contents · from time to time, mr.amit kumar singh be designated as executive director of the...

1

CONTENTS

Particulars

Page No

Corporate Information 2

Chairman's Address 3

Notice 5

Director's Report 9

Annexure to Director Report 14

Report on Corporate Governance 27

Corporate Governance Report - Auditor Certificate 34

CEO and CFO Certification 35

Management Discussion and Analysis 40

Auditor's Report 44

Financial - Balance Sheet, Profit and Loss Account 48

Cash Flow Statement 58

Significant Accounting Policies & Notes on Accounts 59

2

CORPORATE INFORMATION

BOARD OF DIRECTORS

Dr. A N Singh (DIN: 01756827) - Managing Director, Executive & Non Independent Dr. Jeetainder Roy Gour (DIN: 02810147) - Independent &Non Executive Dr.D.C. Sastry (DIN: 02682897) - Independent &Non Executive Smt.Padma Singh (DIN: 01448915) - Non Independent & Non Executive

STATUTORY AUDITORS

M/s. Lakshmi Purna & Associates, Chartered Accountants, Hyderabad - 500 072 (upto the ensuing AGM)

INTERNAL AUDITORS

Mrs P.Usha

SECRETARIAL AUDITORS

M/s.GMVDR & Associates, Company Secretaries, Hyderabad - 500029

BANKERS

State Bank of India, Nacharam Branch, Hyderabad ICICI Bank, Jubliee Hills Branch, Hyderabad HDFC Bank Nacharan Hyderabad

REGISTRARS & SHARE TRANSFER AGENTS

Karvy Computershare Private Limited. “Karvy Selenium Tower-B”, Plot No.31&32

Gachibowli, Financial District, Nanakramguda, Serilingampally,

Hyderabad – 500 032 Tel: +91-40-67162222/33211000, Email Id: [email protected] Website: www.karvycomputershare.com

REGISTERED OFFICE

Celestial Biolabs Limited

Plot # 59, Road # 12, TSIIC Tech Park

IDA Nacharam, Hyderbad - 500 076, Telangana

Phone: +91 40 65552697/64565544

Email: [email protected]

Website:www.celestialbiolabs.com

CIN- L72200TG1997PLC028374

mailto:[email protected]

http://www.karvycomputershare.com/


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CHAIRMAN’S ADDRESS

Dear Members Clinically validated research formulations shall differentiate our products from rest of the products in herbal range. Initiative towards Biopharma product development that is process driven, time taking and expensive is continuing with limited resources. New and Innovative products shall always create demand and your company shall be benefitted. Ultimately, our R&D initiatives have given us two

research products like Cadalmin and Biovita. 4 New molecules in peptide and 5 products in Enzymes are in advance stage of development. Anti diabetes product fully validated and clinically tested is ready to be launched shortly At this stage, biovia, a prominent herbal health drink and cadalminGae and cadalmin ADE shall be the key products that will be advertised and promot Performance Anti arthritis and Biovita have already made an established mark in the market. Herbal and Enzyme

formulations can also be marketed worldwide by using online platform along with off line present

marketing activities, We are moving in synergy by improving our supply chain and also introducing

new control measures. We have already started advertising our Lead research product called

Cadalmin, Our effort is continuing to establish OTC market for all our products. We shall spread our

domestic marketing in 15 states during the next year

Industry Biopharmaceutical Industry scenario is very good but we are addressing with great care to revamp our business model. Pharma industry shall be able to keep the pace with the good quality products as there is always demand for such quality pharma products. Our most of the products are very effective and we are making every effort to meet the demand. We are developing effective supply chain management by introducing new CSA and stockiest at different places. We are also introducing incentive scheme to stockiest sales person in order to increase the volume of sales

The biopharmaceutical market is highly competitive. In order to have a competitive edge, our facility at

Biotech park is an integrated facility clubbed with extremely good facility of R&D where product

development of innovative project shall be the key factor. We will continue to pursue our R&D initiative

in peptide, Enzymes and protein and proceed with manufacturing of these products at new facility.

Project at SEZ, Biotech park. This will provide us an opportunity to market our products in Domestic

and overseas market.

Strategy Every effort and established processes are in place towards brand building and advertising to handle

OTC marketing, We are able to build better volume by Strengthening the manufacturing, marketing and distribution We are in the process of meeting WHO stamping on the premier products and that shall provide us an opportunity to market our products in African and south East Asian countries attracting premier pricing.. Reaching everywhere through C&F and distributors is an difficult proposition and online sales will take us at every corner of India. Feed supplement to cattle’s, poultry and fisheries is an major task to us and celestial is continuously trying to improve the reach and increase the range of feed supplements in order to spread the sale of feed supplements across India. Human Resource This aspect is a recognized tool to increase productivity. Effective and Quality manpower and their

retention is always an challenging task and addressing this task carefully shall increase the

productivity. We have taken very careful steps to retain only quality, dedicated and efficient staff.

Training courses and sending them to various seminars and symposium shall also be our priority and

thus we will ensure professional skill development. We have taken a Person with Company secretary

and chartered accountancy qualification and also are in the process of recruiting Business

development and Research and developmental professionals

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Collaboration Innovation and development cost is becoming more and more day by day and it needs an

optimization effort .Collaborative research is essential for a company like us so that we can always

fulfill our research objective most economically and effectively. We are also developing collaborations

with CSIR and ICAR and ICMR institutions to develop the Biotech products. Collaborative research

projects with these premier research organization shall provide a competitive edge and also increase

our learning graph having association with very experienced Research scientists of these prominent

institutions.. We are also installing software at each C&F in all the states to make our monitoring and

control more effective.ly We are making every effort to complete the remaining work at city and

Biotech park facility so that production, supply chain can be improved in order to increase the

business volume. CMFRI Kochin association has given us Cadalmin, a great product. Cadalmin

efficacy is so high that people suffering from arthritis are getting tremendous relief. Further we are

moving to launch a much needed research product to treat diabetes.

Value to the shareholders Shareholders are very important to us. We always keep shares holders interest on priority and would

like to ensure all our shares holders shall be benefitted immensely. . Increasing the investor wealth is

our top priority and we will make rapid progress towards achieving our objective once our capital

project is completed. We always address any complaint by shareholders very promptly in order to

increase share holders value, we are in the process of reorganizing our research and manufacturing. Corporate Social responsibility Good industries need to support social cause. We are providing medicines on a very concessional

rate to under privileged and handicap people who can not afford to buy the expensive medicines.

This distribution is being done in villages through AWAKE RESEARCH and SERVICE FOUNDATION,

a voluntary and social organization. We are also making effort to buy herbal raw material from farmers driven source directly by giving value to farmers and also ensuring good quality of raw material. There

is very good response from farmers to work on contract farming to grow medicinal plants and shall be

moving shortly to have such agreement with farmers cooperative society

Acknowledgment We always appreciate and acknowledge the valuable input and advise from our shareholders., we

thank all our shareholders, stake holders, staff and business associates for their continued support

and look forward to your valuable advice to achieve our objective at regular interval

Dr. D C Sastri

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NOTICE

Notice is hereby given that the Nineteenth Annual General Meeting of the members of CELESTIAL BIOLABS LIMITED will be held on Thursday the 28th day of September, 2017 at 9.00 a.m. at Federation House, 11-6-841, FTAPCCI Marg, Red Hills, Hyderabad – 500 004 to transact the following business: Ordinary Business: 1. To receive, consider and adopt the audited Balance Sheet as on 31st March, 2017, the Profit &

Loss Account for the year ended on that date together with the schedules and annexure thereto and the reports of the Auditors and Directors

2. To appoint a Director in place of Smt.Padma Singh (DIN:01448915) who retires by rotation, and being eligible offers herself for reappointment.

3. To consider, and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 139(2) and any other applicable provisions of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof for the time being in force) read with Companies (Audit and Auditors) Rules, 2014, M/s. M/s.A S Naidu & Co, Chartered Accountants, (Firm Regn. No.008549S), be and are hereby appointed as Statutory Auditors of the Company for a period 5 years from conclusion of 19th Annual General Meeting until the conclusion of the 24th Annual General Meeting, in place of M/s.Lakshmi Purna & Associates. Chartered Accountants, (Firm Regn. No. 012323S), the retiring auditors at such remuneration as may be decided by the Board of Directors from time to time, subject to ratification of their appointment by the Members of the Company at every Annual General Meeting after this Annual General Meeting as per the provisions of the Companies Act, 2013, Special Business:

4. To consider, and if thought fit, to pass, with or without modifications, the following resolution as Special Resolution: “RESOLVED THAT pursuant to the provisions of Section.160 and other applicable provisions if

any of the Companies Act, 2013, consent of the members be and is hereby accorded for the

appointment of Mr.Amit Kumar Singh (DIN:01824426) as the Director of the Company.

“FURTHER RESOLVED THAT subject to the provisions of Sections 196, 197 and 198 read with Schedule V and other applicable provisions if any of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, Mr.Amit Kumar Singh be designated as Executive Director of the Company for a period of 5 years at a remuneration upto Rs.36.00 Lacs p.a.

For and on behalf of the Board of Directors

For Celestial Biolabs Limited Place: Hyderabad Dr. A N Singh Date: 02.09.2017 (Managing Director)

DIN: 01756827

6

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER.

2. The instrument appointing the proxy, in order to be effective, should be duly stamped, completed and signed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting. Corporate Members are requested to send a duly certified copy of the Board Resolution / power of attorney authorizing their representative to attend and vote on their behalf at the Annual General Meeting. Member / proxy should bring the attendance slip sent herewith, duly filed in, for attending the meeting.

3. Members who hold shares in dematerialized form are requested to write their Client ID and DPID Number and those who hold shares in physical form are requested to write their Folio Number in the attendance slip for attending the meeting.

4. In case of joint holders attending the meeting, only such joint holder who is higher in the order of name will be entitled to vote.

5. Register of Members and Transfer Books of the Company will be closed from 26th September, 2017 to 28th September, 2017 both days inclusive.

6. Members are requested to address all their correspondence including change of address, mandates etc. to the registrars Viz. M/s. Karvy Computershare Private Limited, “Karvy Selenium Tower-B”, Plot No.31&32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad – 500 032, Phone: 040-6716 2222 (Board) Fax: 040-2300 1153, Toll Free: 1800-345-4001.

7. Pursuant to Section 125 of the Companies Act, 2013, all unclaimed refunds of the Public Issue for more than seven years from the date it became due shall be transferred to Investor Education and Protection Fund (the fund). Hence those persons, who have not encashed their refund are requested to encash the same immediately.

8. Shareholders may inspect the documents / certificates referred to in the notice and / or explanatory statement at the Registered office of the company during the business hours on any working day upto the date of AGM.

9. E-Voting: Pursuant to Section 108 of the Companies Act, 2013, read with the relevant Rules of the Act, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is providing the facility to Members to exercise their rights to vote by electronic means. The Company has engaged the Services of Karvy Computershare Private Limited for providing e-voting facilities. The e-voting rights of the Members / beneficial owners shall be reckoned in proportion to ordinary shares held by them in the Company as on 21st September 2017 (Cut -off date fixed for this purpose). The e-voting period will commence at 10.00 a.m. on Monday 25th September, 2017 and will end at 5.00 p.m. on Wednesday 27th

September, 2017. The Company has appointed Mr.G.M.V.Dhanunjaya Rao, Practicing Company Secretary, to act as the Scrutinizer, for conducting the scrutiny of the votes cast. Detailed instructions for availing e-voting facility are being sent separately as a part of this Notice

10. Members are requested to avail the e-communication facility for receiving the Annual Reports, other communications from the Company, by updating their email IDs with the RTA so as to save paper & the Mother Nature.

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EXPLANATORY STATEMENT

(Pursuant to Section 173 (2)) of the Companies Act, 2013

Item: 4 Mr.Amit Kumar Singh (DIN 01824426) is working with the Company since 2008 in various positions. Based on his experience in various functional areas, the Board at their meeting held on 02.09.2017 proposed him to appoint as Executive Director of the Company. The Nomination and Remuneration Committee in its meeting held on 02.09.2017 has recommended his appointment as Executive Director & his remuneration. Brief resume of Mr.Amit Kumar Singh, nature of his expertise in specific functional areas and names of companies in which he holds Directorships and Memberships / Chairmanships of Board, Committees, shareholding and relationships between Directors inter-se are provided in the Corporate Governance Report forming part of this Annual Report Your Company has received a notice under Section 160 together with a deposit of requisite amount from a shareholder proposing the candidature of Mr.Amit Kumar Singh to the office of Director of the Company. As per Section 160 of the Companies Act, 2013 approval of members is required for his appointment. Further your directors propose his appointment as the Executive Director of the Company. The Board recommends the resolution for approval. Mr.Amit Kumar Singh is the son of Dr.A.N.Singh,

Managing Director & Smt Padma Singh, Director of the Company. None of the Directors, KMP except

Dr A N Singh and Smt Padma Singh are concerned or interested in the resolution.

