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Artemis Global Life Sciences Ltd.

BSE: 540616 Sector: Health care
NSE: AGLSL ISIN Code: INE517U01013
BSE LIVE 15:40 | 15 Dec 118.80 0.45
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NSE 15:31 | 15 Dec 117.50 -0.45
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OPEN 118.75
PREVIOUS CLOSE 118.35
VOLUME 1650
52-Week high 159.15
52-Week low 100.20
P/E 5940.00
Mkt Cap.(Rs cr) 763
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 118.75
CLOSE 118.35
VOLUME 1650
52-Week high 159.15
52-Week low 100.20
P/E 5940.00
Mkt Cap.(Rs cr) 763
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Artemis Global Life Sciences Ltd. (AGLSL) - Director Report

Company director report

Dear Members

The Directors of the Company are pleased to present their Seventh Annual Reporttogether with the annual audited consolidated and standalone financial statements for thefinancial year ended March 312017.

FINANCIAL RESULTS

Standalone

Consolidated*
Particulars Year ended 31.03.2017 Year ended 31.03.2016 Year ended 31.03.2017
Total Revenue 41 36 46950
Profit Before Depreciation 36 14 4732
Depreciation 15 - 1549
Profit Before Tax 21 14 3183
-Provision for Tax - Current 1 7 (171)
-Provision for Tax - Adjustment 5 - (649)
-Provision for Tax - Deferred - - 1003
Net Profit after Tax 15 7 3000
Balance brought forward from previous year 2 (5) (2827)
Profit Available for Appropriation 17 2
'Received from PTL Enterprises Limited '(Demerged Undertaking) pursuant to the Scheme of Arrangement (Demerger) sanctioned by Kerala High Court & National Company Law Tribunal (NCLT) New Delhi 85 85
Transfer to General Reserve - - -
Balance Carried Forward 102 2 258

Consolidated Figures not provided for the financial year ended March 312016 since theCompany had no subsidiary Company

OPERATIONS/ STATE OF AFFAIRS AND FUTURE OUT LOOK

The gross total Consolidated income of your Company for the year ended March 312017amounted to Rs. 46950/- Lakhs. After providing for depreciation and tax consolidated netprofit amounted to Rs. 3000/- Lakhs. The gross Standalone total income of your Companyfor the year ended March 312017 amounted to Rs. 41 Lakhs. After providing fordepreciation and tax Standalone net profit amounted to Rs.15 Lakhs.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act 2013 and AS 21 - Consolidated FinancialStatements the audited consolidated financial statement is provided in the Annual Report.

SCHEMEOFARRANGEMENT

The Scheme of Demerger/Arrangement between your company and PTL Enterprises Limited(PTL) approved by the Kerala High Court and National Company Law Tribunal New Delhibecame operative w.e.f 01st April 2016 being appointed date in term of the DemergerScheme. Therefore your company has become holding company of Artemis Health Sciences LtdArtemis Medicare Services Ltd and Athena Eduspark Ltd. w.e.f 01st April 2016. In view ofthe above accounts have also been prepared on consolidated basis.

In consideration of the demerger of the Medicare and Healthcare Undertaking ArtemisGlobal Life Sciences Limited("AGLSL") has issued and allotted equity shares tothe shareholders of PTL Enterprises Ltd. in the share entitlement ratio of 1:1 i.e. one(1) equity share of Rs. 2/ - (Indian Rupees Two only) each in AGLSL for every one (1)equity share of Rs. 2/- (Indian Rupees Two only) each in PTL Enterprises Ltd held by eachshareholder as on record date of 29th March 2017 fixed by PTL.

