ANG Lifesciences India Ltd Directors Report.

Dear Member

Your Directors have pleasure in presenting their 15th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2021.

Financial Highlights & Review of Operations

The Companys financial performance for the year ended March 31, 2021 is summarized below:

Particulars 2020-21 2019-20
Income from Operations 15437.90 12683.12
Other income 55.59 41.97
Total 15493.49 12725.09
Operating Expenditure 14051.32 11474.86
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) 1442.16 1250.23
Finance Cost 296.57 286.74
Depreciation and amortization expense 131.68 122.87
Profit before exception items and tax 1013.91 840.62
Exceptional Item 0.00 0.00
Profit before tax (PBT) 1013.91 840.62
Tax expense 311.14 231.06
Profit after Tax (PAT) 702.77 609.56

In the Financial Year 2021, your company achieved a modest growth of around 21.72% in the revenue from operations that has been increased to Rs. 15437.90 Lacs from Rs. 12683.12 Lacs in the previous year.

The financial statements of the company have been prepared in accordance with the Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards Notified under the Companies (Accounting Standards) Rules, 2006 (as amended and called the Companies (Accounting Standards) Rules, 2021) and the relevant provision of the Companies act, 2013.

State of the Companys Affair

During the year Company has acquired Mansa Print and Publishers Limited under the provision of Insolvency and Bankruptcy Code, 2016.

Corporate Insolvency Resolution Process (CIRP) in the case of Mansa Print and Publishers Limited (hereafter referred as Corporate Debtor) admitted vide an order number CP (IB) No.l9/Chd/CHD/2018 dated 28th February 2019 of National Company Law Tribunal, Chandigarh Bench. In pursuant to the provision of Insolvency and Bankruptcy

Code, 2016, ANG Lifesciences India ltd., (Resolution Applicant) had submitted a Resolution Plan/ expression of interest (EOI) for the Mansa Print and Publishers Ltd (Corporate Debtor). The said resolution plan was approved by COC in its 14th meeting dated 12th December, 2019 and subsequently approved, under Section 31 of the Code by Honble NCLT, Chandigarh Bench vide its order dated 18.03.2020.

Share Capital

During the year under review, there was no change in the Issued, Subscribed and Paid-up Equity Share Capital of the Company.

As at 31st March, 2021 the Issued, Subscribed and Paid-up Equity Share Capital of the Company stood at Rs. 518.33 Lacs divided into 5183315 equity shares of Rs. 10.00 each.

In order to improve the liquidity of Companys shares in the share market, the Board of Directors at their meeting held on 06th August, 2021, considered and recommended the issue of Bonus shares in the ratio of One (1) equity share for every One (1) existing equity share.

Therefore, as on date the Companys authorised share capital has increased from Rs. 550.00 Lacs consisting of 55,00,000 equity shares of Rs. 10/- to Rs. 1100.00 Lacs consisting of 1,10,00,000 equity shares of Rs. 10/- and the paid up share capital has increased from Rs. 518.33 Lacs divided into 5183315 equity shares of Rs. 10.00 each to Rs. 1036.66 Lacs 10366630 equity shares of Rs. 10.00 each.

Listing of Shares

The equity shares of the company are listed on the SME platform of BSE Limited. The listing fees to BSE Limited for the financial year 2020-21 have been duly paid.

Dividend

Your Directors feel that it is prudent to plough back the profits of the Company for the future growth of the Company and therefore do not recommended any dividend for the year ended March 31, 2021.

Transfer to Reserves

The company has not transferred any amount to Reserves during the financial year 2020-21.

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-I and is attached herewith

Deposits

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.

Particulars of Loans. Guarantees or Investments made under Section 186 of the Companies Act, 2013

The details of the loans, guarantees and investment made by the company are given in the notes to the financial statements which forms an integral part of the annual report.

The Company is in compliance with the limits as prescribed under Section 186 of Companies Act, 2013 read with rule 11 of the Companies (Meeting of Board and its Powers) Rules, 2014.

The Members have approved the limits under section 186(3) of Companies Act, 2013 read with rule 11 of the Companies (Meeting of Board and its Powers) Rules, 2014, whichever is higher of:

(i) either to the extent of Rs. 100.00 Cr or

(ii) 60% of the aggregate of the paid-up share capital and free reserves and securities premium account or

(iii) 100% of its free reserves and securities premium account.

Particulars of Contracts or Arrangements made with Related Parties

During the financial year ended 31st March, 2021, all the contracts or arrangements or transactions entered into by the Company with the Related Parties were in the ordinary course of business and on arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Company has not entered into any contract or arrangement or transaction with the related parties which could be considered material in accordance with the policy of the Company on materiality of the related party transactions or which are required to be reported in Form No. AOC-2 at Annexure - 7, in terms of Section 134(3) (h)

read with Section 188of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of related party transactions are placed before the audit committee for its review and approval which are further approved by the Board of Directors in their subsequent meeting. The disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is enclosed as Annexure-ll.

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-lll.

