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ANG Lifesciences India Ltd.

BSE: 540694 Sector: Health care
NSE: N.A. ISIN Code: INE236W01016
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NSE 05:30 | 01 Jan ANG Lifesciences India Ltd
OPEN 40.50
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VOLUME 3200
52-Week high 65.75
52-Week low 28.20
P/E 3.67
Mkt Cap.(Rs cr) 21
Buy Price 38.25
Buy Qty 1600.00
Sell Price 43.95
Sell Qty 1600.00
OPEN 40.50
CLOSE 40.00
VOLUME 3200
52-Week high 65.75
52-Week low 28.20
P/E 3.67
Mkt Cap.(Rs cr) 21
Buy Price 38.25
Buy Qty 1600.00
Sell Price 43.95
Sell Qty 1600.00

ANG Lifesciences India Ltd. (ANGLIFESCIENCES) - Director Report

Company director report

To

The Members

ANG Lifesciences India Limited

Your Directors have pleasure in presenting their 12th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March312018.

Financial Highlights & Review of Operations

The Company's financial performance for the year ended March 312018 issummarized below:

(Amt. in Lacs)
Particulars 2017-18 2016-17
Income from Operations 7604.47 6766.81
Other income 68.72 25.02
Total 7673.20 6791.82
Operating Expenditure 6900.67 6140.83
Earnings before Interest Tax Depreciation and Amortization (EBITDA) 772.53 650.99
Finance Cost 158.06 152.82
Depreciation and amortization expense 119.15 117.04
Profit before exception items and tax 495.31 381.14
Exceptional Item 0.00 0.00
Profit before tax (PBT) 495.31 381.14
Tax expense 122.91 98.79
Profit after Tax (PAT) 372.41 282.35

The revenue from operations stood at Rs. 7604.47 Lacs for the financial year 2017-18 ascompared to Rs. 6766.81 Lacs in the previous year delivering impressive financial andoperating performance with the growth of 12.38%. Such increase was attributed to increasedvolumes of sales due to marketing initiatives taken by the Company.

Initial Public Offer

During the year under review the Company came out with an Initial Public Offer of1500800 Equity Shares at face value of Rs. 10/- and a premium of Rs. 70/- per share.

Your Directors are pleased to inform that the company had successfully completed itsInitial Public Offer and got its shares listed on SME Platform of BSE Limited on 8thof September 2017. The issue was oversubscribed by 7.83 times. The Paid up share capitalof the Company as on 31st March 2018 is 51.83 Lacs. The listing fees to BSElimited for the financial year 2018-19 have been duly paid.

Dividend

Your Directors feel that it is prudent to plough back the profits of the Company forthe future growth of the Company and therefore do not recommended any dividend for theyear ended March 312018.

Reserves

The company has not transferred any amount to Reserves during the year.

Change in the nature of business

There is no change in the nature of business during the year under review and there isno material change and commitments affecting the financial position of the Company duringthe period from 31st March 2018 till the date of this report.

Conservation of energy technology absorntion. foreign exchange earnings and outgo

Energy conservation continues to be an area of major emphasis in our Company. Effortsare made to optimize the energy cost while carrying out the manufacturing operations.Particulars with respect to conservation of energy and other areas as per Section134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 areannexed hereto and form part of this report as Annexure-I and is attached herewith.

Deposits

The Company has neither accepted nor renewed any deposits falling within the ambit ofSection 73 of the Companies Act 2013 and rules made there under during the year underreview.

Particulars of Loans. Guarantees or Investments made under Section 186 of the CompaniesAct. 2013

The details of the loans guarantees and investment made by the company are given inthe notes to the financial statements which forms an integral part of the annual report.

Particulars of Contracts or Arrangements made with Related parties

The Related Party Transactions that were entered into during the financial year were onan arm's length basis and in the ordinary course of business. The details of related partytransactions are placed before the audit committee for its review and approval which arefurther approved by the Board of Directors in their subsequent meeting.

The disclosure of Related Party Transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC-2 is enclosed as Annexure-U.

Statutory Auditors

M/s Ajay K Khanna & Co. Chartered Accountants Auditors of the Company wereappointed as Statutory Auditors of the Company in the 9th Annual General Meeting to holdoffice up to the conclusion of the 14th Annual General Meeting subject toratification by shareholders each year. Accordingly the Board of Directors based on therecommendation of the Audit Committee has proposed the ratification of appointment of M/sAjay K Khanna & Co. as the Statutory Auditors by the shareholders of the Company tohold the office from the conclusion of the forthcoming Annual General Meeting till theconclusion of 13th Annual General Meeting of the Company.

The Company has obtained from Auditors a written consent and a certificate as requiredunder the Section 139 of the Companies Act 2013 to the effect that their reappointmentif made would be within the limits and in accordance with the criteria specified underSection 141 of the Companies Act 2013.

The Auditor's Report on the Annual Accounts of the Company for the year under review isself explanatory and requires no comments. During the year under review there were nofrauds reported by Auditors under Section 143(12) of Companies Act 2013.

