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Advanced Enzyme Technologies Ltd.

BSE: 540025 Sector: Industrials
NSE: ADVENZYMES ISIN Code: INE837H01020
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VOLUME 9102
52-Week high 445.00
52-Week low 244.00
P/E 95.97
Mkt Cap.(Rs cr) 2,968
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 262.05
CLOSE 265.15
VOLUME 9102
52-Week high 445.00
52-Week low 244.00
P/E 95.97
Mkt Cap.(Rs cr) 2,968
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Advanced Enzyme Technologies Ltd. (ADVENZYMES) - Director Report

Company director report

Dear Members

The Directors are pleased to present 28th Annual Report of your Companyalong with the audited financial statements for the year ended March 31 2017.

FINANCIAL HIGHLIGHTS

The financial performance of your Company for the financial year ended March 31 2017is summarized below:

(Rs in Million)

Particulars

Standalone

Consolidated

Year ended 31.03.2017 Year ended 31.03.2016 Year ended 31.03.2017 Year ended 31.03.2016
Revenue from operations (Gross) 1836.89 1485.32 3442.10 3044.58
Less: Excise Duty 98.86 93.91 128.51 106.96
Revenue from operations (Net) 1738.03 1391.41 3313.59 2937.62
EBIDTA 532.23 372.25 1529.66 1388.52
Less:
Finance charges & interest (Gross) 27.48 43.71 41.74 78.56
Amortisation and Depreciation 83.74 73.85 122.09 87.19
Profit Before Tax & Exceptional Items 421.01 254.89 1365.83 1222.77
Exceptional Items - - - 40.96
Profit Before Tax 421.01 254.89 1365.83 1181.81
Less: Provision for Taxation
Current tax 84.55 54.59 455.36 363.42
Deferred tax (4.57) 9.89 (4.75) 69.46
MAT credit entitlement (0.90) (18.53) (2.38) (18.53)
(Excess)/Short provisions for last year 6.61 - (6.02) (0.01)
Profit after tax (Before Minority Interest) 335.32 208.94 923.62 767.47
Share of Minority - - 17.13 8.97
Profit after Tax (After Minority Interest) 335.32 208.94 906.49 758.50
Surplus Brought Forward from Previous Year 1199.19 1015.99 2531.92 1820.84
Amount Available for Appropriations 1534.51 1199.19 3446.14 2531.92
Earnings Per Share (Amount in ')
Basic 15.15 9.60 40.95 34.85
Diluted 15.14 9.60 40.93 34.85

RESULTS FROM OPERATIONS

Revenue - Consolidated

Your Company's revenue from operations on consolidated basis increased to '3313.59Million in the financial year 2016-17 from '2937.62 Million in the previous financialyear a growth rate of 12.80%. The total revenue comprises International sales amountingto Rs 2035.92 Million (previous year Rs 1867.06 Million) increased by 9.04% and Domesticsales amounting to Rs 1277.67 Million (previous year Rs 1070.56 Million) increased by19.35%.

Your Company's domestic sales constitutes 38.56% of revenue from operations duringfinancial year 2016-17 as compared to 36.44% of revenue from operations during financialyear 2015-16. International sales were 61.44% of revenue from operations as compared to63.56% of revenue from operations during previous year.

Revenue - Standalone

Your Company's revenue from operations on standalone basis increased to Rs 1738.03Million from Rs 1391.41 Million in the previous year i.e. at a growth rate of 24.91%. Thetotal revenue comprises of International sales of Rs 627.93 Million (previous year '471.71Million) increased by 33.12% and Domestic sales '1110.10 Million (previous year '919.70Million) increased by 20.70%.

The domestic Sales constitutes 63.87% of revenue from operations during financial year2016-17 as compared to 66.10% of revenue from operations during financial year 2015-16.International sales were 36.13% of revenue from operations as compared to 33.90% ofrevenue from operations during financial year 2015-16.

Profits - Consolidated

EBIDTA (Earnings before interest depreciation tax and amortisation including otherincome) margin during financial year 2016-17 was '1529.66 Million (46.16%) as compared toRs 1388.52 Million (47.27%) during financial year 2015-16 increase of about 10.17%primarily due to increase in sales of your Company.

