The Directors of the Company are pleased to present their 8th Annual Report togetherwith the annual audited consolidated and standalone financial statements for the financialyear ended March 31 2018.
(Rs. in Lakhs)
|Particulars ||Standalone ||Consolidated |
| ||Year ended ||Year ended ||Year ended ||Year ended |
| ||31.03.2018 ||31.03.2017 ||31.03.2018 ||31.03.2017 |
|Total Revenue ||40.80 ||40.80 ||50708.60 ||46950.93 |
|Profit Before Depreciation ||(0.38) ||35.83 ||5371 ||4805.30 |
|Depreciation ||37.43 ||14.71 ||1880.57 ||1549.31 |
|Profit Before Tax ||(37.81) ||21.12 ||3490.43 ||3255.99 |
|-Provision for Tax Current ||0 ||1.44 ||653.32 ||732.05 |
|-Provision for Tax Adjustment ||2.99 ||0 ||2.99 ||(649.45) |
|-Provision for Tax Deferred ||(10.91) ||4.87 ||206.49 ||461.89 |
|Net Profit after Tax ||(29.88) ||14.81 ||2627.63 ||2711.49 |
OPERATIONS/ STATE OF AFFAIRS AND FUTURE OUT LOOK
The gross total consolidated income of your Company for the year ended March 31 2018amounted to Rs.50708.60 lakhs as against Rs. 46950.93 lakhs in previous year. Afterproviding for depreciation and tax net profit amounted to Rs.2627.63 lakhs as against Rs.2711.49 lakhs in previous year. The gross (standalone) total income of your Company forthe year ended March 31 2018 amounted to Rs. 40.80 lakhs as against Rs. 40.80 lakhs inprevious year. After providing for depreciation and tax net profit amounted to Rs.(29.88) lakhs as against Rs. 14.81 lakhs in previous year. Accounts for the current yearhave been prepared on the basis of Companies (Indian Accounting Standard) Rules 2015 (INDAS). Previous Year figure have been rearranged accordingly.
COMPOSITE SCHEME OF AMALGAMATION
AGLSL is engaged in the healthcare business. AGLSL has following subsidiaries-
|Sl. No. ||Name of the Subsidiary ||Subsidiary |
|1 ||Artemis Health Sciences Limited (AHSL) ||Wholly owned Subsidiary of AGLSL |
|2 ||Artemis Medicare Services Limited (AMSL) ||Wholly owned subsidiary of AHSL |
|3 ||Athena Eduspark Limited (AEL) ||Wholly owned subsidiary of AHSL |
Management has proposed for restructuring of the Company with its subsidiary companieswith the object to reduce the operational inefficiencies by consolidating all the medicalbusiness in a single entity by eliminating the redundancies and in turn enhanceshareholder value.
Management has proposed to amalgamate AGLSL AHSL and AEL into AMSL pursuant to aComposite Scheme of Amalgamation. The merger into AMSL would occur in two parts whichwould be specifically mentioned to occur sequentially under the Composite Scheme ofAmalgamation ("Composite Scheme") in the following order;
(I) Merger of AHSL and AEL in to AGLSL
As the above merger is a merger of subsidiary into the parent cancellation ofshares held by parent in subsidiary would occur and no share allotment would take place
AHSL and AEL would be dissolved without being wound up pursuant to the CompositeScheme
(II) Merger of AGLSL into AMSL
AGLSL (post merger of AHSL and AEL into AGLSL) would be merged into AMSL i.e.reverse merger.
AMSL would issue and allot equity shares at par on a proportionate basis to eachshareholder of AGLSL whose name is recorded in the register of members of AGLSL as holdingequity shares on Record Date in the ratio of
1:5 i.e. 1 (One) equity shares of Rs. 10/- each of AMSL to be issued for every 5 (Five)equity shares of Rs.2/-
each of AGLSL held by the shareholder of AGLSL.
The shares of AMSL shall be listed on BSE and NSE.
The medical equipments being leased by AGLSL would become the asset of AMSL.
AGLSL would be dissolved without being wound up pursuant to the Composite Scheme
The Composite Scheme is subject to approval of the Stock Exchange creditors andshareholders of the Company and the sanction by the NCLT and other statutory authorities.