For and on behalf of the Board of Directors For Celestial Biolabs Limited

Place: Hyderabad Dr. A N Singh Date: 02.09.2017 (Managing Director)

DIN: 01756827

8

Additional disclosures under Schedule V of the Companies Act, 2013

I. Information about the appointees

Particulars Smt.Padma Singh Mr Amit Kumar Singh

Date of Birth 04.04.1960 04.08.1982

Date of Appointment 30.09.2005 Not Applicable

Qualifications Graduate in social science. M.Com

Expertise in specific functional areas

Over a decade of experience as a social activist

General Administration, Finance & Marketing activities.

Chairmanships / Directorships of other Companies (excluding Foreign Companies and Section25 Companies)

Total Health Kare International

Private Limited

Total Health Kare International Private Limited

Chairmanships / Memberships of Committees of other Public Companies (includes only Audit Committee; and Shareholders/Investors Grievance Committee)

Nil Nil

Number of shares held in the Company

15,73,354 7,64,250

Other details as required under Schedule V

Smt.Padma Singh is a Non Executive Non Independent Director of the Company.

Background details Associated with

the Company since 2008

Past remuneration Rs.24.00 Lacs p.a. Recognition or awards Nil Job profile and his suitability Remuneration proposed Rs.36.00 Lacs p.a. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin)

Postgraduate in commerce with more than 10 years of marketing experience . Sallary is relevant to profile and position and responsibility.

Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any.

Promoter & .Mr. Amit Kumar Singh is the son of Dr.A.N.Singh, Managing Director & Smt Padma Singh, Director of the Company

Past remuneration Nil Rs.24.00 Lacs p.a.

Remuneration proposed Nil Rs.36.00 Lacs p.a.

II. Other Information

Reasons of loss or inadequate profits, steps taken or proposed to be taken for improvement & Expected increase in productivity and profits in measurable terms.

N.A.

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DIRECTORS REPORT

Dear Members, Your Directors have pleasure in presenting the Nineteenth Annual Report of your Company along with the audited Statement of Accounts for the financial year ended 31st March 2017. The Report also includes the Management Discussion and Analysis Report in accordance with the Guidelines on Corporate Governance and Financial Statements. The highlights of the financial results for the year 2016-17 in comparison to the year 2015-16 are as follows: (Rs.In Lakhs)

Performance We have been able to achieve a turnover of Rs. 3866.23 Lacs. The percentage increase in the turnover is 18% and increase in net profit is 60% respectively when compared to that of previous year. Future Outlook Celestial shall be promoting biovita as a prominent herbal health drink through OTC and retail outlet with the help of doctors and consumer support. Biovita now has been validated clinically and the results shall be shared with doctors.Celestial has already launched CadalminGAe (a drug to treat arthritis) in collaboration with CMFRI Cochin(a prestigious ICAR Institute). Cadalmin anti-diabities natural drug shall be launched shortly .Celestial plans to advertise these two product in addition to biovita ( A natural health Drink) and Trem ( A fairness herbal cream) in the leading newspaper in ten states to increase the business volume. Further initiatives of demerger of research and developmental activities and focused collaborative research commerce shall be of great advantage to shareholders. Many leading pharmaceuticals majors have already taken leading steps in this regard and got huge benefits. In the domain of herbal and enzyme research, our efforts may be treated as a leading and land mark steps. Initiatives have already been taken to establish biovia in the category of granules as an house hold products. Seaweeds two products ieanti arthritis and anti diabetes shall provide the required relief to our indian citizens. Slowly the whole world community shall be benefitted with online sales.

Dividend The Company has not declared any dividend during the year. Corporate Governance As per Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance is enclosed herewith which forms part of the Annual Report. A certificate from the Auditors of the Company on compliance with the conditions of Corporate Governance as stipulated under the Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report.

Particulars 2016-17 2015-16

Sales Other income Total revenue Profit before Depreciation Depreciation Profit Before Tax Deferred Tax Provision for MAT Provision for FBT Net Profit for the year Profit & Loss Account balance brought forward Dividend Corporate Dividend Tax

3866.23 ----

3866.23 697.84 330.40 367.44 (35.98)

70.02 NIL

333.41 2541.67

NIL NIL

3285.54 28.95

3314.49 755.61 570.55 185.06 (58.22)

35.26 NIL

208.02 2378.11

NIL NIL

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Management Discussion and Analysis A detailed section of the Management Discussion and Analysis for the period under review as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given as a separate statement forming part of the Annual Report. Directors’ Responsibility Statement: Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect to the Director’s Responsibility Statement, it is hereby confirmed. i. that in the preparation of the accounts for the financial year ended 31st March 2017, the

applicable accounting standards have been followed along with proper explanations for marking all departures, if any.

ii. that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for the year under review.

iii. that the directors have taken proper and sufficient care 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 from preventing and detecting fraud and other irregularities.

iv. that the directors have prepared the accounts for the financial year ended 31st March 2017 on a going concern basis

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

Directors& Key Managerial Personnel (KMP) Directors a. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of

the Company, Smt.Padma Singh retired by rotation and being eligible has offered herself for re-appointment.

b. Pursuant to Sections.160, 196 and 197 of the Companies Act, 2013, it is proposed that Mr.Amit Kumar Singh be appointed as Executive Director for a period of 5 years. The Company has received a notice under Section 160 together with a deposit of requisite amount from a shareholder proposing the candidature of Mr.Amit Kumar Singh to the office of Director of the Company.

Key Managerial Personnel The company is taking steps to appoint Key Managerial Personnel as required under Section.203 of the Companies Act, 2013 Committees of the Board Currently, the Board has three committees: the audit committee, the nomination and remuneration committee and the stakeholders relationship committee. A detailed note on the composition of the Board and its committees is provided in the Corporate governance report section of this Annual Report. Declaration from Independent directors on Annual Basis The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act,2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Number of meetings of the board The Board met Five times during the financial year, the details of which are given in the Corporate governance report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

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Board Evaluation SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as:

• Board dynamics and relationships • Information flows • Decision-making • Relationship with stakeholders • Company performance and strategy • Tracking Board and committees’ effectiveness • Peer evaluation

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. Policy on directors’ appointment and remuneration and other details The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors’ report Disclosure as required under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Disclosure as required under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is given in Annexure - A to the Board Report. Information as per rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 There are no employees in the company whose remuneration is more than Rs.8.50 Lacs per month or Rs.102.00 Lacs per annum (or) any part thereof. The details of top 10 employees of the Company in terms of remuneration drawn during the year is given in Annexure – B to the Board Report. Code of conduct for the prevention of insider trading The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website. Internal Control System & Internal financial control and its adequacy The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. Your Company has established a robust system of internal controls to ensure that assets are safeguarded and transactions are appropriately authorized, recorded and reported. The Audit Committee of the Board addresses significant issues raised by both, the Internal Auditors and the Statutory Auditors. The Company believes that the overall internal control system is dynamic and reflects the current requirements at all times, hence ensuring that appropriate procedures and controls, in operating and monitoring practices are in place. Your Company is proactively identifying the areas for further improvement which shall remain an ongoing process.

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Significant and material orders There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future. Particulars of contracts or arrangements with related parties referred in Sub - Section (1) of Section 188 Details of transactions with related parties falling under the scope of Section 188(1) of the Act & Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 (Form No. AOC.2) is given in Annexure - C to the Board Report. Auditors In terms of third proviso to Section 139(2) of the Companies Act, 2013, every company, existing on or before the commencement of this Act which is required to comply with provisions of this sub-section, shall comply with the requirements of this sub-section within three years from the date of commencement of this Act. The existing Auditors M/s.Lakshmi Purna & Associates, Chartered Accountants, Hyderabad have completed a term of 3 years from the date of commencement of this Act. Your directors have identified and obtained consent from M/s.A S Naidu & Co, Chartered Accountants, Hyderabad to act as Statutory Auditors of the Company in place of retiring Auditors M/s. Lakshmi Purna & Associates, Chartered Accountants, Hyderabad. M/s.A S Naidu & Co, Chartered Accountants have consented to the said appointment, and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditor in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014. Secretarial Auditor Pursuant to the provisions of Section 204 of the Act and the rules framed there under, M/s. GMVDR & Associates, Company Secretaries were appointed as Secretarial Auditors of the Company and the Secretarial Audit Report issued by them for the financial year 2016-17 is made a part of this Report. Extract of the annual return of the Company As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure - D in the prescribed Form MGT-9, which forms part of this report. Qualifications in Auditors’ report and secretarial auditors’ report The auditors’ report does not contain any qualifications, reservations or adverse remarks. Replies to qualifications in Secretarial Audit Report are annexed to this report. Particulars of loans, guarantees or investments The particulars of loans, guarantees and investments have been disclosed in the financial statements Material changes and commitments if any affecting the financial position of the company There are no material changes and commitments affecting the financial position of the Company from the date of closure of financial year to the date of Board Report. Charges The Company has not availed loans from any Bank / Financial Institutions during the financial year under review. Fixed Deposits The Company has not accepted any fixed deposits during the year under review. As such no amount of principal or interest was outstanding on the date of the Balance Sheet. Unpaid / Unclaimed Dividend The company is in the process of transferring Dividend which is unclaimed for a period of 7 years to Investor Education & Protection Fund (IEPF).

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Vigil Mechanism Your Company has adopted a Whistle Blower Policy to report to the management about instances of unethical behaviors, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. Under the policy, the employees can approach Company’s Ethics Counselor/ Chairman of Audit Committee directly. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo: Additional information on conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed in terms of Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is given in Annexure - E and forms part of this report. Employee Relations During the year under review, the company has enjoyed cordial relationship with all section of employees. The company believes that the employees play a vital role in increasing the turnover and profitability of the company and the strength of the company lie in harnessing the manpower in achieving sustained long-term growth in all spheres. Acknowledgements Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your company wishes to place on record its appreciation of employees at all levels for their dedicated contribution towards growth of the company.


For Celestial Biolabs Limited Place: Hyderabad Dr. D C Sastri Dr A N Singh Date: 02.09.2017 Chairman Managing Director

DIN: 02682897 DIN: 01756827

14

ANNEXURE - A

DISCLOSURES AS REQUIRED UNDER RULE. 5 OF COMPANIES (APPOINTMENT AND

REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Sl No. Name of the Director/KMP & Designation Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year

Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year

1 Dr A N Singh, Managing Director, Executive & Non Independent

2.90 nil

2 Dr.Jeetainder Roy Gour, Independent & Non Executive

0.32 nil

3 Dr.D C Sastri, Independent & Non Executive

0.32 nil

4 Smt.Padma Singh, Non Independent & Non Executive

0.32 nil

(*)Non Executive Directors have been paid remuneration by way of sitting fees (**)Employed during part of the year

Percentage increase in the median remuneration of employees in the financial year

10

Number of permanent employees on the rolls of company

127

Explanation on the relationship between average increase in remuneration and company performance

Individual and collective performance is the key

Comparison of the remuneration of the Key Managerial Personnel against the performance of the company

No change

Variations in the market capitalization of

the company, price earnings ratio as at the

closing date of the current financial year

and previous financial year and

percentage increase over decrease in the

market quotations of the shares of the

company in comparison to the rate at

which the company came out with the last

public offer

Particulars March 31,

2017

March 31, 2016 % change

Market

Capitalization

(Rs.lakhs)

5849.86 4922.87 18.83%

Price Earnings

Ratio

17.50 23.56 -25.72%

Particulars March

31, 2017

IPO %

change

Market Price

(BSE)

26.15 Rs.60.00 -56.42%

Market Price

(NSE)

25.90 Rs.60.00 -56.83%

Average percentile increase already made

in the salaries of employees other than the

managerial personnel in the last financial

year and its comparison with the

percentile increase in the managerial

remuneration and justification thereof and

point out if there are any exceptional

circumstances for increase in the

managerial remuneration

There are no exceptions .increase in remunerations is as per policy decisions.

Comparison of the each remuneration of

the Key Managerial Personnel against the Key Managers were given an average increase of 10% and hence comparison among key Managerial personnel has not

15

performance of the company been in place.

Key parameters for any variable component of remuneration availed by the directors

No variable components in remuneration has been added

Ratio of the remuneration of the highest

paid director to that of the employees who

are not directors but receive remuneration

in excess of the highest paid director

during the year

Not Applicable

Affirmation The remuneration is as per the remuneration policy of the company

Details of employees who are drawing remuneration of Rs.60.00 Lakhs per annum (or) Rs.5.00 Lakhs per month (or) in

excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his

spouse and dependent children, not less than two percent of the equity shares of the company:

Name &

Designation

Remuneration Contract

or

regular

Qualification

&

Experience

Date of

joining

Age

(years)

% of

shares

held in

the

company

Whether

relative

to any

Director

or

Manager

Last

employment

NIL

16

Annexure B

S.No Name of the Employee

Designation Remuner

ation (In lacs)

Nature of Employment,

whether contractual or

otherwise

Qualifications & Experience

Date of commencement of employment

Age (in Yrs)

Last Employment held by such

employee before joining the company

Percentage of equity shares

held by the employee in the company

whether any such employee is a relative of

any director or manager of the company and if so,

name of such director or manager

1 DrA.N.Singh MD 1200000 Permanent B. Tech, MBA and Phd in Technology

management 19-11-2000 62 --

NA NA

2 Amit Kumar Singh AVP 2400000 Permanent M.COM 35 -- NA NA

3 MrR.Mathur GM(Sales & Marketing)

480000 Permanent MBA (Sales

&Marketing’s ) 25-11-2013 56 Bajaj

NA NA

4 G. Balakrishna Manager (R&D) 360000 Permanent P.HD(Biochemical

Engineering) 11/6/2012 36 --

NA NA

5 Dr Dharmendra Manager

(Marketing) 420000 Permanent Ph.D. Pharmacology 15-4-2013 48 --

NA NA

6 MrB.Hari HR 360000 Permanent MBA (HR) 26-5-2008 32 -- NA NA

7 MrC.Satish Manager (Finance)

480000 Permanent M.Com 15-7-2015 41 Siri

Technologies NA NA

8 Mr Arvind kumar Asst. Manager

(Sales &Finance) 420000 Permanent B.COM 16-08-2010 35 Naukri.com

NA NA

9 Mr Badri Singh Manager (Sales) 360000 Permanent MBA (Marketing’s) 21-7-2015 35 - NA NA

10 Mr Ashish Sharma Admin Executive 300000 Permanent MBA (Finance) 1/4/2015 27 - NA NA

17

ANNEXURE - C

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)

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis: NIL

2. Details of contracts or arrangements or transactions at Arm’s length basis: NIL

SL.

