss during the of profit Statement in the expense” benefits “Employee included in certain based on salary, of fixed as percentage arithmatically plan is recognised incentive long-term for obligation The with years of previous provision restructuring excess of organisation on account In year, the previous conditions. vesting the for and is disclosed under other income has been reversed plan of ` 3.50 crores incentive the long term respect to 2020. ended 31 March the year plan for incentive long-term towards recognised 2019. No amount ended March year Plan assets comprise the following: assets comprise Plan Amount of Amount recognised liability corresponding is year and and loss during the of profit Statement in the expense” benefits “Employee 2020. liability" sheet as on 31 March in the balance current and included in "other 4.86 crores) to the Provident Fund Trust. The Company has an Company The Trust. Fund the Provident to (2018-19: ` 4.86 crores) ` 5.03 crores contributed has Company The on an annual rates interest the guaranteed over shortfall fund any to obligation of the trust's investments on the yield economic than rather social the considering predominantly annually determined are rates administered These basis. actuaryThe has past years. has been higher in the factors and in most cases the actual the Company earned by returned Actuarial Society by issued fund liabilities on the basis of guidance of India and based provident for a valuation provided statement: in the financial the shortfall assumptions provided has been recorded on the below S H Kelkar and C

Compensated absences: benefit plans Other employee long term Compensated  Long-term incentive plan: incentive Long-term

 The details of fund and plan assets position are given below: given assets position are details of fund and plan The

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for 206 Financial Statements ------209 0.28 0.14 0.14 1.53 1.53 Total Total Fair value value Fair ------2019-20

Level 3 Level Report Annual Annual ------0.28 0.14 0.14 1.53 1.53 (Currency : Indian Rupees in crores) (Currency Level 2 Level ------Level 1 Level 0.14 8.76 0.19 1.53 6.08 1.14 Total Total 15.57 87.13 24.09 28.73 270.72 143.79 172.24 125.81 -

cost 0.14 8.76 0.19 6.08 1.14 Carrying amount 15.57 87.13 24.09 28.73 270.72 143.79 170.71 125.81 Amortised ------1.53 1.53 FVTPL Risk management framework risk of the Company’s and oversight the establishment for responsibility has overall of Directors Board Company’s The framework. management set to the Company, by the risks faced and analyse identify established to policies are risk management Company’s The are Risk policies and systems management limits. to risks and adherence monitor and to risk limits and controls appropriate its training through Company, The activities. Company’s reflectconditions and the in market changes to regularly reviewed which in environment control constructive and disciplined a maintain to aims procedures, and standards management and and obligations. understand their roles all employees policies and risk management with the company’s compliance monitors management how oversees audit committee The The the Company. by the risks faced to the adequacy in relation and reviews framework of the risk management procedures, Internal audit. audit undertakes internal by and ad hoc reviews role both regular in its oversight is assisted audit committee reported the audit committee. to of which are the results and procedures, controls of risk management Market risk Liquidity risk ; and Credit risk ; Credit

Other liabilities financial Trade payables Trade Current financial liabilities financial Current Borrowings Others Financial liabilities liabilities Financial financial liabilities Non current Borrowings Other assets financial Trade receivables Trade Loans Other bank balances Current investments Current Current financial assets Current and cash equivalents Cash Financial assets Financial financial assets Non current Loans 31 March 2019 31 March The carrying amount of loans and advances, cash and cash equivalents, other bank balances, trade receivables, trade payables, other payables, trade receivables, trade other bank balances, carrying cash and cash equivalents, The of loans and advances, amount to be considered at amortised non-current are recognised cost, financial assets and liabilities and short-term current, borrowings their short-term to due nature. the same as their fair values, i. s s The Company has exposure to the following risks arising from financial instruments: risks arising from the following to has exposure Company The s Financial risk management Financial

B. Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for ------0.81 0.81 0.20 0.20 23.94 Total Total 23.94 23.13 23.13 policies Impact of Fair value value Fair changes in accounting accounting ------Level 3 Level ------0.20 0.20 (Currency : Indian Rupees in crores) (Currency Level 2 Level ------Level 1 Level 5.94 8.09 1.17 1.16 Total Total 31.71 52.50 24.09 17.32 34.69 367.53 241.91 196.39 145.34 cost 5.94 8.09 1.17 1.16 Carrying amount 31.51 52.50 24.09 17.32 34.69 367.33 241.91 196.39 145.34 Amortised ------0.20 0.20 FVTPL ompany Limited ompany As at April 1, 2019 April at As Right-of-use assets Total assets Total liabilities Lease liabilities Total Retained earnings equity Total Statement of financial position Statement The difference between the future minimum lease rental commitments towards non-cancellable operating leases and finance non-cancellable leases and finance operating towards commitments rental minimum lease the future between difference The primarilyis inclusion April 2019 1 at as to due liabilitylease the to accounted as compared 2019 reportedleases March 31 at as of the lease discounting reduction due to of the leases, term the cancellable for of the lease payments value of present has which the Group the leases to for of the commitments of Ind AS 116 and exclusion liabilities as per the requirement apply the practical as per the standard. chosen to expedient S H Kelkar and C

Other financial liabilities Trade payables Trade Current financial liabilities Current Borrowings Others Financial liabilities Financial financial liabilities Non current Borrowings Other financial assets Trade receivables Trade Loans Other bank balances Current financial assets Current and cash equivalents Cash Financial assets assets Financial financial assets Non current Loans 31 March 2020 31 March The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the carrying including their levels table shows of financial assets and financial liabilities, and fair values amounts following The fair at measured liabilities not financial financial assets and for It information fair value include not does hierarchy. fair value the of fair value. if the carrying approximation value, is a reasonable amount Impact of changes in accounting policies Impact of changes in accounting the extract table provides of impacts adopting Ind of following statements AS 116 on the financial The i. Financial instruments – Fair values and risk management values – Fair instruments Financial Accounting classification and fair values and fair classification Accounting

A. 38

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for 208 Financial Statements - - - 211 1.03 2.77 1.78 2.70 5.46 0.18 0.18 0.18 0.25 0.49 0.38 0.48 0.89 0.21 2.70 (0.11) (0.01) Amount Amount 2019-20 Loss Allowance Loss

Report Annual Annual Rate 0.00% 0.32% 1.32% 6.08 crores). The cash and cash The crores). 6.08 ` 12.54% 42.16% 79.96% 100.00% Weighted Weighted (Currency : Indian Rupees in crores) (Currency Average Loss Loss Average 31 March 2019 31 March 3.04 1.14 1.11 0.21 10.25 75.61 37.17 128.51 Carrying Amount 34.69 crores at 31 March 2020 (31 March 2019: March (31 2020 March 31 at crores 34.69 ` For Trade receivable Trade For other receivable For Balance as at 31 March 2018 31 March as at Balance 2018 31 March as at Balance Impairment loss/(gain) recognised utilised Amount 2019 31 March as at Balance Impairment loss/(gain) recognised utilised Amount 2020 31 March as at Balance Impairment loss/(gain) recognised 2019 31 March as at Balance Impairment loss/(gain) recognised 2020 31 March as at Balance Neither past due nor impaired (Group companies) (Group impaired Neither past due nor impaired Neither past due nor due not impaired Past due 0-180 days Past due 181-360 days Past days due 361-540 Past days due 541-730 Past than 730 days More Cash and cash equivalents Cash of equivalents cash and cash held Company The The movement in the allowance for impairment in respect of trade and other receivables during the year was as follows. was during the year and other receivables impairment in respect of trade for in the allowance movement The cash equivalents are held with banks with good credit rating. held with banks with good credit are cash equivalents Other bank balances ` 0.19 crores). 2019: 2020 (31 March 31 March at of ` 1.17 crores held other balance Company The in liquid securities and only with counterparties have that investing generally risk by credit to limits its exposure Company The and does not non-performance these counter-parties, losses from does not expect by any Company The rating. a good credit to specific industry exposures of sectors country or specific concentration risks. significant any have past due but not impaired. are has no other financial assets that the Company Other and other receivables, than trade

Investments Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for - 4.70 1.09 1.30 1.31 1.12 0.43 5.46 0.21 121.11 125.81 38.63 31 March 2019 31 March Loss Allowance Loss Rate 2.42 2.64% 0.00% 0.57% 145.34 142.92 23.75% 74.01% 79.57% 15.19 Carrying amount 100.00% Weighted Weighted (Currency : Indian Rupees in crores) (Currency Average Loss Loss Average 31 March 2020 31 March 31 March 2020 31 March 5.45 1.77 1.40 0.43 41.28 63.48 36.98 150.80 Carrying Amount ompany Limited ompany Total Trade receivables Trade Total Other regions India Past due 181-360 days Past due 361-540 days Past due 541-730 days Past than 730 days More Past due not impaired Past 180 days due 0 to Past Neither past due nor impaired (Group companies) (Group Neither past due nor impaired Neither past due not impaired Credit risk Credit counterparty or to meet its if a customer fails to a financial instrument Company risk to the is the risk of financial loss Credit in and others and investments customers from receivables Company's the and arises principally from obligations, contractual securities made. exposure: the maximum credit represents carrying financial assets The of following amount and other receivables Trade However, individual characteristicsby the of each customer. mainly risk is influenced credit to exposure Company’s The including the default risk of the base, risk of its customer the credit influence the factors may also considers that management industryand country operate. which customers in of expected and losses in respect of trade its estimate represents that impairment for establishes an allowance Company The other receivables. : as follows was and other receivables trade risk for credit to maximum exposure The The following table provides information about the exposure to credit risk and expected credit loss for trade receivables. trade loss for risk and expected credit credit to about the exposure information table provides following The other receivables Total 2019: ` 19.89 crores) (31 March for ` 13.28 crores accounted one customer, most significant 2020, the Company’s March 31 At carrying and other receivables of the trade amount. S H Kelkar and C

ii.

