CONTENTSMr.Amit Kumar Singh (DIN: 01824426) - Whole time Director & Executive Dr.D.C. Sastry (DIN: 02682897) - Independent & Non Executive ... supply chain can be improved in order

0

1

CONTENTS

Particulars

Page No

Corporate Information 2

Chairman's Address 3

Notice 5

Director's Report 16

Annexure to Director Report 21

Report on Corporate Governance 35

Corporate Governance Report - Auditor Certificate 42

CEO Certification 43

Management Discussion and Analysis 47

Auditor's Report 53

Financial - Balance Sheet, Profit and Loss Account 59

Cash Flow Statement 61

Significant Accounting Policies & Notes on Accounts 70

2

CORPORATE INFORMATION

BOARD OF DIRECTORS

Dr. A N Singh (DIN: 01756827) - Managing Director, Executive & Non Independent Mr.Amit Kumar Singh (DIN: 01824426) - Whole time Director & Executive Dr.D.C. Sastry (DIN: 02682897) - Independent & Non Executive Smt.Padma Singh (DIN: 01448915) - Non Independent & Non Executive

STATUTORY AUDITORS

M/s. B V Swami & Co., Chartered Accountants, Hyderabad - 500 082 (upto the ensuing AGM)

INTERNAL AUDITORS

M/s. Lakshmi Purna & Associates

SECRETARIAL AUDITORS

M/s.GMVDR & Associates, Company Secretaries, Hyderabad – 500 020

BANKERS

State Bank of India, Nacharam Branch, Hyderabad ICICI Bank, Jubliee Hills Branch, Hyderabad HDFC Bank Nacharam, 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 29888003 / 29888004

Email: [email protected]

Website:www.celestialbiolabs.com

CIN- L72200TG1997PLC028374

3

CHAIRMAN’S ADDRESS

Dear Members We have range of single and multiple herbal and sea based formulations. Clinically validated products provide the details of safety and efficacy. These clinically validated products install sufficient confidence among consumers as they get appropriate value for their money. Celestial plans to have at least 25 clinically validated multiple herbal formulations that can get certification from CCRAS, Ministry of Ayush.

Biophrama scenario and our products

Anti diabetes formulations derived from sea weed extract is clinically tested and patented

products. This product is making penetration in Indian market .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 GAE, Our effort

is continuing to establish OTC market for all our products. We shall spread our domestic

marketing in another 12 states during the next year

Biopharmaceutical in India and rest of the world has made significant improvement. 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 distributors and stockiest at different places. We are also introducing incentive scheme to stockist 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, an integrated facility clubbed with R&D and 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 at SEZ,

Biotech park. This will provide us an opportunity to market our products in Domestic and overseas

market.

Initiative

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.

Effective 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

4

Research initiatives and collaborative effort

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

optimization effort to reduce the cost..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 and Universities and 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. Lalita college of pharmacy having extremely good animal house and accredited testing

facility have been identified as one of the clinical research partner to conduct animal testing for our

Ayush approved products.

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 avery concessional rate

to under privileged and handicap people who cannot 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. Developing raw material

through contract farming by involving farmers shall be our continuous effort so that farmers can be

benefitted.

Acknowledgment

We always appreciate and acknowledge the valuable input and advice 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 A N Singh

5

NOTICE

Notice is hereby given that the Twentieth Annual General Meeting of the members of CELESTIAL BIOLABS LIMITED will be held on Saturday the 29th day of September, 2018 at 10.00 a.m. at the Registered Office of the Company situated at Plot No.59, Road No.12, TSIIC Tech Park, IDA, Nacharam, Hyderabad – 500 076 to transact the following business:

Ordinary Business: 1. To receive, consider and adopt the audited Balance Sheet as on 31st March, 2018, 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 Mr.Amit Kumar Singh (DIN:01824426) who retires by rotation, and being eligible offers himself for reappointment.

Special Business

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(8) and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time or any other law for the time being in force (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), the appointment of M/s. B V Swami & Co, Chartered Accountants, (Firm Regn. No.009151S), Hyderabad as Statutory Auditors of the Company in the casual vacancy caused by the resignation of M/s.Kulasekhar & Co., Chartered Accountants, Hyderabad be and is hereby confirmed and ratified. FURTHER RESOLVED THAT M/s. B V Swami & Co, Chartered Accountants, Hyderabad shall hold the office of the Statutory Auditors of the Company for a period 5 years from the conclusion of 20

th Annual General Meeting until the conclusion of the 25

th Annual General Meeting at such

remuneration as may be decided by the Board of Directors from time to time.”

4. To consider, and if thought fit, to pass, with or without modifications, the following resolution as Special Resolution:

“RESOLVED THAT pursuant to Section 62 (1) (C) & Section 42 and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus & Allotment of Securities) Rules, 2014 and enabling provisions of the Memorandum and Articles of Association of the Company and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and subject to any other regulations/rules/guidelines issued by the Securities and Exchange Board of India (SEBI), and subject to such approvals, consents, permissions and sanctions of all other appropriate and / or concerned authorities and departments, if any, and subject to such conditions and modifications as may be prescribed by any of them in granting such approvals, consents, permissions and sanctions which may be agreed to by the Board of Directors of the Company (hereinafter referred to as “Board” which term shall be deemed to include any Committee constituted / to be constituted by the Board to exercise its powers conferred by this Resolution), which the Board be and is hereby authorized to accept, if it thinks fit in the interest of the Company, the consent of the Company be and is hereby accorded to the Board to offer, issue, allot and deliver 1,75,99,162 (One Crore Seventy Five Lacs Ninety Nine Thousand One Hundred Sixty Two Only) convertible warrants on preferential basis in one or more trenches, convertible into 1,75,99,162 (One Crore Seventy Five Lacs Ninety Nine Thousand One Hundred Sixty Two Only) equity shares (one Equity Share for one warrant issued) of the Company of the face value of Rs.10/- each to the following categories of persons for cash which shall upon conversion rank pari-passu with the existing equity shares of the Company, in such form and manner and upon such terms and conditions as may be determined by the Board in accordance with SEBI (ICDR) Regulation, 2009 or other provisions of the law as may be prevailing at the time; provided that the minimum price of the warrants so issued shall not be less

6

than the price arrived at in accordance with provisions of Chapter VII of SEBI (ICDR) Regulations, 2009.