No. Particulars Details

a Name (s) of the related party & nature of relationship

----

b Nature of contracts/ arrangements/ transaction

----

c Duration of the contracts/ arrangements/ transaction

----

d Salient terms of the contracts or arrangements or transaction including the value, if any

----

e Date of approval by the Board ----

f Amount paid as advances, if any ----

18

ANNEXURE - D

FORM NO. MGT.9 EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31/03/2017 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS:

i CIN L72200TG1997PLC028374

ii Registration Date 19.11.1997

iii Name of the Company CELESTIAL BIOLABS LIMITED

Iv Category / Sub-Category of the Company

Company limited by shares / Non-Government Company

v Address of the Registered office and contact details

Plot No. 59, Road No. 12, TSIIC Tech Park, IDA Nacharam, Hyderabad – 500076, Telangana 040-64565544, 65552697

vi Whether listed company Yes / No

vii Name, Address and Contact details of Registrar and Transfer Agent, if any

Karvy Computershare Private Limited “Karvy Selenium Tower-B”, Plot No.31&32

Gachibowli, Financial District,

Nanakramguda, Serilingampally,

Hyderabad – 500 032 Tel: +91-40-67162222/33211000, Email Id : [email protected] www.karvycomputershare.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No. Name and Description of main products/

services

NIC Code of the Product/

service

% to total turnover of the

company

1 Herbal and feed supplement

formulations

3004 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

S. NO

NAME AND ADDRESS OF

THE COMPANY

CIN/GLN HOLDING/ SUBSIDIARY/ASSOCIATE

% of shares held

Applicable Section

1 Total Health

Kare

International

Private

Limited

U52310TG2015PTC099551.

Group Company

--- 2(6)



19

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year (As on 01.04.2016)

No. of Shares held at the end of the year (As on 31.03.2017)

% Change during the

year

Demat Physical Total % of Total

Shares


Shares

A. Promoters (1) Indian

a) Individual/ HUF 7202532 0 7202532 35.16 8427532 0 8427532 37.31 2.15

b) Central Govt 0 0 0 0 0 0 0 0 0

c) State Govt (s) 0 0 0 0 0 0 0 0 0

d) Bodies Corp. 0 0 0 0 0 0 0 0 0

e) Banks/FI 0 0 0 0 0 0 0 0 0

f) Any Other.. 0 0 0 0 0 0 0 0 0

Sub-total (A) (1):- 7202532 0 7202532 35.16 8427532 0 8427532 37.31 2.15

(2) Foreign

a) NRIs - Individuals 0 0 0 0 0 0 0 0 0

b) Other - Individuals 0 0 0 0 0 0 0 0 0

c) Bodies Corp. 0 0 0 0 0 0 0 0 0

d) Banks / FI 0 0 0 0 0 0 0 0 0

e) Any Other.... 0 0 0 0 0 0 0 0 0

Sub-total (A) (2):- 0 0 0 0 0 0 0 0 0

Total shareholding of Promoter (A) = (A)(1)+(A)( 2)

7202532 0 7202532 35.16 8427532 0 8427532 37.31 2.15

B. Public Shareholding 1. Institutions

a) Mutual Funds 0 0 0 0 0 0 0 0 0

b) Banks/FI 0 0 0 0 0 0 0 0 0

c) Central Govt 0 0 0 0 0 0 0 0 0

d) State Govt(s) 0 0 0 0 0 0 0 0 0

e) Venture Capital Funds

0 0 0 0 0 0 0 0 0

f)Insurance Companies

0 0 0 0 0 0 0 0 0

g) FIIs 0 0 0 0 0 0 0 0 0

h) Foreign Venture Capital Funds

0 0 0 0 0 0 0 0 0

i) Others (specify) 0 0 0 0 0 0 0 0 0

Sub-total (B)(1):- 0 0 0 0 0 0 0 0 0

2. Non-Institutions a) Bodies Corp.

i) Indian 2727816 0 2727816 13.32 3658408 0 3658408 16.20 2.88

ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individuals i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

5103304 57311 5160615 25.19 5277286 57311 5334597 23.62 -1.57

ii) Individual shareholders holding nominal share capital in excess of Rs 1

4221296 223900 4445196 21.70 3821838 223900 4045738 17.91 -3.74

20

Category of Shareholders No. of Shares held at the beginning of the year (As on 01.04.2016)

No. of Shares held at the end of the year (As on 31.03.2017)

% Change during the

year


Shares


Shares

lakh

c) Others (specify)

i) Clearing Members 33768 0 33768 0.16 61042 0 61042 0.27 0.12

ii) Non Resident Indians

916423 0 916423 4.47 1059033 0 1059033 4.69 0.16

Sub-total (B)(2):- 13002607 281211 13283818 64.84 13877607 281211 14158818 62.69 -2.15

Total Public Shareholding (B) = (B)(1) + (B)(2)

13002607 281211 13283818 64.84 13877607 281211 14158818 62.69 -2.15

C. Shares held by Custodian for GDRs & ADRs

0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 20205139 281211 20486350 100.00 22305139 281211 22586350 100.00 0

(ii) Shareholding of Promoters

SlN o. Shareholder's Name

Shareholding at the beginning of the year (As on 01.04.2016)

Share holding at the end of the year (As on 31.03.2017)

No. of Shares

% of total Shares of the

company

%of Shares Pledged/

encumbered to total shares

No. of Shares % of total Shares of the

company

%of Shares Pledged/

encumbered to total shares

% change in share holding

during the year

1 Dr.Aditya Narayan Singh

4593600 22.42 0 4893600 21.67 0 -0.75

2 Mrs.Padma Singh

948354 4.63 0 1573354 6.97 0 2.34

3 Mr.Nitin Kumar Singh

946328 4.62 0 1046328 4.63 0 0.01

4 Mr.Amit Kumar Singh

614250 3.00 0 764250 3.38 0 0.38

5 Mrs.Anita Singh

100000 0.49 0 150000 0.66 0 0.17

Total 7202532 35.16 0 8427532 37.31 0 2.15

(iii) Change in Promoters' Shareholding (please specify, if there is no change)

Sl. No.

Shareholding at the beginning of the year

Cumulative Shareholding during

the year

No. of shares % of total shares of

the

company

No. of shares

% of total shares of the

company

1. Dr.Aditya Narayan Singh

At the beginning of the year

4593600 22.42

21

Sl. No.



the year

Date wise Increase/ Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/ sweat equity etc):

30.11.2016 – 3,00,000 Preferential allotment of Equity shares (upon conversion of warrants)

-0.75 4893600 21.67

At the end of the year

4893600 21.67

2. Mrs.Padma Singh


948354 4.63



2.34 1573354 6.97


1573354 6.97

3. Mr.Amit Kumar Singh


614250 3.00

Date wise Increase/ Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g.

allotment/transfer/bonus/ sweat equity etc):


0.38 764250 3.38


764250 3.38

4. Mr.Nitin Kumar Singh


946328 4.62




0.01 1046328 4.63


1046328 4.63

5. Mrs.Anita Singh


100000 0.49


30.11.2016 – 50,000 Preferential allotment of Equity shares (upon conversion of warrants)

0.17 150000 0.66

22

Sl. No.



the year



150000 0.66

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. No.

For Each of the Top 10 Shareholders


Increase/Decrease in Shareholding during the year

Shareholding at the end of the year

No. of shares


company

No. of shares % of total shares of the

company

No.of shares

% of Total shares of the

Company

1 Lakshmi Distributors

represented by Mr Virendra Singh & Mr Gaurav Uplap

900000 4.39 200000 0.48 1100000 4.87

2 Deccan Enterprises

represented by Mr Virendra Singh & Mr Gaurav Uplap

811333 3.96 200000 0.52 1011333 4.48

3 Subramanian P 30490 0.15 852780 3.76 883270 3.91

4 Balaji Medicom

represented by Mr Gaurav Uplap & Mr Pankaj Kumar

216667 1.06 200000 0.78 416667 1.84

5 Ashok K Shah 319350 1.56 -34487 -0.30 284863 1.26

6 Rajiv Chesetty 212199 1.04 30630 0.04 242829 1.08

7 Mythili Venkataraman 147083 0.72 77917 0.28 225000 1.00

8 Rajalaxmi Mckenna 170102 0.83 54898 0.17 225000 1.00

9 Global Enterprises

represented by Mr Gaurav Uplap & Mr Pankaj Kumar Singh

25000 0.12 200000 0.88 225000 1.00

10 C R Vaidya 176794 0.86 29125 0.05 205919 0.91

*The shares of the Company are traded on a daily basis and hence the date wise increase / decrease in shareholding is not indicated. Shareholding is consolidated based on permanent account number (PAN) of the shareholder.

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No.



the year

No. of shares % of total shares of

the

company

No. of shares


company

1. Dr. Aditya Narayan Singh (Managing Director)


4593600 22.42



-0.75 4893600 21.67

23

Sl. No.



the year


4893600 21.67

2. Mrs.Padma Singh (Director)


948354 4.63



2.34 1573354 6.97


1573354 6.97

3. Dr D C Sastri (Director)

At the beginning of the year ---- ---- ----- -----

Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (eg: allotment / transfer / bonus / sweat equity etc)

---- ---- ----- -----

At the end of the year ---- ---- ----- -----

4. Dr.Jeetainder Roy Gour (Director)

At the beginning of the year ---- ---- ----- -----

Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (eg: allotment / transfer / bonus / sweat equity etc)

---- ---- ----- -----

At the end of the year ---- ---- ----- -----

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment in Crores

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

7.60 0.65 0.00 8.25

0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00

Total (i+ii+iii) 7.60 0.65 0.00 8.25

Change in Indebtedness during the financial year • Addition • Reduction

0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00

Net Change 0.00 0.00 0.00 0.00

Indebtedness at the end of the financial year i) Principal Amount

7.60 0.65 0.00 8.25

0.00 0.00 0.00 0.00

24

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

ii) Interest due but not paid iii) Interest accrued but not due

0.00 0.00 0.00 0.00

Total (i+ii+iii) 7.60 0.65 0.00 8.25

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Amount in Rs.)

Sl. no. Particulars of Remuneration Name of MD/WTD/ Manager

Total Amount

Dr A N Singh

Managing Director

1. Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

1200000

----

----

1200000

----

----

2. Stock Option ---- ----

3. Sweat Equity ---- ----

4. Commission

- as % of profit

- others, specify...

---- ----

5. Others, please specify ---- ----

Total (A) 1200000 1200000

Ceiling as per the Act 4200000 4200000

B. Remuneration to other directors: (Amount in Rs.)

Sl. no. Particulars of Remuneration Name of Directors Total Amount

Dr D C Sastri Dr Jeetainder Roy Gour

1 Independent Directors

• Fee for attending board committee meetings

• Commission

• Others, please specify

10000 10000 ---- 20000

Total (1) 10000 10000 ---- 20000

2 Other Non-Executive Directors

Mrs Padma Singh

• Fee for attending board committee meetings

• Commission

• Others, please specify

---- ---- 10000 10000

Total (2) ---- ---- 10000 10000

Total (B) = (1 + 2) 10000 10000 10000 30000

Total Managerial Remuneration 10000 10000 10000 30000

Overall Ceiling as per the Act Non executive Directors are entitled for a sitting fee upto a maximum of Rs.1,00,000/- per every meeting attended by them.