Impairment

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for 210 Financial Statements - - - 213 2019 2020 (1.93) (0.94) (0.06) (0.02) (2.95) (0.03) (0.03) *(0.00) *(0.00) Others** Others** 31 March 31 March 31 March 31 March Weakening Indian rupees - - 2019-20

- CHF CHF 2019 2020 (1.16) (1.08) (1.16) (1.08) 31 March 31 March 31 March 31 March 31 March 2019 31 March Report Annual Annual Foreign Foreign 1.93 0.94 0.06 0.02 2.95 Profit or loss Profit currency - - - - (Currency : Indian Rupees in crores) (Currency SGD SGD 2019 2020 (1.98) (1.98) Strengthening 31 March 31 March 31 March 31 March 6.74 EUR EUR 0.17 1.53 2019 2020 Indian rupees (13.40) (32.90) (13.23) (31.37) 31 March 31 March 31 March 31 March 31 March 2020 31 March Foreign Foreign currency 9.90 3.17 USD USD 2019 2020 (7.13) (6.74) (17.02) (60.72) (64.29) USD 895,000 31 March 31 March 31 March 31 March Foreign exchange forward contracts (To hedge hedge (To contracts forward exchange Foreign receivable) trade The forward contracts booked also includes the future sales transaction exposure. also includes the future booked contracts forward The currency exposure Hedged foreign

Effect in INR 2020 31 March ) USD (3% movement ) EUR (3% movement SGD (3% movement ) SGD (3% movement CHF (2% movement ) CHF (2% movement Financial assets assets Financial Financial assets assets Financial Financial liabilities liabilities Financial Financial liabilities liabilities Financial Net Exposure Derivatives (net settled) Derivatives Net Exposure *Amount in less than ` 0.01 crores. in less than *Amount HKD and LKR. THB, **Others includes AED, The Company is exposed to currency risk in respect of transaction in foreign currency. The functional The currency Company of the currency. currency to is exposed risk in respect of transaction in foreign Company The are primarily in which these transaction denominated currencies are is primarily currency the local in which it operates.The currency risk. hedge its foreign to contracts exchange uses forward Company The Indian Rupee. currency to risk Exposure as below: 2019 are 31 March 2020 and currency 31 March value in ` as at and financial liabilities financial assets foreign The a. A reasonably possible strengthening (weakening) of the Indian Rupee against all other currencies at 31 March 2020 and 2019 2020 and March 31 Indianthe of at all other currencies Rupee against (weakening) strengthening possible reasonably A affected currency equity and and foreign in a denominated of financial instruments the measurement affected have would remain rates, in particular variables, other all assumes that This analysis interest below. shown by the amounts or loss profit sales and purchases. impact of forecast any and ignores constant Currency risk Currency b.

Sensitivity analysis Sensitivity Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for ------9.67 23.90 23.90 23.90 33.57 5 years 5 years 5 years 5 years More than More More than More ------0.15 0.19 0.34 0.19 14.85 15.04 1-5 years 1-5 years 1-5 years 1-5 years - - - - - (Currency : Indian Rupees in crores) (Currency year year year year 6.74 87.13 15.57 52.52 33.40 143.79 246.49 Upto 1 Upto Upto 1 Upto 241.91 334.57 - Contractual cash flows cash flows Contractual Contractual cash flows cash flows Contractual 0.15 6.74 Total Total Total Total 24.09 87.13 15.57 24.52 24.09 52.52 33.40 143.79 270.73 241.91 383.18 - 0.14 0.20 24.09 87.13 15.57 17.32 24.09 52.50 31.51 143.79 270.72 241.91 367.53 amount amount amount amount Carrying Carrying ompany Limited ompany Other financial liabilities Other liabilities financial Trade payables payables Trade Trade payables payables Trade - Outflow - Outflow - Inflow 31 March 2019 31 March 31 March 2020 31 March Non-derivative financial liabilities Non-derivative financial liabilities Non current Borrowing Non-derivative financial liabilities Non-derivative financial liabilities Non current Borrowing Others Others Current financial liabilities Current Borrowings Current financial liabilities financial Current Borrowings

Derivative financial liabilities Derivative contract exchange Forward

Market risk Market and equity – will prices rates interest rates, exchange Market risk changes in market is the risk – such as foreign prices that The objective of Market risk management of its holdings of financial instruments. value or the income Company’s affect the Martket while optimising the return. parameters, risk is with in acceptable market risk exposure manage and control is to and long and payables currencyreceivables foreign including financial instruments all market riskattributable to sensitive risk and the market rate risk, rate interest exchange foreign to market risk to primarily exposed related are We debt. term activities and borrowing and revenue market risk to is a function our exposure of investing Thus, of our investments. value currency. activities and operating in foreign generating Liquidity risk with its financial difficulty associated the obligations in meeting encounter will Liquidity risk is the risk the Company that liquidityto to managing is approach Company’s The asset. cash or another financial delivering settled by are liabilities that under both normaland are due, liquidity liabilities when they to meet its sufficient it will have that as far as possible, ensure, has Company The reputation. or risking losses without incurring unacceptable the Company’s damage to conditions, stressed banks and other debt instruments. from loans debt market through fund from to access liquidity to risk Exposure and gross are The amounts reportingat the liabilities maturities of financial contractual date. remaining the are following The payments. interest and include estimated undiscounted, financial liabilities held for risk management purposes and which are not usually closed out before contractual maturity. not usually closed out before purposesfor risk management and which are financial liabilities held The gross inflows/(outflows) disclosed in the above table represent the contractual undiscounted cash flows relating to derivative to derivative relating flows cash contractual undiscounted the represent table disclosed in the above inflows/(outflows) gross The S H Kelkar and C

iv iii.

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for 212 Financial Statements 215 5.81 0.57 0.03 0.86 0.14 0.14 6.08 1.53 0.13 11.94 87.13 87.41 79.80 596.55 336.44 2019-20 31 March 2019 31 March 31 March 2019 31 March 31 March 2019 31 March

- - Report 0.83 Annual Annual 0.11 7.12 0.08 19.29 11.44 17.32 52.50 76.94 34.69 42.25 339.81 550.14 (Currency : Indian Rupees in crores) (Currency 31 March 2020 31 March 31 March 2020 31 March 31 March 2020 31 March Estimated amount of contracts remaining to be executed on capital account and not and capital account on executed be to remaining of contracts amount Estimated assets tangible net of advances, for provided Corporate Guarantee Guarantee Corporate subsidiary taken by loans for companies given guarantees Corporate Excise Duty / Custom duty Duty / Custom Excise Service Taxes Sales Tax Direct and Indirect taxes Income Taxes The Hon’ble Supreme Courtthe case of Surya 28, 2019, in Supreme of India February (“SC”) dated & Roshani Limited their order by Hon’ble The for inclusion should be identified the employees paid to set out the principles based on which allowances others v/s EPFO, has started with complying Company The contribution. Fund of Provident the purposes of computation for in basic wages and implementation significant 2019. In of March are the month respect of the past period there from this prospectively pending which, in this regard, clarity emerge to for awaiting is facing and is the management challenges that interpretative The impact of the same is not liability section has been disclosed under the Contingent the financial statements. in this matter ascertainable.

a. b.

a. Non-current borrowings (finance lease obligations) (finance Non-current borrowings borrowings Current maturity debt of long term Current debt Gross and cash equivalents - Cash Less investments - Current Less net debt Adjusted equity Total equity net debt to ratio Adjusted c. The Company monitors capital using adjusted net debt to equity ratio. For this purpose, adjusted net debt is defined as total debt total net debt is defined as adjusted this purpose, For equity net debt to ratio. capital using adjusted monitors Company The investments. and current less cash and bank balances liabilities and commitments Contingent Contingent liabilities Contingent

Commitments B. 40 A. Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for 26.00 (0.40) (0.02) (0.63) (0.21) (85.50) (111.50) Weakening 31 March 2019 31 March 0.02 0.63 0.40 0.21 6.00 Profit or loss Profit (95.03) Nominal amount (101.03) (Currency : Indian Rupees in crores) (Currency Strengthening 31 March 2020 31 March ompany Limited ompany Fixed-rate instruments Fixed-rate assets Financial liabilities Financial CHF (2% movement ) CHF (2% movement ) EUR (3% movement ) USD (3% movement Effect in INR 2019 31 March Interest rate risk rate Interest risk is the risk of rate value interest Fair risk.rate interest risk or cash flow rate risk interest can be either fair value rate Interest rate interest flow Cash rates. fluctuations of because interest the in bearing investments interest fixed of values fair in changes will fluctuate because of in the investments fluctuations bearing interest of floating cash flows risk the future is the risk that rates. interest risk rate interest to Exposure a change rates, interest or financial liabilities bearingfloating financial assets significant any does not have the Company Since impact or material on the standalone financial statements significant any not have the reporting at would date rates in interest of the Company. Cash flow sensitivity analysis for variable-ratefor instruments sensitivity analysis flow Cash a change in Therefore rates. interest bearing financial assets or financial liabilities floating any does not have Company The or loss. profit not affect the reporting would at date rates interest Fair value sensitivity analysis for fixed-rate instruments fixed-rate for sensitivity value analysis Fair loss. or profit through value at fair financial assets or financial liabilities fixed-rate any for does not account Company The or loss. not affect profit the reporting would at date rates a change in interest Therefore, S H Kelkar and C

iv. As at 31 March 2020, the Company has only one class of equity shares, short term debts and finance lease obligations. Consequent Consequent short has only one class of equity lease obligations. shares, debts and finance term 2020, the Company 31 March at As an optimal capital or achieve maintain In to order no externally imposed capital requirements. are there such capital structure, to based on its long term business into distribution as dividend or re-investment its capital for allocates the Company structure, financial plans. For the purpose of the Company's capital management, capital includes issued capital and other equity reserves. The primaryThe capital includes issued capital and other equity capital management, reserves. the purpose of the Company's For and maintain and to as going concern its ability continue to safequard is to capital management objective of the Company’s manages its capital structure and makes adjustments Company The value. maximise shareholders optimal capital structure so as to covenants. of the financial and the requirements environment of changes in economic in the light Capital Management Capital

39

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for 214 Financial Statements 217 51% 50% 2019 100% 100% 66.7% 100.0% 31 March 31 March 2019-20

51% 50% 2020 100% 100% 66.7% 100.0% Report Ownership interest Annual Annual 31 March 31 March (Currency : Indian Rupees in crores) (Currency Italy India India India China Indonesia Country of incorporation subsidiary subsidiary subsidiary subsidiary subsidiary Step down down Step down Step Step down down Step down Step down Step Relationship Relationship Joint venture venture Joint Name of the related partyName of the related 2019) August 31 upto Managing Director ( Vaze V. Ramesh Officer & Chief Executive Director Vaze, Kedar R. financial officer) Ratul Bhaduri (Chief 2018) 03 December 2017 upto 15 November (from 2018 December from 04 Shrikant financial officer) (Chief Mate Secretary) (Company Deepti Chandratre Limited Private Advisors ASN Investment Limited India Private Evolutis Limited Private Aromatics Keva Limited Constructions Private Keva Limited Private Biotech Keva KNP Industries Limited Pte. Limited Private Chemicals Fine Purandar Trust Family Vaze Ramesh Vinayak Trust Family Vaze Kedar Ramesh Limited SKK Industries Private Charities Vaze Ganesh Vinayak Nene Anagha Sumedha Karmarkar Prabha R Vaze Nandan K Vaze Parth K Vaze Milena Rubene Dalip Sehgal Parida Alpana Purandare Jairaj Sangeeta Singh Vaze Prabha Dalmia Amit 25 October to 2018 25 May 2019) (from Deepak Bindra Shrikant Oka 2018) 25 May (from 2018) 25 May Dixit (upto Amit 2018) 28 February (upto Nitin Potdar 2019) 15 December Mark Elliott (from 2019) 01 September from (Chairman Vaze V Ramesh Key Management Personnel (KMP) Executive Executive (KMP) Key Management Personnel Directors or significantly or controlled owned Enterprises personnel or their by key management influenced relatives of Key Management Relatives Personnel directors Non-executive V N Creative Chemicals Private Limited (Subsidiary Limited of Keva Private Chemicals V N Creative Limited) Private Fragrances LLP Technologies Encapsulation Fragrance Tanishka Limited) (Subsidiary Chemicals Private of Keva of (Joint Limited venture Chemicals Private Fine Purandar 2018) 1 November (wef Limited) Private Frangrances Keva Name of the related partyName of the related IndonesiaPT SHK Keva (Subsidiary Fragrance of Keva Singapore) Industries Pte.Ltd., (Subsidiary Ltd Fragrance Co of Keva Ruibang Aroma Anhui 2018) 25 May (wef Singapore) Industries Pte.Ltd., V.) (Subsidiary B. Europe of Keva ItalyKeva S.r.l 2019) November 22 (wef Relationship a) b) c) d) Other parties related Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for - - 51% 9.12 0.18 0.45 0.45 4.79 0.45 2019 100% 100% 100% 100% 100% 100% 100% 100% 31 March 31 March 31 March 2019 31 March 51% 2020 100% 100% 100% 100% 100% 100% 100% 100% 100% - Ownership interest 5.27 0.10 0.55 0.55 0.55 4.97 31 March 31 March (Currency : Indian Rupees in crores) (Currency 31 March 2020 31 March Italy India India India India India United Kingdom Singapore Country of Netherlands Netherlands incorporation subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Step down down Step Relationship Relationship Joint venture Joint ompany Limited ompany Interest on the above Interest

