ang lifesciences india ltd share price Directors report

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)


31st March,


31st March,


31st March, 2023

31st March,






Income from Operation





Other Income










Operating Expense





Earnings before interest, tax, depreciation and






Finance Cost





Depreciation and Amortization





Profit before tax (PBT)





Tax expense





Profit/(Loss) after tax (PAT





Other comprehensive income





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.


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 companys 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.

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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 Companys 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.


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

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 Companys 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 Companys 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 Companys website at httDS://

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.

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Transaction with Related Parties

All transactions entered with Related Parties for the year under review were on arms 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:// 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 Auditors 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 Companys 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 youre 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 —

    1. 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;
    2. 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;
    3. 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
    4. The directors have prepared the annual accounts on a going concern basis;
    5. 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
    6. 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.


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


Rajesh Gupta

Managing Director


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


Reporting period for the subsidiary concerned, if different from the

holding companys 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.


Share capital


Reserves and surplus


Total assets


Total Liabilities






Profit before taxation


Provision for taxation

Profit after taxation


Proposed Dividend

Extent of shareholding (in percentage)

100% holding by ANG Lifesciences India


For ANG Lifesciences India Limited

Place: Amritsar Date: 05.09.Z0Z3


Rajesh Gupta Managing Director


Saruchi Gupta Whole time Director