Profit before exceptional item and tax stood at Rs 1365.83 Million during financialyear 2016-17 as against Rs 1222.77 Million in the previous year a growth of 11.70%.Profit after exceptional items before tax was at Rs 1365.83 Million during financial year2016-17 as compared to Rs 1181.81 Million in the previous year. Profit after tax (beforeminority interest) stood at '923.62 Million during financial year 2016-17 as compared to'767.47 Million during the financial year 2015-16 a growth of 20.35%.

Profits - Standalone

EBIDTA margin during the year under review was at Rs 532.23 Million (30.62%) ascompared to Rs 372.25 Million (26.76%) in the previous financial year a growth of 42.90%.Profit before tax stood at '421.01 Million during financial year 2016-17 as compared to'254.89 Million in the financial year 2015-16 a growth of 65.17%. Profit after tax stoodat '335.32 Million during financial year 2016-17 as compared to Rs 208.94 Million duringfinancial year 2015-16 a growth of 60.48%.

DIVIDEND

The Board of Directors in their meeting held on May 27 2017 has recommended a finaldividend @ 20% i.e. Rs 0.40/- per equity share of face value of '2/- each for thefinancial year ended March 31 2017 aggregating to Rs 44.65 Million (excluding DividendDistribution Tax) as compared to Interim dividend @ 10% i.e. Rs 1/- per equity share offace value of Rs 10 each for financial year 2015-16.

The dividend payout is subject to approval of Members at 28th Annual General Meeting ofyour Company ('AGM').

RESERVES

During the financial year 2016-2017 the Company has not transfered any amount to thegeneral reserves.

INITIAL PUBLIC OFFER (IPO)

During the year under review your Company has come out with its Initial Public Offer(IPO) of 4594875 Equity shares of Rs 10 each at an issue price of Rs 896 per Equityshare ( Rs 810 per Equity share for eligible employees) consisting of fresh issue of560405 Equity shares and an Offer for Sale of 4034470 Equity shares by SellingShareholders. The said offer was overall subscribed 82.06 times. Out of 560405 Equityshares 24691 Equity shares were subscribed and allotted to eligible employees. YourCompany raised a sum of '499.99 Million through the IPO to invest in Equity/DebtInstruments of Advanced Enzymes USA Inc. the wholly owned subsidiary primarily forrepayment / pre-payment of certain loans availed from Advanced Enzymes USA Inc. Thedetails of utilization of IPO proceeds are provided in Note no. 5 (g) of the StandaloneFinancial Statements of your Company forming part of this Annual report. Your Company'sequity shares were listed on BSE Limited (BSE) and National Stock Exchange of IndiaLimited (NSE) on August 01 2016 at an opening market price of Rs 1210 on both theexchanges.

SUB-DIVISION OF SHARES

The sub-division of equity shares of your Company from face value of Rs 10/- each toface value of '2/- each ("Stock Split") and consequent alteration in CapitalClause of Memorandum of Association of your Company was approved by the Members on May 042017 through Postal Ballot.

The 'Record Date' for the purpose of ascertaining the Members entitled to receive thesaid sub-divided equity shares of he Company was fixed by the Board of Directors of yourCompany as 'May 26 2017'. Subsequently your Company has issued five (5) sub-dividedequity shares of '2/- each in lieu of one (1) equity share of Rs 10/- each to the eligibleMembers of the Company. In case of Members holding equity shares of your Company inphysical form the Company without requiring the surrender of old share certificate(s)has directly issued and dispatched the new share certificate(s) of the Company for thesub-divided equity shares of Rs 2/- each. The said new share certificate(s) were issued inlieu of the old share certificate(s) which were deemed to have been automaticallycancelled and be of no effect. In the case of equity shares of the Company held indematerialized form the sub-divided equity shares have been duly credited to therespective beneficiary accounts of the Members with the respective DepositoryParticipants as per the existing credits representing the equity shares of the Company.