Corporate Social Responsibility

Pursuant to the provision of section 135 of the Companies Act, 2013 read with the rules framed thereunder, the Company has adopted the policy of "Eradicating Hunger, Poverty, Malnutrition and Promoting Healthcare includes Prevention of Healthcare" as specified under point no. (i) Schedule VII relating to CSR activity as per Companies Act, 2013.

In compliance with requirements of Section 135 of the Act, the composition of the CSR committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended 31st March, 2021 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure IV.

Extract of the annual return

The extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014, is attached as Annexure-V.

Auditors and Auditors Report

Stat^ry Auditgrg:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder, M/s. Raman Wadhwa & Co., Chartered Accountants, (Firm Registration No.012037N) were appointed as Statutory Auditor of the Company at the Annual General Meeting held on December 30, 2020, for a period of five (5) consecutive years from the conclusion of 14th Annual General Meeting till the conclusion of 19th Annual General Meeting of the Company, subject to annual ratification by members at every Annual General Meeting, on such remuneration as may be recommended by the

Audit Committee and mutually agreed, between the Board of Directors and the Auditors plus out of pocket expenses as may be incurred.

However, as per the Companies (Amendment) Act, 2017, the requirement of annual ratification has been omitted. M/s. Raman Wadhwa & Co., Chartered Accountants, have submitted their Report on the financial statements of the Company for the financial year ended March 31, 2021, which forms part of the Annual Report 2021-21. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation or comments from the Directors of your Company.

The Company has obtained from Auditors a written consent and a certificate as required under the Section 139 of the Companies Act, 2013 to the effect that their appointment, if made, would be within the limits and in accordance with the criteria specified under Section 141 of the Companies Act, 2013.

Cost Auditors:

The Board, on the recommendation of the Audit Committee, has re-appointed M/s V. Kumar & Associates (Firm Reg. No. 100137), Cost Accountants as Cost Auditors to audit the cost records of the Company for the F.Y. 202021. The Company has received consent from M/s V. Kumar & Associates to act as Cost Auditor for conducting the cost audit of the Company for F.Y. ending 31 March 2022.

In terms of the provisions of the Act the remuneration payable to Cost Auditors is required to be ratified by the Shareholders at the ensuing Annual General Meeting and accordingly, a resolution seeking ratification has been included in the Notice convening the Annual General Meeting.

Secretarial Auditors:

In terms of Section 204 of the Act, the Board of the Company at its meeting held on 30th June, 2021 has appointed M/s Anjum Goyal & Associates, Practicing Company Secretaries, to conduct an audit of the secretarial records for the F.Y. 2021-22. The Company has received consent from M/s Anjum Goyal & Associates, Practicing Company Secretaries to act as the auditor for conducting audit of the Secretarial records for the F.Y. ending 31 March, 2022.

The Secretarial Audit Report for the F.Y. ended 31 March 2021 is appended herewith as Annexure VI to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks. The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Management Discussion & Analysis Report

A detailed review of the operations, performance and future outlook of the Company is given in the Management Discussion & Analysis Report as stipulated under Reg. 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements), 2015 is annexed herewith forming part of the annual report 2020-21.

Formal Annual Evaluation of Performance of the Board of Directors. Committees and Directors

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, 2021 to evaluate the performance of non- independent directors, performance of the board as a whole.

Number of cases filed, if any, and their disposal under section 22 of the Sexual Harassment of Women at work place (Prevention. Prohibition and Redressal) Act, 2013

Your Company has Zero tolerance towards any action on part of any one which may fall under the ambit of Sexual Harassment at workplace, and is fully committed to uphold and maintain the dignity of every women working with the Company. The Policy has been framed by the Company in this regard which provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

Significant and material orders passed by the regulators or courts

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

Corporate Governance Report

Pursuant to Reg. 15(2) of the SEBI (Listing Obligations and Disclosure Requirements), 2015, the compliance with the corporate governance provisions specified in regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of Reg. 46 and Para C, D and E of Schedule V shall not apply to the company being listed on the SME platform of BSE. However, your company is complying with the principals of good corporate compliances.

Directors and Key Managerial Personnel

Directors: Pursuant to section 149(1) of the Companies Act, 2013, the Board of Directors of the company comprises of total 6 (Six) Directors including 3 (Three) woman directors on its board.

Changes in KMP: During the financial year 2020-21 under review, the Company has appointed Mr. Subodh Sharma as Chief Financial Officer in the Board meeting held on 21 July, 2020 and also accepted the resignation of Mrs. Saruchi Gupta from the position of Chief Financial Officer.

Declaration by an Independent Director(s):

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.

Retirement by Rotation: Smt. Sudesh Kumari (DIN: 07486033), Non-Executive Director of the Company is retiring by rotation at the forthcoming Annual General Meeting and being eligible offers herself for reappointment.

