To the Members,
Your Directors have pleasure in presenting their 17th Annual Report on
the business and operations of the Company and the accounts for the Financial Year ended
March 31, 2023.
Financial Summary and State of Affairs
(In Lakhs)
Particular |
31st March,
2023 |
31st March,
2022 |
31st March, 2023 |
31st March,
2022 |
|
Standalone |
Standalone |
Consolidates |
Consolidates |
Income from Operation |
20700.55 |
34866.94 |
21989.11 |
35430.17 |
Other Income |
984.24 |
95.15 |
972.35 |
90.13 |
Total |
21684.79 |
34962.09 |
22961.43 |
35520.30 |
Operating Expense |
(19593.81) |
(28358.71) |
(20575.74) |
(28692.21) |
Earnings before interest,
tax, depreciation and
amortization |
2090.98 |
6603.38 |
2385.72 |
6828.09 |
Finance Cost |
(1032.43) |
(785.00) |
(1187.87) |
(890.52) |
Depreciation and Amortization |
(851.63) |
(512.03) |
(935.35) |
(587.52) |
Profit before tax (PBT) |
206.907 |
5306.35 |
262.50 |
5350.05 |
Tax expense |
(273.14) |
(1335.05) |
(288.72) |
(1318.40) |
Profit/(Loss) after tax
(PAT |
(66.233) |
3971.30 |
(26.22) |
4031.65 |
Other comprehensive income |
71.63 |
20.94 |
46.64 |
(20.94) |
During the Financial year
2022-23, the Company has recorded a total loss of Rs. 66.23 Lakhs. The Board of |
Director has reviewed the operation of the company and has taken all
possible efforts to improve the performance of the company and improving it share in the
market by strategically focusing on increasing sales volume. The Standalone as well as the
Consolidated Financial Statement have been prepared in accordance with the Indian
Accounting Standards (Ind AS).
Share Capital
During the year under review, the Company issued and allotted 25,91,657
bonus equity shares as per the provision of section 63 and other applicable provisions of
the Companies Act, 2013 read with relevant rules framed thereunder, Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018,
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
regulation, 2015 ("Listing regulation"). As a result, the issued, subscribed and
paid-up share capital of the company increased from 7 10,36,66,300/- (divided into
1.03,66,630 equity shares of 7 10/- each) to Z 12.95,82,870/- (divided into 1,29,58,287
equity shares of 7 10/- each).
Further, in pursuant to provision of section 42, 62 and other
provisions, applicable, if any, of the Companies Act, 2013 read with Companies (Prospectus
and allotment of Securities) Rules, 2014 and the Companies (Share Capi tal and Debentures)
Rules, 2014 including any statutory enactment, modification and in accordance with the
Securities and Exchange Board of India (ICDR) Regulations, 2018 and Securities and
Exchange Board of India (LODR) Regulations, 2015 and in terms of the Shareholders'
approval in their Extra Ordinary General Meeting held on 10th November, 2022, the Company
has issued and allotted 1,00,000 Equity shares at a price of Rs. 200 per equity shares
(face value of Rs. 10/- plus premium of Rs. 190/-) on preferential basis to Non-promoter
category.
Reserve
For complete details on movement in Reserves and Surplus during the
financial year ended March 31, 2023. 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.
Page - If
Dividend
Pursuant to Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
("Listing Regulations"), the Board has approved and adopted a Oividend
Distribution policy. The Dividend Oistribution policy is available on the Company's
website . In order to conserve the resources, the Board of Directors does not recommend
any dividend for the financial year 2022-23.
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 2022-23 have been duly
paid.
Oeposit
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 31?t March, 2023 has been placed on the
website of the Company and can be accessed at https://anoIifesciences.com/annual-return/
Loans, Guarantee or Investments made under section 1B6 of
the Companies Act, 2013
Loans, Guarantee and investmen1s covered under section 186 of the
Compani es 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
Ouring the year under review, the Company has only one Wholly Owned
Subsidiary Company which wa s 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 statemen1 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 httDS://anaIifesciences.com/nolicv/
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 wom en at workplace (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 Companies 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 an adequate internal control system commensurate with
its size and the nature of business in order to achieve efficiency in operation and
optimum utilization of resources. These controls ensure safeguarding of assets, reduction
and detection of fraud and error, adequacy and completeness of the accounting records and
timely preparation of reliable financial information.
Page - 18
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. Efforts are made to optimize 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 httDs://ancilifesciences.com/wD-content/uploads/2022/09/ANG-CORPORATE- SOCIAL-RESPONSIBILITY-POLICY-1.odf
The Annual Report on CSR activities containing details of expenditure
incurred by the Company and brief details on CSR activities are provided in Annexure
5 to this report.
Auditors & their Audit Reports
The Members at the 14th Annual General Meeting of the Company held on
30th December, 2020, had appointed Mls. Raman Wadhwa & Co., Chartered Accountants,
(Firm Registration No.012037N), as the Statutory Auditors of the Company for a period of
five years to hold office from the conclusion of this Annual General Meeting till the
conclusion of the 19th Annual General Meeting. In regards to the Auditor's comment on
dues, the management apprised that the liability of Income Tax Act Rs. 72.98 lacs (FY
2020-21) has paid to department. Also company has paid an amount of Rs. 1051.36 lacs
against the Income tax liability of Rs. 1493.00 Lacs (FY 2021-22). Further there were no
frauds reported by Auditors under Section 143(12) of Companies Act, 2013.