In view of the aforesaid Stock Split the number of equity shares of your Company andprice of underlying equity share in the stock markets has been correspondingly adjusted bythe Stock Exchanges where the Company's shares are listed (i.e. BSE and NSE).

The details of the Authorised and Paid-up share capital of the Company (pre & postStock Split) is as follows:

Particulars

Authorised Capital

Paid - up Capital

No. of shares Amount (') No. of shares Amount (')
Pre Stock Split 35000000 350000000 22326005 223260050
Post Stock Split 175000000 350000000 111630025 223260050

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements of the Company are prepared in accordance withthe provisions of Section 129 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 and Regulation 33 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (as amended from time to time) and forms part of thisAnnual Report.

SUBSIDIARIES

During the year under review your Company acquired 14310000 equity shares at Rs35/- per share of JC Biotech Private Limited ("JCB") aggregating to'500850000 70% of the paid-up share capital of JCB. In view of this JCB becamesubsidiary with effect from December 1 2016.

Following are the subsidiaries of your Company as on March 31 2017:

1. Advanced Bio-Agro Tech Limited India (60%);

2. Advanced EnzyTech Solutions Limited India (100%);

3. JC Biotech Private Limited India (70%) [with effect from December 01 2016];

4. Advanced Enzymes Inc. USA (100%);

5. Advanced Supplementary Technologies Corporation (Subsidiary of Advanced EnzymesUSA);

6. Cal-India Foods International Inc. (doing business as Specialty Enzymes andBiotechnologies) (Subsidiary of Advanced Enzymes USA);

7. Dynamic Enzymes Inc. (Subsidiary of Advanced Enzymes USA);

8. Enzyfuel Innovation Inc. (Subsidiary of Advanced Enzymes USA); and

9. Enzyme Innovation Inc. (Subsidiary of Cal-India Foods International Step-downsubsidiary of Advanced Enzymes USA).

During the year under review no company has become or ceased to be a subsidiary jointventure entity or associate entity except as mentioned above.

The individual financial statements and other reports of the Company's Subsidiarieshave not been attached to the financial statements of the Company for the financial year2016-17. Any Member seeking information on the annual financial statements of theCompany's Subsidiaries may write to the Company Secretary at the registered office of theCompany. The financial statements of the Company's Subsidiaries will be kept open forinspection at the registered office of the Company from 11.00 a.m. to 3.00 p.m. on allworking days except Saturdays and Sundays up to the date of the 28th AGM ofthe Company.

A separate statement containing the salient features of the financial performance ofsubsidiaries in the prescribed form AOC-1 is annexed to the Directors' Report as AnnexureI and forms part of this report. The Audited Consolidated financial statementstogether with Auditors' Report form part of the Annual Report.

Breif on operations of the Subsidiaries (including date of the incorporation /acquisition) is provided in Management Discussion and Analysis Section and forms part ofthis report.

INVESTMENTS / ACQUISITIONS

Your Directors are pleased to inform on the material updates post the end of thefinancial year under review.

(a) Investment in Advanced Biodiesel Limited:

The Board of Directors of your Company has approved the investment to be made inAdvanced Biodiesel Limited [CIN: U74999MH2017PLC291474] ("ABL") with theobjective to scale up and demonstrate the use / application of Company's products (i.e.enzymes) in the manufacturing of Biodiesel and thereby expand business. ABL is yet tocommence its operations; i.e. manufacturing of biodiesel using enzymatic route.

The investment of your Company in ABL shall be way of acquiring / subscribing in oneor more tranches upto 15% of paid up share capital of ABL for an amount not exceeding'37500000/- (Rupees Thirty Seven Million Five Hundred Thousand). Investment by yourCompany in ABL will be made in a phased manner and is expected to be completed in a periodof 18 months effective April 2017. The contemplated investment in ABL being a relatedparty transaction will be done at face value of equity shares as it's a new company andis on arm's length basis.