The amounts of the payments made to micro and small suppliers beyond the beyond and small suppliers micro made to of the payments amounts The year during each accounting day appointed in making the period of delay payment for due and payable of interest amount The but without during the year) day the appointed been paid but beyond (which have Act, 2006 specified under MSMED adding the interest the end of each accounting unpaid at and remaining accrued of interest amount The year succeeding the in even payable and due furtherof remaining amount The interest actually the small are paid to dues as above when the interest such date until years, under the as a deductible expenditure the purpose of disallowance for enterprise 2006 MSMED Act, Saiba Industries Private Limited Saiba Industries Private Industries Pte.Ltd. Fragrance Keva Limited Rasiklal Private Hemani Agencies Limited Chemicals Private Keva April 02 2019) (wef B.V Europe Keva 15 January SpA (wef 2018) & Fragrances Flavours Creative (Subsidiary UK Limited) of Keva B.V. Ingredients PFW Aroma - MicroMediumthe and per Small as buyer the by paid interest of amount The 2006 Act, Development Enterprises The amounts remaining unpaid to micro and small suppliers as at the end of the year as at and small suppliers micro unpaid to remaining amounts The - Principal Keva Flavours Private Limited Private Flavours Keva Limited Private Fragrances Keva UK Limited Keva Name of the related partyName of the related

Subsidiaries & Joint ventures List of Related partiesList of Related S H Kelkar and C 3. 4. 5. 6. 2. 1. The note provides the information about the Group’s structure including the details of the subsidiaries and the holding company. structure including the details of the subsidiaries and the holding company. Group’s about the the information provides note The partiesthe relevant with related for into been entered transactions of have amount that the total table provides following The year: financial As the Company mainly caters to the needs of domestic market and the total export turnover is not significant 2.22% (previous year 2.22% (previous export the needs of domestic market and the total is not significant to mainly caters turnover Company the As in the standalone financial statements. has not been given information segment geographical 2.24 %), separate The Company is operating in the manufacture of fragrances. The Company has only one reportable which is business segment Company The in the manufacture of fragrances. is operating Company The manufacture of fragrances. Related partyRelated disclosures Segment reportingSegment Dues to micro and small suppliers micro Dues to i)

Basis for segmentation Basis for information Geographical

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for

43 B. A. 42 41 216 Financial Statements ------219 1.75 0.19 5.06 0.88 1.22 0.97 1.22 0.04 0.49 0.04 0.12 0.60 2.22 0.20 0.08 2.25 1.00 2.25 0.81 6.59 0.55 18.50 54.01 41.80 33.70 Year ended Year 31 March 2019 31 March 2019-20

------0.67 Report Annual Annual 5.25 0.88 0.96 0.74 3.31 0.04 1.45 0.47 0.73 0.74 0.66 2.50 5.00 1.17 4.61 0.36 *0.00 *0.00 16.47 25.00 Transaction value Transaction (Currency : Indian Rupees in crores) (Currency Year ended Year 31 March 2020 31 March Rent Paid Rent Limited Constructions Private Keva Limited Saiba Industries Private Industries Ltd Pte. Frangrance Keva paid Charges Job Work Limited Private Fragrances Keva expense Royalty Limited Private Fragrances Keva parties related (for expenses by incurred Reimbursement on behalf of company) B.V Ingredients PFW Aroma IndonesiaPT SHKKeva Industries Ltd Pte. Frangrance Keva Limited Constructions Private Keva charge cross pricing Transer Industries Ltd Pte. Frangrance Keva party) on behalf related of company (for expenses by incurred Reimbursement Limited Constructions Private Keva Industries Ltd Pte. Frangrance Keva Limited Private Fragrances Keva Limited Private Flavours Keva Limited Saiba Industries Private Limited Rasiklal Private Hemani Agencies B.V Ingredients PFW Aroma Limited Chemicals Private V N Creative KNP Industries PTE Ltd assets and Intangible assets purchased Fixed Limited Chemicals Private Keva B.V Ingredients PFW Aroma assets sold Fixed Limited Chemicals Private V N Creative taken Loan Limited Chemicals Private Keva given Loan Limited Saiba Industries Private Limited Private Flavours Keva Limited Chemicals Private V N Creative Repaid Loan Limited Saiba Industries Private Limited Private Flavours Keva Limited Chemicals Private V N Creative directors non-executive Sitting fees to Commission to non-executive director non-executive to Commission managerial personnel Key Remuneration benefits Post-employement expense research Market Milena Rubene Particulars Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for - - - - - 3.42 0.57 5.78 0.81 4.80 0.23 0.23 0.25 3.57 0.71 3.03 0.58 1.92 0.96 2.19 0.20 0.23 0.59 0.23 0.30 1.42 0.27 5.99 *0.00 62.29 45.90 14.64 76.73 Year ended Year 31 March 2019 31 March - - 0.07 1.50 0.68 0.65 0.54 2.19 0.20 0.02 0.24 0.01 1.48 2.28 3.51 1.05 0.91 3.95 0.01 0.23 0.61 0.29 0.31 1.56 0.31 1.07 3.32 54.69 12.53 74.72 95.85 10.85 68.46 Transaction value Transaction (Currency : Indian Rupees in crores) (Currency Year ended Year 31 March 2020 31 March ompany Limited ompany

Creative Chemicals Private Ltd Chemicals Private Creative

Vn Keva Aromatics Pvt. Ltd. Aromatics Keva of goods Purchase Limited Private Fragrances Keva Limited Private Flavours Keva Limited Chemicals Private Keva Limited Private Flavours Keva income Interest Limited Private Flavours Keva Limited Saiba Industries Private expense Interest Limited Rasiklal Private Hemani Agencies given on guarantee Commission B.V. Ingredients PFW Aroma paid cost andDiscovery Research B.V Ingredients PFW Aroma PFW Aroma Ingredients B.V. Ingredients PFW Aroma Limited Chemicals Private Keva Limited Private Chemicals Fine Purandar Industries Ltd Pte. Frangrance Keva Pvt. Ltd. Biotech Keva Pvt. Ltd. Aromatics Keva expense Commission Limited Rasiklal Private Hemani Agencies income Rent Limited Private Fragrances Keva Limited Chemicals Private V N Creative income how know Techincal Limited Private Fragrances Keva Limited Chemicals Private V N Creative Limited Chemicals Private Keva Limited Private Flavours Keva Industries Ltd Pte. Frangrance Keva Limited Private Fragrances Keva Limited Chemicals Private V N Creative respectiveOther off against (netted expenses) services received reimbursement Limited Private Fragrances Keva Limited Private Flavours Keva paid cost Recharge B.V Ingredients PFW Aroma B.V Europe Keva Keva Flavours Private Limited Private Flavours Keva Sale of goods Limited Private Fragrances Keva Particulars

Details of transactions with related partiesDetails of transactions with related S H Kelkar and C

ii)

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for

218 Financial Statements - - - - - 221 0.47 0.48 0.14 0.16 3.33 0.09 0.29 2.24 1.21 0.07 6.00 23.00 20.00 45.00 38.85 90.00 45.00 117.59 2019-20

31 March 2019 31 March - - - Report Annual Annual 1.44 1.30 0.17 0.68 0.78 0.10 1.29 3.93 0.01 8.20 0.14 0.12 2.50 6.00 23.00 85.00 41.73 40.00 45.00 128.08 Balances outstanding Balances (Currency : Indian Rupees in crores) (Currency 31 March 2020 31 March Other financial assets current Limited Private Fragrances Keva Particulars Limited Private Flavours Keva B.V. Ingredients PFW Aroma Industries Ltd Pte. Frangrance Keva Limited Private Chemicals V N Creative Limited Constructions Private Keva on Loan receivable Interest Limited Saiba Industries Private Limited Chemicals Private V N Creative Other financial liabilities current B.V. Ingredients PFW Aroma payable Interest Limited Rasiklal Private Hemani Agencies Limited Chemicals Private Keva and for supplies services received Advances Limited Private Fragrances Keva and for supplies services given Advances Limited Private Aromatics Keva Limited Constructions Private Keva Deposits received Limited Rasiklal Private Hemani Agencies taken Loan Limited Chemicals Private Keva given Loan Limited Saiba Industries Private Limited Chemicals Private V N Creative guarantees Corporate Limited Private Fragrances Keva B.V. Ingredients PFW Aroma Industries Ltd Pte. Frangrance Keva Limited Chemicals Private V N Creative Limited Private Flavours Keva * Amount in less than ` 0.01 crores * Amount Terms and conditions of transactions with related parties of transactions with related and conditions Terms market rates. and at and conditions terms parties made on normal commercial the transactionsAll with the related were subsidiaries is 9%. to on loans given rate interest The in cash and on demand. and repayable unsecured are the outstanding balances All The Company’s management is of the opinion that its international transactions and specified domestic transactions are at arm’s transactionsat arm’s and specified domestic transactions its international is of the opinion that are management Company’s The its that believe to 2019. Management continues ended 31 March reportyear the for accountants per the independent length as at arm's are regulations by the new transactions specified domestic transactions 2019 and the covered post March international particulimpact arly statements, financial standalone these on on any have not will pricing legislation transfer the that and length of taxation. of provision and that of tax expense amount Transfer pricing Transfer 44 Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for - - - - - 7.77 4.54 2.49 0.88 0.14 0.23 0.23 3.00 0.36 0.27 0.27 1.57 6.71 3.34 0.20 0.42 0.02 2.77 0.84 0.55 3.82 0.04 0.19 *0.00 *0.00 *0.00 *0.00 40.00 53.36 10.26 10.91 (38.16) Year ended Year 31 March 2019 31 March 31 March 2019 31 March ------0.14 1.45 2.45 1.32 0.47 0.13 0.13 0.19 0.14 0.14 1.02 0.09 1.51 0.65 0.71 0.15 4.22 1.49 1.46 0.01 *0.00 *0.00 *0.00 *0.00 40.00 61.89 70.40 59.93 24.32 (50.00) Transaction value Transaction Balances outstanding Balances (Currency : Indian Rupees in crores) (Currency Year ended Year 31 March 2020 31 March 31 March 2020 31 March ompany Limited ompany

