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ANG Lifesciences India Ltd.

BSE: 540694 Sector: Health care
NSE: N.A. ISIN Code: INE236W01016
BSE 00:00 | 08 Dec 582.60 -21.95
(-3.63%)
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634.75

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NSE 05:30 | 01 Jan ANG Lifesciences India Ltd
OPEN 634.75
PREVIOUS CLOSE 604.55
VOLUME 31591
52-Week high 800.45
52-Week low 35.75
P/E 85.93
Mkt Cap.(Rs cr) 604
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 634.75
CLOSE 604.55
VOLUME 31591
52-Week high 800.45
52-Week low 35.75
P/E 85.93
Mkt Cap.(Rs cr) 604
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

ANG Lifesciences India Ltd. (ANGLIFESCIENCES) - Director Report

Company director report

To

The Members

ANG Lifesciences India Limited

Your Directors have pleasure in presenting their 14th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2020.

Financial Highlights & Review of Operations

The Company's financial performance for the year ended March 312020 is summarizedbelow:

(Amt. in Lacs)
2019-20 2018-19
Income from Operations 12683.12 12169.98
Other income 41.97 23.27
Total 12725.09 12193.25
Operating Expenditure 11474.86 11035.74
Earnings before Interest Tax Depreciation and Amortization (EBITDA) 1250.23 1157.51
Finance Cost 286.74 234.27
Depreciation and amortization expense 122.87 112.37
Profit before exception items and tax 840.62 810.87
Exceptional Item 0.00 0.00
Profit before tax (PBT) 840.62 810.87
Tax expense 231.06 245.97
Profit after Tax (PAT) 609.56 564.90

In the Financial Year 2020 your company achieved a modest growth of around 5% in therevenue from operations that has been increased to Rs. 12725.09 lacs from Rs. 12193.25lacs in the previous year. The growth is muted partly on account of after effects of onsetof Covid l9 in January 2020. However the Company has been able to maintain theprofitability with Net Profits at Rs. 609.56 lacs as compared to Rs 564.90 lacs in FY2019. The Company continues to strengthen its position as a trusted parenteralpharmaceutical company and is diversifying its product portfolio and has recorded handsomegrowth in first quarter of FY 2021.

Impact of COVID-19

Towards the end of the financial year the World Health Organization (WHO) declaredCovid-19 a pandemic and the outbreak resulted in death of significant number of peopleglobally. The Company's management has made the initial assessment of its impact onbusiness and financial risks. The Company did not reach its desired expectations duringthe last quarter affecting the overall profitability. Given the severity of impact thisfinancial year is likely to get affected but also given the measures from Government andinherent resilience in Indian Econo my next year onwards are expected to show normalgrowth scenarios.

The management is of the view that future prospects and growth of your Company willdepend on the overall economic scenario. However the Company is taking all necessarymeasures for mitigating the impact of the challenges being faced in the business. TheCompany is working towards being resilient in order to sail through the current situation.

Share Capital

During the year under review there was no change in the Issued Subscribed and Paid-upEquity Share Capital of the Company.

As at 31st March 2020 the Issued Subscribed and Paid-up Equity ShareCapital of the Company stood at Rs. 518.33 Lacs divided into 5183315 equity shares of Rs.10.00 each.

Listing of Shares

The equity shares of the company are listed on the SME platform of BSE Limited Thelisting fees to BSE Limited for the financial year 2020-21 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 31 2020.

Reserves

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

Material Changes & Commitments Affecting the Financial Position of the Company

During the year there have been no material change and commitments affecting thefinancial position of the Company which have occurred between the end of financial year ofthe Company i.e. March 31st 2020 to which the financial statement relate andthe date of this report.

Conservation of energy technology absorption 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

During the financial year ended 31st March 2020 all the contracts orarrangements or transactions entered into by the Company with the Related Parties were inthe ordinary course of business and on arms' length basis and were in compliance with theapplicable provisions of the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. Further the Company has not entered into anycontract or arrangement or transaction with the related parties which could be consideredmaterial in accordance with the policy of the Company on materiality of the Related PartyTransactions.