(b) Investment / Acquisition of Advanced Enzymes (Malaysia) Sdn Bhd [erstwhile PalmTechno Ventures Enzyme Sdn Bhd] Malaysia:

Your Company has completed the acquisition of 80% shareholding of Advanced Enzymes(Malaysia) Sdn Bhd (AEM) Malyasia by way of subscription to 200000 equity shares at itsface value of MYR 1/- each (i.e. Malaysian Ringgit) of AEM on July 032017. In view ofthis AEM has become subsidiary of your Company on the said date. The primary purpose ofthe acquisition of AEM is expansion of business of your Company in Malaysian market. AEMshall be engaged in the business of supplying and providing enzyme based solutions forextraction of palm oil from palm fruits.

(c) Incorporation of wholly owned subsidiary in Netherlands:

Pursuant to the approval of the Board of Directors your Company has completed theincorporation of a wholly owned subsidiary in Netherlands (i.e. Advanced Enzymes EuropeB.V.) on July 11 2017 mainly to expand your Company's Business in European Market.

(d) Binding agreement to acquire shares of evoxx technologies GmbH:

Your Company's wholly owned subsidiary Advanced Enzymes Europe BV has entered into abinding agreement on July 26 2017 with Germany based evoxx technologies GmbH to acquireits 100% stake for a consideration of € 7.65 Million. The acquisition is expected toclose by mid of August 2017. On completion of this acquisition evoxx would become a stepdown subsidiary (100%) of your Company.

evoxx technologies GmbH ('Evoxx') is an industrial biotech company focused on thedevelopment & production of industrial enzymes and few specialized carbohydrates fornutritional applications. Evoxx has a team of more than 35 scientists & techniciansacross its two sites in Germany.

The acquisition would give your Company a stronger foothold in Germany and in Europeand would also help strengthen Research & Development capabilities.

The other details for the aforementioned Investments are provided on the website of theCompany at www.advancedenzymes.com/investors-other-compliances.aspx

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations performance and future outlook of your Companyits businesses and subsidiaries business are given in the Management Discussion andAnalysis and forms a part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act 2013 ("Act")your Directors confirm that:

a. in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b. appropriate accounting policies have been selected and applied consistently andjudgments and estimates are made reasonably and prudently so as to give a true and fairview of the state of affairs of the Company as at

March 31 2017 and of the profit of the Company for the year ended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a 'going concern' basis;

e. Proper internal financial controls are devised and laid down to ensure compliancewith all the provisions of the applicable laws and that such internal financial controlsare adequate and are operating effectively; and

f. Proper systems are devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

RISK MANAGEMENT

Your Company understands that controlling risks through a formal programme is necessaryfor the well-being of your Company. Your Company has adopted a formal Risk Managementpolicy whereby risks are broadly categorized into Strategic Operational ComplianceFinancial & Cyber Risks etc. The Policy initially has outlined the broad basedparameters of identification assessment monitoring and mitigation of various risks

Your Company has initiated the process of transition to an Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement of internal control and assurance activities.

RELATED PARTY TRANSACTIONS

During the financial year 2016-17 the transactions entered with related parties asdefined under the Companies Act 2013 and provisions of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 were in theordinary course of business and on an arm's length basis. Approval of the Audit Committeeand Board of Directors has been obtained by the Company for Related party transactions ofthe Company as per the provisions of the Companies Act 2013. A quarterly update has beenprovided to the Audit Committee and the Board of Directors on the Related PartyTransactions undertaken by the Company for their review. Approval of the Members of theCompany is also obtained incase any related party transaction exceeds the prescribedlimits.

The Policy on materiality of Related Party Transactions and dealing with related partytransactions as approved by the Board is available on the Company's website and can beaccessed at www.advancedenzymes.com/investors-codes-policies.aspx

As prescribed by Section 134 (3) (h) of the Companies Act 2013 read with Rule 8 (2) ofthe Companies (Account) Rules 2014 particulars of contracts/arrangements with relatedparties are given in Form AOC-2 annexed as Annexure II to this report.

TRANSFER TO UNPAID DIVIDEND ACCOUNT

Unclaimed dividend of Rs 28280 pertaining to financial year 2009-10 has beentransferred by your Company to the Investor Education and Protection Fund (IEPF) asrequired under the Companies Act 2013 and rules made thereunder. Details of unclaimeddividend due for transfer are provided in the Notes to Notice for 28th AnnualGeneral Meeting of the Company ("AGM") and in the Corporate Governance Reportwhich forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act 2013 your Company hadconstituted the Corporate Social Responsibility Committee.