Key Managerial Personnel: Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with applicable rules, the designated Key Managerial Personnels (KMPs) of the company as on the date of this report are

S.No. Name of Director Designation
1 Mr. Rajesh Gupta Managing Director
2 Mrs. Saruchi Gupta Whole-time Director
3 Miss Preeti Goel Company Secretary & Compliance Officer (Resigned w.e.f. 05.08.2021)
4 Miss Renu Kaur Company Secretary & Compliance Officer (Appointed w.e.f. 06.08.2021)

Number of Meeting of the Board

Regular meeting of the Board are held to discuss and decide on various business policies, strategies and other businesses. During the year seven (7) meetings of Board of Directors were held viz on 21.05.2020, 21.07.2020, 05.09.2020, 12.11.2020, 05.12.2020, 21.01.2021 and 31.03.2021.

Committee of the Board

In order to take decision effectively and for better Corporate Governance the Board of Directors of the Company constituted 4 committees viz Audit committee, nomination & Remuneration committee, Stakeholder Relationship committee and Corporate Social

Responsibility committee. The membership in committee is decided based on the traits of the Directors keeping in view the statutory requirement of composition of director in the committees. The brief description of committee are provided as below:

A) Audit Committee

Our Company has constituted the Audit Committee as per the provisions of Section 177 of the Companies Act, 2013. The committee currently comprises following three (3) members and Mr. Sukhpal Singh is the Chairman of the Audit Committee.

S.No Name of Director Status Nature of Directorship
1. Mr. Sukhpal Singh Chairman Non-Executive Independent Director
2. Mr. Pawanjit Singh Member Non-Executive Independent Director
3. Mrs. Saruchi Gupta Member Executive Non Independent Director

The Audit committee is vested with responsibility to review, inter alia, the financial reporting, internal control system and the internal external audit events, the qualification of members of the committee, composition, quorum, frequency of meeting and term of reference of the Audit committee are in line with the requirement under the provision of section 177 of the Companies Act, 2013. The recommendations of the Audit Committee were accepted by the Board of Directors of the Company from time to time.

B) Nomination & Remuneration Committee

Our Company has constituted Nomination & Remuneration Committee as per the provisions of Section 178 of the Companies Act, 2013. The committee currently comprises of following three (3) members and Mr. Sukhpal Singh is the Chairman of the Nomination & Remuneration Committee.

S.No Name of Director Status Nature of Directorship
1. Mr. Sukhpal Singh Chairman Non-Executive Independent Director
2. Mr. Pawanjit Singh Member Non-Executive Independent Director
3. Mrs. Sudesh Kumari Member Non-Executive Non Independent Director

The Nomination & Remuneration committee is vested with responsibility to identify the person, who may be appointed in senior management team and recommend the same to Board of Directors and carry out evaluation program of every Directors performance. The qualification of members of the committee, composition, quorum, frequency of meeting and term of reference of the Nomination & Remuneration Committee are in line with the requirement under the provision of section 178 of the Companies Act, 2013.

C) Stakeholder Relationship Committee

Our Company has constituted a Stakeholder Relationship Committee to redress the complaints of the shareholders. The committee currently comprises of following three (3) members and Smt. Sudesh Kumari is the Chairman of the Stakeholder Relationship Committee.

S.No Name of Director Status Nature of Directorship
1. Mrs. Sudesh Kumari Chairman Non-Executive Non Independent Director
2. Mr. Rajesh Gupta Member Executive Non Independent Director
3. Mr. Pawanjit Singh Member Non-Executive Independent Director

The Stakeholder Relationship Committee is vested with responsibility to review and resolve the grievances of the security holder of the Company. The qualification of members of the committee, composition, and quorum, frequency of meeting and term of reference of the Stakeholder Relationship Committee are in line with the requirement under the provision of section 178(5) of the Companies Act, 2013.

D) Corporate Social Responsibility Committee

Our Company has constituted Corporate Social Responsibility Committee to redress and monitor the CSR policy and activities undertaken by the Company and reviewing the performance of the Company in the areas of CSR. The committee comprises of following three (3) members and Smt. Sudesh Kumari is the Chairman of the Corporate Social Responsibility Committee.

S.No Name of Director Status Nature of Directorship
1. Mrs. Sudesh Kumari Chairman Non-Executive Non Independent Director
2. Mr. Sukhpal Singh Member Executive Independent Director
3. Mrs. Saruchi Gupta Member Executive Non Independent Director

Risk Management Policy

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 Control System

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.

Vigil Mechanism

The Company has constituted a vigil mechanism 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 behavior, 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.

Nomination & Remuneration Policy

The Nomination & Remuneration Policy of the Company lays down the framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for determining qualifications, positive attributes, independence of director and other matters provided under sub section (3) of section 178 of the Companies Act, 2013. The policy can be accessed on the website of the Company at link:

https://anglifesciences.com/company-profile/Nomination%20&%20Remuneration%20Policv.pdf

Directors Responsibility Statement

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 -

a. In the preparation of the annual accounts for the year ended 31st March, 2021 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, 2021 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 irregularities.

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 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: 25.10.2021 Sd/- Sd/-
Place: Amritsar Rajesh Gupta Saruchi Gupta
(DIN:01423407) (DIN: 03618458)
Managing Director Wholetime Director