To the Membe rs,
ANG Lifesciences India Limited
Your Directors have pleasure in presenting their 19th Annual Report o n
the business and operations of the Company and the accounts for the Financial Year ended
March 31, 2025.
Financial Summary and State of Affairs
| Particular |
31st March, 2025 |
3 1st March, 2024 |
31st March, 2025 |
31st March, 2024 |
|
Standalone |
Standalone |
Consolidates |
Consolidates |
| Income from Operation |
8,991.01 |
13,136.88 |
9,284.66 |
14,610.97 |
| Other Income |
244.40 |
83.52 |
201.96 |
69.82 |
| Total |
9,235.41 |
13,220.40 |
9,486.62 |
14,680.79 |
| Operating Expense |
(9,171.76) |
(12,225.37) |
(9,511.42) |
(13,645.77) |
| Earnings before interest, tax, depreciation
and amorti zation |
63.65 |
995.03 |
(24.80) |
1,035.02 |
| Finance Cost |
(730.37) |
(932.77) |
(869.56) |
(1,095.73) |
| Depreciation and Amortization |
(627.02) |
(775.49) |
(676.01) |
(837.14) |
| Profit before exceptional items and tax |
(1 ,293.74) |
(713.24) |
(1570.37) |
(897.85) |
| Exceptional items |
- |
173.51 |
- |
(173.51) |
| Profit before tax |
(1 ,293.74) |
(886.74) |
(1570.37) |
(1,071.35) |
| T ax expense |
(259.45) |
(21.93) |
(329.04) |
(57.05) |
| Profit/(Loss) for the year |
(1,034.29) |
(864.81) |
(1,241.33) |
(1,014.29) |
| Total comprehensive income/(loss) |
7.87 |
18.62 |
(1,229.61) |
(993.64) |
The Standalone and Consolidated Financial Statement have been prepared
in accordance with the Indian Accounting Standards (Ind AS) and Sections 129, 133 and
other applicable provisions, if any, of the Companies Act, 2013 (as amended) (the
Act) and Schedule III thereto read with the Rules framed thereunder.
Share Capital
During the year under review, there are no changes in company's share
capital.
Reserve
For complete details on movement in Reserves and Surplus during the
financial year ended March 31, 2025, please refer to the Statement of Changes in Equity
included in the Standalone and Consolidated financial statements of this Annual Report.
State of the company's affairs
The Company is engaged in the business of manufacturing & trading
in Pharmaceuticals & allied products and there was no change in the nature of the
business of the company during the year under review.
Dividend
In order to conserve the resou rces, the Board of Directors does not
recommend any dividend for the financial year 2024-25.
Listing of Shares
The equity shares of the Company are listed on Main Board of BSE
Limited. The listing fees to BSE Limited for the financial year 2024-25 have been duly
paid.
Deposit
The Company has neither accepted nor renewed any deposits falling
within the ambit of section 73 of the Companies Act, 2013 and rules made there under
during the year under review.
Annual Return
The Annual Return as on 31st March, 2025 has been placed on
the website of the Company and can be accessed at
https://anglifesciences.com/annual-return/
Loans, Guarantee or Investments made under section
186 of the Companies Act, 2013
Loans, Guarantee and investments covered under section 186 of the
Companies Act, 2013 from the part of the notes to the financial statements which form an
integral part of the annual report.
Subsidiaries, Associates and Joint Venture
During the year under review, the Company has only one Wholly Owned
Subsidiary Company which was acquired under the provision of Insolvency and Bankruptcy
Code, 2016. Pursuant to section 129(3) of the Companies Act, 2013 read with Rule 5 of the
Companies (Accounts) Rules, 2014, the statement containing salient features of the
financial statements of the Company's wholly owned subsidiary in form AOC 1 as
Annexure -1 is attached to the financial statement.
Vigil Mechanism
The Company has constituted a Vigil Mechanism & Whistle Blower
policy in pursuant to the provisions of Section 177(9) & (10) of the Companies Act,
2013 for Directors and employees to report to the management about the unethical
behaviour, fraud or violation of Company's code of conduct. The mechanism provides
for adequate safeguards against victimization of employees and Directors who use such
mechanism and makes provision for direct access to the Chairperson of the Audit Committee
in exceptional cases. The Vigil Mechanism & Whistle Blower policy is available on the
Company's website at https://anglifesciences.com/policy/
Prevention and Prohibition of Sexual Harassment
The Company has policy and framework for employees to report sexual
harassment cases at the workplace and the said process ensures complete anonymity and
confidentiality of information. The Company has constituted an Internal Complaint
Committee in compliance with the sexual harassment of women at workpl ace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rule there under. The Company has a policy on
prevention and prohibition of sexual harassment at the work place. The Policy provides for
protection against sexual harassment of women at the workplace and for the prevention and
redressal of such compliant. During the year under review, the Company has not received
any complaint.