Sl.No Name of the proposed Allottee

No. of Warrants to be allotted

1 Promoters:

I. Dr. Aditya Narayan Singh 37,24,372

II. Padma Singh 9,35,593

III. Amit Kumar Singh 25,31,233

IV. Nitin Kumar Singh 10,18,653

V. Anita Singh 3,89,311

2 Non Promoters:

I. Sachin Jugalkishore Chandak 1,00,000

II. Shrinivas Shantaram Jawale 2,00,000

III. Nilesh Mohanbhai Patel 1,00,000

IV. Balaji Medicom 13,02,154

V. Deccan Enterprises 14,78,259

VI. Lakshmi Distributors 16,78,576

VII. Global Enterprises 15,26,214

VIII. Deccan Packaging 12,14,227

IX. Southern Pharmaceuticals 13,00,570

X. Manjula Eknath Bhoir 1,00,000 Total 1,75,99,162

"RESOLVED FURTHER THAT pursuant to Section 42 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors be and is hereby authorized to issue “Letter of Offer” for offering 1,75,99,162 (One Crore Seventy Five Lacs Ninety Nine Thousand One Hundred Sixty Two Only) convertible warrants on preferential basis in one or more trenches, convertible into 1,75,99,162 (One Crore Seventy Five Lacs Ninety Nine Thousand One Hundred Sixty Two Only) equity shares (one Equity Share for one warrant issued) of the Company of the face value of Rs.10/- each of the company at a price, which shall not be less than the price arrived at in accordance with provisions of Chapter VII of SEBI (ICDR) Regulations, 2009, and that Dr A N Singh, Managing Director be and is hereby authorized to sign the same on behalf of the company and to circulate the same to the identified persons. RESOLVED FURTHER THAT the „Relevant Date‟ for the purpose of determining the issue price of warrants, in pursuance of SEBI (ICDR) Regulation, 2009, shall be 30 days prior to the date of the General Meeting at which the approval of the shareholders in terms of Section 62(1)(C) & section 42 of the Companies Act, 2013 is obtained.

RESOLVED FURTHER THAT a) each warrant be convertible into one equity share can be exercised at any time within a

period of 18 months from the date of issue of such Warrants and on such other terms and conditions, subject to SEBI (ICDR) Regulation, 2009, as may be applicable, from time to time.

b) In accordance with Chapter VII of SEBI (ICDR) Regulations, 2009, 25% of the consideration payable for the warrants (and the equity shares into which they are converted), shall be paid by the proposed allotters to the Company upon issue and allotment of the warrants

c) The amount paid on issue of warrants shall be forfeited if the warrants are not exercised within a period of 18 months from the date of issue of warrants.

d) Equity Shares to be issued and allotted by the Company on exercising of the option against the warrants shall rank pari passu in all respects with the then existing fully paid-up Equity Shares of the Company.

RESOLVED FURTHER THAT the Board be and are hereby authorized to do all such acts, deeds

and things as may be necessary to give effect to this resolution and accept any alteration(s) or

amendment(s) or corrections as they may deem fit and appropriate and give such

directions/instructions as may be necessary to settle any questions, difficulties or doubts that may

arise in regard to the offer, issue or allotment of the said securities and with a power to change

7

the number of warrants hereby created, issued and offered to the person (s) referred above and

within the limit mentioned above and also to seek listing of such securities at the Stock

Exchanges where the existing securities are listed.”

5. To consider and if thought fit, to pass with or without modification, the following resolution as an Special Resolution

“RESOLVED THAT pursuant to Sections.13 & 61 and other applicable provisions, if any, of the Companies Act, 2013 the consent of the members be and is hereby accorded for increasing the Authorized Capital of the Company from Rs.29,00,00,000/- (Rupees Twenty Nine Crores only) divided into 2,90,00,000 (Two Crores Ninety Lacs Only) Equity Shares of Rs.10/- (Rupees Ten Only) to Rs.41,00,00,000/- (Rupees Forty One Crores only) divided into 4,10,00,000 (Four Crores Ten Lacs Only) Equity Shares of Rs.10/- (Rupees Ten Only). “FURTHER RESOLVED THAT the consent of the members be and is hereby accorded for substitution of the following clause V in the place of existing clause V of the Memorandum of Association of the Company.

(V) The Authorized Share Capital of the Company is Rs.41,00,00,000/- (Rupees Forty One

Crores only) divided into 4,10,00,000 (Four Crores Ten Lacs Only) Equity Shares of Rs.10/-

(Rupees Ten) each with powers to increase or reduce the capital to divide the Capital for the

time being into several classes and to attach thereto respectively such rights, privileges or

conditions as may be determined by or in accordance with the regulations of the company

and to vary, modify or abrogate any such rights, privileges or conditions in such manner as

may for the time being be provided by the regulations of the company and consolidate or

subdivide the shares and issue shares to higher or lower denominations.

6. To consider and if thought fit to pass 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 Dr.Ram Bhavani (DIN 08229218) as the Director of the Company w.e.f 29.09.2018.

FURTHER RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other

applicable provisions of the Companies Act, 2013 read with Schedule IV & the Companies

(Appointment and Qualification of Directors), Rules, 2014 (including any statutory modification(s)

or re-enactment thereof for the time being in force) and SEBI (LODR) Regulations, 2015, the

appointment of Dr Ram Bhavani (DIN 08229218), who meets the criteria for independence as

provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 and who has submitted a declaration to that effect,

and who is eligible for appointment as an Independent Director of the Company, not liable to retire

by rotation, for a term of five years commencing from 29.09.2018 to 28.09.2023, be and is hereby

approved.”