CHANGE IN CAPITAL STRUCTURE AND INCREASE IN PAID UPCAPITAL PURSUANT TO THE SCHEME OFARRANGEMENT

Pursuant to the approved Scheme of arrangement /demerger between your company and PTLEnterprises Limited (PTL) approved by the Kerala High Court and National Company LawTribunal New Delhi 500000 Equity Shares of Rs 2 (Indian Rupees Two Only) each fullypaid up of your Company was Cancelled and 66188500 equity shares of Rs. 2 (IndianRupees Two Only) each were allotted to the shareholder of the PTL Enterprises Limited(Demerged Company ) on March 30 2017 in the ratio of 1 (One) equity share in Company forevery 1 (One) equity shares of Rs. 2/- (Indian Rupees Two Only) each held in the DemergedCompany. Accordingly the paid up capital of the Company has increased to Rs. 132377000.

DIVIDEND

To conserve resources for business your Directors do not recommend any dividend.

MATERIAL CHANGES AND COMMITMENTS

Your Company got the approval of the BSE Limited on June 12 2017 and NSE on May 262017 for listing of shares and trading of shares has started from July 20 2017.Nomaterial changes and commitments affecting the financial position of your Company haveoccurred between the end of the financial year of the Company to which the financialstatements relate and on the date of this report. There has been no change in the natureof the business of the Company

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to Corporate Governance requirements set out by the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015("SEBI(LODR) Regulations 2015") whichwill be applicable to the Company from the financial year 2017-18. However Your Companyis making the best effort to comply with the requirement of the ("SEBI (LODR)Regulations 2015").

SUBSIDIARY COMPANY/HOLDING COMPANY

During the reporting period company has become the holding Company of the Artemis HeathSciences Ltd (AHSL) and Artemis Medicare Services Ltd (AMSL) Athena Eduspark Ltd w.e.f01.04.2016.Also your Company has become the Subsidiary Company of the ConstructiveFinance Private Limited

Pursuant to Section 129 (3) of the Companies Act 2013 and Accounting Standard- 21issued by the Institute of Chartered Accountants of India Consolidated FinancialStatements presented by the Company include the financial statements of its subsidiaries.

In terms of provisions of Section 136 of the Companies Act 2013 the Company shallplace separate audited accounts of the subsidiary companies on its website atwww.aglsl.in. The Company will make available physical copies of these documents uponrequest by any shareholder of the Company/ subsidiary interested in obtaining the same.These documents shall also be available for inspection at the registered office of theCompany during business hours up to the date of ensuing Annual General Meeting.

Report on the performance and financial position of Subsidiary Companies.

Pursuant to Section 134 of the Companies Act 2013 and Rule 8(1) of the Companies(Accounts) Rules 2014 the report on performance and financial position of the subsidiarycompanies included in the consolidated financial statement is presented as under:

Sl. No. Name of the Subsidiary Subsidiary Report
1 Artemis Health Sciences Limited (AHSL) Subsidiary AHSL is the holding company of AMSL. It is engaged in healthcare business through its subsidiary AMSL.
2 Artemis Medicare Services Limited (AMSL) Step - Subsidiary AMSL is running a super specialty Tertiary Care hospital(s) in India. It is the Subsidiary of AHSL.
3 Athena Eduspark Limited (AEL) Step - Subsidiary AEL is providing trained manpower to the educational institutions. It is the Subsidiary of AHSL.

Further a separate statement containing the salient features of the financialstatements of subsidiary company in the prescribed form AOC-1 has been disclosed in theConsolidated Financial Statements and therefore not repeated to avoid duplication

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Pradeep Kumar Director of the Company resigned w.e.f. April 05 2017 due to hispersonal reasons.

Your Directors place on record their deep appreciation for the valuable services andguidance provided by Mr. Pradeep Kumar.