Anagha S Nene Anagha Trust Family Vaze Kedar Ramesh KNP Industries Pte Ltd Limited Chemicals Private V N Creative Dividend paid the year during Vaze Ramesh V. Kedar R.Vaze Prabha R. Vaze Sumedha Karmarkar Nandan K. Vaze Parth K. Vaze Trust Family Vaze Ramesh Vinayak Charities Vaze Ganesh Vinayak Limited SKK Industries Private Limited Private Advisors ASN Investment Limited Constructions Private Keva (revoked) given/ Guarantee Limited Private Fragrances Keva B.V. Ingredients PFW Aroma Trade receivables Trade Limited Private Fragrances Keva Particulars Keva Flavours Private Limited Private Flavours Keva Limited Chemicals Private Keva Pvt. Ltd. Aromatics Keva Limited Chemicals Private V N Creative KNP Industries Ltd Pte. and Other payables Trade Limited Private Fragrances Keva Limited Private Flavours Keva Industries Ltd Pte. Frangrance Keva Limited Chemicals Private Keva Pvt. Ltd. Biotech Keva Limited Chemicals Private V N Creative Pvt. Ltd. Aromatics Keva B.V. Ingredients PFW Aroma B.V Europe Keva Limited Saiba Industries Private Limited Rasiklal Private Hemani Agencies IndonesiaPT SHKKeva Milena Rubene Purandar Fine Chemicals Private Limited Chemicals Private Fine Purandar Particulars S H Kelkar and C

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for 220 Financial Statements - 223 6.00 45.00 85.00 38.85 41.73 45.00 45.00 40.00 90.00 20.00 117.59 128.08 339.81 336.44 Closing Closing Closing Closing Balance Closing Closing Balance ------2019-20

accrued interest) accrued 5.06 2.88 7.02 balance(excluding balance(excluding 10.49 13.37 12.08 changes changes Non cash Non cash Report Annual Annual Loan Loan (1.00) (2.25) ------(33.70) repaid/ repaid/ adjusted (Currency : Indian Rupees in crores) (Currency (38.16) (50.00) (50.00) (38.16) - revoked revoked gurantee gurantee gurantee gurantee Corporate Corporate Corporate Corporate 2.25 41.80 ------7.77 Loan given Loan given given 40.00 40.00 40.00 47.77 - gurantee gurantee gurantee gurantee Corporate Corporate Corporate Corporate 7.00 11.90 (excluding (excluding 83.16 45.00 26.02 38.85 45.00 45.00 50.00 90.00 110.57 117.59 336.44 314.74 balance balance balance balance Opening Opening accrued interest) accrued Opening balance Opening balance Year ended Year ended Year ended Year Year ended Year Year ended Year Year ended Year Year ended Year Year ended Year Year ended Year Year ended Year Year ended Year Year ended Year Year ended Year Financial year Financial Financial year Financial year Financial 31 March 2019 31 March 2019 31 March 2019 31 March 31 March 2019 31 March 31 March 2020 31 March 31 March 2019 31 March 31 March 2020 31 March 31 March 2019 31 March 31 March 2020 31 March 31 March 2019 31 March 31 March 2020 31 March 31 March 2019 31 March 31 March 2020 31 March The Company has provided following corporate guarantees for the loans taken by certain the loans taken by subsidiary for guarantees as set out companies corporate following has provided Company The below: Details of guarantees given: Details of guarantees Name of the entity and relation with the Name of the entity and relation if applicable Company, Name of party Limited Saiba Industries Private Limited Private Flavours Keva Limited Private Chemicals V N Creative with the Name of the entity and relation if applicable Company, Keva Fragrances Private Limited Private Fragrances Keva Keva Fragrances Private Limited Private Fragrances Keva PFW Aroma Ingredients B. V. B. Ingredients PFW Aroma PFW Aroma Ingredients B. V. B. Ingredients PFW Aroma Keva Fragrance Industries Ltd. Pte. Fragrance Keva Keva Fragrance Industries Ltd. Pte. Fragrance Keva Keva Flavours Private Limited Private Flavours Keva Keva Flavours Private Limited Private Flavours Keva V N Creative Chemicals Private Limited Chemicals Private V N Creative V N Creative Chemicals Private Limited Chemicals Private V N Creative b) Movement of loans during the financial year ended 31 March 2019 is given below: given 2019 is year ended 31 March financial of loans during the Movement

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for - 0.30 0.88 0.25 0.42 1.85 6.00 Closing Closing 31 March 2019 31 March accrued interest) accrued balance(excluding balance(excluding - - - 1.61 0.13 1.73 Loan Loan repaid/ repaid/ (25.00) (Currency : Indian Rupees in crores) (Currency adjusted 31 March 2020 31 March - 5.00 Loan given Loan 6.00 20.00 Terms and conditions of the loan and purpose for for of the loan and purpose and conditions Terms which it will be utilized the purpose of financial @ 9% for loans given Unsecured subsidiarysupport of assets to acquisition which is for demand on repayable the purpose of financial @ 9% for loans given Unsecured support subsidiary of business which is to acquisition for demand on repayable the purpose of financial @ 9% for loans given Unsecured support on subsidiary to which is repayable capex for demand (excluding (excluding accrued interest) accrued Opening balance Opening balance Year ended Year Year ended Year Financial year Financial 31 March 2020 31 March 31 March 2020 31 March ompany Limited ompany Details of loans given: S H Kelkar and C

Saiba Industries Private Limited Saiba Industries Private V N Creative Chemicals Private Limited Chemicals Private V N Creative Name of party Name of the entity and relation with the Company, if applicable with the Company, Name of the entity and relation subsidiary Limited, Company of the Saiba Industries Private Promotion of education of Promotion Relief Distress/Disaster area in rural of infrastructure Development Total subsidiary Limited, of the Company Private Flavours Keva subsidiary down Step of the Limited, Chemicals Private V N Creative Company Amount spent during the year spent Amount Clean Ganga to Fund Contribution The Company does not carry any provisions for corporate social responsibility expenses for the current year and the previous year. year. and the previous year the current for expenses social responsibility corporate for does not carry provisions Company any The As per Section 135 of the Act, a CSR committee has been formed by the Company. The funds are utilised during the year on the on utilised during the year funds are The the Company. by per Section has been formed As committee a CSR 135 of the Act, contribution of direct way by done is The utilisation Act Companies 2013. of the VII activities in specified Schedule are which activities. various towards ` 1.87 crores) year: (previous during ` 1.78 crores the year: the Company by be spent to required amount Gross as follows: are of CSR activities made thereto areas and contributions The Disclosure pursuant to Section 2013 Act, to pursuant Disclosure 186 of the Companies Corporate social responsibility Corporate Movement of loans during the financial year ended 31 March 2020 is given below: given 2020 is year ended 31 March of loans during the financial Movement a)

46

45 Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for 222 Financial Statements 225 5.87 4.78 1.94 1.23 5.87 5.87 47.00 696.87 691.00 692.09 694.03 696.87 642.77 691.00 31 March 2019 31 March 31 March 2019 31 March 2019-20

- - - Fragrance Fragrance Fragrance Fragrance 5.97 Report Annual Annual 7.53 1.86 718.83 720.39 720.39 712.86 720.39 237.66 480.87 720.39 (Currency : Indian Rupees in crores) (Currency 31 March 2020 31 March 31 March 2020 31 March Adjustments made to contract price on account of :- on account price contract made to Adjustments and Rebates : Discounts Less Revenue from contract with customer as per the contract price as per the contract with customer contract from Revenue Manufacturing with customer contract from Revenue Trading Other revenue operating Revenue from operations from Revenue Ex work FOB Trading Ex work Manufacturing CIF The Company has formed S H Kelkar Employee Benefit Trust (Trust) through its trustees Barclays Wealth Trustees(India)Ltd. Pvt. Wealth Barclays its trustees Trust through (Trust) S H Kelkar Benefit has formed Employee Company The Rights SchemeKelkarH S ('the2017 implementing and administering Appreciation Stock for scheme') formed has been Trust The on 01 of the Company shareholders by 2017 and approved on 10 August, the Board by adopted which was of the Company 2017 November, which will be sold on the Company from out of funds borrowed Shares will purchase Trust the the purpose of the Scheme, For the Beneficiaries to upon be transferred on sale of shares Trustee the by received amount appreciation The the secondary market. certain of fulfilment conditions of the termsScheme. and as treasury shares. treated are Trust the held by as its extension and the shares Trust the treats Company The of manner affect the independence does not in any Company of the with that financials statements Trust of the Consolidation The the trust deed. by regulated are and obligations the rights where the trustees equity. and deducted cost from at Own recognised equity (treasury instruments are shares) Consolidation Consolidation of Trust Reconciliation of revenue from contract with customer contract from of revenue Reconciliation Sales by performanceSales obligations by

49 c b Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for 4.03 0.01 5.87 5.87 0.59 1.16 2.15 7.00 2.25 25.19 71.19 11.61 25.00 Closing 691.00 696.87 675.48 Amount balance balance Maximum outstanding 1,000 31 March 2019 31 March 31 March 2019 31 March 21,500 during the year during the year 9,85.600 Number of Shares 40,30,000 ------6.00 25.00 Fragrance Fragrance 0.86 4.77 9.03 1.15 balance balance 720.39 720.39 704.58 Maximum Amount outstanding (Currency : Indian Rupees in crores) (Currency - - - - 31 March 2020 31 March during the year during the year 31 March 2020 31 March - Sale of Investment Number of Shares 6.00 20.00 as at 31 as at Amount Amount 0.03 9.58 0.01 25.09 March 2019 March outstanding Amount - - 6.00 1,000 Investment made Investment 30,000 11,600 as at 31 as at Amount Amount 1,52,250 Number of Shares March 2020 March outstanding - 4.00 0.10 61.61 Amount - Opening 9,900 Company Company Company Subsidiary Subsidiary Step down down Step 8,33,350 Number Relationship of Shares 40,00,000 Wholly OwnedWholly OwnedWholly subsidiaryof the Year ended Year ended Year Year ended Year ended Year Financial year Financial 31 March 2020 31 March 2020 31 March 31 March 2020 31 March 2020 31 March ompany Limited ompany 10 per share) 10 per share) Details of investments made: Details of investments S H Kelkar and C