At the beginning of each financial year, an audit plan is rolled out
with approval by the Company's audit committee. The plan is aimed at evaluation of
the efficacy and adequacy of internal control systems and compliance thereof, robustness
of internal processes, policies and accounting procedures and compliance with laws and
regulations. Based on the reports of internal audit, process owners undertake corrective
action in their respective areas. Significant audit observations and corrective actions
are periodically presented to the audit committee of the Board.
The Board, on the recommendation of the Audit Committee, has
re-appointed M/s Khushboo Saini & Associates (FRN 101388 M. No. 32208), Cost
Accountants as Cost Auditors to audit the cost records of the Company for the
F.Y. 2022-23. The Company has maintained the Cost Records as specified
by the Central Government under Section 148(1) of the Act.
Pursuant to the provision of section 204 of the Companies Act, 2013 and
the rules made there under, the Company had appointed Mls Anjum Goyal & Associates,
Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the
year ended 31st March, 2023. The Secretarial Audit Report issued in this regard is annexed
as Annexure-6. The Secretarial Audit report for the financial year ended 31st March, 2023
do not contain any qualification or reservation or adverse remark. During the under
review, the Secretarial Auditor had not reported any matter under section 143(12) of the
Act, therefore no details is required to be disclosed under section 134(3) (ca) of the
Act.
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-7.
Certificate on Corporate Governance
Page - 1 ',
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 accepted the resignation of Mr. Subodh
Sharma from the designation of Chief Financial Officer in the Board meeting dated
05.12.2022. Thereafter in the Board meeting dated 30.05.2023, Mr. Neeraj 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 herself for a re-appointment as Director of the Company, liable to retire by
rotation.
In the opinion of the Board, all the directors, as well as the
directors proposed to appointed/re -appointed, passes the requisite qualifications,
experience and expertise. Mr. Pawanjit 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: 08981D45, registered in
Independent Director Databank under Indian Institute of Corporate Affairs with the
registration no. IDDB-PA -2020L2-0327 34.
Pursuant to section 149(1) and section 203 of the Companies Act, 2013
read with applicable rules, as on date, the Board of Directors and Key Managerial
Personnels (KMPs) of the company are as follow:-
Mr. Rajesh Gupta |
Managing Director |
Mrs. Saruchi Gupta |
Whole time Director |
Mrs. Sudesh Kumari |
Non-Executive Non-Independent
Director |
Mrs. Chetna |
Non-Executive Independent
Director |
Mr. Pawanjit Singh |
Non-Executive Independent
Director |
Mr. Sukhpal Singh |
Non-Executive Independent
Director |
Mr. Subodh Sharma |
Chief Financial Officer (till
05.12.2022) |
Mr. Neeraj Gupta |
Chief Financial Officer
(appointed w.e.f. 30.05.2023) |
Ms. Renu Kaur |
Company Secretary |
Declaration from Independent Directors
The independent directors have given the declarations to the Board
confirming that they meet the criteria of independence as stipulated in Section 149(6) of
the Companies 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, eleven 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 akendance of the directors at each
meeting is provided in the report of Corporate Governance, which form part of this report
as Annexure -7.
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- 8.
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 29th March, 2023
to evaluate the performance of non- independent directors, performance of the board as a
whole.
Secretarial Standards
The Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India i.e. 55-1 & SS-2, relating to
'Meeting of the Board of Directors and General Meetings' respectively.
Credit Rating
The credit rating is disclosed in the Corporate Governance Report which
forms part of this Annual Report.
Significant and material orders passed by the regulators or 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 you're the
company under the Insolvency and Bankruptcy code, 2016 and there is no instance of one
time settlement with any Bank or Financial Institution.
Consolidated Financial Statements
Consolidated Financial 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.
Directors' Responsibility Statement
2516582401 Pursuant to the Directors' Responsibility Statement
referred to in clause (c) of Section 134(3) of the Companies Act, 2013, it is hereby
confirmed that
- In the preparation of the annual accounts for the year ended March 31, 2023 the
applicable accounting standards have been followed with proper explanation relating to
material departures, if any;
- 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, 2023 and of the profit of
the Company for that period;
- 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, 201 3 for safeguarding the assek of the Company and for
preventing and detecting fraud and other irregularities; and
- The directors have prepared the annual accounts on a 'going concern' basis;
- 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
- 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 Company has received from them.
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 commitment
By Order of the Board
For ANG Lifesciences India Limited
Date: 05.09.2023
Place: Amritsar
Sd/-
Rajesh Gupta
Managing Director
Sd/-
Saruchi Gupta Whole time Director
From AOC -1
Annexure- 1
(Pursuant to first proviso to sub section {3J of section 129
read with rule 5 of the Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of
subsidiaries or associate companies or joint ventures
(in Lakhs)
Name of the subsidiary |
Mansa Print & Publishers
Limited |
The date since when subsidiary
was acquired |
01.04.2021 |
Reporting period for the
subsidiary concerned, if different from the
holding company's reporting period. |
31a March, 2023 |
Reporting currency and
Exchange rate as on the last date of the relevant
Financial year in the case of foreign subsidiaries. |
INR |
Share capital |
350.00 |
Reserves and surplus |
69.83 |
Total assets |
3522.11 |
Total Liabilities |
2043.16 |
Investments |
0.57 |
Turnover |
2420.51 |
Profit before taxation |
52.22 |
Provision for taxation |
|
Profit after taxation |
35.69 |
Proposed Dividend |
|
Extent of shareholding (in
percentage) |
100% holding by ANG
Lifesciences India
Limited |
For ANG Lifesciences India Limited
Place: Amritsar Date: 05.09.Z0Z3
Sd/-
Rajesh Gupta Managing Director
Sd/-
Saruchi Gupta Whole time Director