The Annual Report on Corporate Social Responsibility Activities have been provided in Annexure-IIIand forms part of this report. The Composition of CSR Committee is disclosed in thesaid Annual Report on CSR Activities.

The Corporate Social Responsibility Policy may be accessed on the Company's website at www.advancedenzymes.com/investors-codes-policies.aspx.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors:

During the financial year 2016-17 there has been change in the composition of Boardand Key Managerial Personnel of your Company. During the year under review Mr. PradipBhailal Shah and Mr. K.V. Ramakrishna ceased to be Directors of

the Company w.e.f. September 15 2016. Further Mr. Pramod Kasat has been inducted asan Additional Director (Independent Director) on the Board with effect from December 142016 to hold the office till the date of 28th AGM. Notice under section 160 ofthe Companies Act 2013 has been received by your Company proposing candidature of Mr.Pramod Kasat for the office of Independent Director of the Company for a period of fiveyears with effect from December 14 2016. The Board recommends the Ordinary resolution forthe said appointment of Mr. Pramod Kasat as an Independent Director in item 7 of AGMNotice.

The present term of Mr. Mukund Kabra as Whole-time Director of the Company ended onMarch 31 2017. Accordingly based on the recommendation of the Nomination andRemuneration Committee the Board of Directors has approved his re-appointment as theWhole-time Director (& Key Managerial Personnel ) of the Company for a period of fiveyears effective from April 01 2017 subject to approval of the Members at this 28th agm.The Board recommends the Special Resolution for the said re-appointment of Mr. MukundKabra as Whole-time Director in item 8 of AGM Notice.

Mr. Vasant Rathi the existing Non -Executive Promoter Director of the Company has beenappointed as Chairman with effect from March 25 2017 in place of Mr. Kedar Desai. Mr.Kedar Desai continues to be the Independent Director of the Company.

Key Managerial Personnel:

Mr. Sanjay Basantani has been appointed as Company Secretary and Head-Legal with effectfrom February 14 2017. Mr. Sanjay Basantani is a qualified Company Secretary a member ofInstitute of Company Secretaries of India (ICSI) and has also completed L.L.B. from MumbaiUniversity. Further Mr. Prabal Bordiya the then Company Secretary has been deputed as aCompany Secretary of JC Biotech Private Limited subsidiary company and ceased to beCompany Secretary of Advanced Enzyme Technologies Limited with effect from February 132017.

RETIRE BY ROTATION

Mr. Vasant Rathi Chairman (Director) who is liable to retire by rotation at the AGMand being eligible offers himself for re-appointment. The Board of Directors thereforerecommends his re-appointment as Director of the Company.

DECLARATION BY THE INDEPENDENT DIRECTORS

During the year under review declarations were received from all Independent Directorsof the Company that they satisfy the 'criteria of Independence' as defined underRegulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations") and Section 149(6) of theCompanies Act 2013 read with Schedule IV and the relevant Rules made thereunder.

AUDITORS AND AUDITORS' REPORT

Pursuant to provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 (as amended) BSR & CO LLP CharteredAccountants ("BSR") were appointed as Statutory Auditors for a term of fiveyears to hold office from the conclusion of 27th Annual General Meeting up to theconclusion of the 32nd Annual General Meeting subject to ratification at every AnnualGeneral Meeting.

In view of the above the approval of Members is being sought for ratification ofappointment of BSR as Statutory Auditors of the Company and to fix their remuneration.

The Auditors' Report to the Members on the Financial Statements of the Company for theyear ended March 31 2017 does not contain any qualification reservation or adverseremark.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance and the Certificate of the Auditors of the Companyregarding compliance of the conditions of Corporate Governance as stipulated in Part C ofSchedule V of SEBI Listing Regulations 2015 are enclosed as Annexure VII. Adeclaration signed by the Managing Director in regard to compliance with the Code ofConduct by the members of the Board and Senior Management Personnel also forms part ofthis Report.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed Mr. Shiv Hari Jalan Company Secretary (FCS No.5703; C.P.No.4226) to undertake the Secretarial Audit of the Company. The SecretarialAudit Report for the financial year 2016-17 is annexed as Annexure - VIII and formsan integral part of this Report.