The details of related party transactions are placed before the audit committee for itsreview and approval which are further approved by the Board of Directors in theirsubsequent meeting. The disclosure of Related Party Transactions as required under Section134(3)(h) of the Companies Act 2013 in Form AOC-2 is enclosed as Annexure-II.

Particulars of Employees

Disclosure under Section 197(12) read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed hereto as Annexure-III.

Corporate Social Responsibility

Pursuant to the provision of section 135 of the Companies Act 2013 the CSR Committeeformulated a policy of Corporate Social Responsibility (CSR). During the financial year2019-20 the Company has not incurred any expenditure on Corporate Social Responsibilityas it was in the process of identifying specific objects/ programs for undertaking CSRactivities covered under Schedule VII of the Companies Act 2013. The Report on CSRactivities as required under Companies (Corporate Social Responsibility) Rules 2014including a brief outline of the Company's CSR Policy is set out as Annexure-IV formingpart of the report.

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-V.

Auditors and Auditors' Report

Statutory Auditors:

The Auditors M/s. Ajay K Khanna & Co. Chartered Accountants (Firm RegistrationNo.012303N) were appointed as Auditors at the 9th Annual General Meeting heldon 30 September 2015 for a term of five years i.e. till the conclusion of the 14thAnnual General Meeting of the Company which was subject to ratification at every AnnualGeneral Meeting till 14th Annual General Meeting. The tenure of M/s. Ajay K Khanna &Co. of 5 years as Statutory Auditors concludes at this ensuing AGM and will not seekre-appointment.

The Board of Directors after considering the recommendations of the Audit Committeehad recommended the appointment of M/s. Raman Wadhwa & Co. Chartered Accountants(Firm Registration No.012037N) as the Statutory Auditors of the Company for a period offive years to hold office from the conclusion of this Annual General Meeting till theconclusion of the 19th Annual General Meeting for approval of the members. The Companyhas obtained from Auditors a written consent and a certificate as required under theSection 139 of the Companies Act 2013 to the effect that their appointment if madewould be within the limits and in accordance with the criteria specified under Section 141of 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 Auditors:

The Board on the recommendation of the Audit Committee has re-appointed M/s V. Kumar& Associates (Firm Reg. No. 100137) Cost Accountants as Cost Auditors to audit thecost records of the Company for the F.Y. 2020-21. The Company has received consent fromM/s V. Kumar & Associates to act as Cost Auditor for conducting the cost audit of theCompany for F.Y. ending 31 March 2021.

In terms of the provisions of the Act the remuneration payable to Cost Auditors isrequired to be ratified by the Shareholders at the ensuing Annual General Meeting andaccordingly a resolution seeking ratification has been included in the Notice conveningthe Annual General Meeting.

Secretarial Auditors:

In terms of Section 204 of the Act the Board of the Company at its meeting held on 21July 2020 has appointed M/s Anjum Goyal & Associates Practicing Company Secretariesto conduct an audit of the secretarial records for the F.Y. 2020-21. The Company hasreceived consent from M/s Anjum Goyal & Associates Practicing Company Secretaries toact as the auditor for conducting audit of the Secretarial records for the F.Y. ending 31March 2021.

The Secretarial Audit Report for the F.Y. ended 31 March 2020 is appended herewith asAnnexure VI to this report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remarks. The Auditors of the Company have notreported any fraud as specified under the second proviso of Section 143(12) of the Act(including any statutory modification(s) or re-enactment(s) thereof for the time being inforce).

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 2019-20.

Formal Annual Evaluation of Performance of the Board of Directors Committees andDirectors

Pursuant to the section 134(p) of Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the Directors individually as well as theBoard Committees as per the criteria laid down by Nomination & Remuneration Committee.Also the independent directors met separately on 17th January 2020 toevaluate the performance of non- independent directors performance of the board as awhole.

Number of cases filed if any and their disposal under section 22 of the SexualHarassment of Women at work place (Prevention Prohibition and Redressal) 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 frilly committed touphold and maintain the dignity of every women working with the Company. The Policy hasbeen framed 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.