Since there is no distributable profit your Directors do not recommend any dividend.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of your Companyhave occurred 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
SUBSIDIARY COMPANY/HOLDING COMPANY
Your company is the holding Company of the Artemis Heath Sciences Ltd (AHSL) ArtemisMedicare Services Ltd (AMSL) and Athena Eduspark Ltd. (AEL). Also your Company is theSubsidiary Company of the Constructive Finance Private Limited.
In accordance with the provisions of the Companies Act 2013 ("the Act") andInd AS 110 - Consolidated Financial Statement read with Ind AS-28 Investment in Associatesand Ind AS 31- Interest in Joint Ventures the audited consolidated financial statement isprovided in the Annual Report.
Pursuant to Section 129 (3) of the Companies Act 2013 and Indian Accounting Standardsissued 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 Gurugram. 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.
The Company is maintaining highest standards of Corporate Governance and adhere toCorporate Governance requirements set out by the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015. The Corporate Governance Report is an integralpart of this Annual Report.
The Certificate on Corporate Governance dated 9th May 2018 received from the statutoryauditors M/s. Anand Dua & Associates Chartered Accountants (Firm RegistrationNo.04263N) Statutory Auditor confirming compliance with the condition of CorporateGovernance of the Company is enclosed herewith as Annexure- I.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 (3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed Management Discussion and Analysis Report havebeen given separately forming part of this Annual Report.
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 ||Dr. Devlina Chakravarty* ||Managing Director ||August 04 2017 |
|2 ||Mr. U.S. Anand* ||Additional Director Independent ||August 04 2017 |
*The appointments was approved by the Shareholder in Annual General Meeting held on27.09.2017
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Onkar S. Kanwar Director of the Company retires by rotation at the ensuingAnnual General Meeting and being eligible have offered himself for reappointment.
Formalisation programme for independent directors was completed by the company duringthe year 2017-18.
DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence prescribed under the Act and theListing Regulations.
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 |
NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2017-18 4 (four) Board meetings were held. For detailsthereof refer to the section `Board of
Directors`- Number of Board Meetings in Corporate Governance Report which formsintegral part of this report.
COMMITTEES OF BOARD
Pursuant to requirement under Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors has constituted variouscommittees of Board such as Audit Committee Nomination & Remuneration CommitteeStakeholders Relationship Committee. The details of composition and terms of reference ofthese committees are mentioned in the Corporate Governance Report.
DISCLOSURE ON COMPOSITION OF AUDIT COMMITTEE
The Audit Committee comprises the following directors/members:
|Name of the Member ||Category ||Status |
|Dr. S. Narayan ||Independent Director ||Chairman |
|Mr. Harish Bahadur ||Non Executive Director ||Member |
|Mr. Akshay Chudasama ||Independent Director ||Member |
There was no instance when the recommendation of Audit Committee was not accepted bythe Board of directors.
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.
PARTICULARS W.R.T. RATIO OF REMUNERATION OF DIRECTORS AND KMP
In terms of the provisions of Section 197 of the Companies Act 2013 includingCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the requiredinformation with respect to ratio of remuneration of directors key managerial personneland employees is set out as Annexure II which forms part of this report. There wereno employees during the year under review drawing remuneration specified under Section197 of the Companies Act 2013 read with applicable rules.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Pursuant to the requirement under Section 134(3) (e) and 178 (3) of the Companies Act2013 the brief policy on directors' appointment and remuneration is attached as Annexure- III which forms part of this report and the detail policy can be referred on the websiteof the Company i.e. www.aglsl.in.
AUDITORS AND AUDITOR'S REPORT
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.
The Companies (Amendment) Act 2017 has omitted the requirement related to ratificationof appointment of auditors by members at every Annual General Meeting.
The Auditors' report does not contain any qualifications reservations or adverseremarks. No fraud has been reported by
the Auditors to the Audit Committee or the Board.