The Secretarial Audit Report for the year ended March 31 2017 does not contain anyqualification reservation or adverse remark.

COMMITTEES OF THE BOARD

Currently the Board has mainly five committees viz. the Audit Committee theNomination and Remuneration Committee the Corporate Social Responsibility Committee theStakeholders Relationship Committee and Transfer Committee. Consequent to the resignationof Mr. K. V. Ramakrishna from the directorship of Company w.e.f. September 15 2016 theCommittees were reconstituted. The details of the composition of these Committees areprovided in the Corporate Governance Report and form part of this Report.

VIGIL MECHANISM

The Board had adopted Whistle Blower Policy / Vigil Mechanism Policy pursuant to theprovisions of Section 177(9) of the Companies Act 2013 and the Companies (Meetings ofBoard and Its Powers) Rules 2014 and Regulation 22 of SEBI Listing Regulations. Detailson the Vigil Mechanism of your Company have been outlined in Corporate Governance Reportwhich forms part of this Report.

The Vigil Mechanism Policy may be accessed on your Company's Website at: www.advancedenzymes.com/investors-codes-policies.aspx.

MEETINGS OF THE BOARD

During the year seven meetings of the Board of Directors were held. The requisitedetails of the Board Meetings and the details of the Directors present are provided in theCorporate Governance Report which forms part of this Report.

EVALUATION OF PERFORMANCE OF BOARD ITS COMMITTEES AND OF DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and SEBI Listing Regulations theBoard of Directors has undertaken an annual evaluation of its own performance its variousCommittees and individual directors. The manner in which the performance evaluation hasbeen carried out has been given in detail in the Corporate Governance Report annexed tothis Report.

The Board Evaluation policy can be accessed on your Company's website at: www.advancedenzymes.com/investors-codes-policies.aspx.

We affirm that the remuneration paid to the Directors is as per the terms laid out inthe Nomination and Remuneration

Policy of the Company.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Pursuant to provisions of Regulation 25(7) of the SEBI Listing Regulations the detailof familiarization program is available at website of your Company at www.advancedenzymes.com/investors-codes-policies.aspx.Further at the time of the appointment of an Independent Director the Company issues aLetter of appointment outlining his / her role function duties and responsibilities. Theformat of the letter of appointment is available on our website at www.advancedenzymes.com/investors-appointment-letter.aspx.

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

Your Company has in place a Code of Conduct for Prohibition of Insider Trading whichlays down the process of trading in securities of the Company by the designated employeesand the connected persons and to regulate monitor and report trading by the employees andthe connected persons of your Company either on his/her own behalf or on behalf of anyother person on the basis of unpublished price sensitive information.

The aforementioned Code is available on the website of your Company at: www.advancedenzymes.com/investors-codes-policies.aspx.

INTERNAL CONTROL AND ITS ADEQUACY

Your Company has adopted procedures and systems for ensuring the orderly and efficientconduct of its business including

adherence to the Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of financial disclosures. Your Company maintains appropriateand adequate Internal Control Systems / Internal Financial Controls commensurate to itssize and nature of operations. Your Company's Internal control systems are tested andcertified by the Internal Auditors and Statutory Auditors of the Company.

The Audit Committee periodically reviews the report(s) of the independent InternalAuditors along with the adequacy and effectiveness of Internal Control systems.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and its future operations.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in business and in the nature of business of your Company duringthe year under review.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED

The details of loans and investments under Section 186 of the Companies Act 2013 readwith the Companies (Meetings of Board and its Powers) Rules 2014 for the financial year2016-17 are given in the standalone financial statements (Please refer to Note 14 and 15to the standalone financial statements). Your Company has not provided any guarantee orsecurity under Section 186 of the Companies Act 2013 during the financial year 2016-17.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company in Form MGT-9 is annexed herewith as ANNEXUREIV to this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134 of the Companies Act 2013 readwith Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in ANNEXURE V andforms part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to with Section 197(12) of the Act read with Rules5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is disclosed in ANNEXURE IX to this report.