25

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD: NIL

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:NIL

Type Section of the Companies Act

Brief Description

Details of Penalty/ Punishment/

Compounding fees imposed

Authority [RD/NCLT/COU

RT]

Appeal made, if any (give Details)

A. COMPANY

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Compounding

26

ANNEXURE – E

(A) CONSERVATION OF ENERGY

i. the steps taken or impact on conservation

of energy;

Capacitor has been installed to control RF factor

to save the energy.

ii. the steps taken by the company for utilizing

alternate sources of energy;

NIL

iii. the capital investment on energy

conservation equipments;

NIL

(B) TECHNOLOGY ABSORPTION

i. the efforts made towards technology

absorption;

Combining modern bio informatics techniques

along with wet lab experiments

ii. the benefits derived like product

improvement, cost reduction, product

development or import substitution

Advance stage

iii. in case of imported technology (imported

during the last three years reckoned from

the beginning of the financial year)-

a) the details of technology imported;

b) the year of import;

c) whether the technology been fully

absorbed;

d) if not fully absorbed, areas where

absorption has not taken place, and

the reasons thereof; and

NIL

iv. the expenditure incurred on Research and

Development.

a) Capital b) Recurring c) Total d) Total R & D expenditure as a

percentage of total turnover

(Rs. In Lakhs) 2016-17 2015-16

0.00 0.00 59.71 55.05 59.71 55.05

1.54 1.68

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO (Rs.in lakhs)

Particulars 2016-17 2015-16

Expenditure in Foreign currency NIL NIL

Earning in Foreign Exchange NIL NIL

27

REPORT ON CORPORATE GOVERNANCE 1. Company philosophy on Corporate Governance Your Company’s philosophy on code of governance is conducting business in a fair and transparent manner, enhancing the value of the shareholders. The company subscribe fully to the principles and spirit of good corporate governance and embeds the principles of independence, integrity, accountability while maintain legal and ethical standards. It has always remained as a responsible Corporate Citizen which always strives to protect the interest of its share owners. Corporate Social responsibility Your company has also decided to distribute some medicines free of cost to poor villagers who cannot afford to buy the essential medicines. The company shall be distributing through AWAKE RESEARCH and SERVICE FOUNDATION an voluntary service organization that create awareness about health and water and energy conservation among the people. In accordance with Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the best practices followed internationally on corporate governance, the details of governance system and process are as follows: 2. Board of Directors

a. The Board of the Company comprises of four Directors. The Chairman is executive non independent director. Two directors are independent directors.

b. None of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than 5 Committees across all the companies in which he is a Director. Necessary disclosures regarding Committee positions in other public companies as on 31st March 2017 have been made by the Directors.

c. The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanships / Memberships held by them in other companies is given below.

Names of Director Category Board Meetings Held during the

Period of directorship

Board Meetings attended

Weather attended last AGM

Directorships held in other public limited

companies incorporated in India

Dr.A.N.Singh Chairman & Managing Director

Promoter Executive

5 5 YES Nil

Mrs. Padma Singh

Non Independent Non Executive

5 5 NO Nil

Dr Jeetainder Roy Gour

Independent Non Executive

5 5 YES Nil

Dr D C Sastri Independent Non Executive

5 5 YES Nil

Five Board Meetings were held during the year and the gap between two Meetings did not exceed 120 days. The dates on which the Board Meetings were held are as follows:

28th May, 2016; 12th August, 2016; 14th November, 2016; 30th November, 2016 and 14th February, 2017.

d. Disclosure of shareholding of Non-executive Directors

Names of the Directors Shares held on 31.03.2017

Mrs.Padma Singh 15,73,354

Dr.Jeetainder Roy Gaur Nil

Dr D C Sastri Nil

e. During the year, information as specified in Part A of Schedule II to Regulation 17(7) of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 has been placed before the Board for its consideration. The board periodically reviews compliance reports of all laws applicable to the company, prepared by the company as well as steps taken by the company to rectify instances of Non-compliance.

28

Code of Conduct The company has in place a code of conduct applicable to all employees of the company and the board members. All Board Members and Senior Management of the company have confirmed Compliance with the Code for the year ending March 31st 2017. Annual report contains the declaration to this effect signed by Dr. A.N.Singh, Managing Director of the Company.

3. Audit Committee: The Audit Committee of the Company is constituted in line with the provisions of Regulation 27(2) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013.

a. Brief description of terms of reference.

• Authority to investigate any matter pertaining to the items specified in section 177 of the Companies Act or referred to it by the Board

• Investigate any activity within its terms of reference

• Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible

• Reviewing with management the annual financial statements

• Reviewing with the management, external and internal auditors, and the adequacy of internal control systems.

• Reviewing the adequacy of internal audit function, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit

• Reviewing the Company's financial and risk management policies

• Periodic discussion with the auditors about internal control systems, scope of audit including the observations of the auditors and review the quarterly, half-yearly, and annual financial statements before submissions to the Board.

b. The present composition of the Audit Committee is as follows

Name & Designation Category No of meetings

Held attended

Dr Jeetainder Roy Gour, Chairman

Non Executive Independent 4 4

Dr D C Sastri Non Executive Independent 4 4

Dr A N Singh Executive and Non Independent 4 4

The Secretary of the Company acts as Secretary to the Audit Committee. The audit committee meetings are also attended by the Managing Director, Internal Auditors and Statutory Auditors of the Company.

c. Meetings of the Committee

The committee met 4 times during the financial year on 28th May, 2016; 12th August, 2016; 14th November, 2016 and 14th February 2017 there was no time gap of 120 days between any meetings. The necessary quorum was present at all meetings

4. Nomination and Remuneration Committee i) The Company has constituted a Nomination and Remuneration Committee of Directors.

ii) The broad terms of reference of the Nomination and Remuneration Committee are as under: a. Recommend to the board the set up and composition of the board and its committees.

including the “formulation of the criteria for determining qualifications, positive attributes and independence of a director”. The committee will consider periodically reviewing the composition of the board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.

b. Recommend to the board the appointment or reappointment of directors c. Devise a policy on board diversity d. Recommend to the board appointment of key managerial personnel (“KMP” as defined

by the Act) and executive team members of the Company (as defined by this committee).

e. Carry out evaluation of every director’s performance and support the board and independent directors in evaluation of the performance of the board, its committees

29

and individual directors. This shall include “formulation of criteria for evaluation of independent directors and the board”.

f. Recommend to the board the remuneration policy for directors, executive team or key managerial personnel as well as the rest of the employees.

g. On an annual basis, recommend to the board the remuneration payable to the directors and oversee the remuneration to executive team or key managerial personnel of the Company.

h. Oversee familiarization programmes for directors i. Performing such other duties and responsibilities as may be consistent with the

provisions of the committee charter

iii) The composition of the nomination and remuneration committee and the details of meetings attended by its members are given below


Held attended

Dr D C Sastri, Chairman


Dr Jeetainder Roy Gour,


Smt Padma Singh Non Executive and Non Independent

4 4

Iv) Meetings of the Committee

The committee met 4 times during the financial year on 28th May, 2016; 12th August, 2016; 14th November, 2016 and 14th February 2017.

v) Remuneration policy Remuneration of an individual professional is decided at the time of appointment based on his educational qualification, experience and job compatibility. Annual appraisal is done on scale point with different traits. Self appraisal of managerial personnel is also taken into account while finalizing the appraisal.

vi) Details of Remuneration for the year ended 31st March, 2017: a. Non-Executive Directors

Name Sitting Fees (Rs)

Dr .D C Sastri 10000

Dr.Jeetainder Roy Gour 10000

Smt Padma Singh 10000

b. Managing Director & Executive Directors

Name Salary, perquisites & Allowances

(in Rs)

Dr. A. N. Singh 1200000

5. Stakeholders Relationship Committee i) The Company has constituted a shareholders / investors grievance committee of directors to

look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend / notices / annual reports, etc. The nomenclature of the said committee was changed to stakeholders’ relationship committee in the light of provisions of the Act and SEBI (LODR) Regulations, 2015.

ii) Four meetings of the stakeholders’ relationship committee was held during the year iii) The composition of the Stakeholders’ Relationship Committee and the details of meetings

attended by its members are given below

30


Held attended

Dr D C Sastri, Chairman


Dr.Jeetainder Roy Gour,


Smt Padma Singh Non Executive and Non Independent

4 4

iv)Name, designation and address of Compliance Officer

Mr SatishCurumaddi Compliance Officer Celestial Biolabs Ltd Plot No. 59, Road # 12, TSIIC Tech Park IDA Nacharam, Hyderabad – 500 076 Tel: 040-65552697/64565544. Email id : [email protected]

V) Details of Complaints received:

hTThThe company’s Registrar & Transfer agents (R&T Agents) Karvy Computershare Private Limited, are adequately equipped to carry out activities connected with transfer of shares both in physical and demat form and redressal of shareholder’s/investor’s complaints. The company maintains continuous interaction with the said R&T agents and takes steps for resolving complaints/queries of the shareholder’s/investor’s and also take initiative and actions for resolving critical issues. Periodic remainders are sent to the shareholder for encashment of unclaimed refund order amount. The committee has been authorized to approve proposals from transfer of shares in order to expedite the transfer process as also for deletion/spitting/consolidation of share certificates. Valid transfer proposals are approved frequently and the transfer process is completed within the stipulated time period.

7. General body meetings i. General Meeting

a. Annual General Meeting: Location and time, where last three AGMs held.

Details of Meeting Venue Day Date Time

Annual General Meeting 2015-16

Hotel Chandra Grand

Friday 30.12.2016 11.00 A.M.


Registered Office

Saturday 28.11.2015 10.00 A.M


Registered Office

Saturday 15.11.2014 10.00 A.M

b. Extra-ordinary General Meeting: No extraordinary general meeting of the members was held during the year 2016-17

ii. Ii. Special Resolutions passed in the previous three AGMs:

Year Date Time Special Resolution Passed

2015-16 30.12.2016 11.00 A.M. 1. Enhancement of authorized capital from Rs.26.00 Crores to Rs.29.00 Crores

2. Amendment to the Memorandum of Association of the Company

3. Issue of 55,94,600 convertible warrants on preferential basis

Opening Balance

Received during the year

Resolved during the Year

Closing Balance

Nil 0 0 Nil

31

4. Demerger of Research & Development (R & D) Division of the company into a new company

5. Reappointment of Dr A N Singh as the Chairman & Managing Director

2014-15 28.11.2015 10.00 A.M. 1. Enhancement of authorized capital from Rs.20.00 Crores to Rs.26.00 Crores

2. Issue of 21,00,000 convertible warrants on Preferential basis

2013-14 15.11.2014 10.00 A.M. 1. Appointment of Dr. Jeetainder Roy Gour as Independent Director

2. Appointment of Dr. D C Sastri as Director & Independent Director

3. Enhancing the remuneration of Mr.Amit Singh 4. Approval for issue of 20,00,000 warrants on

preferential basis 5. Approval for further issue of securities U/s.62

iii. Details of special resolution passed through postal ballot, the persons who conducted the

postal ballot exercise and details of the voting pattern

During the year under review, no special resolution has been passed through the exercise of postal ballot.

None of the items to be transacted at the ensuing meeting is required to be passed by postal ballot.

8. Disclosures

a. The company has complied with the provisions of Companies Act, 2013 & other applicable provisions w.r.t related party transaction during the financial year.

b. Details of Non-compliance by the Company, penalties structures imposed on the Company stock exchange or SEBI or any statutory authorities or any matter related to capital markets during last three years- Nil

c. In the preparation of financial statements, the Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable.

d. The Company adopted the Code of Conduct for Directors and Senior Management. The code has been circulated it to all the members of the Board and Senior Management. The Board members and senior management have affirmed their compliance with the code.

e. A certificate from the Managing Director was placed before the Board under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

f. In compliance with the Securities & Exchange Board of India (Prevention of Insider Trading) Regulations, 2015, the Company has framed a Code of Conduct for prevention of insider trading by the company insiders.

g. A qualified practicing Company Secretary carried out secretarial audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The secretarial audit report confirms that the total issued/ paid-up capital is in agreement with the total number of shares in physical from and the total number of dematerialized shares held with NSDL and CDSL.

h. The Board in its report have confirmed that the financial accounts for the period ended 31st March 2017 have been prepared as per applicable accounting standards and policies and that sufficient care has been taken for maintaining adequate accounting records.

i. The Company has fulfilled the following non-mandatory requirements as prescribed in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

6. Means of communication The quarterly, half yearly and Annual results of the Company are normally published in Business Standard and Andhra Prabha and are also sent to The Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. A management Discussion and Analysis statement is a part of the Company’s Annual Report.

32

7. General Shareholder information i) Annual General Meeting

Date : 28th September, 2017 Time : 9.00 AM Venue : Federation House, 11-6-841, FTAPCCI Marg, Red Hills, Hyderabad – 500 004

ii) Financial Year ending : 31st March 2017 iii) Date of Book closure : 26th September, 2017 to 28th September, 2017 both days inclusive iv) Dividend Payment Date : Not Applicable v) Listing on Stock Exchanges : 1. Bombay Stock Exchange Limited, Floor, 25,

P.J.Towers, Dalal Street, Mumbai – 400 001 2. National Stock Exchange of India Limited, ExchangePlaza, BandraKurla Complex, Bandra (E), Mumbai – 400 051

The Company has not paid Listing Fees to BSE & NSE. vi) Stock Code / Symbol

Bombay Stock Exchange Ltd : 532871 / CELESTIAL National Stock Exchange Ltd : CELESTIAL

vii) Market Price Data: High, Low during each month in last financial year

Month

BSE NSE

High Low High Low

April 2016 26.60 23.20 26.80 22.05

May 2016 26.00 20.50 26.25 20.65

June 2016 27.50 19.50 27.45 20.50

July 2016 30.00 24.20 30.40 24.05

August 2016 26.00 23.15 25.90 23.15

September 2016 24.90 22.00 24.90 22.10

October 2016 30.35 22.50 30.60 22.45

November 2016 27.00 18.15 26.90 18.00

December 2016 22.80 18.80 22.85 18.20

January 2017 23.25 20.30 23.35 19.70

February 2017 26.85 20.20 26.40 20.50

March 2017 29.85 24.60 29.45 24.55

viii) Registrar and Transfer Agents

The company has appointed M/s. Karvy Computershare Private Limited as its Registrar & Share Transfer Agents. Shareholders are advised to approach M/s. Karvy Computershare Private Limited on the following address for any share and demat related queries and problems: Karvy Computershare Private Limited “Karvy Selenium Tower-B”, Plot No.31&32

Gachibowli, Financial District,

Nanakramguda, Serilingampally,

Hyderabad – 500 032 Tel: +91-40-67162222/33211000, Email Id: [email protected] Website: www.karvycomputershare.com

ix) Share Transfer System

All activities relating to transfer of shares both physical and demat form are handled by the company’s R & T Agents, Karvy Computershare Private Limited. Valid share transfer proposals are processed by them and approved by share transfer committee at least twice a month or more depending up on the transfer proposals. Shares of the Company are traded compulsorily on dematerialized form. Transfers are effected by sending certificates within the stipulated period of 30days from the date of receipt, if all the required information is completed in all respects.