Cost Auditor

Pursuant to Section 148(3) of the Companies Act 2013 M/s V. Kumar & Associates(Firm Reg. No. 100137) Cost Accountants have been appointed as the Cost Auditors of theCompany for the financial year 2017-18 by the Board of Directors and their remunerationhas been ratified by members at the 11th Annual General Meeting of the Company.

Particulars of Employees

Disclosure under Section 197(12) read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedhereto as Annexure-III. However no information is required to be furnished Rule 5(2)& 5(3) as no employees of the company were entitled to remuneration exceeding OneCrore and Two Lakh rupees per annum where employed for full year or Eight Lakh and FiftyThousand rupees per month where employed for a part of the year.

Extract of the annual return

The extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and administration) Rules 2014 isattached as Annexure-IV.

Management Discussion & Analysis Report

A detailed review of the operations performance and future outlook of the Company isgiven in the Management Discussion & Analysis Report as stipulated under Reg. 34(2)(e)of SEBI (Listing Obligations and Disclosure Requirements) 2015 is annexed herewithforming part of the annual report 2017-18.

Corporate Social Responsibility (CSRt

The Company does not fall under the ambit of Section 135 of the Companies Act 2013read with the Companies (Corporate Social Responsibility Policy) Rules 2014 and hence theprovision of the same are not applicable to the Company.

Formal Annual Evaluation of performance of Board of Directors. Committees and Directors

Pursuant to the section 134 (p) of Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual performance evaluation of its own performance the Directors individually as wellas the Board Committees as per the criteria laid down by Nomination & RemunerationCommittee. Also the independent directors met separately on 15 th March 2018to evaluate the performance of non independent directors performance of the board as awhole. Also performance of the Chairman was evaluated taking into account the views ofexecutive directors and non-executive directors.

Number of cases filed. If any and their disposal under section 22 of the SexualHarassment of Women at work place fPrevention. Prohibition And Redressall Act. 2013

Your Company has Zero tolerance towards any action on part of any one which may fallunder the ambit of ‘Sexual Harassment' at workplace and is fully committed to upholdand maintain the dignity of every women working with the Company. The Policy has beenframed by the Company in this regard which provides for protection against sexualharassment of women at workplace and for prevention and redressal of such complaints.

Significant and material orders passed by the regulators or courts

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

Secretarial Audit

M/s Anjum Goyal & Associates Practicing Company Secretaries was appointed asSecretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year2017-18 pursuant to the provisions of Section 204 of the Companies Act 2013 andCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

There has been no qualification reservation adverse remark or disclaimer given by theSecretarial Auditor in his Report for the year under review and therefore does not callfor any further comments. The Secretarial Audit Report is annexed as Annexure-V to thisreport.

Corporate Governance Report

Pursuant to Reg. 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)2015 the compliance with the corporate governance provisions specified in regulations 17to 27 and clauses (b) to (i) of sub-regulation (2) of Reg. 46 and Para C D and E ofSchedule V shall not apply to the company being listed on the SME platform of BSE. Howeveryour company is complying with the principals of good corporate compliances.

Directors and Key Managerial Personnel

Directors: Pursuant to section 149(1) of the Companies Act 2013 the Board ofDirectors of the company comprises of total 5 (Five) Directors including 2 (Two) womandirectors on its board.

Changes in Directors: During the year under review the company has appointed Smt.Sudesh Kumari (DIN: 07486033) and Mr. Sarvinder Singh (DIN: 08102719) as additionaldirectors in the Board meeting held on 12.04.2018 subject to the approval of shareholdersin the ensuing annual general meeting and also accepted the resignation of Mr. PawanjitSingh (DIN: 07505395) and Mrs. Nipur Gupta (DIN: 07507356)

Declaration by an Independent Director(s): The independent directors have given thedeclarations to the Board confirming that they meet the criteria of independence asstipulated in Section 149(6) of the Companies Act 2013 so as to qualify themselves to beappointed as Independent Directors under the provisions of the Companies Act 2013 and therelevant rules.

Retirement by Rotation: Mr. Rajesh Gupta Managing Director of the Company is retiringby rotation at the forthcoming Annual General Meeting and being eligible offers himselffor re-appointment.

Key Managerial Personnel: Pursuant to the provisions of Section 203 of the CompaniesAct 2013 read with applicable rules the designated Key Managerial Personnels (KMPs) ofthe company as on the date of this report are:

Sr. No. Name of Director Designation
1 Mr. Rajesh Gupta Managing Director
2 Mrs. Saruchi Gupta Whole-time Director and Chief Financial Officer
3 Miss Preeti Goel Company Secretary & Compliance Officer

During the year under review Mr. Gaurav Bajaj was appointed as Company Secretary of theCompany by the Board of Directors in place of Mr. Chandan Kapoor who resigned from thesaid position in the meeting held on 23.06.2017 and further appointed Miss Preeti Goel onresignation of Mr. Gaurav Bajaj in the Board meeting held on 08.08.2017.