Total Sales Total Trading Trading India others Europe MEENA Manufacturing India South east asia Entity Saiba Industries Private Limited Saiba Industries Private Limited Private Flavours Keva Limited Chemicals Private V N Creative Name of party Keva Chemicals Pvt. Chemicals Ltd. Keva ` value (face Pvt. Ltd. Flavours Keva ` value (face UK Limited Keva GBP 1 per share) value (face BV Europe Keva 1 per share) Euro value (face Revenue from contracts with customers: Sale of products (Transferred at point in time) point at Sale of products (Transferred with customers: contracts from Revenue The Company is engaged into manufacturing of Industiral Fragrances.There is no impact on the Company’s revenue on applying on applying revenue is no impact on the Company’s manufacturing is engaged into of Industiral Fragrances.There Company The with customers. the contract Ind AS 115 from Dislosure under Ind AS 115 - Revenue from contracts with customers contracts from Ind under AS 115 - Revenue Dislosure Disclosure as per Regulation 53 (F) of SEBI (Listing Obligation and Disclosure Requirements) Requirements) and Disclosure 53 (F) of SEBI (Listing Obligation per Regulation as Disclosure Regulations Major Segment c)

a 48 47

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for 224 Financial Statements

------227 Mumbai Kedar Vaze Kedar 1,026,403 1,026,403 26 May 2020 26 May DIN: 00511325 DIN: 2019-20 31 March 2019 31 March

Deepti Chandratre Company Secretary Company - - - Membership No: A20759 No: Membership Report Annual Annual CIN: L74999MH1955PLC009593 150,000 Director & Chief Executive Officer & Chief Executive Director S H Kelkar and Company Limited S H Kelkar Company and 2,130,026 1,026,403 2,280,026 1,026,403 (Currency : Indian Rupees in crores) (Currency of 31 March 2020 31 March For and on behalf of the Board of Directors and on behalf of the Board For Director & ChairmanDirector 26 May 2020 26 May Carrying of liability amount Expense recognised from above share base payment transactions base payment share above from Expense recognised Number of grants at the end of the year at Number of grants Add : granted during the year : granted Add lapsed during the year Less: during the year vested Less: during the year exercised Less: Particulars of the year the beginning outstanding at Number of grant Details of STARs scheme Details of STARs While this has adversely impacted the sales performance , the Company continues to closely monitor the situation and take take and the situation closely monitor to continues impactedperformance the sales this has adversely While , the Company per the current As regulations. with the applicable action, in due compliance necessary as appropriate scale up operations, to and other investments receivables, trade assets, intangible impact no significant on carryingassessment, of inventories, amounts the of outcome eventual The conditions. economic future changes in monitor to continue we and expected, is financial assets results. of these financial of approval as on the date those estimated from impact be different health pandemic may of the global Management 2020. Further in April, directives certain with Government for in compliance locations resumed have operations The the Company that concluded and have future the foreseeable the impact business for on the of COVID-19 account has taken into concern. as a going continue to resources has sufficient In view of the lockdown across the country due to the outbreak of COVID pandemic, operations of the Company (manufacturing, (manufacturing, of the Company operations pandemic, of COVID the countryIn the outbreak across due to view of the lockdown is uncertain of this lockdown at this The duration 2020. half of March from second down down or shut are scaled etc.) offices, authorities. by the Government issued will depend upon directives of full-fledged operations in time and resumption point Absorption Scheme by of Merger October its meeting held on 25 at had approved 2019, of the Company, of Directors Board The and Rasiklal Limited Saiba Industries Hemani Limited, Private subsidiaries Chemicals Private - Keva of its wholly owned of three Sectionof provisions the under creditors, and shareholders respective their and Company the with - Limited Private Agencies Law Company Absorptionwith the National has been filed by Merger for application The Act 2013. 232 of the Companies 230 to 2019. Mumbai Bench on 15 November Tribunal, (d)

Chief Financial Officer Financial Chief Ramesh Vaze No: 101248W/W-100022 Registration Firm’s Pothana Balajirao Partner Shrikant Mate DIN: 00509751 DIN: 122632 No: Membership 51 26 May 2020 26 May Accountants attached. per our report date As of even 37556 LLP B S R & Co. For Chartered No: Membership Mumbai ICAI Mumbai 50 Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for

- as 4.73 0.02 0.17 0.04 0.04 *0.00 *0.00 70.36 75.00 70.36 74.95 (4.59) (4.64) Equity 31 March 2019 31 March 31 March 2019 31 March Company's 9.57 1.16 the 0.04 0.02 0.04 0.04 *0.00 *0.00 64.52 75.00 64.52 72.95 (8.43) to (10.48) (Currency : Indian Rupees in crores) (Currency 31 March 2020 31 March 31 March 2020 31 March debited is 9.01 Crores as at 31 March, 2020 (previous (previous 2020 March, 31 at as Crores 9.01 ` 74.95 crores). Further, the Trust during the Trust the Further, crores). 74.95 ` Trust by made shares equity Company's the in 72.95 crores as at 31 March, 2020 ( previous year year previous ( 2020 March, 31 at as crores 72.95 ` investment the ompany Limited ompany consolidation, Treasury shares Treasury Upon The sources and application of funds of the Trust Consolidated as at 31 March, 2020 were as follows: 2020 were 31 March, as at Consolidated Trust of funds of the and application sources The Other Current Financial Assets Other Financial Current to amounting consolidation on eliminated Trust from receivable loans on Interest ` 4.28 crores). year Other Non Current Financial Assets and other Income Other Financial Non Current 2020 (previous 31 March, as at ` 75 crores to amounting on consolidation been eliminated have Trust the to advanced Loans loan is also eliminated. on the above ` 4.36 crores) year (previous of ` 5.25 crores income and interest 75 crores) year year participated in the Company's buy-back of equity shares and consequently, sold 67,234 equity shares, aggregating to to aggregating sold 67,234 equity shares, and consequently, of equity buy-back shares participatedyear in the Company's pertaining the adjustment participation to loss on profit/ in buy-back, including the corresponding Accrodingly, ` 2.00 crores. equity. in the Company's has been recorded the sale of equity shares treasury shares amounting to to treasuryamounting shares S H Kelkar and C

Provisions B) ( A- Assets Net Current Less: Current Liabilities and Provisions ( B) Liabilities and Provisions Current Less: Liabilities Current Total Loans and Advances and Loans Reserves and Surplus Loan Secured the company from Loan Total of Funds Application Investments ( A) and Advances Loans Assets, Current Equivalents and Cash Cash Particulars of Funds Sources Corpus Impact on profit before tax Impact before profit on Audit Fees Audit Particulars Expenditure Management fees (a) i Other items adjusted owing to the Trust consolidation include: consolidation Trust the to Other owing adjusted items * Amount less than ` 0.01 crore less than * Amount * Amount less than ` 0.01 crore less than * Amount 2020 year ended 31 March for the consolidation Trust and loss post the profit Impact on the Company's (c) (b)

Notes to the Standalone Financial Statements Financial Standalone the to Notes 2020 31 March ended year the for

ii

226 Annual Report 2019-20

Schedule V of the Companies Act, 2013, Mr. Kedar Vaze (DIN: 00511325) Whole-time Director of the Company (designated as Whole-time Director & Group Chief Executive Officer), whose period of office is liable to expire on 31 August 2020, be and is hereby re-appointed as Whole-time Director of the Company (designated as Whole-time Director & Group Chief Executive Officer), not liable to retire by rotation, to hold office for a period of five years from 01 September 2020 to 31 August 2025 upon S H KELKAR AND COMPANY LIMITED the terms and conditions of appointment including the payment of remuneration, perquisites and other benefits and including Registered Office: Devkaran Mansion, 36, Mangaldas Road, Mumbai - 400 002 the remuneration to be paid as minimum remuneration in the event of loss or inadequacy of profits in any financial year during Corporate Office: Lal Bahadur Shastri Marg, Mulund (West), Mumbai - 400 080 the tenure of his appointment, as set out in the Explanatory Statement annexed to the Notice convening this Annual General CIN No: L74999MH1955PLC009593 Meeting, with authority to the Board of Directors (including its Committee thereof) to alter and vary the terms and conditions of Tel No: +91222164 9163; Fax No: +91222164 9766 the said appointment in such manner as may be agreed to between the Board of Directors and Mr. Kedar Vaze. Website: www.keva.co.in; Email Id: [email protected]

RESOLVED FURTHER THAT the Board of Directors (including its Committee thereof) be and is hereby authorised to revise the NOTICE remuneration of Mr. Kedar Vaze from time to time to the extent the Board of Directors may deem appropriate provided that such NOTICE is hereby given that the 64th Annual General Meeting of the Members of S H KELKAR AND COMPANY LIMITED (the “Company”) revision is within the overall limits of the managerial remuneration as prescribed under the Companies Act, 2013 read with Schedule will be held on Tuesday, 01 September 2020 at 4.00 p.m. IST through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”), V thereto and/or any guidelines prescribed by the Government from time to time. to transact the following business: ORDINARY BUSINESS RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) and / or Company Secretary of the Company, be and are hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, 1. To receive, consider, approve and adopt the audited Standalone and Consolidated Financial Statements of the Company for the desirable or expedient to give effect to this resolution.” year ended 31 March 2020 alongwith the Report of Board of Directors and Auditors thereon. 6. To increase the limits available for making investments / extending loans and giving guarantees or providing securities in connection 2. To confirm interim dividend on equity shares declared during the financial year ended 31 March 2020 as final dividend for financial with loan(s) to Person(s) / Bodies Corporate(s) under Section 186 of the Companies Act, 2013 and in this regard, to consider and if year ended 31 March 2020. thought fit, to give assent or dissent to the following resolution as a Special Resolution:

3. To appoint a Director in place of Ms. Prabha Vaze (DIN: 00509817), a Non-Executive/Non-Independent Director, who retires by “RESOLVED THAT in supersession of earlier resolution passed by the Members through Postal Ballot conducted in July 2019 and rotation and being eligible offers herself for re-appointment. pursuant to Section 186 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and in SPECIAL BUSINESS terms of Articles of Association of the Company and upon recommendation of the Audit Committee, the consent of the Members 4. To pay remuneration by way of commission to Mr. Ramesh Vaze (DIN: 00509751) as a Non-Executive Director and Chairman of of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which the Board and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as a term shall be deemed to include any Committee which the Board may constitute for this purpose or any person(s) authorized by Special Resolution: the Board) to (i) give any loan to any person or other body corporate; (ii) give any guarantee or provide any security in connection “RESOLVED THAT pursuant to the provisions of Section 188, 197 and all other applicable provisions, if any, of the Companies Act, with a loan to any other body corporate or person and (iii) acquire by way of subscription, purchase or otherwise, the securities of 2013 and Rules framed read with Regulation 17 (6) (ca) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, any other body corporate, as the Board may in its absolute discretion deem beneficial and in the interest of the Company, subject 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and upon recommendation however to the condition that the aggregate of the loans and investments so far made in and the amount for which guarantees or of the Nomination and Remuneration Committee, Audit Committee and the Board of Directors of the Company, the consent of securities have so far been provided to all persons or bodies corporate along with the additional investments, loans, guarantees or the Members of the Company be and is hereby accorded for payment of remuneration by way of commission to Mr. Ramesh securities proposed to be made or given or provided by the Company, from time to time, in future and remaining outstanding, at Vaze (DIN: 00509751), holding office of profit as Non-Executive Chairman of the Board, for guiding the Company and mentoring any point of time, shall not exceed a sum of ` 580 Crores over and above the limit prescribed under Section 186 (2) of the Companies the leadership team, for the period commencing from 01 September 2020 to 31 August 2021 at the rate of 1% of the standalone Act, 2013 (presently being 60% of the paid-up share capital, free reserves and securities premium account of the Company or 100% net profits of the Company and the said commission shall be paid in addition to the sitting fees for attending the meetings of of free reserves and securities premium account of the Company, whichever is more). the Board and its Committees subject to the total managerial remuneration not exceeding the limits prescribed under Section 197 (1) of the Act at any point in time AND THAT the said commission be paid to Mr. Ramesh Vaze in equal monthly installments. RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is hereby authorized to finalize and execute all agreements, documents and writings and to do all such acts, deeds and things in this connection and incidental thereto RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company or any as it may in its absolute discretion deem fit to give effect to this resolution.” Committee thereof be and is hereby authorised to do all such acts, deeds, matters and things as may be deemed necessary for the purpose of giving effect to this resolution." 7. To ratify the remuneration payable to M/s. Kishore Bhatia & Associates, Cost Accountants, appointed as Cost Auditors of the 5. To re-appoint Mr. Kedar Vaze (DIN: 00511325) as a Whole-time Director of the Company, designated as Whole-time Director & Company for the financial year 2020-21 and in this regard, to consider and if thought fit, to pass, with or without modification(s), Group Chief Executive Officer, for a period of 5 (five) years with effect from 01 September 2020 and in this regard, to consider and if the following resolution as an Ordinary Resolution: thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies “RESOLVED THAT pursuant to the recommendation of the Nomination and Remuneration Committee and Audit Committee and (Audit and Auditors) Rules, 2014, M/s. Kishore Bhatia & Associates, Cost Accountants, appointed as Cost Auditors by the Board of approval of the Board of Directors of the Company and in accordance with the provisions of Section 152, 196, 197, 203 and other Directors to audit the cost records of the Company for the financial year 2020-21, be paid a remuneration of ` 1,80,000/- per annum applicable provisions if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial plus applicable taxes and out-of-pocket expenses that may be incurred." Personnel) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force) read with

228 S H Kelkar and Company Limited 229 Annual Report 2019-20

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to perform all such acts and take all 9. For receiving all communication (including Annual Report) from the Company electronically, Members are requested to register / such steps as may be necessary, proper or expedient to give effect to this resolution.’ update their email addresses with the relevant Depository Participant.

By Order of the Board of Directors 10. The Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, 26 August 2020 to Tuesday, of S H Kelkar and Company Limited 01 September 2020 (both days inclusive) for annual closing. CIN: L74999MH1955PLC009593 11. In case of joint holders attending the AGM, only such joint holder who is higher in the order of names will be entitled to vote. Date: 30 June 2020 Deepti Chandratre Place: Mumbai Company Secretary 12. Members are requested to intimate immediately the change of address or demise of any Member, if any, to the Company’s Registrar Regd. Office: Devkaran Mansion, 36, Mangaldas Road, Mumbai – 400 002 and Transfer Agents to prevent frauds. e-mail: [email protected] 13. The Company has uploaded the details of unpaid and unclaimed dividend lying with the Company on the website of the Company www.keva.co.in. Members who have not encashed their dividend warrants pertaining to earlier declared dividends are requested NOTES: to lodge their claims to Link Intime India Pvt. Ltd., the Company’s Registrar & Transfer Agent, at the earliest for obtaining payments 1. The Statement, pursuant to Section 102 of the Companies Act, 2013 (‘the Act’) with respect to Item Nos. 4 to 7 forms part of thereof. Members are advised that no claim shall lie with respect to unclaimed dividend after it is transferred to the IEPF. Due dates this Notice. Additional information, pursuant to Regulations 26 (4) and 36 (3) of the SEBI (Listing Obligations and Disclosure for transfer to the Investor Education and Protection Fund IEPF of the unclaimed/unpaid dividends are mentioned in the Corporate Requirements) Regulations, 2015 (“Listing Regulations”) and Secretarial Standard on General Meetings (“Secretarial Standards”) Governance Report forming part of the Annual Report of the Company. in respect of Directors seeking appointment/re-appointment at the Annual General Meeting (“AGM / Meeting”) is furnished as 14. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every annexure to the Notice. participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their 2. Considering the present Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular Nos.14/2020, 17/2020, Depository Participants with whom they are maintaining their demat accounts. 20/2020 and 22/2020 05 dated 08 April 2020, 13 April 2020, 05 May, 2020 and 15 June 2020 (collectively referred to as “MCA 15. Relevant documents referred to in the accompanying Notice can be inspected in electronic mode by sending a request on email to Circulars”) permitted convening of the AGM through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without [email protected]. physical presence of the Members at a common venue. In accordance with the MCA Circulars, provisions of the Act and the Listing Regulations, the AGM of the Company is being held through VC / OAVM without physical presence of the Members. The deemed 16. In compliance with the provisions of Section 108 of the Act and Rule 20 of the Companies (Management and Administration) venue for the AGM shall be the Registered Office of the Company. Amendment Rules, 2015 and Regulation 44 (1) and 44 (2) of the Listing Regulations, the Company is pleased to offer facilities for remote e-voting (refer instructions at point no. 17) and voting during the AGM by electronic means (refer instructions at point 3. Generally, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on a poll instead of no. 20) to all Members in proportion to their shareholding as at the close of business hours on Tuesday, 25 August 2020. All the himself and the proxy need not be a member of the Company. Since this AGM is being held through VC / OAVM pursuant to the businesses contained in this Notice may be transacted through abovementioned e-voting facilities, being provided by Central MCA Circulars, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by Depository Services Limited (CDSL). Any person, who acquires shares of the Company and becomes Member of the Company after the Members will not be available for the AGM and hence, the Proxy Form and Attendance Slip are not annexed hereto. the Company sends the Notice of the AGM by email and holds shares as on the cut-off date i.e. Tuesday, 25 August 2020, may obtain 4. Members can login and join 30 (thirty) minutes prior to the scheduled time of Meeting and window for joining shall be kept open the User ID and password by sending a request to the Company’s email address [email protected]. However, if such Member is till the expiry of 15 (fifteen) minutes after the scheduled time. Members are allowed to participate on first come first serve basis, already registered with CDSL for remote e-Voting then he/she can use his/her existing user ID and password for casting vote. as participation through video conferencing is limited upto 1000 Members only. However, the participation of Members holding 17. The instructions for shareholders for remote e-voting are as under: 2% or more, Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. is not restricted on first come i) The remote e-voting period begins on Friday, 28 August 2020 (9.00 a.m.) and ends on Monday, 31 August 2020 (5.00 p.m.). first serve basis. During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Tuesday, 25 August 2020 may cast their vote electronically. The remote e-voting module shall be disabled by 5. Members attending the AGM through VC / OAVM shall be reckoned for the purpose of quorum under Section 103 of the Act. CDSL for voting thereafter.

6. Since the AGM will be held through VC/ OAVM and there is no physical venue of the AGM, the route map of the venue of the AGM ii) Members who have cast their votes using remote e-voting facility prior to the AGM may attend the AGM but shall not be is not annexed hereto. entitled to cast their votes again.

7. In compliance with the MCA Circulars and SEBI Circular dated 12 May 2020, Notice of the AGM along with the Annual Report iii) Log on to the e-voting website: www.evotingindia.com. 2019-20 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2019-20 will also be available on the Company’s website www. iv) Click on “Shareholders” module. keva.co.in, websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www. bseindia.com and www.nseindia.com respectively and notice of AGM shall be available on the website of CDSL www.evotingindia.com. v) Enter your User ID a) For CDSL: 16 digits beneficiary ID 8. Pursuant to Section 113 of the Act, Corporate Members are requested to send a duly certified copy of the Board Resolution authorizing their representative to attend and vote at the AGM, by e-mail before e-voting / attending AGM, to [email protected]. b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID

230 S H Kelkar and Company Limited 231 Annual Report 2019-20

vi) Enter the Image Verification as displayed and Click on Login. d) The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts, they would be able to cast their vote. vii) If you had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used. e) 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. The authorization in respect viii) If you are a first time user, follow the steps given below: of Representative(s) of the Corporation shall be received by the scrutiniser /Company before close of e-voting.

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department. Members who have f) Alternatively, Non Individual Members are required to send the relevant Board Resolution/ Authority letter etc. together not updated their PAN with the Company/Depository Participant are requested to use 10 digit with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Company at the sequence number sent by Link Intime India Pvt. Ltd., the Company’s Registrar & Transfer Agent email address viz; [email protected], if they have voted from individual tab and not uploaded same in the CDSL or contact the said Registrar and Share Transfer Agent. e-voting system for the scrutinizer to verify the same. Dividend Bank Details Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your OR Date of Birth (DOB) demat account or in the company records in order to login. 18. Process for those Members whose email addresses are not registered with the depositories for obtaining login credentials for e-voting for the resolutions proposed in this Notice: 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 (v). Please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of ix) After entering these details appropriately, click on “SUBMIT” tab. Aadhar Card) by email to Link Intime India Pvt. Ltd., the Company’s Registrar & Transfer Agent at [email protected]. The Company/ Registrar and Share Transfer Agent shall co-ordinate with CDSL and provide the login credentials to the above x) Members will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the mentioned shareholders. new password field. Kindly note that this password can also be used for voting on resolutions of any other company on which they are eligible to vote provided that such company opts for e-voting through CDSL platform. It is strongly recommended 19. The details of the process and manner for participating in AGM through VC/OAVM are explained herein below: not to share your password with any other person and take utmost care to keep your password confidential. i) Members will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-Voting system. Members may access the same at https://www.evotingindia.com under shareholders/members login by using the remote xi) Click on Electronic Voting Sequence Number (EVSN) for S H Kelkar and Company Limited on which you choose to vote. e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of the Company will be displayed. xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same, the option “YES / NO” for voting. Select the option “YES” or “NO” as desired. The option “YES” implies that you assent to the Resolution and option “NO” implies that you ii) Members are encouraged to join the Meeting through Laptops / I-Pads for better experience. dissent to the Resolution. iii) Further, Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during xiii) Click on the “RESOLUTIONS FILE LINK”, if you wish to view the entire Resolution details. the Meeting.

xiv) After selecting the resolution you have decided to vote, now click on “SUBMIT”. A confirmation box will be displayed. If you iv) Please note that participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote. may experience Audio/Video loss due to fluctuation in their respective network. It is, therefore, recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches. xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. v) Members who would like to express their views/ask questions during the Meeting may register themselves as a speaker by xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the voting page. sending their request in advance atleast 3 (three) days prior to Meeting i.e. on or before Friday, 28 August 2020 mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The Members who do not xvii) If you have forgotten the changed password then enter the User ID, Image Verification Code and click on Forgot Password & wish to speak during the AGM but have queries may send their queries in advance atleast 5 (five) days prior to Meeting i.e. on enter the details as prompted by the system. or before Wednesday, 26 August 2020 mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. These queries will be replied to by the Company suitably by email. xviii) Members can also cast their vote using CDSL’s mobile app “m-Voting”. The m-Voting app can be downloaded from respective Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile. vi) Only those Members who have registered themselves as a speaker will be allowed to express their views/ask questions during the Meeting. Depending on the availability of time, the Company reserves the right to restrict the number of speakers xix) Note for Non–Individual Members and Custodians: at the meeting. a) Non-Individual Members (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates. 20. The instructions for shareholders for e-voting during the AGM are as under: i) The procedure for e-voting on the day of the AGM is same as the instructions mentioned above for remote e-voting. b) A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected]. ii) Only those Members, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-voting facility and are otherwise not barred from doing so, shall be eligible to vote through e-voting system c) After receiving the login details a compliance user should be created using the admin login and password. available during the AGM. The compliance user would be able to link the account(s) for which they wish to vote on.