7. To consider and if thought fit to pass 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 Dr.Padmanabha Rao Amarachinta (DIN 08229256) as the Director of the Company w.e.f 29.09.2018

FURTHER RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other

applicable provisions of the Companies Act, 2013 read with Schedule IV & the Companies

(Appointment and Qualification of Directors), Rules, 2014 (including any statutory modification(s)

or re-enactment thereof for the time being in force) and SEBI (LODR) Regulations, 2015, the

8

appointment of Dr.Padmanabha Rao Amarachinta (DIN 08229256), who meets the criteria for

independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 and who has submitted a

declaration to that effect, and who is eligible for appointment as an Independent Director of the

Company, not liable to retire by rotation, for a term of five years commencing from 29.09.2018 to

28.09.2023, be and is hereby approved.”

For and on behalf of the Board of Directors

For Celestial Biolabs Limited Place: Hyderabad Dr. A N Singh Date: 03.09.2018 (Managing Director)

DIN: 01756827

9

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 27th

September, 2018 to 29

th September, 2018 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 22

nd September 2018 (Cut -off date fixed for this purpose). The e-voting period will commence

at 10.00 a.m. on Wednesday 26th

September, 2018 and will end at 5.00 p.m. on Friday 28th

September, 2018. 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.

10

EXPLANATORY STATEMENT

Item: 3 M/s.Kulasekhar & Co., Chartered Accountants, Hyderabad have tendered their resignation from the position of Statutory Auditors due to their pre-occupation in other assignments and other personal grounds, resulting into a casual vacancy in the office of Statutory Auditors of the company. In terms of Section.139(8) of the Companies Act, 2013, the Board of Directors has appointed M/s.B V Swami &Co., Chartered Accountants, Hyderabad in the casual vacancy so caused. Further, it is necessary that the members shall accord their consent for the appointment of M/s.B V Swami & Co, Chartered Accountants, Hyderabad as Statutory Auditors of the Company. M/s.B V Swami & Co, Chartered Accountants, Hyderabad, have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013. Accordingly, Ordinary Resolution is submitted to the meeting for the consideration and approval of members. None of the Directors except as members is concerned or interested in the resolution. Item: 4 Your Company plans to issue convertible warrants to finance the escalation cost in the construction of the Enzyme development unit at Shameerpet, Hyderabad. In view of this, it is proposed to create, offer, issue and allot 1,75,99,162 (One Crore Seventy Five Lacs Ninety Nine Thousand One Hundred Sixty Two Only) convertible warrants and each warrant convertible into one Equity share of Rs10/- each fully paid to the following persons on preferential allotment basis:

Sl.No Name of the proposed Allottee

No. of Warrants to be allotted

1 Promoters:

I. Dr. Aditya Narayan Singh 37,24,372

II. Padma Singh 9,35,593

III. Amit Kumar Singh 25,31,233

IV. Nitin Kumar Singh 10,18,653

V. Anita Singh 3,89,311

2 Non Promoters:

I. Sachin Jugalkishore Chandak 1,00,000

II. Shrinivas Shantaram Jawale 2,00,000

III. Nilesh Mohanbhai Patel 1,00,000

IV. Balaji Medicom 13,02,154

V. Deccan Enterprises 14,78,259

VI. Lakshmi Distributors 16,78,576

VII. Global Enterprises 15,26,214

VIII. Deccan Packaging 12,14,227

IX. Southern Pharmaceuticals 13,00,570

X. Manjula Eknath Bhoir 1,00,000

Total 1,75,99,162

The details of the issue and other particulars as required in terms of the Chapter VII of the SEBI (ICDR) Regulations, 2009 in relation to the above said Special Resolution are given as under. a) Object of Issue

The object of the proposed preferential offer is to augment resources for meeting the escalation cost in the construction of the Enzyme development unit at Shameerpet, Hyderabad.

b) Intention of the Promoters/Directors/Key Management persons to subscribe to the offer:

Dr.A.N.Singh, Mrs.Padma Singh & Mr.Amit Singh (Promoters & Directors) and Mr.Nitin Singh & Mrs.Anitha Singh (Promoters) are intending to subscribe for the warrants to be converted into equity shares within 18 months in one or more tranches as per SEBI Guidelines, Rules and Regulations from the date of issue.

11

c) Shareholding pattern before and after issue of warrants to be converted into equity shares

within 18 months from the date of the allotment of the warrants

Sl.No Category

Pre – Issue

Post – Issue (Assuming all warrants converted into Equity

Shares)*

No. of shares Held

% of Holding

No. of shares held

% of holding

A Shareholding of Promoters and Promoter Group

1 Indian Promoters 5888963 26.07 14488125 36.05

2 Foreign Promoters -- -- -- --

Sub-Total (A) 5888963 26.07 14488125 36.05

B Public Shareholding

3 Institutions

a Financial Institutions / Banks -- -- -- --

b Mutual Funds & UTI -- -- -- --

c Venture Capital Funds -- -- -- --

d FIIs -- -- -- --

e Foreign Venture Capital Investors

-- -- -- --

Sub-Total (B1) -- -- -- --

4 Non-Institutions

a Private Corporate Bodies 1782119 7.89 10282119 25.59

b Indian Public 13900618 61.54 14400618 35.84

c NRIs 870941 3.86 870941 2.17

d Clearing Members 143709 0.64 143709 0.36

e Others(Trusts) -- -- -- --

Sub-Total (B2) 16697387 73.93 25697387 63.95

Sub-Total (B = B1+B2) 16697387 73.93 25697387 63.95

C

Shares held by Custodians and against Depository Receipts, FCCBs etc.,

-- --

Grand Total (A+B+C) 22586350 100.00 40185512 100.00

Notes: i) The above table has been prepared on the basis of the shareholding pattern as on 30.06.2018 ii) The Post-issue shareholding pattern in the above table has been prepared on the basis that the

proposed allotters would have subscribed to and been allotted 1,75,99,162 warrants to be converted into equity shares within 18 months from the date of the allotment of the warrants of the Company. In the event for any reason, they does not or are unable to subscribe to and/or is not allotted the warrants, the shareholding pattern in the above table would undergo corresponding changes.

d) Proposed time within which the allotment shall be completed

The Allotment of the warrants shall be completed within 15 days from the date of the General Meeting provided that where the allotment on preferential basis is pending on account of pendency of any approval of such allotment by any regulatory authority or the Central Government, the allotment shall be completed within 15 days from the date of such approval.