33

x) Distribution of shareholding a. Distribution of shareholding as on 31st March, 2017:

DISTRIBUTION SCHEDULE AS ON 31/03/2017

S.No Category Cases % of Cases Amount % Amount

1 upto 1 - 5000 7863 76.07 13900790.00 6.15

2 5001 - 10000 1178 11.40 10193950.00 4.51

3 10001 - 20000 566 5.48 8980190.00 3.98

4 20001 - 30000 230 2.23 6027790.00 2.67

5 30001 - 40000 100 0.97 3655770.00 1.62

6 40001 - 50000 113 1.09 5420380.00 2.40

7 50001 - 100000 146 1.41 11132450.00 4.93

8 100001 & ABOVE 140 1.35 166552180.00 73.74

Total: 10336 100.00 225863500.00 100.00

b. Details of shareholding as on 31st March 2017:

Category No of shares

Percentage

Promoters 8427532 37.31

Non Resident Indians 1059033 4.64

Foreign Nationals 0 0

Clearing Members 61042 0.27

Bodies Corporate 3658408 16.37

Resident Individuals 9380335 41.41

Total 22586350 100.00

xi) Dematerialization of shares and liquidity

The Company has admitted its shares to the depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of shares. The International Securities Identification Number (ISIN) allotted to the Company is INE 221I01017. The equity shares of the Company are compulsorily traded in dematerialized form as mandated by SEBI.

Details as on 31/03/2017

Sl No Description Shares % Total Equity

1 Physical 281211 1.25

2 NSDL 6937134 (**) 30.71

3 CDSL 15368005 (***) 68.04

Total: 22586350 100.00

(**) - Out of the total 69,37,134 equity shares of Rs.10/- each, 2,25,000 equity shares of Rs.10/- each are yet to be credited to the DP account of the investor(s) maintained with NSDL, as the application for Trading approval in respect of such shares is yet to be made. (***) - Out of the total 1,53,68,005 equity shares of Rs.10/- each, 18,75,000 equity shares of Rs.10/- each are yet to be credited to the DP account of the investor(s) maintained with CDSL, as the application for Trading approval in respect of such shares is yet to be made.

xii) Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and

likely impact on equity– NIL

xiii) Address for correspondence

Registered Office Plot No. 59 Road # 12, TSIIC Tech Park IDA Nacharam, Hyderabad – 500 076 Tel: 040-64565544/65552697

Plant Location: Lalgadi Malakpet Village Shameerpet Mandal Ranga Reddy District Hyderabad.

34

CORPORATE GOVERNANCE REPORT To the Members of Celestial Biolabs Limited

a. We have examined the compliance of conditions of corporate governance by Celestial Biolabs Limited for the year ended 31st March 2017, as per the relevant provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as referred to in Regulation 15(2) of the Listing Regulations.

b. The compliance of conditions of corporate governance is the responsibility of the

management. Our examination was limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither audit not an expression of opinion of the financial statements of the Company.

c. In our opinion and to the best of our information and according to the explanations given to

us, we certify that the company has complied with the conditions of the corporate governance as stipulated in the above-mentioned Listing Agreement / Listing Regulations, as applicable.

d. We further state that such compliance is neither assurance as to the future viability of the

company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Lakshmi Purna & Associates Chartered Accountants

Ch.L.Purna Chandra Rao PROPRIETOR

Place: Hyderabad Membership No.221392 Date : 02.09.2017 Firm Registration No. 012323S

35

CEO Certification

The Board of Directors Celestial Biolabs Limited Plot No. 59, Road # 12, TSIIC TechPark IDA Nacharam, Hyderabad – 500 076 I, Dr A N Singh, Managing Director of Celestial Biolabs Limited, to the best of my knowledge and belief, certify that:

1. I have reviewed the Balance sheet and Profit and Loss account and all the schedules and notes on accounts, as well as cash Flow statements, and the directors’ report.

2. Based on my knowledge and information, these statements, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under such statements were made, not misleading with respect to the statements made.

3. Based on my knowledge and information, the financial statements, and other financial information included in this report, present in all material respects, a true and fair view of the company’s affairs, the financial condition, results of operations and cash flow of the company as of, and for, the periods presented in this report, and are in compliances with the existing accounting standards and / or applicable laws and regulations.

4. To the best of my knowledge and behalf, no transactions entered into by the company during the year are fraudulent, illegal or violative of the Company’s code of conduct.

5. I am responsible for establishing and maintaining disclosure controls and procedures and internal controls over financial reporting for the company’s, and I have: a) Designed such disclosure controls and procedures to ensure that materials information

relating to the Company, including its consolidated subsidiaries, is made known to us by other within those entities, particularly during the period in which this report is being prepared.

b) Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with Generally Accepted Accounting Principles (GAAP).

c) Evaluated the effectiveness of the company’s disclosure, controls and procedures. d) Disclosed in this report any change in the company’s internal control over financial reporting

that occurred during the Company’s most recent fiscal year that has material affected, or is reasonably likely to materially affected, the Company’s internal control over financial reporting.

6. I have disclosed based on our most recent evaluation, wherever applicable, to the Company’s auditors and the audit committee of the Company’s Board of Directors (and persons performing the equivalent functions). a) There were no deficiencies in the design or operation of internal controls that could adversely

affected the Company, ability to record, process, summarize and report financial data, and there have been no material weakness in internal controls over financial reporting including any corrective action with regard to deficiencies.

b) There were no significant changes in internal controls during the year covered by this report. All significant changes in accounting policies during the year, if any, and that the same have been disclosed in the notes to the financial statements.

c) There were no instances of fraud of which I am aware, that involve the Management of other employees who have a significant role in the Company’s internal control system.

7. In the event of any materially significant misstatements or omissions, I will return to the Company that part of any bonus or incentive or equity-based compensation, which was inflated on account of such errors.

8. I affirm that I have not denied any personnel, access to the audit committee of the Company (in respect of matters involving alleged misconduct) and I have provided protection to whistleblowers from unfair termination and other unfair or prejudicial employment practices.

9. I further declare that all Board members and senior managerial personnel have affirmed compliance with the code of conduct for the current year.

For and on behalf of the Board of Directors For Celestial Biolabs Limited

Place: Hyderabad Dr. A N Singh Date: 02.09.2017 (Managing Director)

DIN: 01756827

36

SECRETARIAL AUDIT REPORT To, The Members, Celestial Biolabs Limited Plot No. 59, Road No. 12, TSIIC Tech Park, IDA Nacharam Hyderabad – 500 076, Telangana We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Celestial Biolabs Limited (hereinafter referred as “the company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of Secretarial records. Wherever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc. Based on our verification of the company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the financial year ended on 31.03.2017 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31.03.2017, according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder; ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; iii. The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;

Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder. (Not Applicable as the Company has not made any Foreign Direct Investment, Overseas Direct Investment and not availed External Commercial Borrowings during the Audit Period)

iv. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

a) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011; c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

1992; d) The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009; e) The Securities and Exchange Board of India (Employee Stock Option Scheme and

Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 w.e.f. October 28, 2014; (Not applicable to the Company during the Audit Period)

f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the Audit Period)

g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,1993 regarding the Companies Act and dealing with client;

h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable as the Company has not delisted its equity shares from any Stock exchange during the Audit Period); and

i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not Applicable as the Company has not bought back any of its securities during the Audit Period);

(vi) Other laws applicable to the Company as per the representation made by the Management. (Refer Annexure – 1)

37

We have also examined compliance with the applicable clauses of the Secretarial Standards issued by the Institute of Company Secretaries of India

We have not examined compliance by the Company with applicable financial laws, like direct and indirect tax laws, since the same have been subject to review by statutory financial audit and other designated professionals. During the period under review and as per the explanations and clarifications given to us and their presentations made by the Management, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above except the following:

i. Non filing of returns and special resolutions passed in the Annual General Meeting of the Company held on 30.12.2016

ii. The Company had not appointed Key Managerial Personnel (i.e CFO & CS) as required under provisions of section 203(1) of the Companies Act, 2013 and hence not complied with the provisions of Section 203 of the Companies Act, 2013.

iii. The Company has not complied with the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012

iv. The Company has not yet made application to BSE & NSE for Trading Approval in respect 21,00,000 equity shares of Rs.10/- each

v. The Company has not complied with the Regulation 46 (2) (l) & (m) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015

We further report that:

a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

b) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

c) As per the minutes of the meetings recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded.

d) State Bank of India had initiated proceedings under Securitization and Reconstruction of Financial

Assets and Enforcement of Security Interest Act against the company and its Directors. We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period: i. The Company had allotted 21,00,000 Equity Shares of Rs.10/- each (upon conversion of 21,00,000

convertible warrants into 21,00,000 equity shares) on a preferential basis to promoters & non-promoters.

For GMVDR & Associates Company Secretaries

Place: Hyderabad (G.M.V.Dhanunjaya Rao) Date: 02.09.2017 Proprietor FCS # 9120 C.P # 5250

38

Annexure-1 to Secretarial Audit Report

List of applicable laws to the company:

➢ Pharmacy Act, 1948

➢ Drugs and Cosmetics Act, 1940 and Drugs and Cosmetics Rules, 1945;

➢ Food Safety And Standards Act, 2006

➢ The Indian Copyright Act, 1957

➢ The Patents Act, 1970

➢ The Trade Marks Act, 1999

***********

39

REPLIES TO QUALIFICATIONS IN SECRETARIAL AUDIT REPORT

Qualifications Reply by the Board Non filing of returns and special resolutions passed in the Annual General Meeting of the Company held on 30.12.2016

The Company has noted non-compliances and it takes adequate measures to comply with the compliances in future

The Company had not appointed Key Managerial Personnel (i.e CFO & CS) as required under provisions of section 203(1) of the Companies Act, 2013 and hence not complied with the provisions of Section 203 of the Companies Act, 2013.

The company is taking steps to appoint Key Managerial Personnel (i.e CFO & CS)

The Company has not complied with the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012


The Company has not yet made application to BSE & NSE for Trading Approval in respect 21,00,000 equity shares of Rs.10/- each


The Company has not complied with the Regulation 46 (2) (l) & (m) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015


40

MANAGEMENT DISCUSSION AND ANALYSIS

Industry structure and developments.

NUTRACEUTICAL (Herbal/Enzyme/Probiotic/DHA &EPA) MARKET SCENARIO IN INDIA

41

Biopharmaceutical space offers great potential. Celestial is pursuing research based formulations in

Herbal and Enzymes verticals. Enzyme covers different grade of feed/ food supplements that goes for

cattle/ poultry and fisheries consumption. Pharma grade material needs extensive R&D and clinical

validation

Bringing a biopharmaceutical products on table represents a very risky proposition as out of every ten

drugs that enter the clinical phases, only three manage to gain market approval. Opportunities and Threats.

Opportunities Threats/ challenges

Size of the Indian Herbal /Natural Introducing clinically validated therapeutic product

/Nutracutical product Market is Rs 90 billion. range, Celestial can make its presence in Indian

It is just 2.5 % of the global market. and overseas market.

The rising incidence of certain dietary Developing herbal /natural product to balance the

related metabolic disorders. human metabolism reducing the cholesterol and

Growing consumer health related awareness controlling obesity.

through social media Finding the means & ways to reach consumer

Tremendous potential available to capture directly through OTC route to meet their

the market of Rs 9000 crore in India. requirement at affordable price.

Differentiate the product line produced in

CGMP/WHO facility to capture at least 5 % of

Indian market.

Biovita granules is marketed in 7 states and in two states, this product is slated to be promoted by

brand building through paper advertisement. Mass scale brand building is planned to make this

product a house hold product. Anti arthritis product is gaining lot of prominence and mass is suffering

with this disease and we are making an effort to promote through govt hospitals and primary health

centeres. Cel digest, Gynocel and trem also shall be simultaneously promoted to have better market

penetration. 15-20% growth is being targeted in each product

42

Outlook

Out of total 15 products, 5 products that are clinically validated have given satisfying results. Ethical sales through doctors have given identity of the products where as product promotion of cadalmin GAE has given visibility. Biovia, a prominent herbal drink is being targeted to make an household product. School, colleges and software companies are being targeted to promote this biovita. Biovia apart from logical memories strengthen digestion and provides strength.. 10 states shall be covered through C& F and distributors network. Initially 5 states shall be covered for advertising and thus establishing brand position.

