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. () - Director Report

Company director report

Dear Members

The Directors of the Company are pleased to present their 9th Annual Report togetherwith the annual audited consolidated and standalone financial statements for the financialyear ended March 312019.

FINANCIAL RESULTS

(Rs. in Lakhs]

Particulars

Standalone

Consolidated

Year ended 31.03.2019 Year ended 31.03.2018 Year ended 31.03.2019 Year ended 31.03.2018
Total Revenue 40.80 40.80 55051.80 50708.60
Profit Before Depreciation (24.24) (12.07) 568.19 5381.99
Depreciation 15.10 14.74 2007.43 1880.57
Profit Before Exceptional item (39.34) (26.82) 3674.47 3501.42
Exceptional Item 0 10.99 0 10.99
Profit Before Tax (39.34) (37.81) 3674.47 3490.43
- Provision for Tax - Current 0 0 1377.75 653.32
- Provision for Tax - Adjustment 0 2.99 0 2.99
- Provision for Tax - Deferred (27.65) (10.91) 257.86 206.49
Net Profit after Tax (11.69) (29.88) 2038.86 2627.63

OPERATIONS/STATE OF AFFAIRS AND FUTURE OUT LOOK

The gross total consolidated income of your Company for the year ended March 312019amounted to Rs. 55051.80 lakhs as against Rs. 50708.60 lakhs in previous year. Afterproviding for depreciation and tax net profit amounted to Rs. 2038.86 lakhs as againstRs. 2627.63 lakhs in previous year. The gross (standalone) total income of your Companyfor the year ended March 31 2019 amounted to Rs. 40.80 lakhs as against Rs. 40.80 lakhsin previous year. After providing for depreciation and tax net profit /(loss) amounted toRs. (11.69) lakhs as against Rs. (29.88) lakhs in previous year and no amount has beentransferred to general reserve during the FY 2018-19. Accounts for the current year havebeen prepared on the basis of Companies (Indian Accounting Standard) Rules 2015 (IND-AS). Previous Year figure have been rearranged accordingly.

DIVIDEND

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.

COMPOSITE SCHEME OF AMALGAMATION

The Board of Directors of Artemis Health Sciences Limited (AHSL) Artemis MedicareServices Limited (AMSL) and Athena Eduspark Limited (AEL) in their respective BoardMeetings held on 09th May 2018 approved the Scheme of Amalgamation between AGLSL AHSLAEL and AMSL and their Respective shareholders and creditors (“CompositeScheme”)

The Bombay Stock Exchange and National Stock Exchange vide their letters dated 5thSeptember 2018 & 14th September 2018 respectively had communicated to the companythat they have no adverse observation on the Composite Scheme of Amalgamation.

Subsequently to the stock exchange approval the Composite Scheme of Amalgamation wasfiled with the National Company Law Tribunal New Delhi (NCLT) and NCLT vide its orderdated 19th December 2018 directed for the convening of the meetings of the Shareholdersof the Company and Secured & Un-Secured Creditors of AMSL on 27th January 2019 at414/14th Floor DDA Complex District Centre Janakpuri New Delhi-110058.

In the duly court convened meeting Shareholder of the Company and the Secured &Un-secured creditors of the AMSL had approved the Scheme with the requisite majority.Chairman of the Court Convened Meeting has also filed its report Before the NCLT Delhi.

Company had filed the 2nd motion application on 5th February 2019 within thestipulated time period as per the provision of the Companies Act 2013. NCLT passed theorder on 14th May 2019 and fixed the final date of hearing for 25th July 2019. TheFlon'ble bench reserved the order for Pronouncement subject to clarification on August12019.

SUBSIDIARY COMPANY/HOLDING COMPANY

Your company is the holding Company of the Artemis Heath Sciences Ltd (AHSL) ArtemisMedicare Services Ltd (AMSL) Athena Eduspark Ltd. (AEL) and Artemis Cardiac Care PrivateLimited. Also your Company is the Subsidiary Company of the Constructive Finance PrivateLimited.

In accordance with the provisions of the Companies Act 2013 (“the Act”) andInd AS 110 - Consolidated Financial Statement read with the other applicable standards theaudited consolidated financial statement is provided 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:

SI. 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.
4 Artemis Cardiac Care Private Limited Step-Subsidiary Company incorporated on 14th January 2019.
Artemis Cardiac Care Private Limited is also a JV Company between AMSL and Philips Netherlands. For the Accounting Purpose of the Company we termed ACCPL as a subsidiary of the Company. It is the Subsidiary of AMSL.

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.

CORPORATE GOVERNANCE

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 14th August 2019 received from thestatutory auditors M/s. Anand Dua & Associates Chartered Accountants (FirmRegistration No.04263N) Statutory Auditor confirming compliance with the condition ofCorporate Governance of the Company is enclosed herewith as Annexure-1.

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

No director was appointed and resigned during the financial year 2018-19.

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Neeraj 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 2018-19 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 2018-19 4 (four) Board meetings were held. For detailsthereof refer to the section 'Board of Directors'- Number of Board Meetings in CorporateGovernance Report which forms integral 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 Designation
Dr. S. Narayan Independent Director Chairman
Mr. Akshay Chudasama Independent Director Member
Mr. Harish Bahadur Non Executive 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 were noemployees during the year under review drawing remuneration specified under Section 197of 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.

AUDITORS AND AUDITOR'S REPORT 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 042016.

The Companies (Amendment) Act 2017 has omitted the requirement related to ratificationof appointment of auditors by members at every Annual General Meeting.

AUDITORS' REPORT

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 2018-19 pursuant to Section 204 of theCompanies Act 2013. The Secretarial Audit Report and Secretarial compliance Report underRegulation 24AA of the SEBI (LODR) Regulations 2015 submitted by them for the FinancialYear 2018-19 in the prescribed form MR- 3 is attached as Annexure - IV and forms part ofthis report.

There are no qualifications or observations or other remarks of the SecretarialAuditors in the Report issued by them for the financial year 2018-19 which call for anyexplanation from the Board of Directors.

DEPOSITS

During the year under review your Company has neither accepted nor renewed anydeposits during the Financial Year 2018-19 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 2019the 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 31 st March 2019 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 year2018-19.

ADEQUACY OF INTERNAL FINANCIAL 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 2019 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 ACT2013

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 2018-19 are attached as Annexure - VI which forms part of this report.

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

During the financial year 2018-19 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 2018-19.

ANNUAL PERFORMANCE EVALUATION

Pursuant to applicable provisions of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure

Requirements) Regulations 2015 the Board in consultation with its Nomination &Remuneration Committee has formulated a framework containing inter alia the criteriafor performance evaluation of the entire Board of the Company its committees andindividual 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 1 to 5 byall individual 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 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 except the in the matter of Composite Scheme ofAmalgmation pending before the National Company Law Tribunal Bench at New Delhi.

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.

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 havebeen duly followed by the Company.

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

Your Company has formulated policy for prevention of sexual harassment of its womenemployees in line with “The Sexual Harassment ofWomen at Workplace (PreventionProhibition 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.

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: Gurugram Onkar S Kanwar
Date: 14-08-2019 Chairman

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