12

e) Identity of proposed allottee(s) of warrants and the percentage of the post issue capital that may be held by him / her on conversion of the warrants into shares

Sl No.

Name, PAN & Address of the proposed Allottee

Ultimate Beneficial owner(s) of the shares

Relation, if any, with the promoters or person in control of the Company

percentage of the post issue capital that may be held by him / her on conversion of the warrants into shares (2019-20)

1 Dr A N Singh NA Chairman & Managing Director

16.12

2 Mrs Padma Singh NA W/o Dr.A.N.Singh 5.25

3 Mr.Amit Kumar Singh

NA S/o Dr.A.N.Singh & Mrs.Padma Singh

8.20

4 Mr Nitin Kumar Singh

NA S/o Dr.A.N.Singh & Mrs.Padma Singh

5.14

5 Mrs.Anita Singh NA W/o Mr.Amit Singh, Promoter & daughter in law of Dr.A.N Singh & Mrs.Padma Singh

1.34

6 Sachin Jugalkishore Chandak

NA Nil 0.25

7 Shrinivas Shantaram Jawale

NA Nil 0.50

8 Nilesh Mohanbhai

Patel

NA Nil 0.25

9 Balaji Medicom Gaurav Uplap & Pankaj Kumar Singh

Nil 3.74

10 Deccan

Enterprises

Virendra Singh & Gaurav Uplap

Nil 4.18

11 Lakshmi

Distributors

Virendra Singh & Gaurav Uplap

Nil 4.67

12 Global Enterprises Gaurav Uplap Nil 4.36

13 Deccan Packaging Gaurav Uplap Nil 3.02

14 Southern

Pharmaceuticals

Gaurav Uplap Nil 3.24

15 Manjula Eknath

Bhoir

NA Nil 0.25

f) Change in the Composition of the Board of Directors and Control of the Company There will not be any change in the composition of the Board of Directors and control of the Company on account of the proposed preferential allotment but there will be a corresponding change in the shareholding pattern as well as voting rights consequent to the preferential allotment. g) Undertaking:

I. the issuer shall re-compute the price of the specified securities in terms of the provision of these regulations where it is required to do so.

II. If the amount payable on account of the re-computation of price is not paid within the time stipulated in these regulations, the specified securities shall continue to be locked-in till the time such amount is paid by the allotters.

h) Non transferability of the Securities The securities issued and allotted on a preferential basis hereunder will be subject to lock-in as specified under Chapter VII of the SEBI (ICDR) Regulations, 2009.

13

i) Price at which allotment is proposed The pricing of the warrants shall not be lower than the price determined in accordance with the provisions of Chapter VII of SEBI (ICDR) Regulations, 2009. The proposed allottees of the warrants have agreed to pay the price determined in accordance with these Regulations. A copy of the certificate of the Company Auditor for pricing of warrant as per the SEBI Regulations shall be placed before the shareholders at the meeting. The Relevant Date for the purpose of determining the issue price of the warrants shall be 30 days prior to the date of the General Meeting i.e September 29, 2018. As per Section 62(1)(C) of the Companies Act 2013, approval of the shareholders in the General Meeting is required for the issue of the shares by way of preferential allotment as stated in the resolution. Hence consent of the shareholders by way of special resolution is being sought for the issue of such warrants on preferential basis. j) Certificate from the statutory auditor A copy of the certificate obtained from the statutory auditor, certifying that the issue is being made in accordance with the requirements of these regulations will be placed before the AGM. The Board recommends the resolution for approval. None of the Directors except Dr A N Singh, Smt Padma Singh & Mr.Amit Kumar Singh are concerned or interested in the resolution. Item: 5

The authorized share capital of the Company presently stands at Rs.29,00,00,000/- divided into

2,90,00,000 equity shares of Rs.10/- each. With the growing expansion of the Company‟s business it

is considered desirable to enhance the authorized capital of the Company from Rs.29,00,00,000/- to

Rs.41,00,00,000/- by creation of additional 1,20,00,000 equity shares of Rs.10/- (Rupees Ten only)

each, which will rank pari passu in all respects with the existing equity shares in the Company. The

proposed increase of the authorized capital of the Company requires the approval of the members in

general meeting. Consequent to the increase in the authorized capital of the Company, its

memorandum of association will require alteration so as to reflect the increase in share capital. The

said alteration requires the approval of the members in the general meeting. Therefore, the same is

placed in the General Meeting .of the Members for your approval. Hence your Directors had in their

Board Meeting held on 03.09.2018 decided, subject to approval of shareholders, to increase in the

Authorized Share Capital from Rs.29.00 Crores to Rs.41.00 Crores. Draft copy of altered

Memorandum of Association is available for inspection at the Registered Office of the Company

during business days on working hours. None of the Directors except as members is concerned or

interested in the resolution.