SECRETARIAL AUDITORS AND THEIR REPORT
M/s RSMV & Co. Practising Company Secretaries were appointed as SecretarialAuditors of the Company for the financial year 2017-18 pursuant to Section 204 of theCompanies Act 2013. The Secretarial Audit Report submitted by them for the Financial Year2017-18 in the prescribed form MR- 3 is attached as Annexure - IV and forms part of thisreport.
There are no qualifications or observations or other remarks of the SecretarialAuditors in the Report issued by them for the
financial year 2017-18 which call for any explanation from the Board of Directors.
During the year under review your Company has neither accepted nor renewed anydeposits during the Financial Year 2017-18 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
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility
Statement the Directors confirm:
a) That in the preparation of the annual accounts for the year ended 31st March 2018the applicable accounting standards have been followed and no material departures havebeen made from the same;
b) That they had selected such accounting policies and applied them consistently andmade 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 of the profitand loss of the Company for that period;
c) That they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) That they had prepared the annual accounts on a going concern basis; and
e) That they had laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.
f) That they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company is not carrying out any manufacturing activity of its own no informationis required to be furnished under section 134 (3) (m) of the Companies Act 2013. Therewas no foreign exchange earnings and outflow during the financial year 2017-18.
ADEQUACY OF INTERNAL FINACIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in placed adequate internal Financial Control with reference toFinancial Statement.
The policies and procedures adopted by the company ensures orderly and efficientconduct of the business including adherence to company's policies safeguarding theassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and timely preparation of reliable financial information.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as on 31st March 2018 in the prescribed form MGT-9pursuant to section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 is attached herewith as Annexure V.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT
Pursuant to the requirement under Section 134(3) (g) of the Companies Act 2013 theparticulars of loans guarantees or investments under Section 186 of the Act as at end ofthe Financial Year 2017-18 are attached as Annexure - VI which forms part of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION
188(1) OF THE COMPANIES ACT 2013
During the financial year 2017-18 there were no contracts or arrangements with relatedparties referred to in section 188(1) of the Act. The Policy on related party transactionsas approved by the Board has been uploaded on the Company's Website at www.aglsl.in.
There was no materially significant related party transaction which could havepotential conflict with interest of the Company at large. Suitable disclosure as requiredby the applicable Accounting Standards has been made in the notes to the financialstatements of the Company for the financial year 2017-18.
ANNUAL PERFORMANCE EVALUATION
Pursuant to applicable provisions of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board in consultationwith its Nomination & Remuneration Committee has formulated a framework containinginter alia the criteria for performance evaluation of the entire Board of the Companyits committees and individual directors including independent Directors.
For annual performance evaluation of the Board as a whole it's Committee(s) andindividual Directors including the Chairman of the Board the Company has formulated aquestionnaire to assist in evaluation of the performance. The tool takes the form of aseries of assertions/questions which should be awarded a rating on a scale of 1to 5 by allindividual Directors. Every Director has to fill the questionnaire related to theperformance of the Board its Committees and individual Directors except himself. On thebasis of the questionnaire a format annual evaluation has been made by the Board of itsown performance and that of its Committees and individual Directors.
The independent directors had met separately without the presence of Non-Independentdirectors and the members of management and discussed inter alia the performance ofNon-Independent directors and Board as a whole and the performance of the Chairman of theCompany.
The Nomination and Remuneration committee has also carried out evaluation of everydirector`s performance.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING 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.
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.
LEGAL COMPLIANCE REPORTING
The Board of directors reviews in detail on a quarterly basis the reports ofcompliance to all applicable laws and regulations. Any non-compliance is seriously takenup by the Board with fixation of accountability and reporting of steps taken forrectification of non-compliance.
In the opinion of the Board there has been no identification of elements of risk thatmay threaten the existence of the company.
The Board of directors states that applicable Secretarial Standards i.e. SS-1 &SS-2 relating to Meeting of the Board of
Directors and General Meeting respectively have been duly followed by the Company.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT
Your Company has formulated policy for prevention of sexual harassment of its womenemployees in line with "The Sexual
Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace
(Prevention Prohibition and Redressal) Act 2013.
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 : Gurugram ||Onkar S Kanwar |
|Date: 09-05-2018 ||Chairman |