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.However your 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 KMP: During the year under review the Company has appointed Mr. SubodhSharma as Chief Financial Officer in the Board meeting held on 21 July 2020 and alsoaccepted fee resignation of Mrs. Saruchi Gupta from fee position of Chief FinancialOfficer.

Declaration by an Independent Director(s): The independent directors have given feedeclarations to fee 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 fee provisions of the Companies Act 2013 and therelevant rules.

Retirement by Rotation: Smt. Sudesh Kumari (DIN: 07486033) Non-Executive Director ofthe Company is retiring by rotation at fee forthcoming Annual General Meeting and beingeligible offers herself for 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 fee date of this report are:

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

Number of Meetings of the Board

Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies and other businesses. During the year six (6) meetings of Board ofDirectors were held viz. on 28.05.2019 02.09.201914.11.201917.01.2020 25.01.2020 and27.03.2020.

Committees of the Board

In order to take decision effectively and for better Corporate Governance the Board ofDirectors of the Company constituted 4 committees viz. Audit Committee Nomination &Remuneration Committee Stakeholder Relationship Committee and Corporate SocialResponsibility Committee. The membership in committee is decided based on the traits ofthe Directors keeping in view the statutory requirement of composition of director in thecommittees. The brief description of committees are provided as below:

A) Audit Committee

Our Company has re-constituted the Audit Committee as per the provisions of Section 177of the Companies Act 2013 on 28.05.2019. 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. Pawanjit Singh Member Non-Executive Independent Director
3. Mrs. Saruchi Gupta Member Executive Non Independent Director

The Audit committee is vested with responsibility to review inter alia the financialreporting internal control system and the internal external audit events thequalification of members of the committee composition quorum frequency of meeting andterm of reference of the Audit committee are in line with the requirement under theprovision of section 177 of the Companies Act 2013. The recommendations of the AuditCommittee were accepted by the Board of Directors of the 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 28.05.2019. 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. Pawanjit Singh Member Non-Executive Independent Director
3. Smt. Sudesh Kumari Member Non-Executive Non Independent Director

The Nomination & Remuneration committee is vested with responsibility to identifythe person who may be appointed in senior management team and recommend the same to Boardof Directors and carry out evaluation program of every Director's performance. Thequalification of members of the committee composition quorum frequency of meeting andterm of reference of the Nomination & Remuneration Committee are in line with therequirement under the provision of section 178 of the Companies Act 2013.

C) Stakeholder Relationship Committee

Our Company has 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 Chairperson Non-Executive Non Independent Director
2. Mr. Rajesh Gupta Member Executive Non Independent Director
3. Mrs. Saruchi Gupta Member Executive Non Independent Director

The Stakeholder Relationship Committee is vested with responsibility to review andresolve the grievances of the security holder of the Company. The qualification of membersof the committee composition quorum frequency of meeting and term of reference of theStakeholder Relationship Committee are in line with the requirement under the provision ofsection 178(5) of the Companies Act 2013.

D) Corporate Social Responsibility Committee

Our Company fall under the ambit of Section 135 of the Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 for F.Y 2019-20 for thefirst time. The Company has constituted Corporate Social Responsibility Committee toredress and monitor the CSR policy and activities undertaken by the Company and reviewingthe performance of the Company in the areas of CSR. The committee comprises of followingthree (3) members and Smt. Sudesh Kumari is the Chairman of the Corporate SocialResponsibility Committee.

Sr. No. Name of the Director Status Nature of Directorship
1. Smt. Sudesh Kumari Chairperson Non-Executive Non Independent Director
2. Mr. Sukhpal Singh Member Non Executive Independent Director
3. Smt. 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 behavior 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 Company 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 beaccessed on the website of the Company at link: https://anglifesciences.com/company-profile/Nomination%20&%20Remuneration%20Policv.pdf.

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 312020 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 2020 and ofthe profit of the Company for that period;

C. The directors have taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing 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 the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Acknowledgement:

The Directors express their gratitude to thier shareholders business associatesvendors clients government authorities and the bankers of the Company for the help andco-operation that the Company has received from them.

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.

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