Item: 6 It is proposed to appoint Dr Ram Bhavani as Independent Director of the Company considering his rich expertise in the fields of Medicinal Chemistry/Green Chemistry. His presence in the Board will enhance the Board performance and efficient decision making and also contribute to the overall growth of the Company. In the opinion of the Board, Dr.Ram Bhavani fulfils the conditions specified in the Act and SEBI Listing Regulations for appointment as Independent Director and is independent of the management of the Company. The terms and conditions of his appointment shall be open for inspection by the Members at the Registered Office of the Company during the normal business hours on any working day and will also be kept open at the venue of the AGM. The Company has received a declaration from Dr Ram Bhavani to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.(“SEBI Listing Regulations”). Dr.Ram Bhavani is not disqualified from being appointed as a Director in terms of Section.164 of the Act and has given his consent to act as a Director and hence said resolution being placed before the Members for their approval. None of the Directors except as members is concerned or interested in the resolution.

14

Item: 7 It is proposed to appoint Dr.Padmanabha Rao Amarachinta as Independent Director of the Company considering his rich expertise in the fields of Pre-Clinical and Clinical Research and it will be beneficial to the Company. In the opinion of the Board, Dr.Padmanabha Rao Amarachinta fulfils the conditions specified in the Act and SEBI Listing Regulations for appointment as Independent Director and is independent of the management of the Company. The terms and conditions of his appointment shall be open for inspection by the Members at the Registered Office of the Company during the normal business hours on any working day and will also be kept open at the venue of the AGM. The Company has received a declaration from Dr.Padmanabha Rao Amarachinta to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.(“SEBI Listing Regulations”). Dr.Padmanabha Rao Amarachinta is not disqualified from being appointed as a Director in terms of Section.164 of the Act and has given his consent to act as a Director and hence said resolution being placed before the Members for their approval. None of the Directors except as members is 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: 03.09.2018 (Managing Director)

DIN: 01756827

15

Additional disclosures under Schedule V of the Companies Act, 2013

I. Information about the appointees

Particulars Amit Kumar Singh Dr Ram Bhavani Dr.Padmanabha Rao Amarachinta

Date of Birth 04.08.1982 19.11.1973 20.09.1975

Date of Appointment 28.09.2017 Proposed to be appointed in the

forthcoming AGM

Proposed to be appointed in the

forthcoming AGM

Qualifications Postgraduate in commerce M.Sc, PHD (Chemistry)

PHD (Biotechnology)

Expertise in specific functional areas

Postgraduate in commerce with more than 10 years of marketing experience

Medicinal Chemistry/Green Chemistry)

Pre-Clinical and Clinical Research

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

Total Health Kare

International Private

Limited

Nil Nil

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

Nil Nil Nil

Number of shares held in the Company

7,64,250 Nil Nil

Other details as required under Schedule V

Mr.Amit Kumar Singh is an Executive Non Independent Director of the Company.

Nil Nil

Past remuneration Rs.36.00 Lacs p.a. Nil Nil

Remuneration proposed Nil Nil Nil

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.

16

DIRECTORS REPORT

Dear Members, Your Directors have pleasure in presenting the Twentieth Annual Report of your Company along with the audited Statement of Accounts for the financial year ended 31

st March 2018. 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 2017-18 in comparison to the year 2016-17 are as follows: (Rs.In Lakhs)

Performance We have been able to achieve a turnover of Rs.4281.26 Lacs. The percentage increase in the turnover is 11% and increase in net profit is 4% respectively when compared to that of previous year. Future Outlook Celestial has been concentrating on Herbal Formulation and Enzymatic Feed Supplement. Celestial shall be enhancing the qualitative aspect in Enzymatic Feed Supplement soon to create value addition. Celestial has already launched anti diabetics formulation derived from sea weed and is in the process of adding another formulation to treat thyroid very soon . Celestial also shall be concentrating on value added industrial enzyme and clinically validated herbal formulation. Celestial shall be introducing Biovita and Cadalmin GAE very shortly to OTC market in 10 states of India.

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 2017-18 2016-17

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

4281.26 0.04

4281.50 1180.40 769.54 410.86 (13.06)

78.29 NIL

345.63

NIL NIL

3866.23 ----

3866.23 697.84 330.40 367.44 (35.98)

70.02 NIL

333.41 2541.67

NIL NIL

17

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 31

st March 2018, 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 2018 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 In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of

the Company, Mr.Amit Kumar Singh retired by rotation and being eligible has offered himself for re-appointment.

Pursuant to Section 149(4) of the Companies Act, 2013, it is proposed that Dr.Ram Bhavani be appointed as Independent Director with effect from 29.09.2018 and shall hold office up to 28.09.2023. The company has received declaration from the Independent Director of the company confirming that he meet the criteria of independence as prescribed under Section 149(6) of Companies Act, 2013.

Pursuant to Section 149(4) of the Companies Act, 2013, it is proposed that Dr.Padmanabha Rao Amarachinta be appointed as Independent Director with effect from 29.09.2018 and shall hold office up to 28.09.2023. The company has received declaration from the Independent Director of the company confirming that he meet the criteria of independence as prescribed under Section 149(6) of Companies Act, 2013.

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.

18

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. 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.

19

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. 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 the Extra ordinary General Meeting held on 19.05.2018, M/s.Kulasekhar & Co, Chartered Accountants, (Firm Regn.No. 011536S), Hyderabad have been appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s.A S Naidu & Co, Chartered Accountants, Hyderabad. M/s.Kulasekhar & Co, Chartered Accountants, Hyderabad have tendered their resignation from the position of Statutory Auditors on 07.06.2018 due to their pre-occupation in other assignments and other personal grounds, resulting into a casual vacancy in the office of Statutory Auditors of the company as envisaged by section 139(8) of the Companies Act, 2013 (“Act”). Your directors had, in their Board meeting held on 22.06.2018, appointed B V Swami & Co. Chartered Accountants as Statutory Auditors of the Company to fill the casual vacancy. 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 2017-18 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. Maintenance of Cost Records as specified by the Central Government under sub-section (1) of

Section 148 of the Companies Act, 2013

The Central Government has not prescribed the maintenance of cost records under Sub-Section (1)

of Section 148 of the Companies Act, 2013.