Risk Management
The Company has in place a mechanism to identify, assess, monitor, and
mitigate various risks pursuant to Section 134(3)(n) of the C ompanies Act, 2013. As a
part of Risk Management Policy, the relevant parameters for protection of environment,
safety of operations and health of people at work are monitored regularly. The assets of
the company are adequately insured against the loss of fire, riot, earthquake, terrorism
etc. and other risks which are considered necessary by the management
Internal Financial Control and its adequacy
The Company has comprehensive and adequate internal financial controls
system for all major processes including financial statements to ensure reliability of
reporting. The system also helps management to have timely data/feedback on various
operational parameters for effective review. It also ensures proper safeguarding of assets
across the Company and its economical use. The internal financial controls system of the
Company is commensurate with the size, scale and complexity of its operations. The systems
and controls are periodically reviewed and modified based on the requirement. The Company
has an internal audit function which is empowered to examine the adequacy and compliance
with policies, plans and statutory requirements. It is also responsible for assessing and
improving the effectiveness of risk management, control and governance process. In the
Internal audits, all the uni ts and business are covered which reports are reviewed by the
management from time to time and corrective action is initiated to strengthen the controls
and enhance the effectiveness of the existing systems. There were no observations or
remarks reported by the said auditors of the Company during the year under revi ew.
Transaction with Related Parties
All transactions entered with Related Parties for the year under review
were on arm's length basis and in the ordinary course of business. All Related Party
transactions are mentioned in the noted to the financial statements. A statement giving
details of such Related Party transactions are placed before the Audit Committee and the
Board for review and approval. The policy on Related Party transactions, as approved by
the Board of Directors, has been uploaded on the website of the Company. The particulars
of contracts on arrangements with Related Parties referred to section 188(1) of the
Companies Act, 2013 is prepared in form no. AOC-2 pursuant to clause (h) of sub-section
(3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and is
in Annexure- 2 to 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. Effort are made to o pti ize the energy cost while carrying out the manufacturing
operations. Particulars with respect to conservation of energy and other areas as per
Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules,
2014, are annexed hereto and form part of this report as Annexure- 3 and is attached
herewith.
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 annexed hereto as
Annexure-4.
Corporate Social Responsibility
In compliance with the requirement of section 135 of the Act read with
Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR policy of the
Company is available on the website of the Company and can be accessed through the web
link https://anglifesciences.com/wp-
content/uploads/2022/Q9/ANG-CORPORATE-SOCIAL-RESPONSIBILITY-POLICY-1.pdf. For the
Financial year 2024-25, CSR is not applicable on the company as per the provisions, due to
which there was no requirement of attaching the Annexure.
Auditors & their Audit Reports
M/s Khurana Sharma & Co., (FRN- 010920N), Chartered Accountants
have been appointed as the Statutory Auditor of the company for a term of 5 years till the
conclusion of 23rd Annual General Meeting of the company. M/s Khurana Sharma
& Co., Chartered Accountants, have submitted their Report on the Financial Statements
of the Company for the F.Y 2024-25, which forms part of the Annual Report.
In regards to the Auditor's comment on Statutory dues (Undisputed and
Disputed) mentioned in the Audit Report, the management apprised that the liability of
Income Tax Act [as mentioned in (vii) (a) Undisputed Statutory dues in Independent Audit
report for Standalone financial statement of FY 202425] has been paid and an amount of Rs.
53.45 lacs against the EPF [as mentioned in (vii) (a) Undisputed Statutory dues] as on
date. Further the Income Liability (Disputed) as mentioned in Independent Audit report for
Standalone financial statement for FY 2024-25 under point no. (vii) (b) has been under the
process of CIT Appeal at Income Tax Departme nt.