The following Directors were appointed during the reporting period

S.No. Particulars Designation Date of Appointment
1 Mr. Neeraj Kanwar Additional Director Non-executive and Non Independent March 30 2017
2 Mr. Akshaykumar Chudasama Additional Director Independent March 30 2017
3 Dr. S Narayan Additional Director Independent March 30 2017
4 Dr. Sanjaya Baru Additional Director Independent March 30 2017
5 Ms. Devlina Chakravarty Managing Director August 04 2017
6 Mr. U.S Anand Additional Director Independent August 04 2017

Based on the recommendation of the Nomination and Remuneration Committee the Board hasrecommended the appointment of Mr. Neeraj kanwar as Director and Mr. Akshay kumarChudasama Dr. S Narayan Dr. Sanjaya Baru and Mr. US Anand as Independent Director(s) ofthe Company.

The Board has also on the recommendation of N&R Committee recommended theappointment of Dr. Devlina Chakravarty as Managing Director.

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Harish Bahadur Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for reappointment.

The Company has received declarations from all the independent Directors of the Companythat they meet the criteria of Independent prescribed under the Companies Act 2013 andListing regulations.

KEY MANAGERIAL PERSONNEL

At present KMP in the Company as per Section 2(51) and 203 of the Companies Act 2013are as follows:

Dr. Devlina Chakravarty Managing Director
Mr. Anuj Sood Company Secretary & Compliance officer
Ms. Aastha Kalra Chief Financial Officer

BOARD MEETINGS

The Board meets at regular intervals to discuss the Company's policies and strategyapart from other Board matters. The tentative annual calendar of the Board and Committeemeetings is circulated in advance to facilitate the Directors to plan their schedule andto ensure participation in the meetings. The notice for the Board/Committee meetings isalso given well in advance to all the Directors.

During the year five board meetings were held on 10.05.2016 07.09.2016 01.12.201602.02.2017 and 30.03.2017. The maximum time period between the two board meetings did notexceed 120 days.

No. of meeting attended by the Directors

S.No Name Meeting Attended
1 Mr. Onkar S Kanwar 02
2 Mr. Neeraj Kanwar* -
3 Mr. Harish Bahadur 05
4 Mr. Akshay Chudamasa* -
5 Dr. Sanjaya Baru* -
6 Dr. S. Narayan* -
7 Pradeep Kumar** 05
*Appointed on March 30 2017
** Resigned from April 05 2017

BOARD COMMITTEES

The Board of Directors has constituted three Committees viz on 30.03.2017

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

The Audit Committee of the Company Comprises of following as members

S.No. Name of Director Designation in the Committee
1 Dr. S. Narayan Chairman
2 Mr. Akhsay Chudasama Member
3 Mr. Harish Bahadur Member

The Nomination and Remuneration Committee of the Company Comprises of following asmembers

S.No. Name of Director Designation in the Committee
1 Dr. S. Narayan Chairman
2 Dr. Sanjaya Baru Member
3 Mr. Harish Bahadur Member

The Stakeholders' Relationship Committee of the Company Comprises of following asmembers

S.No. Name of Director Designation in the Committee
1 Dr. S. Narayan Chairman
2 Mr. Harish Bahadur Member

POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act are appendedas Annexure I to this Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a vigil mechanism to provide appropriate avenues to theDirectors and employees to bring to the attention of the Management their genuineconcerns about behaviour of employees.

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriateavenues to the employees to bring to the attention of the management the concerns aboutany unethical behaviour by using the mechanism provided in the Policy. In cases relatedto financial irregularities including fraud or suspected fraud the employees maydirectly approach the Chairman of the Audit Committee of the Company. The Policy providesthat no adverse action shall be taken or recommended against an employee in retaliation tohis/her disclosure in good faith of any unethical and improper practices or allegedwrongful conduct.

This Policy protects such employees from unfair or prejudicial treatment by anyone inthe Company. The said policy is available on the Company's website at www.aglsl.in.

DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors have confirmed to the Board that they meet the criteriaof independence as specified under Section 149(6) of the Act and that they qualify to beindependent directors pursuant to the Rule 5 of the Companies (Appointment andQualification of Directors) Rules 2014. They have also confirmed that they meet therequirements of ‘Independent Director' as mentioned under Regulation 16(1) (b) of theListing Regulations.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

There were no employees during the reporting period under review drawing remunerationspecified under section 197 of the Companies Act 2013 read with the applicable rules.