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.

20

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). Disclosure under the Sexual Harassment of women at workplace (Prevention, Prohibition And

Redressal) Act, 2013

During the period under review, no complaints were received. 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 and on behalf of the Board of Directors

For Celestial Biolabs Limited Place: Hyderabad Dr A N Singh Amit Kumar Singh Date: 03.09.2018 Chairman &Managing Director Director

DIN: 01756827 DIN: 01824426

21

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 Mr.Amit Kumar Singh Executive & Non Independent

2.90 Nil

3 Dr.Jeetainder Roy Gour, Independent & Non Executive

0.20 Nil

4 Dr.D C Sastri, Independent & Non Executive

0.32 Nil

5 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

12

Number of permanent employees on the rolls of company

101

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

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,

2018

March 31, 2017 % change

Market

Capitalization

(Rs.lakhs)

2972.36 5849.86 -49.19%

Price Earnings

Ratio

8.60 17.50 -50.86%

Particulars March

31, 2018

IPO %

change

Market Price

(BSE)

13.26 Rs.60.00 -77.90%

Market Price

(NSE)

13.16 Rs.60.00 -78.07%

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

Average increase is 10% and NO Exceptional Cases

22

managerial remuneration

Comparison of the each remuneration of

the Key Managerial Personnel against the

performance of the company

As per Standard Policy and there is no deviation

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

No separate variable given and only standard remuneration policy is adopted

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 As per remuneration policy 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

23

24

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 ----

25

ANNEXURE - D

FORM NO. MGT.9 EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31/03/2018 [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- 29888003, 29888004

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 ---

26

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 01.04.2017)

No. of Shares held at the end of the year (As on 31.03.2018)

% Change during the

year

Demat Physical Total % of Total

Shares


Shares

A. Promoters (1) Indian

a) Individual/ HUF 8427532 0 8427532 37.31 5888963 0 5888963 26.07 -11.24

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):- 8427532 0 8427532 37.31 5888963 0 5888963 26.07 -11.24

(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)

8427532 0 8427532 37.31 5888963 0 5888963 26.07 -11.24

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 3696608 0 3696608 16.37 1769236 0 1769236 7.83 -8.54

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

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

5928797 181211

6110008 27.05 9058204 181211 9239415 40.91 14.01

27

Category of Shareholders No. of Shares held at the beginning of the year (As on 01.04.2017)

No. of Shares held at the end of the year (As on 31.03.2018)

% Change during the

year


Shares


Shares

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

3143827 100000 3243827 14.36 4545259 100000 4645259 20.57 6.21

c) Others (specify)

i) Clearing Members 61042 0 61042 0.27 60429 0 60429 0.27 0.00

ii) Non Resident Indians

1047333 0 1047333 4.64 983048 0 983048 4.35 -0.43

Sub-total (B)(2):- 11079437 281211 14158818 62.69 16416176 281211 16697387 73.93 11.24

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

13877607 281211 14158818 62.69 16416176 281211 16697387 73.93 11.24

C. Shares held by Custodian for GDRs & ADRs

0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 22305139 281211 22586350 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 01.04.2017)

Share holding at the end of the year (As on 31.03.2018)

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

4893600 21.67 0 2755350 12.20 0 -9.47

2 Mrs.Padma Singh

1573354 6.97 0 1173035 5.19 0 -1.78

3 Mr.Nitin Kumar Singh

1046328 4.63 0 1046328 4.63 0 0.00

4 Mr.Amit Kumar Singh

764250 3.38 0 764250 3.38 0 0.00

5 Mrs.Anita Singh

150000 0.66 0 150000 0.66 0 0.00

Total 8427532 37.31 0 5888963 26.07 0 -11.24

28

(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

4893600 21.67

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

25.10.2017 – 7,15,860 shares (Disposal on open market)

3.17 4177740 18.50


0.66 4027516 17.84

27.10.2017 - 32,661 shares (Disposal on open market)

0.14 3994855 17.70


1.14 3737402 16.55


1.49 3400637 15.06


0.82 3214874 14.24


1.28 2926158 12.96


0.76 2755350 12.20

At the end of the year 2755350 12.20

2. Mrs.Padma Singh


1573354 6.97



1.78 1173035 5.19

At the end of the year

1173035 5.19

3. Mr.Amit Kumar Singh


764250 3.38

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

Nil Nil

29

Sl. No.



the year

allotment/transfer/bonus/ sweat equity etc):


764250 3.38

4. Mr.Nitin Kumar Singh


1046328 4.63



Nil Nil


1046328 4.63

5. Mrs.Anita Singh


150000 0.66



Nil Nil


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 Subramanian P 883270 3.91 29220 0.13 912490 4.04

2 Narender 0 0.00 900000 3.98 900000 3.98

3 Ramkalap Upadhayay 0 0.00 341144 1.51 341144 1.51

4 Ashok Kirtanlal Shah 284863 1.26 (-)14111 (-)0.06 270752 1.20

5 Global Enterprises

represented by Mr Gaurav Uplap & Mr Pankaj Kumar Singh

225000 1.00 0 0.00 225000 1.00

6 C R Vaidya 205919 0.91 0 0.00 205919 0.91

7 Lakshmi Distributors

represented by Mr Virendra Singh & Mr Gaurav Uplap

1100000 4.87 (-)900000 (-)3.98 200000 0.89

8 Balaji Medicom

represented by Mr Gaurav Uplap & Mr Pankaj Kumar

416667 1.84 (-)216667 (-)0.96 200000 0.89

9 Deccan Enterprises

represented by Mr

1011333 4.48 (-)811333 (-)3.59 200000 0.89

30

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

Virendra Singh & Mr Gaurav Uplap

10 Hemant Pratapbhai Kotak

0 0.00 190000 0.84 190000 0.84

*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 permanant 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)