The statement containing particulars of remuneration of employees as required undersection 197(12) of the Act read with the Rule 5(2) & 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is given in anAnnuxure X to the Annual Report. In terms of section 136(1) of the Act the Annual Reportis being sent to the Members excluding the said Annexure X. However this Annexure isavailable for inspection by the Members at the Registered office of the Company duringbusiness hours on all working days except Saturdays and Sundays up to the date of the AGM.Any Member desirous of obtaining a copy of the said Annexure may write to the CompanySecretary of the Registered office address of your Company.

FIXED DEPOSIT

Your Company did not invite or accept deposits covered under Chapter V of the CompaniesAct 2013 and there are no such deposits outstanding with the Company.

CREDIT RATING

During the year under review your Company has received the rating of CRISIL A/Stablefor outstanding Bank facilities (outstanding facilities) by Credit Rating InformationServices of India Limited (CRISIL).

EMPLOYEES STOCK OPTION PLAN

The details of Employees Stock Option Scheme 2015 [ as amended] (ESOP 2015) andEmployees Incentive Plan 2017 (Plan 2017) are provided in Annexure VI and formspart of this Report. The said details are also published on the website of the Company at www.advancedenzymes.com/investors-codes-policies.aspx

ESOP 2015:

During the year under review your Company has granted 44000 Stock Options to all itseligible employees under ESOP 2015.

Plan 2017:

The Members of the Company has also approved the AETL Employees Incentive Plan 2017("Plan 2017") through trust route and related matters on May 4 2017 through aPostal Ballot. Your Company has received In-Principle approval from BSE Limited andNational Stock Exchange of India Limited. As on the date of this report no Stock Options/ Stock Appreciation Rights have been granted under the Plan 2017.

ESOP 2015 and Plan 2017 are in compliance with the SEBI (Share Based Employee Benefits)Regulations 2014 Companies Act 2013 and SEBI Listing Regulations (as amended from timeto time).

ESOP 2015 and Plan 2017 are published on the website of your Company at: www.advancedenzymes.com/investors-codes-policies.aspx

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a. Neither the Managing Director nor the Whole-time Directors of your Company receiveany remuneration or commission from any of its subsidiaries.

b. Your Company has not issued shares with differential rights as to dividend votingor otherwise.

c. Your Company has also devised a policy on Prevention of Sexual Harassment as perthe provision of the Sexual Harassment Of Women at Workplace (Prevention Prohibiton andRedressal) Act 2013. The said Policy is hosted on Company's website at www.advancedenzymes.com/investors-codes-policies.aspx.

There were no cases / grievances reported or pending during the year under review.

ACKNOWLEDGMENTS

Your Directors acknowledge with gratitude the support received by your Company from theBanks Government Agencies/ organizations and employees of the organization.

Your Directors also acknowledge with thanks the faith reposed by the investors in theCompany and look forward to their continued support for times to come.

For and on behalf of the Board of Directors of Advanced Enzyme Technologies Limited
Vasant Rathi
Chairman
DIN: 01233447
Thane August 09 2017

Annexure I

FORM NO. AOC-I

(Pursuant to first provision to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014) Statement containing salient features of the financialstatement of subsidiaries/associate companies/joint ventures

FINANCIAL YEAR 2016-17

Part "A"- Subsidiaries (* in Million Except % shareholding

& exchange rate)

S No. 1 2 3 4
Name of the subsidiary Advanced Bio-Agro Tech Limited Advanced Enzytech Solutions Limited Advanced Enzymes USA JC Biotech Private Limited

(became subsidiary w.e.f. December 01 2016)

Reporting period for the subsidiary concerned if different from the holding company's reporting period 2016-17 (same as holding company) 2016-17 (same as holding company) 2016-17 (same as holding company) 2016-17 (same as holding company)
Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. INR INR USD