Pursuant to Section 148(3) of the Companies Act, 2013, M/s Shreya Sahu
& Associates, Cost Accountants, were appointed as the Cost Auditors of the Company for
the financial year 2024- 25 by the Board of Directors. Further, the Board of Directors has
appointed M/s Shreya Sahu & Associates, as the Cost Auditors of the Company for the
financial year 2025-26 and has also fixed their remuneration. The Board has recommended
the remuneration approved in its meeting, for ratification by the shareholders in the
ensuing AGM of the Company. The Cost Audit Report for the financial year ended 31st March,
2025 shall be filed in due course.
In regards to the Secretarial Auditor's comments on his report for year
ended 31st March, 2025, the management apprised that at present, the company is maintain
all the UPSI entries or data in SDD Software. During the year, due to Unavoidable
circumstances, company has not followed the proper timeline to file quarterly/half
yearly/annually compliance under the applicable regulation of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and SEBI (Depositories and Participants)
Regulations, 20 18. The Secretarial Audit Report iss ued in this regard is annexed as
Annexure-5.
Corporate Governance
In compliance with regulation 34 read with schedule V of the Listing
Regulations, a Report on Corporate Governance for the year under review, is presented in a
separate section to this report as Annexure-6.
Certificate on Corporate Governance
A Certificate received from Practicing Company Secretaries regarding
the compliance of conditions of Corporate Governance, as required under schedule V of SEBI
(Listing Obligations and Disclosure Requirements) Regulation, 2015 is attached herewith in
Annexure-C
Directors & Key Managerial Personnel
During the year, the Company has accept ed the resignation of Mr.
Neeraj Gupta from the designation of Chief Financial Officer. Thereafter in the Board
meeting dated 13.05.2024, Mrs. Saruchi Gupta has elected as Chief Financial Officer of the
Company.
On the recommendation of the NRC, the Board recommends the appointment
of Mr. Rajesh Gupta, Managing Director, who retire by rotation and being eligible has
offered himself for a re-appointment as Director of the Company, liable to retire by
rotation.
In the opinion of the Board, during the year 2024-25, all the
directors, as well as the directors proposed to appointed/re-appointed, passes the
requisite qualifications, experience and expertise. Mr. Pawanjit Singh's Tenure ended on
28.05.2024 from the post of Non-Executive Independent Director of the company and Mr.
Harvinder Singh was appointed on his place as Non-Executive Independent Director. Mr.
Harvinder Singh and Mr. Sukhpal Singh, Non- Executive Independent Director are exempt from
the proficiency test and Mrs. Chetna, Non-Executive Independent Director is qualified
Independent Director having DIN: 08981045, registered in Independent Director Databank
under Indian Institute of Corporate Affairs with the registration no. IDDB-PA -2020L2-0327
34.
Pursuant to sectio n 149(1) and secti on 203 of the Companies Act, 201
3 read with applicable rules, as on date, the B oard of Directors and Key Managerial
Personnel's (KMPs) of the company are as follow:-
| Mr. Rajesh Gupta |
Managing Director |
| Mrs. Saruchi G upta |
Whole time Director and appointed as CFO
w.e.f. 13.05.2024 |
| Mr. Rohit Mittal |
Non-Executive Non-Independent Director |
| Mrs. Chetna |
Non-Executive Independent Director |
| Mr. Harvinder Singh |
Non-Executive Independent Director
(Appointed w.e.f 27.05.2024) |
| Mr.Pawanjit Singh |
Non-Executive Independent Director (
Resigned w.e.f 28.05.2024) |
| Mr. Sukhpal Singh |
Non-Executive Independent Director |
| Ms. Renu Kaur |
Company Secretary (Resigned w.e.f
16.12.2024) |
| Ms. Harshita Aggarwal |
Company Secretary (Appointed w.e.f
12.03.2025) |
Declaration from Independent Directors
The independent d irectors have given the declarations to the Board
confirming that they meet the criteria of independence as stipulated in Section 149(6) of
the Com panies Act, 2013 so as to qualify themselves to be appointed as Independent
Directors under the provisions of the Companies Act, 2013 and the relevant rules.
Meeting of the Board
The Board and Committee meetings are prescheduled, and a tentative
calendar of the meeting are created, in consultation with the directors. However, in case
of special and urgent business needs, approval is taken by passing the resolutions through
circulation. During the year under review, Nine board meetings were conveyed and held. The
maximum time gap between consecutive board meetings did not exceed 120 days. A detailed
disclosure on the Board, it committee, its composition and brief terms of references, no.
of board and committee meeting held and attendance of the directors at each meeting is
provided in the report of Corporate Governance, which form part of this report as Annexure
-6.