232 S H Kelkar and Company Limited 233 Annual Report 2019-20

iii) If any votes are cast by the Members through the e-voting available during the AGM and if the same Members have not Payment of remuneration to non-executive directors upto 1% of the net profits of the Company is permitted under provisions of participated in the AGM through VC/OAVM facility, then the votes cast by such Members shall be considered invalid as the Section 197 (1) of the Companies Act, 2013. However, in terms of Regulation 16 (6) (ca) of the SEBI (Listing Obligations and Disclosure facility of e-voting during the Meeting is available only to the Members attending the Meeting. Requirements) Regulations, 2015, consent of the Members by way of Special Resolution is required every year if the remuneration payable to a single Non-Executive Director in that year exceeds 50% of the aggregate remuneration payable to all the Non-Executive iv) Members who have voted through remote e-voting will be eligible to attend the AGM. However, they will not be eligible to Directors taken together. Remuneration payable to Mr. Ramesh Vaze during financial year 2020-21 would exceed 50% of the aggregate vote at the AGM. remuneration payable to all the Non-Executive Directors taken together. 21. If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk. Mr. Ramesh Vaze is interested in the resolution set out at Item No. 4 of the Notice as it pertains to remuneration payable to him. [email protected] or contact Mr. Nitin Kunder (022- 23058738 ) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi Ms. Prabha Vaze – Director and Mr. Kedar Vaze – Wholetime Director & Group CEO, who are related to Mr. Ramesh Vaze, may be deemed (022-23058542). All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, to be interested in the resolution set out at Item No. 4 of the Notice, to the extent of their directorship and their shareholding interest in Manager – CDSL, Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M the Company. Other relatives of Mr. Ramesh Vaze, may be deemed to be interested in the resolution set out at Item No. 4 of the Notice, Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43. to the extent of their shareholding interest in the Company, if any.

22. Details of Scrutinizer and result of e-voting: Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives is, in any way, concerned or interested, financially or otherwise, in the aforementioned resolution. i) The Company has appointed Mr. Sachin Sharma (Membership No. A46900/CP. No. 20423), Designated Partner, M/s. S. Anantha & Ved LLP, Company Secretaries, Mumbai or failing him Mr. Dinesh Trivedi (Membership No. A23841/CP. No. 22407), Designated The Board of Directors recommends the Special Resolution as set out in Item No. 4 of the Notice for the approval of the Members. Partner, M/s. S. Anantha & Ved LLP, Company Secretaries, Mumbai as the Scrutinizer for conducting the e-voting process in a fair and transparent manner. Item No. 5: ii) The Scrutinizer shall submit his report to the Chairman of the Meeting or any person authorised by him within 48 hours The Board, in its meeting held on 30 June 2020, as per recommendation of the Nomination and Remuneration Committee and of the conclusion of the AGM. The Results declared along with the report of Scrutiniser shall be placed on the website of Audit Committee, subject to the approval of Members, has re-appointed Mr. Kedar Vaze, 46, as Whole-time Director designated as the Company www.keva.co.in and on website of CDSL immediately after declaration of results by the Chairman or person Whole-time Director & Group Chief Executive Officer, for a period of 5 (five) years from 01 September 2020, at the remuneration authorised by him in this behalf. The Company shall simultaneously forward the results to National Stock Exchange of India recommended by the Nomination and Remuneration Committee of the Board and approved by the Board, more particularly Limited and BSE Limited, where the shares of the Company are listed. mentioned below. It is proposed to seek the Members’ approval for the re-appointment of and remuneration payable to Mr. Kedar Vaze as Whole-time Director designated as Whole-time Director & Group Chief Executive Officer in terms of the applicable provisions of the iii) Subject to receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of AGM. Companies Act, 2013. By Order of the Board of Directors Brief resume of Mr. Kedar Vaze, nature of his expertise, names of companies in which he holds directorships and memberships / of S H Kelkar and Company Limited chairmanships of Board Committees and shareholding etc. as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) CIN: L74999MH1955PLC009593 Regulations, 2015, are provided as an Annexure to this notice. Date: 30 June 2020 Deepti Chandratre The principal terms and conditions of appointment of Mr. Kedar Vaze as the Whole-time Director and Group Chief Executive Office CEO Place: Mumbai Company Secretary are as follows: Regd. Office: Devkaran Mansion, 36, Mangaldas Road, Mumbai – 400 002 e-mail: [email protected] I. Period of appointment: 01 September 2020 to 31 August 2025

II. Remuneration: EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 A. Fixed Compensation: The following Statement sets out all material facts relating to Item Nos. 4 to 7 mentioned in the accompanying the Notice. Fixed Compensation shall include Basic Salary, Company’s Contribution to Provident Fund and Gratuity. The Basic Salary shall be in the range of ` 0.84 Crore and ` 2.00 Crore (starting with ` 0.84 Cr for first year) per annum to be paid on a monthly basis. Item No 4: The annual increments will be decided by the Board of Directors and will be merit based and take into account other relevant Pursuant to the Special Resolution passed by the Members of the Company in Postal Ballot conducted by the Company in June 2019, factors including performance of the Company. The Company’s contribution to Gratuity shall be according to the rules of the results of which were declared on 13 July 2019, Mr. Ramesh Vaze was re-designated as Non-Executive Chairman of Board with effect from Company, in force from time-to-time. 01 September 2019. B. Commission: The Board of Directors of the Company (the ‘Board’), in its meeting held on 30 June 2020, as per recommendation of the Nomination and A commission of 1% of the consolidated net profits of the Company will be calculated and payable every quarter on the Remuneration Committee and Audit Committee, subject to the approval of Members, has approved payment of remuneration by way of quarterly net profits of the Company computed in accordance with the provisions of the Companies Act, 2013. The Commission commission to Mr. Ramesh Vaze at the rate of 1% of the standalone net profits of the Company during a year for the period commencing from payable on a quarterly basis shall be adjusted for the relative performance of the Company as per the method approved by 01 September 2020 to 31 August 2021 for continuing to guide the Company and mentoring the leadership team in his capacity as the Nomination and Remuneration Committee. The commission paid on a quarterly basis shall however be re-computed Non-Executive Chairman of the Board. Mr. Ramesh Vaze has been instrumental in driving Keva Group’s (“Keva”) efforts to become a based on the consolidated net profits of the Company for the full year. leading F&F player in India as also popularizing Keva in international market as a reliable quality supplier of fragrances. Mr. Ramesh Vaze is also a Master Perfumer. With his vast knowledge and experience in the field of perfumery, Mr. Ramesh Vaze has been guiding and shall C. Variable Compensation: continue guide the team of perfumers in expanding Keva’s fragrance library. His experience, wisdom and network has been and would Performance Linked Variable Remuneration relating to the financial years during the period of appointment shall be according prove to be extremely valuable to the Company in future also. to the applicable scheme of the Company or as may be decided by the Board of Directors.

234 S H Kelkar and Company Limited 235 Annual Report 2019-20

D. Other: Item No. 6: In addition to the fixed compensation and variable compensation, Mr. Kedar Vaze will be entitled to the following allowances, Pursuant to postal ballot conducted in July 2019, the Members had approved limits to the extent of ` 450 Crores over and above the limit perquisites, benefits, facilities and amenities as per rules of the Company and subject to the relevant provisions of the prescribed under Section 186(2) of the Companies Act, 2013 (“the Act”) (presently being 60% of aggregate of the paid-up share capital, Companies Act, 2013 (collectively called “perquisites and allowances”) in such form and manner as the Board may decide. free reserves and securities premium account of the Company or 100% of free reserves and securities premium account of the Company, whichever is more). The limit as per the financial statements for the year ended 31 March 2020, works out to ` 858.82 Crores. The aggregate House Rent Allowance as per Company’s rules amount of equity investments made, loans and guarantee given and security provided in connection with loan given as on 31 March 2020 Special Allowance is ` 723.44 Crores. The said amount pertains to equity investments made, loans and guarantee given and security provided in connection with loan in respect of subsidiaries (directly owned/owned through 100% subsidiaries) and joint ventures in India and abroad, acquisitions Employer’s Contribution to Superannuation Fund by way of equity investment in Italy and China based companies (as intimated to the stock exchanges at the time of acquisition), as also Fully Paid Earned Leave (Privilege Leave) of 22 working days per Calendar Year loan given to Employee Benefit Trust for implementing STARS scheme (Employee Stock Appreciation Rights Scheme). Fully Paid Exigency Leave of 8 working days per Calendar year (Jan – Dec) Considering the investments to be made in various projects approved by the Board and those being pursued as also to support its business activities, the Company may be required to make equity investments in its subsidiaries/joint ventures, incorporate new Company Maintained Car subsidiaries, make acquisitions, give loan or guarantee or provide security in connection with a loan to its subsidiaries/joint ventures, in Group Mediclaim coverage (Health Insurance) excess of the limits provided under Section 186 of the Act upon a conservative interpretation of provisions of Section 186. Group Personal Accident Coverage As per Section 186 of the Act, a company may directly or indirectly give any loan to any person or other body corporate, give guarantee or provide security in connection with a loan to any other body corporate or person; and acquire by way of subscription purchase or Keyman Insurance cover (the Company shall be paying 50% of the insurance premium amount to the insurance company otherwise, the securities of any other body corporate upto 60% of aggregate of its paid-up capital, free reserves and securities premium while the remaining 50% paid on behalf of Mr. Kedar Vaze shall be treated as part of the remuneration payable to account or 100% of its free reserves and securities premium account, whichever is more, unless authorisation of Members is obtained by Mr. Kedar Vaze) way of a special resolution passed by Members for setting higher limits in this regard. Such other perquisites and allowances as per the policy/ rules of the Company in force and/or as may be approved by It may be noted that as per first proviso to Section 186(3) of the Act, approval of Members would not be required where a loan or the Board from time to time guarantee is given or where a security is provided by a company to its wholly owned subsidiary company or a joint venture company III. Overall Remuneration: or acquisition is made by a holding company, by way of subscription, purchase or otherwise of, the securities of its wholly owned subsidiary company. The aggregate of salary and perquisites as specified above or paid additionally in accordance with the rules of the Company in any financial year, which the Board in its absolute discretion may pay to Mr. Kedar Vaze from time-to-time, shall not exceed the limits As a good governance practice, it is therefore proposed to obtain an enabling approval of the Members by means of a Special Resolution prescribed from time-to-time under Section 197 and other applicable provisions of the Companies Act, 2013 read with Schedule V authorising the Board to exercise the aforesaid powers upto a sum not exceeding ` 580 Crores over and above the limit prescribed under to the said Act as may for the time being, be in force. Section 186 (2) of the Act. None of the Directors / Key Managerial Personnel of the Company / and their relatives is in any way, concerned or interested, financially IV. Minimum Remuneration: or otherwise, in the said resolution. Not withstanding the foregoing, where in any financial year during the currency of the tenure of Mr. Kedar Vaze, the Company has no profits or its profits are inadequate, the remuneration will be subject to the limits specified in Schedule V to the Companies The Board recommends the Special Resolution as set out in Item No. 6 of the Notice for the approval of the Members through Act, 2013. Postal Ballot.