43

Risk Management and Compliance. All the Regulatory Norms are being followed and the necessary disclosures are being provided at regular interval Internal control systems and their adequacy. GST compliance software is installed to take care of smooth business and effective control. Discussion on financial performance with respect to operational performance. The revenue growth has been witnessed from 19.2% to 17.67% from the year 2015-16 to 2016-17

Further we are standardizing the raw material including active ingredients, packing material to

have better control on quality and . This will reduce the cost of inventory. The product

advertisement in the leading newspaper in Rajasthan, Gujarat and Uttar Pradesh is giving better

result and shall be implemented in other states of India. Further a separate seaweed portfolio of

products shall be added in order to increase the penetration in breadth and length

Material developments in Human Resources / Industrial Relations front, including number of people employed. Regular monitoring and Continuous effort is being made to increase the strength in research development, quality control and clinical validation. A concrete steps are being taken to reorganize research setup and product development A strong research with huge valuation shall emerge when the research is separated as a separate entity after taking due approval from shareholders and regulatory authorities. This will help in increasing the strength of both the entities in terms of shareholders values Disclaimer Some of the statements in the Management Discussion & Analysis, describing the Company’s

objective, projections, estimates and expectations may be “forward looking statement” within the

meaning of applicable laws and regulations. Actual results might differ substantially from those

expressed or implied. Important developments that could affect the Company’s operation including

changes in the industry structure, significant changes in the political and economic environment in

India, tax laws, import duties, litigation and labor relations

44

AUDIT REPORT To

The Members,

M/S. CELESTIAL BIOLABS LIMITED

Report on the Standalone Financial Statements We have audited the accompanying standalone financial statements of M/S. CELESTIAL BIOLABS

LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2017, the Statement of

Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant

accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section134(5) of the Companies

Act, 2013 (“the Act”) with respect to the preparation of these (standalone) financial statements that give a

true and fair view of the financial position, financial performance and cashflows of the Company in

accordance with the accounting principles generally accepted in India, including the Accounting Standards

specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This

responsibility also includes maintenance of adequate accounting records in accordance with the provisions

of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other

irregularities; selection and application of appropriate accounting policies; making judgments and estimates

that are reasonable and prudent; and design, implementation and maintenance of adequate internal

financial controls, that were operating effectively for ensuring the accuracy and completeness of the

accounting records, relevant the preparation and presentation of the financial statements that give a true and

fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters

which are required to be included in the audit report under the provisions of the Act and the Rules made

there under. We conducted our audit in accordance with the Standards on Auditing specified under Section143(10) of the

Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to

obtain reason able assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures

in the financial statements. The procedures selected depend on the auditor’s judgment, including the

assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers internal financial control relevant to the Company’s

preparation of the financial statements that give a true and fair view in order to design audit procedures that

are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the

Company has in place an adequate internal financial controls system over financial reporting and the

operating effectiveness of such controls. An audital so includes evaluating the appropriateness of the

accounting policies used and the reasonableness of the accounting estimates made by the Company’s

Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

45

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid standalone financial statements give the information required by the Act in the manner so

required and give a true and fair view in conformity with the accounting principles generally accepted in

India, of the state of affairs of the Company as at 31st March, 2017,and its profit and its cashflows for the

year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), as amended, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section143 (3) of the Act, were port that:

(a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper book so account as required by law have been kept by the company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cashflow Statement deal with by this Report are in agreement with the book so account.

(d) In our opinion, the aforesaid Standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule7 of the Companies (Accounts) Rules, 2014.

(e) (f)

On the basis of the written representations received from the directors as on 31st March, 2017

taken on record by the Board of Directors, none of the directors is disqualified as on 31st March,

2017 from being appointed as a director in terms of Section 164 (2) of the Act. With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

(g)

With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable

losses;




46

ANNEXURE TO THE AUDITORS' REPORT:

i a. The Company has maintained proper records showing full particulars including quantitative details and

situation of fixed assets.

b.

c.

A major portion of fixed assets have been physically verified by the management during the year at

reasonable intervals; no material discrepancies were noticed on such verification.

The title deeds of immovable properties held in the name of the company.

ii. a. The inventory has been physically verified by the management during the year at reasonable intervals.

b. In our opinion and according to the information and explanations given to us, the procedures of physical

verification of inventories followed by the management are reasonable and adequate in relation to the size

of the company and the nature of its business.

c. On the basis of our examination of the inventory records, in our opinion, the Company has to further

strengthen the inventory records. However, the discrepancies noticed on physical verification of inventory

as compared to book records were not material and have been properly dealt with the books of account.

iii. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in

the register maintained under Section 189 of the Companies Act.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal

control system commensurate with the size of the company and the nature of its business with regard to

purchase of inventory, fixed assets and sale of goods and services. During the course of our audit, no major

weakness has been noticed in internal control system.

v. The Company has not accepted any deposits within the meaning of Sections 73 to 76 or any other relevant

provisions of the Companies Act, 2013 and no order has been passed by Company Law Board or National

Company Law Tribunal or Reserve Bank of India or any court or any tribunal.

vi. We have broadly reviewed the books of account maintained by the company in respect of its activities pursuant

to the order made by the Central Government of India for the maintenance of cost records under sub-section (1)

of Section 148 of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed accounts and

records have been made and maintained. We have not, however, made a detailed examination of the same.

vii. a. According to the information and explanations given to us and the records of the Company examined by

us the company has been generally regular in depositing the undisputed statutory dues including

Provident Fund, Employees’ State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, duty of

customs, duty of excise, value added tax, cess any and other statutory dues as applicable with the

appropriate authorities and no undisputed amounts payable were outstanding as at 31st March, 2016 for a

period of more than six months from the date they became payable.

b. According to the information and explanations given to us and the records of the company examined by

us, there are no dues of Income Tax or Sales Tax or Service Tax or duty of customs or duty of excise or

value added tax or cess as at 31st March, 2016 which have not been deposited on account of a dispute.

c. According to the information and explanations given to us , there were no amounts which were required to

be transferred to the Investor Education and Protection Fund by the Company.

47

viii.

The Company neither has accumulated losses at the end of the financial year nor has incurred cash losses

during the financial year and in the immediately preceding financial year.

ix. According to the information and explanation given to us, we are of the opinion that the Company has defaulted

in repayment of dues to financial institutions, banks and there are no outstanding debentures.

x. According to the information and explanations given to us and records examined by us, the company has not

given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 3 (x) of

the Companies (Auditor's Report) Order, 2015 is not applicable.

xi. In our opinion and according to the information and explanations given to us, the term loans were applied for the

purpose for which they were obtained.




48

Balance sheet as at 31 March,2017 (Rs. In Lakhs)

Particulars Note

No As at 31st

March,2017

As at 31st

March,2016

EQUITY AND LIABILITIES

Shareholders' funds

a) Share capital 3 2258.63 2048.63

b) Reserves and surplus 4 7625.84 6957.27

Warrant Application Money Pending Allotment 5 0.00 545.17

9,884.47 9,551.07

Non- current liabilities

a) Long-term borrowings 6 825.00 825.00

b) Deferred tax liabilities (net) 7 10.41 -46.39

835.41 778.61

Current liabilities

a) Trade payables 8 42.38 68.57

b) Other current liabilities 9 14.69 55.11

c) Short-term provisions 10 77.70 45.74

134.77 169.42

TOTAL 10,854.65 10,499.10

ASSETS

Non- current assets

a) Fixed assets 11

i) Tangible assets 1,327.98 1,411.81

ii) In-Tangible assets 4,756.85 1,232.87

iii) Capital work - in - progress 2,955.81 2,955.81

b) Non Current Investments 12 30.10 30.10

9,070.74 5,630.59

Current assets

a) Inventories & Traded Goods 13 771.77 966.27

b) Trade receivables 14 825.49 1,195.01

c) Cash and cash equivalents 15 41.13 91.84

d) Short-term loans and advances 16 67.69 147.69

e) other Current Assets 17 77.83 2,467.70

1,783.91 4,868.51

49

TOTAL 10,854.65 10,499.10

Accounting policies 2

Notes on financial statements 3 to 35

For Lakshmi purna & Associates

For and on Behalf of the Board

Chartered Accountants

FRN: 012323S

Ch. L. Purna chandra Rao

Dr.A.N.Singh Dr. Jeetainder Roy Gour

Proprietor

Managing Director Director

M.NO.221392

DIN: 01756827 DIN: 02810147

Place: Hyderabad

Date: 30.05.2017

50

Profit and Loss Statement for the Year ended 31st March 2017

Amount in lakhs

Particulars Note No Year ended 31 March,2017 Year ended 31 March,2016

Revenue

Revenue from operations 18 3866.23 3,285.54

Other income 19 0.00 28.95

Total revenue 3314.49 2,745.07

Expenses

Cost of materials consumed 20 781.90 782.62

Purchase of Stock-in-Trade 21 1947.45 726.99

Changes in inventories of finished goods, work-in-

progress and Stock-in-Trade 22 44.04 374.75

Employee benefits expenses 23 108.05 104.05

Finance costs 24 1.81 128.85

Depreciation and amortisation expense 11 330.40 570.55

Other expenses 25 & 26 285.14 441.62

Total expenses 3498.79 3,129.43

Profit from Revenue Operations 367.44 185.06

Profit / (Loss) on Non-Revenue Operations 0.00 -

Profit for the year 367.44 185.06

Provision for Tax expense - Current Year 70.02 35.26

Deferred Tax Liability - Current Year 35.98 58.22

Profit for the year (III-IV) 333.41 208.01

Earnings per share of Rs.10 each

Basic EPS 1.48 1.02

Diluted EPS 1.48 0.92

Accounting policies 2

Notes on financial statements 3 to 34

For Lakshmi purna & Associates For and on Behalf of the Board

Chartered Accountants

FRN: 012323S

Ch. L. Purna chandra Rao

Dr. A N Singh Dr.Jeetainder Roy Gour

Proprietor


M.NO.221392

DIN: 02810147 DIN: 02810147

Place: Hyderabad

Date: 30th May,2017

51

Notes forming part of the financial statements

As at 31st

March,2017 As at 31st March,2016

Note 3: Share capital

Authorised

2,60,00,000 Equity Shares of Rs 10/- each

2,600.00

2,600.00

Issued, subscribed and fully paid up

2,25,86,350 Equity Share of Rs 10/- each 2,258.63 2,048.63

T O T A L 2,258.63 2,048.63

i)Terms / Rights attached to Equity shares

The company has only one class of shares having a par value of Rs.10/- per share fully paid up.

Each holder of equity shares is entitled to one vote per share and will rank parripassu with each

other in all aspects.

ii) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting

year .

Particulars

As at 31 March 2017 As at 31 March 2016

No of

shares

Amount

in Rs. No of shares

Amount

in Rs.

a) Equity

Shares outstanding at the beginning of the year 20486350 2048.63 18558350 1855.83

Shares issued during the year :

- Preferential Equity Shares face value @ 10/- per share 2100000 210.00 1928000 192.80

- Sweat Equity Shares face value @ 10/- per share

Shares bought back during the year

Shares outstanding at the end of the year 22586350 2258.63 20486350 2048.63

Name of Shareholder

As at 31 March 2017 As at 31 March 2016

No of

shares %

No of

shares %

Equity shares of Rs.10/- each fully paid

Mr Aditya Narayan Singh 4893600 21.67 4593600 24.75

Mrs Padma Singh 1573354 6.97 948354 5.11

Mr. Amit Kumar Singh 764250 3.38 614250 3.00

Mrs. Anita Singh 150000 0.66 100000 0.49

Mr Nitin Kumar Singh 1046328 4.63 946328 5.10

Note 4: Reserves and Surplus

i) Securities Premium Account

Opening balance 3975.19

3587.86

52

Add : Share Premium on shares issued during the year :

On issue of Preferential Equity Shares at a premium of per share

335.16

387.33

On issue of 2100000 Sweat Equity Shares at a premium of 15.96 per

share

Less : Utilised during the year for:

Closing balance 4310.35 3975.19

ii General Reserves

Opening balance

440.41

259.41

Additions

33.34

181.00

Deduction (towards difference in w.d.v on recomputation of

depreciation) 0.00

0.00

Closing balance

473.75

440.41

iii) Surplus in statement of Profit and Loss

Opening balance

2541.67

2378.11

Add: Profit for the year 300.07

163.56

Closing balance 2841.74

2,541.67

T O T A L

7625.84

6,957.27

Note 5 : Share Application Money pending Allotment

Share Warrant Funds pending for Allotment

0.00

545.17

0.00

545.17

Note 6: Long Term Borrowings

a) Secured Loans

i) Hire Purchase -

-

ii) SBI CC & Term Loan 760.00

760.00

b) Un Secured Loans

i) From DSIR 55.00

55.00

ii) From others 10.00

10.00

T O T A L

825.00

825.00

Note 7: Deferred Tax Liability

Liability

Net Block as per Books(Companies Act)

2562.08

2644.68

Net Block as per Income Tax

2528.40

2794.80

Timing Difference

33.68

-150.12

Deferred tax Liability – Cumulative

10.41

(46.39)