SECRETARIAL AUDIT

Pursuant to the requirements of Section 204(1) of the Act and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. RSMV & Co. Company Secretary in Practice to conduct the secretarialaudit for the financial year 2017-18.

The Secretarial Audit Report was not applicable during the reporting period underreview.

DEPOSITS

During the year under review your Company has neither accepted nor renewed anydeposits during the Financial Year 2016-17 in terms of Chapter V of the Companies Act2013 and no amount of principal or interest was outstanding in respect of deposits fromthe public as on the date of balance sheet.

DIRECTORS' RESPONSIBILITY STATEMENT

Your directors state that: -

a. In the preparation of the Annual Accounts for the year ended 31st March 2017 theapplicable accounting standards have been followed and there are no material departuresfrom the same.

b. Such accounting policies have been selected and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company as at 31st March 2017 and of the profit of thecompany 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 Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities.

d. Annual Accounts for the year ended 31st March 2017 have been prepared on a goingconcern basis and

e. Proper Systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FIANACIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Polices & Procedures adopted by the company ensure orderly & efficientconduct of the business including adherence to company's polices safeguarding theassets prevention & detection of fraud & errors accuracy & completeness ofthe accounting records and timely preparation of reliable financial information.

RISK MANAGEMENT

The Company has a well-defined risk management framework in place. Further it hasestablished procedures to periodically place before the Audit Committee the riskmanagement and assessment measures.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding Conservation of Energy and Technology Absorption are notfurnished since they are not applicable to the Company.

During the year the Company has not earned any foreign exchange on standalone basis.

STATUTORY AUDITORS

M/s. Anand Dua & Associates Chartered Accountants were appointed as StatutoryAuditors of your Company for a period of five years from 2016-17 to 2020-2021 at theAnnual General Meeting held on August 04 2016. However as per the first proviso ofSection 139 (1) of the Companies Act 2013 the appointment of auditors has to be ratifiedby the members at every annual general meeting.

The Company has received a letter from the auditors confirming that they are eligiblefor appointment as auditors of the Company under section 139 of Companies Act 2013 andmeet the criteria for appointment specified in section 141 of the Companies Act 2013.

Accordingly their appointment is recommended for ratification at the ensuing AnnualGeneral Meeting.

AUDITORS' REPORT

The Auditors' report does not contain any qualifications reservations or adverseremarks.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as on 31.03.2017 in the prescribed form MGT.9 pursuant tosection 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies (Management andAdministration) Rules 2014 is attached herewith as Annexure - II and forms part of thisReport.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

Particulars of loans given & investments made along with the purpose for which theloan and investments made are provided in the standalone financial statement. Please refernote no. B6 to the standalone financial statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION188(1) OF THE COMPANIES ACT 2013

During the financial year 2016-2017 there was no contracts or arrangements with relatedparties referred to in section 188(1) of the Act. Therefore Particulars on Contracts orArrangements with Related Parties Referred to in Section 188(1) of the Companies Act 2013pursuant to Section 134(3h) of the Act read with rule 8(2) of the Companies ( Accounts )Rules 2014 are not required to be given.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by anyregulatory authority court or tribunal which shall impact the going concern status andcompany's operations in future.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013

Your Company has in place as formal policy for prevention of sexual harassment of itswomen employees in line with the Sexual Harassment of women at workplace (PreventionProhibition And Redressal) Act 2013.

Since there was no women employee in the company during the reporting period henceprovisions of "The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 were not applicable on your company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation to the Bankers and otherbusiness Associates in particular and in general from all persons associated with theCompany. We place on record our appreciation for the contribution made by all theemployees towards the growth of your Company.

For and on behalf of the Board of Directors
Sd/-
Place : New Delhi Onkar S Kanwar
Date: 04.08.2017 Chairman