Approval of the Members is sought for passing the Ordinary Resolution as set out at Item No. 5 of the Notice, in terms of Item No. 7: provisions of Section 196 (3) of the Companies Act, 2013 read with Schedule V to the said Act. Mr. Kedar Vaze satisfies all the Pursuant to Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Company is conditions set out in Part-I of Schedule V to the Companies Act, 2013 as also all other conditions set out under sub-section (3) required to appoint a Cost Auditor to audit the cost records for applicable products of the Company. of Section 196 of the said Act for being eligible for his appointment. He is not disqualified from being appointed as a Director in terms of Section 164 of the Act. On the recommendation of the Audit Committee, at its meeting held on 26 May 2020, the Board considered and approved the appointment of M/s. Kishore Bhatia & Associates, Cost Accountants, as the Cost Auditor for the financial year 2020-21 at a remuneration The above may be treated as a written memorandum setting out the terms of appointment of Mr. Kedar Vaze under Section 190 of of ` 1,80,000/- per annum plus applicable taxes and reimbursement of out-of-pocket expenses. the Act. None of the Director(s) and Key Managerial Personnel of the Company or their respective relatives is concerned or interested in the Resolution mentioned at Item No. 7. Mr. Kedar Vaze is interested in the resolution set out at Item No. 5 of the Notice, which pertains to his appointment and remuneration payable to him. Mr. Ramesh Vaze – Non-Executive Chairman and Ms. Prabha Vaze – Non-Executive Director, who The Board of Directors recommends the Ordinary Resolution as set out in Item No. 7 of the Notice for the approval of the Members. are related to Mr. Kedar Vaze, may be deemed to be interested in the resolution set out at Item No. 5 of the Notice, to the extent of their directorship and their shareholding interest in the Company. Other relatives of Mr. Kedar Vaze, may be deemed to be By Order of the Board of Directors interested in the resolution set out at Item Nos. 5 of the Notice, to the extent of their shareholding interest in the Company, if any. of S H Kelkar and Company Limited CIN: L74999MH1955PLC009593 Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives is, in any way, concerned or interested, financially or otherwise, in the aforementioned resolution. Date: 30 June 2020 Deepti Chandratre Place: Mumbai Company Secretary The Board of Directors recommends the Ordinary Resolution as set out in Item No. 5 of the Notice for the approval of the Regd. Office: Devkaran Mansion, 36, Mangaldas Road, Mumbai – 400 002 Members. e-mail: [email protected]

236 S H Kelkar and Company Limited 237 Annual Report 2019-20

ANNEXURE TO THE NOTICE Brief Profile of Ms. Prabha Vaze: Details of the Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting Ms. Prabha Vaze is a Non-Executive Director of our Company. She holds a degree of Bachelor of Science from University of Bombay. [Pursuant to Regulations 26(4) and 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 She has a rich experience of over 37 years in the Company. She is actively involved in various CSR (Corporate Social Responsibility) and Secretarial Standard on General Meetings] activities of Keva group.

Name of Director Prabha Vaze Kedar Vaze Brief Profile of Mr. Kedar Vaze: Category Non-Executive Director Executive Director Mr. Kedar Vaze has been a key architect of Keva Group’s strategy and transformation in the last decade. Mr. Kedar Vaze completed his DIN 00509817 00511325 schooling from Smt. Sulochana Devi Singhania School, Thane. He completed B. Sc from Ramnarain Ruia College, Mumbai. He has done Date of Birth and Age 19 June 1946, 74 years 12 November 1973, 46 years MSc. (Chemistry) from IIT Mumbai and subsequently attended Global Managers Program in Stanford University, USA. Mr. Kedar Vaze, Qualification Bachelor of Science from - Bachelor of Science from University of Mumbai a third generation founder- family, has been associated with Keva since 1996. He took over the role of Group Chief Executive Officer in University of Mumbai - Master of Science in organic chemistry from the Indian Institute of Technology, Mumbai 2015 prior to which he has worked within Keva Group in different roles of Chief Technology Officer (CTO) and Group Chief Operating Nature of Expertise/Experience Industrialist Perfumery / F&F (Fragrance & Flavour) Business Officer (COO). He has made Keva Group a highly performance driven organisation, while keeping the Group’s values front and centre. Brief Resume Appended at the end of this table Appended at the end of this table First Appointment on the Board 29 October 1980 27 August 2010 Terms & Conditions of Appointment as a Non – Executive Appointed as Whole-time Director & Group CEO for a Appointment/re-appointment Director liable to retire by rotation term of 5 years from 01 September 2015 Last Drawn remuneration details Sitting Fees as mentioned in the Corporate As mentioned in the Financial Statements of the along with remuneration sought to Governance Report for the year ended Company for the year ended 31 March 2020 be paid 31 March 2020 No. of shares held in S H Kelkar and 49,14,514 1,39,35,100* Company Limited as at 31 March 2020 Relationship with Directors/ Spouse of Mr. Ramesh Vaze & Mother of Son of Mr. Ramesh Vaze and Mrs. Prabha Vaze Manager/KMP Mr. Kedar Vaze No. of Board meetings attended 4 6 out of 6 meetings held during the year Directorship Details Listed Company: Listed Company: S H Kelkar and Company Limited S H Kelkar and Company Limited Private Companies: Private Companies: Keva Flavours Pvt Ltd Keva Fragrances Pvt Ltd Keva Biotech Pvt Ltd Keva Flavours Pvt Ltd Keva Fragrances Pvt Ltd Saiba Industries Pvt Ltd Keva Aromatics Pvt Ltd Keva Chemicals Pvt Ltd Saiba Industries Pvt Ltd VN Creative Chemicals Pvt Ltd Keva Properties Pvt Ltd Rasiklal Hemani Agencies Private Limited Keva Constructions Pvt Ltd Keva Fragrance Industries Pte Ltd ASN Investment Advisors Pvt Ltd PT SHKKeva Indonesia SKK Industries Pvt Ltd KNP Industries Pte Ltd Rasiklal Hemani Agencies Pvt Ltd Keva Constructions Pvt Ltd VN Creative Chemicals Pvt Ltd Keva Aromatics Pvt Ltd Keva Chemicals Pvt Ltd Keva Industries Pvt Ltd Keva Properties Pvt Ltd Keva Biotech Pvt Ltd Evolutis India Pvt Ltd Keva UK Ltd PFW Aroma Ingredients B.V. Keva Europe B.V. Keva Italy S.r.l. Committee Positions Member of Corporate Social Responsibility Member of Audit Committee: Committee: - S H Kelkar and Company Limited - S H Kelkar and Company Limited - Keva Fragrances Pvt Ltd Member of Nomination & Remuneration Committee: - Keva Fragrances Pvt Ltd Member of Corporate Social Responsibility: - Keva Fragrances Pvt Ltd

*1,00,000 and 67,500 equity shares purchased by Mr. Kedar Vaze on market on 30 March 2020 and 31 March 2020 respectively, were in the pool with the clearing members as on 31 March 2020. Including the said purchase, the number of equity shares held by Mr. Kedar Vaze as on 31 March 2020 is 1,41,02,600.

238 S H Kelkar and Company Limited 239 Notes Corporate Information

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______Board of Directors Audit Committee Subsidiaries ______Mr. Ramesh Vaze Mr. Jairaj Purandare (C) Domestic Non-Executive Chairman of Board Mr. Dalip Sehgal Keva Fragrances Pvt. Ltd. ______Ms. Sangeeta Singh Keva Flavours Pvt. Ltd. Mr. Kedar Vaze Mr. Shrikant Oka Saiba Industries Pvt. Ltd.* ______Whole-Time Director & Group CEO Mr. Kedar Vaze VN Creative Chemicals Pvt. Ltd. Mr. Amit Dalmia Rasiklal Hemani Agencies Pvt. Ltd.* ______Ms. Prabha Vaze Keva Chemicals Pvt. Ltd.* Non-Executive Director Nomination and Remuneration Tanishka Fragrance Encapsulation ______Committee Technologies LLP ______Mr. Amit Dalmia Ms. Sangeeta Singh (C) *under merger Non-Executive Director Ms. Alpana Parida ______Mr. Amit Dalmia Overseas Ms. Alpana Parida Keva UK Ltd. ______Independent Director Corporate Social Responsibility (England) Committee Keva Fragrance Industries Pte. Ltd. ______Mr. Dalip Sehgal (Singapore) Mr. Ramesh Vaze (C) Independent Director PFW Aroma Ingredients B.V. Ms. Prabha Vaze ______(The Netherlands) Ms. Alpana Parida Mr. Jairaj Purandare Keva Europe B.V. ______Independent Director Stakeholders’ Relationship (The Netherlands) PT SHKKEVA Indonesia ______Committee Mr. Mark Elliott (Indonesia) Independent Director Mr. Dalip Sehgal (C) Creative Flavours & Fragrances S.p.A. ______(w.e.f. 15 December 2019) Ms. Alpana Parida (Italy) Mr. Shrikant Oka ______Keva Italy Srl Ms. Sangeeta Singh (Italy) [(C) – Chairperson] ______Independent Director Anhui Ruibang Aroma Company Ltd (China) ______Mr. Shrikant Oka Auditors Independent Director B S R & Co. LLP Joint Venture ______Chartered Accountants Purandar Fine Chemicals Pvt. Ltd. Group Chief Financial Officer ______Mr. Shrikant Mate Registered Office Devkaran Mansion, ______Company Secretary & 36, Mangaldas Road, ______Compliance Officer Mumbai – 400 002 Ms. Deepti Chandratre ______Corporate Office S H Kelkar and Company Limited ______LBS Marg, Mulund (West), Mumbai – 400 080 ______Website ______www.keva.co.in ______S H Kelkar and Company Limited Devkaran Mansion, 36, Mangaldas Road, Mumbai - 400 002