Less : Provided till last year

(46.39)

(11.83)

Liability for the year - (a)

(35.98)

(58.22)

Asset

53

Unabsorbed Depreciation & Business Loss

-

-

Deferred tax asset on above - (b)

Preliminary Expenses

-

-

Asset

-

-

Less: Asset recognized till previous year

-

-

Deferred tax asset on above - ( c )

-

-

Total Deferred Tax Asset (b) + ( c )

-

-

Net Liability / Asset for the year

(35.98)

(58.22)

Note 8: Trade Payables

Trade Payables for Goods & Services

42.38

68.57

T O T A L

42.38

68.57

Note 9: Other Current Liabilities

Interest on Term loan 10.00

10.00

Other Liabilities

0.00

43.15

Vat payable

4.62

1.32

TDS Payable

0.00

0.57

PF Payable

0.02

0.02

Professional Tax Payable

0.03

0.03

ESI Payable

0.02

0.02

T O T A L

14.69

55.11

Note 10: Short-Term Provisions

Salary Payable

7.68

10.48

Provision for current income tax

70.02

35.26

T O T A L

77.70

45.74

Note 12: Non-Current Investments

Total Health Kare International Pvt Ltd

30.10

30.10

T O T A L

30.10

30.10

Note 13: Inventories & Traded Goods

a) Raw Material

42.75

66.10

b) Packing Material

46.09

63.07

c) Enzymatic Feed Supplement

0.00

109.96

d) Finished Goods 492.07

54

515.82

e) Stores & spares

0.15

0.32

f) Works in Process

190.71

211.00

T O T A L

771.77

966.27

Note 14: Trade Receivables

(Unsecured, considered good)

period exceeding six months

0.00

0.00

period below six months

825.49

1195.01

T O T A L

825.49

1,195.01

Note 15: Cash and Cash Equivalents

Cash on hand

2.56

3.52

Balances with Banks:

In current accounts

38.57

88.32

In Deposit accounts

0.00

0.00

T O T A L

41.13

91.84

Note 16: Short-Term Loans and advances

(Unsecured, considered good)

Advances for supply of goods 64.36

144.36

Others Deposits

3.33

3.33

T O T A L

67.69

147.69

Note 17: Other Current Assets

a) Drug Development Expenses ( R & D )

2381.22

2,184.04

add: additions ( To the extent not written off)

1389.33

197.18

Total

3770.55

2,381.22

less: Written off

3770.55

-

Total (a)

0.00

2,381.22

b) Public Issue Expenses 86.48

96.09

less: Written off

8.65

9.61

Total (b) 77.83

86.48

Total (a+b)

77.83

2,467.70

55

NOTE - 11

Gross Block Depreciation NET BLOCK

Additions

Deductions

Total as

on Total

PARTICULARS As on During the During the

31.03.2017 Upto

During the

year Depreciation As on As on

01.04.2016 Year year

01.04.2016 (01-04-16 to as on 31.03.17 31.03.2016

31.03.17) 31.03.2017

A) TANGIBLE ASSETS

Buildings

1,441.33

-

-

1,441.33

98.33 65.40 163.73 1277.60 1,343.00

Electrical Equipment

59.87

-

-

59.87

46.67 3.42 50.09 9.78 13.20

Furniture & Fixtures

87.21

-

-

87.21

43.13 11.41 54.54 32.67 44.08

Vehicles

91.99

-

-

91.99

80.46 3.60

84.06 7.93 11.53

Office Equipment

26.51

-

-

26.51

26.51

-

26.51

- -

Computer tools &

accessories

1,009.13

-

-

1,009.13

1,009.13 -

1,009.13

- -

TOTAL

2,716.04

-

-

2,716.04

1,304.23 83.83 1388.06

1327.98 1,411.81

B) INTANGIBLE

ASSETS

3,859.39 3770.55

- 7629.94 2,626.52 246.57 2873.09 4756.85 1,232.87

TOTAL - TANGIBLE &

INTANGIBLE

6,575.43 3770.55

- 10345.98 3930.75 330.40 4261.15 6084.83 2,644.68

C) CAPITAL WORK IN PROGRESS 2,955.81 2,518.78

56

Notes forming part of the financial statements IN LAKHS

Year Ended

31.03.2017

Year Ended

31.03.2016

Note 18: Revenue from Operations

Sales - Traded Goods-Formulations

- Domestic 3,866.23 3,285.54

- Exports & Other Income - -

Total 3,866.23 3,285.54

Note 19: Other Income

a) Interest on Income Tax Refund 0.00 28.95

0.00 28.95

Note 20: Cost of Material Consumed

A) Raw Material

Opening Stock 66.10 87.21

Purchases 312.76 452.41

Less:Closing Stock 42.75 66.10

Total -A 336.11 473.52

B)Packing Material


Purchases 316.30 308.92

Less:closing Stock 46.09 63.07

Total -B 333.28 279.40

C) Stores & Consumables


Purchases 2.38 1.22


Total -C 2.55 1.12

D) Enzymatic Feed Supplement


Purchases 0.00 90.56


Total -D 109.96 28.58

Total A+B+C+D 781.90 782.62

Note 21:Purchase of Stock-in-Trade (Normal Feed Supplement) 1947.45 726.99

1947.45 726.99

Note 22: Increase/( Decrease) in Stocks

Closing Stock

Work in Process 190.71 211.00

Finished Goods 492.07 515.82

Total 682.78 726.82

Opening Stock

57

Work in Process 211.00 1,055.50

Finished Goods 515.82 46.07

Total 726.82 1,101.57

Increase/( Decrease) in Stocks (44.04) (374.75)

Note 23: Employee Benefit Expenses

Salaries and wages 105.08 100.32

Staff welfare 2.97 3.73

108.05 104.05

Note 24: Finance Costs

Interest on working capital 0.00 76.15

Interest on Term Loan 0.00 50.00

Interest on Hire Purchase Loans 0.00 -

Processing Fees 0.00 1.00

Bank Charges 0.16 0.05

Interest on DSIR Loan 1.65 1.65

1.81 128.85

Note 25: Other Expenses

Communications Postage & Telephone 1.31 14.07

Conversion Charges 82.37 73.72

Rent, Rates & Taxes 1.12 5.54

Office Maintenance 6.77 15.98

Freight Charges 0.00 -

Travelling & Conveyance 10.27 29.80

Printing & Stationary, Computer consumables 3.46 5.90

Electricity Charges 8.60 9.01

Insurance Charges 0.00 0.65

Legal Expenses 0.00 1.18

Professional Charges 7.57 23.19

Vehicle Maintenance 0.00 -

Books & Periodicals 0.40 1.54

Training & Recruitment Expenses 0.52 3.58

Repairs & Maintenance 1.92 11.03

W/o Expenses - Product Development& Public Issue Exp. 8.65 9.61

Advertisement Expenses 36.21 48.82

Selling expenses 50.53 109.55

Wastage - Expiry date goods 0.00 23.40

Provision for Bad debts 0.00 -

Other Expenses 0.00 -

386.57 386.57

Note 26:R&D Expenses -Drug development Expenses

Raw Material 27.41 24.56

Consumables 7.59 8.54

Salaries and Wages 17.59 16.50

Lab Expenses 7.12 5.45

Total 59.71 55.05

58

CELESTIAL BIOLABS LIMITED CASH FLOW STATEMENT

01.04.2016 01.04.2015

Particulars To to

31.03.2017 31.03.2016

A.Cash Flow From Operating Activities

Net Profit before Tax& Appropriations 367.44 185.06

Depreciation 330.40 570.55

Interest and Financial Charges Paid 1.81 118.85

Interest Earned 0.00 -

Differed tax 35.98 58.22

Provision for tax (70.02) (35.26)

Operating Profit Before Working Capital Charges 665.61 897.41

Adjustments for:

(Increase)/Decrease in Sundry Debtors 369.52 (294.85)

(Increase)/Decrease in Deposits, Loans & Advances 76.15 (69.11)

(Increase)/Decrease in Inventory 194.50 304.26

Increase/(Decrease) in Current Liabilities 34.65 (35.23)

Cash Generated from Operations 1340.43 802.48

Net Cash generated from Operating Activities (A) 1340.43 802.48

B.Cash Flow from Investing Activities:

Purchase of fixed assets 0.00 (89.17)

Capital work in progress 0.00 (844.68)

Investments 0.00 (30.10)

Interest earned 0.00 -

Product development expenses (1389.33) (197.18)

Net Cash generated from/(Used) Investing Activities (B) (1389.33) (1,161.13)

C.Cash Flow from Financial Activities

Net Cash generated from/(used) Financial Activities (c)

Increase/(Decrease) in Bank Borrowings 0.00 -

Increase (Decrease) in Hire purchase Loans 0.00 -

Issue of capital with premium 0.00 192.80

Increase/(Decrease) in unsecured loans 0.00 292.00

Interest and Financial Charges Paid (1.81) (118.85) (1.81) 365.95

Net Increase/(Decrease) in Cash and Cash Equalants (A+B+C) (50.71) 7.30

Cash and Cash equalants at the beginning of the year 91.84 84.54

Cash and Cash equalants (Closing Balance) 41.13 91.84 (50.71) 7.30

59

SIGNIFICANT ACCOUNTING POLICIES:

a) Basis for Preparation of accounts a. The accounts have been prepared with the historical cost convention under accrual basis of

accounting as per Indian GAAP. Accounts and Disclosures thereon comply with the Accounting Standards specified in Companies (Accounting Standard) Rules 2006 which continue to apply under section 133 of the Companies Act,2013 read with Rule 7 of the Companies (Accounts) Rules 2014, other pronouncement of ICAI, Provisions of the Companies Act and guidelines issued by SEBI as applicable

b. All Assets and Liabilities have been classified as current and non-current as per the Company’s normal operating cycle and other criteria set out in Schedule III to the Companies Act, 2013.

b) Use of Estimates a. Indian GAAP enjoins Management to make estimate and assumptions that affect reported

amount of assets, liabilities, revenue, expenses and contingent liabilities pertaining to years, the financial statement relate to. Actual result could differ from such estimates. Any revision in accounting estimates is recognized prospectively from current year and material revision, including its impact on financial statement, is reported in notes to accounts in the year of incorporation of revision.

c) Recognition of Income and Expenses: 1. Sales and Purchase are accounted for on the basis of passing of title to the goods. 2. All the other incomes have been accounted for on accrual basis except for those entailing

recognition on realization basis under AS 9 on the ground of uncertainty factor. 3. All Expenses are provided on accrual basis unless stated otherwise.

d) Fixed Assets: 1. Fixed Assets are stated at carrying amount i.e., cost less accumulated depreciation. 2. Depreciation on Fixed Assets has been provided on Written Down Value Method 3. For New Projects all direct expenses and direct overheads (excluding services provided by

employees in Company’s regular payroll) are capitalized.

e) Investments: Investment in Subsidiary (Total Health Kare International Pvt Ltd) are held for long term. No profit or

losses of subsidiaries are accounted for.

f) Research and Development Expenditure: Revenue Expenditure on research & development is expensed as incurred including contribution

towards scientific research expenses. Debtors not realized towards clinical data testing services are a

part of research services and has been added in the research and development expenditure to the

extent not written off and being written off every year @ 10%.

g) Inventories: Inventories are valued at the lower of cost or net realizable value. Basis of determination of cost

remains as follows: Raw Material, Packing Material, Stores & Spares : Moving Weighted Average

Basis

Work in Progress: Cost of inputs plus overhead upto the stage of completion

Finished Goods: Cost of inputs plus appropriate overhead.

h) Income Tax and Deferred tax : a. The Liability of Company on account of income tax is estimated considering the provisions of

the Income Tax Act, 1961.

b. Deferred Tax is recognized, subject to the consideration of prudence , on timing differences being the difference between the taxation income and accounting income that originate in one year and capable of reversal in one or more subsequent years.

60

i) Contingent Liabilities: a. Disputed liabilities and claims against the Company including claims raised by fiscal

authorities (Eg. Sales Tax, Income Tax etc) pending in appeal/court for which no reliable estimate can be made of the amount of the obligation or which are remotely poised for crystallization are not provided for in accounts but disclosed in notes to accounts.

b. However, present obligation as a result of past event with possibility of outflow of resources, when reliably estimate, is recognized in accounts.

j) Earning per Share: a. Basic Earning per share is calculated by dividing the net profit for the period attributable to

equity shareholders by the weighted average number of equity shares outstanding during the period.

b. For the purpose of calculating diluted earnings per share, the net profit for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

Notes to Accounts:

24. Segment Reporting:

Based on the guiding principles given in Accounting Standard on Segment Reporting (AS -17) issued by the

Institute of Chartered Accountants of India the company’s primary business segment is Formulations. During

the period your company has achieved a turnover of Rs 3866.23 lacs for Formulations & Feed Supplement.

25. Related Party disclosures:

SL No Name of Related Party Name of the Transaction Amount

1 Dr. A.N. Singh Remuneration 12.00

2 Padma Singh Sitting Fee 0.10

26. Auditors' Remuneration:

2016-2017 2015-2016

Rs. Rs.

Audit Fee 3,00,000 3,00,000

======== ========

27. Managerial Remuneration under Section 197 of the Companies Act, 2013 paid or payable to the

Directors:

Particulars 2016-2017

Rs.