1USD = INR 64.84

INR
Share Capital 1 0.7 286 204
Reserves & Surplus 129 37 2282 33
Total Assets 163 58 2642 486
Total Liabilities 32 20 74 248
Investments NIL NIL NIL NIL
Turnover 399 101 1736 139
Profit Before Taxation 60 8 920 8
Provision for Taxation 21 2 330 2
Profit After Taxation 39 6 590 6
Proposed Dividend NIL NIL NIL NIL
Extent (%) of Shareholding 60% 100% 100% 70%

Note:

1. The figures for foreign subsidiaries is arrived on the basis of exchange rate as onMarch 31 2017.

2. The financials of Advanced Enzymes USA are consolidated financials and includesfinancials of five step down subsidiaries of the Company viz; Cal-India FoodsInternational Inc. USA Advanced Supplementary Technologies Corporation USA EnzymeInnovation Inc. USA Dynamic Enzymes Inc. USA and Enzyfuel Innovation Inc. USA.

3. Names of the Subsidiaries which are yet to commence the operations : NIL during thefinancial year 2016-17

4. Names of the Subisidaries which have been sold or liquidated during the year: NIL

Exchange Rate on 31/03/2017 : 1USD = INR 64.84 Avg Exchange rate for F.Y. 2017-18 :1USD = INR 67.09

Part "B": Associates & Joint Ventures NIL

For and on behalf of the Board of Directors of Advanced Enzyme Technologies Limited

Chandrakant Rathi Kedar Desai Rupa Vora Beni. P.Rauka Sanjay Basantani
Managing Director Director Director Chief Financial Officer Company Secretary
DIN: 00365691 DIN:00322581 DIN: 01831916 Membership No: 039980 Membership No: A19637
Date: August 09 2017 Date: August 09 2017 Date: August 09 2017 Date: August 09 2017 Date: August 09 2017
Place: Thane Place: Thane Place: Thane Place: Thane Place: Thane

Annexure II

FORM NO. AOC.2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

1. Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto

Details of contracts or arrangements or transactions not at arm's length basis: NotApplicable (as on Arms' length basis)

(a) Name(s) of the related party and nature of relationship: NIL

(b) Nature of contracts/arrangements/transactions: NIL

(c) Duration of the contracts/arrangements/transactions: NIL

(d) Salient terms of the contracts or arrangements or transactions including the valueif any: NIL

(e) Justification for entering into such contracts or arrangements or transactions: NIL

(f) Date(s) of approval by the Board: NIL

(g) Amount paid as advances if any: NIL

(h) Date on which the special resolution was passed in general meeting as requiredunder first proviso to section188- NA

2. Details of material contracts or arrangement or transactions at arm's length basis:

Particulars Transaction-Sale / Purchase Transaction-Loan
A Name(s) of the related party and Nature of relationship Advanced Enzymes Inc. USA through its subsidiary Cal-India Foods International

Wholly Owned Subsidiary

Advanced Bio Agro Tech Limited

Subsidiary

Advanced Enzymes Inc. USA Wholly Owned Subsidiary
B Nature of contracts/ arrangements/transactions Sales/Purchases of Goods Sales Loan provided by the Company to Advanced Enzymes Inc. USA. The Loan has been duly repaid to the Company during the year under review.
C Duration of the contracts/ arrangements/transactions Transaction during the year ended March 31 2017 Transaction during the year ended March 31 2017 Transaction during the year ended March 31 2017
D Salient terms of the contracts or arrangements or transactions including the value if any: Total amount of transactions:

Rs 350.07 Million [Sale: Rs 343.19 Million Purchase: Rs 6.88 Million]

Total amount of transactions:

Sale: Rs 233.28 Million

Total amount of transaction: '400 Million Further details are as mentioned in point (B) above
E Date(s) of approval by the Board if any: June 25 2016 June 25 2016 May 17 2016
F Amount paid as advances if any NIL NIL NIL

For and on behalf of the Board of Directors of Advanced Enzyme Technologies Limited

Vasant Rathi Chairman DIN: 01233447 Thane August 09 2017