Management Discussion and Analysis
Management Discussion and Analysis Report for the year under review as
stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
is presented in a separate section forming part of this report as Annexure- 7.
Board Evaluation
Pursuant to the section 134(p) of Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried
out an annual performance evaluation of its own performance, the Directors individually,
as well as the Board Committees as per the criteria laid down by Nomination &
Remuneration Committee. Also, the independent directors met separately on 31st
March, 2025 to evaluate the performance of non- independent directors, performance of the
board as a whole.
Familiarisation programme for Board Members
The Familiarization Program seeks to update the Independent Directors
on various matters covering Co mpany's strategy, business model, operations, organization
structure, finance, risk management etc. It als o seeks to update the Independent
Directors with their roles, rights, responsibilities, duties under the Companies Act, 2013
and other statutes. The policy and details of familiarization program imparted to the
Independent Directors of the Company is available at https://anglifesciences.com/policy/.
Secretarial Standards
The Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India i.e. SS-1 & SS-2, relating to
Meeting of the Board of Directors and General Meetings' respectively.
Significant and material orders passed by the
regulators o r courts or tribunals
There were no significant material orders passed by the Regulators or
Court or Tribunals that would impact the going concern status of the Company and its
operation in future.
Other Disclosure
There are no proceeding initiated/pending against the company under the
Insolvency and Bankruptcy code, 2016 and there is no instance of one time settlement with
any Bank or Financial Institution. (Refer note 40 to the Standalone Financial Statements).
Consolidated Financial Statements
Consolidated Financia l Statements have been prepared by the Company in
accordance with the Indian Accounting Standards (Ind AS) 110 and 111 as specified in the
Companies (Indian Accounting Standards) Rules, 2015 and as per the provisions of Companies
Act, 2013.
Provision of money by company for purchase of its own shares by
employees or by trustees for the benefit of employees
The company has not made any provision of money for purchase of its own
shares by employees or by trustees for the benefit of employees as per Rule 16(4) of
Companies (share capital and debentures) Rules, 2014
Issue of Sweat Equity Shares
The Company has not issued any sweat equity share during the financial
year in accordance with the provisions of Section 54 of Companies Act, 2013 read with Rule
8 of the Companies (Share Capital and Debentures) Rules, 2014.
Issue of Equity Shares with Differential Rights
The Company has not issued any equity shares with differential voting
rights during the financial year as per Rule 4(4) of Companies (Share capital and
debentures) Rules, 2014.
Issue of Employee Stock Option
The company has not issued any employee stock option during the
financial year as per Rule 12 of Companies (share capital and debentures) Rules, 2014.
Cash Flow Statement
In due compliance of the listing agreement and in accordance with the
requirements prescribed by SEBI, the cash flow statement is prepared and is appended to
this Annual Report.
Industrial Relations
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all levels.
Environment, Health and Safety
The Company is conscious of the importance of environmentally clean and
safe operations. The Company's policy requires conduct of operations in such a manner
so as to ensure safety of all concerned, compliances of environmental regulations and
preservation of natural resources.
Directors' Responsibility Statement
Pursuant to the Directors' Responsibility Statement referred to in
clause (c) of Section 134(3) of the C ompanies Act, 2013, it is hereby confirmed that -
a. In the preparation of the annual accounts for the year ended March
31, 2025 the applicable accounting standards have been followed with proper explanation
relating to material departures, if any;
b. The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as at 31st March, 2025
and of the profit of the Company for that period;
c. The directors have taken proper and sufficient care to the best of
their knowledge and ability for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other ir regularities; 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 the company and that such internal financial controls are adequate and were
operating effectively; and
f. The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
Acknowledgement
The Directors express their gratitude to their shareholders, business
associates, vendors, clients, government authorities and the bankers of the Company for
the help and co-operation that the Compa n y h as re ce i ve d from th em .
The Directors also take this opportunity to express that the relations
between the management and the staff were cordial during the period under review. Your
Directors place on record their deep appreciation to employees at all levels for their
hard work, dedication and commitme nt
|
By Order of the Board |
|
For ANG Lifesciences India
Limited |
|
Sd/- |
Sd/- |
| Place: Amritsar |
Rajesh Gupta |
Saruchi Gupta |
| Date: 06.09.2025 |
Managing Director |
Whole time Director & CFO |