2015-2016

Rs.

Remuneration 12,00,000 12,00,000

-------- --------

12,00,000 12,00,000

====== ======

28. Earnings/ (Loss) per Share:

Number of shares used in computing earnings per share:

Particulars As at 31st March 2017 As at 31st March 2016

Net Profit for the Year Rs 367.44 lakhs Rs 185.06 lakhs

Weighted Average No. of Shares

Outstanding during the year

Rs 225.86 lakhs Rs 204.86 lakhs

Basic & Diluted Earnings per share (Rs) 1.48 1.02

Normal value of Shares (Rs) 10/- 10/-

61

29) Paise have been rounded off to the nearest Rupee.

30) On applicability of revised Schedule II from current year, the Company has reclassified previous year

figures to conform to this year’s classification. The adoption of revised Schedule II does not impact recognition

and measurement principles followed for preparation of the financial statements. However, it significantly

impacts presentation and disclosures made in the financial statements, particularly presentation of Balance

Sheet.

31).Balance in respect of creditors, Various Advances, Sundry Debtors are subject to confirmation from the

respective parties.

33).As the company has not in the possession of information regarding dues to the Micro, Small and Medium

Enterprises, the same has not been furnished herewith.

34). Additional Information required under Part II of Schedule V to the Companies Act 2013.

a) Capacities and Production

Product Unit Installed capacity / Actual Production Not Applicable

Licensed Capacity Not Applicable


Dr.A N Singh Dr.Jeetainder Roy Gour


DIN:01756827 DIN: 02810147

62

CELESTIAL LABS LIMITED

Plot No.59, Road No 12, TSIIC,Tech Park, IDA Nacharam

Hyderabad - 500 076, T.S ., India

BALANCE SHEET ABSTRACT & COMPANY'S GENERAL BUSINESS PROFILE

I.REGISTRATION DETAILS

Registration Number

State code

Balance Sheet Date

0 1 - 2 8 3 7 4

0 1

3 1 0 3 2 0 1 7

II.CAPITAL RAISED DURING THE YEAR (ABOUT IN Rs. THOUSANDS)

Public Issue

Rights Issue

N I L

N I L

Bonus Issue

Private Placement

N I L

N I L

III.POSITION OF MOBILISATION & DEPLOYMENT OF FUNDS (AMOUNT IN Rs. THOUSANDS)

Total Liabilities

Total Assets

SOURCE OF FUNDS

1 0 8 5 4 6 5

1 0 8 5 4 6 5

Paid up Capital

Reserves & Surplus

2 2 5 8 6 3

7 6 2 5 8 4

Secured Loans

Unsecured Loans

7 6 0 0 0

6 5 0 0

APPLICATION OF

FUNDS

Net Fixed Assets

Investments

6 0 8 4 8 3

3 0 1 0

Net Currents

Misc.Expenditure

1 7 0 6 0 8

7 7 8 3

Accumulated Losses

Deferred Revenue Expenditure

N I L

N I L

63

IV PERFORMANCE OF THE COMPANY (AMOUNT IN Rs.THOUSANDS)

Turnover

Total Expenditure

3 8 6 6 2 3

3 4 9 8 7 9

Profit Before Tax

Profit After Tax

3 6 7 4 4

3 3 3 4 1

Earnings per share

Dividend Rate

1 . 4 8

N I L

64

FORM FOR REGISTRATION OF EMAIL ADDRESS FOR RECEIVING DOCUMENTS /

NOTICES BY ELECTRONIC MODE

To Plot # 59, Road No.12,

TSIIC Tech Park, IDA Nacharam,

Hyderabad-500 076, Telangana, India

I agree to receive all documents / notices including the Annual Report from the Company in electronic mode. Please register my email address given below in your records for sending communication through email. Name of Sole / First Holder : _________________________________________ DP ID / Client ID / Regd. Folio No. : _________________________________________ PAN No. : _________________________________________ E-mail Address : _________________________________________

Date: Place: (Signature of Member)

65

CELESTIAL BIOLABS Limited

Regd.Off: Plot #59, Road No.12, TSIIC Tech Park, IDA Nacharam, Hyderabad-500 076, Telangana,

India.

FORM No. MGT-11

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN No.: L72200TG1997PLC028374 Registered Folio No./Client ID

Name of the company:

CELESTIAL BIOLABS LIMITED

Registered Office:

Plot # 59, Road # 12, TSIIC Tech Park, IDA Nacharam, Hyderabad – 500076

Name of the member(s): …………………………………………………………………………………. Registered address: E-mail Id: Folio No./Client Id: ……………………………………………………………………………….….. DP ID: …………………………………………………………………………………….. I/We, being the member(s) of shares of the above named company, hereby appoint

1. Name: ……………………………………………………………………………………..

Address: …………………………………………………………………………………….

E-mail Id: …………………………………………………………………………………….

Signature: ………………………………………………………………… or failing him/her

2. Name: ……………………………………………………………………………………

Address: ……………………………………………………………………………………

E-mail Id: ……………………………………………………………………………………

Signature: ………………………………………………………………… or failing him/her 3. Name/Nature Address …………………………………………………………………………………………. Email ID …………………………………………………………………………………………. Signature ………………………………………………………………………………………….

as my proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting

of the Company, to be held on, DAY, DATE of MONTH YEAR at TIME at the Registered Office of the

Company, situated at -------------------------------------------------------------- and at any adjournment thereof in

respect of such resolutions as are indicated below:

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Resolution No.

1. Adoption of Audited Financial Statements for the financial year 2016-17, Reports of Board of Directors & Auditors.

2. Appointment of Director in place of Smt.Padma Singh who retires by rotation, and who offers herself for reappointment,

3. Appointment of M/s.A S Naidu & Co, Chartered Accountants, Statutory Auditors for a period 5 years from conclusion of 19th Annual General Meeting until conclusion of 24th Annual General Meeting

4. Appointment of Mr.Amit Kumar Singh as Executive Director of the Company Signed this……………… day of………… 2017

Affix

15 paise Revenue

Stamp

Signature of shareholder……………………………

Signature of Proxy holder(s)…………………………….

Note: This form of proxy in order to be effective should be duly completed and deposited at the

Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

CELESTIAL BIOLABS Limited

Regd.Off: Plot #59, Road No.12, TSIIC Tech Park, IDA Nacharam, Hyderabad-500 076, Telangana, India

ATTENDANCE SLIP

Registered Folio No. /DP ID*/ Client ID*

Number of equity shares held

Name of the Member/Proxy

I/We hereby accord my/our presence at the as my proxy to attend and vote (on a poll) for me/us and on

my/our behalf at the Annual General Meeting of the Company, to be held on, Thursday the 28th day of

September 2017 at 9.00 am at Federation House, 11-6-841, FTAPCCI Marg, Red Hills, Hyderabad –

500 004

Signature of the Member/Proxy attending the Meeting

Note: Please fill up this attendance slip and hand it over at the entrance of the meeting hall. Members

are requested to bring their copies of the Annual Report to the meeting *applicable for members holding shares in Dematmo

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FORM NO. MGT-12

Polling Paper

[Pursuant to section 109(5) of the Companies Act, 2013 and Rule 21(1)(c) of the Companies (Management and Administration) Rules, 2014]

CELESTIAL BIO-LABS LIMITED

(CIN:L72200TG1997PLC028374)

Registered Office: Plot No. 59, Road No.12, TSIIC Tech Park, IDA Nacharam, Hyderabad – 500 076.

Phone: + 91 40 64565544, 65552697 Website: www.celestialbiolabs.com Email Id: [email protected]

19th Annual General Meeting of the Company held on Thursday, 28th September, 2017 at 9.00 AM at Federation House, 11-6-841, FTAPCCI Marg, Red Hills, Hyderabad – 500 004

Sr. No.

Particulars Details

1. Name of the First Named Shareholder (In block letters)

2. Postal address

3. Registered folio No. / *Client ID No. (*Applicable to investors holding shares in dematerialized form)

4. Class of Share Equity

5. Number of Shares

I hereby exercise my vote in respect of Ordinary/ Special resolution enumerated below by recording my assent or dissent (by placing the tick (√) mark at the appropriate box) to the said resolution in the following manner:

Sr. No.

Item No. of shares held by me as on the cutoff date (i.e 21.09.2017)

I assent to the resolution (Favour)

I dissent from the resolution (Against)

1. Adoption of Audited Financial Statements for the financial year 2016-17, Reports of Board of Directors & Auditors

2. Appointment of Director in place of Smt.Padma Singh who retires by rotation, and who offers herself for reappointment

3. Appointment of M/s.A S Naidu & Co, Chartered Accountants, Statutory Auditors for a period 5 years from conclusion of 19th Annual General Meeting until conclusion of 24th Annual General Meeting

4 Appointment of Mr.Amit Kumar Singh as Executive Director of the Company

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies

(Management and Administration) Rules, 2014, Celestial Bio-Labs Limited (“the Company”) is offering e-voting facility

to its members in respect of the businesses to be transacted at the 19th Annual General Meeting scheduled to be held

on Thursday, September 28, 2017 at 9.00 a.m.

The Company has engaged the services of Karvy Computershare Private Limited (“KCPL” or “Karvy”) as the

Authorised Agency to provide e-voting facilities. The e-voting particulars are set out below:

EVEN (E-Voting Event Number) User ID Password/PIN

The e-voting facility will be available during the following voting period:

• Commencement of e-voting : From 10.00 a.m. (IST) on September 25, 2017

• End of e-voting : Up to 5.00 p.m. (IST) on September 27, 2017

The cut-off date (i.e. the record date) for the purpose of e-voting is September 21, 2017.

Place: –––––––––––––––––––––––––

Date: (Signature of the shareholder)

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PROCEDURE AND INSTRUCTIONS FOR e-VOTING: I. Remote e-voting: In compliance with the provisions of Section 108 of the Companies Act, 2013, read

with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and the provisions of Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by Karvy Computershare Private Limited (Karvy) on all resolutions set forth in this Notice, from a place other than the venue of the Meeting (Remote e-voting).

(A) In case a Member receives an email from Karvy [for Members whose email IDs are registered with the Company/Depository Participants (s)]:

i. Launch internet browser by typing the URL: https://evoting.karvy.com ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be

EVEN (E-Voting Event Number) xxxx followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with Karvy for e-voting, you can use your existing User ID and password for casting your vote.

iii. After entering these details appropriately, click on “LOGIN”. iv. You will now reach password change Menu wherein you are required to mandatorily change your

password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

v. You need to login again with the new credentials. vi. On successful login, the system will prompt you to select the “EVENT” i.e., ‘Name of the Company” vii. On the voting page, enter the number of shares (which represents the number of votes) as on the

Cut-off Date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/demat accounts.

ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.

x. You may then cast your vote by selecting an appropriate option and click on “Submit”. xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you

have voted on the resolution (s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).

xii. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer at email : [email protected] with a copy marked to [email protected]. The scanned image of the above mentioned documents should be in the naming format “Corporate Name_Event No.”

(B) In case of Members receiving physical copy of Notice [for Members whose email IDs are not registered with the Company/Depository Participants (s)]:

i. E-Voting Event Number – XXXX (EVEN), User ID and Password is provided in the Attendance Slip.

ii. Please follow all steps from Sl. No. (i) to (xii) above to cast your vote by electronic means.

https://evoting.karvy.com/


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II. Voting at AGM: The Members, who have not cast their vote through Remote e-voting can exercise their voting rights at the AGM. The Company will make necessary arrangements in this regard at the AGM Venue. The facility for voting through Physical Ballot shall be made available at the Meeting. Members who have already cast their votes by Remote e-voting are eligible to attend the Meeting; however those Members are not entitled to cast their vote again in the Meeting.

A Member can opt for only single mode of voting i.e. through Remote e-voting or voting at the

AGM. If a Member casts votes by both modes then voting done through Remote e-voting shall prevail and vote at the AGM shall be treated as invalid.

OTHER INSTRUCTIONS

a. In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of https://evoting.karvy.com (Karvy Website) or contact Mr. B. Venkata Kishore (Unit: COMPANY NAME) of Karvy Computershare Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032 or at [email protected] or phone no. 040–6716 1500 or call Karvy’s toll free No. 1-800-34-54-001 for any further clarifications.

b. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

c. In case a person has become a Member of the Company after dispatch of AGM Notice but on or before the cut-off date for E-voting i.e., 21st September, 2017, he/she may obtain the User ID and Password in the manner as mentioned below :

i. If the mobile number of the member is registered against Folio No./ DP ID Client ID, the member may send SMS:

MYEPWD <space> E-Voting Event Number + Folio No. or DP ID Client ID to 9212993399

Example for NSDL:

MYEPWD <SPACE> IN30039412345678 (DP-ID + CL-ID)

Example for CDSL:

MYEPWD <SPACE> 1202300012345678 (16 DIGITS NUMERIC)

Example for Physical:

MYEPWD <SPACE> XXXX1234567890 (EVEN NO. + FOLIO NO.)

ii. If e-mail address or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.karvy.com, the member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate a password.

iii. Member may call Karvy’s toll free number 1800-3454-001.

Member may send an e-mail request to [email protected]. However, Karvy shall Endeavour to send

User ID and Password to those new Members whose mail ids are available.


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