4893600 21.67



3.17 4177740 18.50


0.66 4027516 17.84

27.10.2017 - 32,661 shares (Disposal on open market)

0.14 3994855 17.70


1.14 3737402 16.55


1.49 3400637 15.06


0.82 3214874 14.24


1.28 2926158 12.96


0.76 2755350 12.20


2755350 12.20

2. Mrs.Padma Singh (Director)


1573354 6.97



1.78 1173035 5.19

31

Sl. No.



the year


1173035 5.19

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


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

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

5. Mr.Amit Kumar Singh (Whole time Director)

At the beginning of the year 764250 3.38


Nil Nil

At the end of the year 764250 3.38

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

4.60 4.28 0.00 9.42

0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00

Total (i+ii+iii) 4.60 4.28 0.00 9.42 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 4.60 4.28 0.00 9.42 Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

4.60 4.28 0.00 9.42

0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00

Total (i+ii+iii) 4.60 4.28 0.00 9.42

32

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

Mr.Amit Kumar Singh

Whole-time 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

----

----

2400000

----

----

3600000

----

----

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

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

4. Commission

- as % of profit

- others, specify...

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

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

Total (A) 1200000 240000 3600000

Ceiling as per the Act 8400000 8400000

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 5000 ---- 15000

Total (1) 10000 5000 ---- 15000

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 25000

Total Managerial Remuneration 10000 10000 10000 25000

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.

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

33

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 NIL

Penalty

Punishment

Compounding

B. DIRECTORS

Penalty

Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT NIL

Penalty

Punishment

Compounding

34

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;

Data Analytics driven information applied to

improve the testing methodology

ii. the benefits derived like product

improvement, cost reduction, product

development or import substitution

Improvement in Quality

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) 2017-18 2016-17

0.00 0.00 76.64 59.71 76.64 59.71

1.79% 1.54%

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

Particulars 2017-18 2016-17

Expenditure in Foreign currency NIL NIL

Earning in Foreign Exchange NIL NIL

35

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 five 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 31

st March 2018 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

Mr Amit Kumar Singh Wholetime Director

Promoter Executive

2 2 YES Nil

Mrs. Padma Singh

Non Independent Non Executive

5 5 NO Nil

Dr Jeetainder Roy Gour

Independent Non Executive

5 5 No Nil

Dr D C Sastri Independent Non Executive

5 5 No 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:

30th May, 2017; 2

nd September, 2017; 13

th September, 2017; 14

th December, 2017 and 14

th

February, 2018.

d. Disclosure of shareholding of Non-executive Directors

Names of the Directors Shares held on 31.03.2018

Mrs.Padma Singh 11,73,035

Dr.Jeetainder Roy Gaur Nil

Dr D C Sastri Nil

36

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.

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 31

st 2018. 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 30th May, 2017; 13


th

December, 2017 and 14th

February 2018 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

37

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 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 Non Executive Independent 4 4

Dr Jeetainder Roy Gour, Non Executive Independent 4 4

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 30th May, 2017; 13


th December,

2017 and 14th

February 2018.

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, 2018:

a. Non-Executive Directors

Name Sitting Fees (Rs)

Dr .D C Sastri 10000

Dr.Jeetainder Roy Gour 5000

Smt Padma Singh 10000

b. Managing Director & Executive Directors

Name Salary, perquisites & Allowances

(in Rs)

Dr. A. N. Singh 1200000

Mr.Amit Kumar Singh 2400000

38

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


Held attended

Dr D C Sastri, Chairman Non Executive Independent 4 4

Dr.Jeetainder Roy Gour, Non Executive Independent 4 4

Smt Padma Singh Non Executive and Non Independent 4 4

iv)Name, designation and address of Compliance Officer

Mr Satish Curumaddi Compliance Officer Celestial Biolabs Ltd Plot No. 59, Road # 12, TSIIC Tech Park IDA Nacharam, Hyderabad – 500 076 Tel: 040-29888003/29888004. 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.

6. 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 2016-17

FTAPCCI Marg

Thursday 28.09.2017 9.00 A.M.


Hotel Chandra Grand

Friday 30.12.2016 11.00 A.M.


Registered Office

Saturday 28.11.2015 10.00 A.M

b. Extra-ordinary General Meeting: No extraordinary general meeting of the members was held during the year 2017-18

Opening Balance

Received during the year

Resolved during the Year

Closing Balance

Nil 1 1 Nil

39

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

Year Date Time Special Resolution Passed

2016-17 28.09.2017 9.00 A.M. Appointment of Mr.Amit Kumar Singh as Executive Director of the Company

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

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

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.

7. 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 by 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 Indian 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 2018

have been prepared as per applicable Indian 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

8. 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 BSE Limited and the National Stock Exchange of India Limited. A management Discussion and Analysis statement is a part of the Company‟s Annual Report.

40

9. General Shareholder information i) Annual General Meeting

Date : 29th

September, 2018 Time : 10.00 AM Venue : Plot No.59, Road No.12, TSIIC Tech Park, IDA, Nacharam, Hyderabad – 500 076

ii) Financial Year ending : 31st March 2018

iii) Date of Book closure : 27th

September, 2018 to 29th

September, 2018 both days inclusive iv) Dividend Payment Date : Not Applicable v) Listing on Stock Exchanges : 1. BSE 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

Listing Fees as applicable have been paid. vi) Stock Code / Symbol

BSE Limited : 532871 / CELESTIAL National Stock Exchange of India Limited : CELESTIAL

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

Month

BSE NSE

High Low High Low

April 2017 28.45 25.00 28.50 25.40

May 2017 27.15 21.00 27.40 20.35

June 2017 26.80 22.20 26.40 22.00

July 2017 30.40 22.70 30.40 22.50

August 2017 26.00 20.85 25.90 21.05

September 2017 25.95 21.40 25.50 21.50

October 2017 23.90 20.05 23.60 20.25

November 2017 22.40 16.15 22.40 16.00

December 2017 21.90 18.00 21.95 17.90

January 2018 23.25 17.40 23.45 17.10

February 2018 18.90 15.00 18.95 15.00

March 2018 17.35 12.10 17.20 12.25

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.