Number of Meetings of the Board

During the financial year 2017-18 thirteen (13) Board Meetings were convened and heldviz. 14.04.2017 24.04.2017 04.05.2017 31.05.2017 06.06.2017 23.06.2017 08.08.201710.08.2017 18.08.2017 05.09.2017 17.10.2017 21.11.2017 and 29.01.2018. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013.

Committees of the Board

Presently the Board comprises of three (3) Committees i.e Audit Committee Nomination& Remuneration Committee and Stakeholder Relationship Committee as required to beconstituted under the provisions of the Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) 2015 as mentioned below:

A) Audit Committee

Our Company has re-constituted the Audit Committee as per the provisions of Section 177of the Companies Act 2013 on 12.04.2018. The committee currently comprises followingthree (3) members and Mr. Sukhpal Singh is the Chairman of the Audit Committee.

Sr. No. Name of the Director Status Nature of Directorship
1. Mr. Sukhpal Singh Chairman Non-Executive Independent Director
2. Mr. Sarvinder Singh Member Non-Executive Independent Director
3. Mrs. Saruchi Gupta Member Executive Non Independent Director

The recommendations of the Audit Committee were accepted by the Board of Directors ofthe Company from time to time.

B) Nomination & Remuneration Committee

Our Company has re-constituted Nomination & Remuneration Committee as per theprovisions of Section 178 of the Companies Act 2013 on 12.04.2018. The committeecurrently comprises of following three (3) members and Mr. Sukhpal Singh is the Chairmanof the Nomination & Remuneration Committee.

Sr. No. Name of the Director Status Nature of Directorship
1. Mr. Sukhpal Singh Chairman Non-Executive Independent Director
2. Mr. Savinder Singh Member Non-Executive Independent Director
3. Smt. Sudesh Kumari Member Non-Executive Non Independent Director

C) Stakeholder Relationship Committee

Our Company has re-constituted a Stakeholder Relationship Committee to redress thecomplaints of the shareholders. The committee currently comprises of following three (3)members and Smt. Sudesh Kumari is the Chairman of the Stakeholder Relationship Committee-

Sr. No. Name of the Director Status Nature of Directorship
1. Smt. Sudesh Kumari Chairman Non-Executive Non Independent Director
2. Mr. Rajesh Gupta Member Executive Non Independent Director
3. Mrs. Saruchi Gupta Member Executive Non Independent Director

Risk Management Policy

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks pursuant to Section 134(3)(n) of the Companies Act 2013. As a part of RiskManagement Policy the relevant parameters for protection of environment safety ofoperations and health of people at work are monitored regularly. The assets of the companyare adequately insured against the loss of fire riot earthquake terrorism etc. andother risks which are considered necessary by the management.

Internal Control System

The Company has an adequate internal control system commensurate with its size and thenature of business in order to achieve efficiency in operation and optimum utilization ofresources. These controls ensure safeguarding of assets reduction and detection of fraudand error adequacy and completeness of the accounting records and timely preparation ofreliable financial information.

Vigil Mechanism

The Company has constituted a vigil mechanism pursuant to the provisions of Section177(9) & (10) of the Companies Act 2013 for Directors and employees to report to themanagement about the unethical behaviour fraud or violation of Company's code of conduct.The mechanism provides for adequate safeguards against victimization of employees andDirectors who use such mechanism and makes provision for direct access to the Chairpersonof the Audit Committee in exceptional cases.

Nomination & Remuneration Policy

The Nomination & Remuneration Policy of the Compqany lays down the framework inrelation to appointment and remuneration of Directors Key Managerial Personnel and SeniorManagement of the Company. This policy also lays down criteria for determiningqualifications positive attributes independence of director and other matters providedunder sub section (3) of section 178 of the Companies Act 2013. The policy can be accessedon the website of the Company.

Directors' Responsibility Statement

Pursuant to the Directors' Responsibility Statement referred to in clause (c) ofSection 134(3) of the Companies Act 2013 it is hereby confirmed that—

a. In the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards have been followed with proper explanation relating tomaterial departures if any;

b. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2018 and ofthe profit of the Company for that period;

c. The directors have taken proper and sufficient care to the best of theirknowledge and ability for the maintenance of adequate accounting records in accordancewith the provisions of the Companies Act 2013 for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities; and

d. The directors have prepared the annual accounts on a ‘going concern' basis;

e. The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f. The directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Acknowledgement;

The Directors wish to place on record their wholehearted thanks and appreciation to itsshareholders business associates vendors clients government authorities and thebankers of the Company for the help and co-operation that the Company has received fromthem.

The Directors also take this opportunity to express that the relations between themanagement and the staff were cordial during the period under review. Your Directors placeon record their deep appreciation to employees at all levels for their hard workdedication and commitment.

By order of the Board
For ANG Lifesciences India Limited
Rajesh Gupta Saruchi Gupta
Date: 03.09.2018 (DEV: 01423407) (DEV: 03618458)
Place: Amritsar Managing Director Wholetime Director