41

x) Distribution of shareholding a. Distribution of shareholding as on 31

st March, 2018:

DISTRIBUTION SCHEDULE AS ON 31/03/2018

S.No Category Cases % of Cases Amount % Amount

1 upto 1 - 5000 8771 70.27 16282280.00 7.21

2 5001 - 10000 1702 13.64 14999520.00 6.64

3 10001 - 20000 884 7.08 14009140.00 6.20

4 20001 - 30000 362 2.90 9491420.00 4.20

5 30001 - 40000 162 1.30 6024220.00 2.67

6 40001 - 50000 179 1.43 8603790.00 3.81

7 50001 - 100000 235 1.88 17799770.00 7.88

8 100001 & ABOVE 186 1.49 138653360.00 61.39

Total: 12481 100.00 225863500.00 100.00

b. Details of shareholding as on 31st March 2018:

Category No of shares

Percentage

Promoters 5888963 26.07

Non Resident Indians 836309 3.70

Foreign Nationals 0 0

Clearing Members 60429 0.27

Bodies Corporate 1769236 7.83

Resident Individuals 14031413 62.13

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 31/03/2018

Sl No Description Shares % Total Equity

1 Physical 281211 1.25

2 NSDL 8750625 (**) 38.74

3 CDSL 13554514 (***) 60.01

Total: 22586350 100.00

(**) - Out of the total 87,50,625 equity shares of Rs.10/- each, 2,25,000 equity shares of Rs.10/- each were credited to the DP IDs of investors against a temporary ISIN IN8221I01016 of the Company. (***) - Out of the total 1,35,54,514 equity shares of Rs.10/- each, 18,75,000 equity shares of Rs.10/- each were credited to the DP IDs of investors against a temporary ISIN IN8221I01016 of the Company.

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- 29888003/29888004

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

42

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 2018, 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 not 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 K Kulasekhar & Co. Chartered Accountants

K Kulasekhar PROPRIETOR

Place: Hyderabad Membership No.218278 Date : 31.05.2018 Firm Registration No.

011536S

43

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: 03.09.2018 (Chairman and Managing Director)

DIN: 01756827

44

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 31.03.2018 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 31.03.2018, 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; iv. 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)

v. 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; (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

45

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)

We have also examined compliance with the applicable clauses the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

We have also examined compliance with the Secretarial Standards issued by the Company Secretaries of India and the Company has in general complied with the Secretarial Standards except the clauses relating to issuing notices of General Meetings. 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. 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.

ii. 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

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

iv. The Company has not complied with the Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015

v. The Company has not complied with the Regulation 78(6) of SEBI (Issue of Capital and Disclosure Requirements), Regulations 2009

We further report that:

a) The Board of Directors of the Company is not constituted in accordance with the provisions of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

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.

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. SEBI has imposed penalty of Rs.8,00,000/- vide Adjudication Order No.EAD/SR/VV/AO/59-61/2017-18 dated

28.03.2018 on Dr Aditya Narayan Singh, Mr.Nitin Kumar Singh & Mrs.Padma Singh (Promoters) for the violation of regulations under SEBI (PIT) Regulations, 1992 and (SAST) Regulations, 2011.

For GMVDR & Associates Company Secretaries

Place: Hyderabad (G.M.V.Dhanunjaya Rao) Date: 03.09.2018 Proprietor FCS # 9120 C.P # 5250

46

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

***********

REPLIES TO QUALIFICATIONS IN SECRETARIAL AUDIT REPORT

Qualifications Reply by the Board

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 noted non-compliances

and it takes adequate measures to comply

with the compliances in future


Regulation 17 of SEBI (Listing Obligations

and Disclosure Requirements), Regulations

2015





Regulation 46 (2) (l) & (m) of SEBI (Listing

Obligations and Disclosure Requirements),

Regulations 2015





Regulation 78(6) of SEBI (Issue of Capital

and Disclosure Requirements), Regulations

2009

The Company has already made an

application to SEBI for its approval. The

application is under process.

47

MANAGEMENT DISCUSSION AND ANALYSIS

Industry structure and developments.

12. Introduction

The global biopharmaceutical Industry has come a long way since its first drug - Humulin was approved in 1982. Today more than three hundred biopharmaceuticals have already been approved and many more are in late stages of clinical development. These drugs have not only advanced the prevention and treatment of a number of life threatening diseases, but have also provided the thrust for the continued success of the pharmaceutical industry. Under mounting economic pressures to increase their outputs, pharmaceutical manufacturers have embraced biopharmaceuticals as a means to maintain flow in their drying pipelines. Bringing a biopharmaceutical, however, represents a very risky proposition as out of every ten drugs that enter the clinical phases, only three manage to gain market approval. But the industry‘s US$ 109 Billion figures and double digit growth rates in 2012 bears a testimony to the fact that the ones that finally do get approval represent goldmines for investor

48

Although factors like biosimilar entry and cost containment in the developed markets are likely to restrain the growth of this market in the coming years, it is expected that with their high potency and ability to attack targets beyond the reach of traditional small molecule drugs, biopharmaceuticals provide the industry with a huge scope for future growth. A rich late stage pipeline and increasing demand in emerging markets are also expected to be major drivers in the coming years. It is expected that global biopharmaceutical market to exceed sales worth US$ 166 billion by 2017

(Global biopharmaceutical market report- 2012).

Biopharmaceutical Trends — Opportunities

China and India: Developments and Challenges

A major trend in 2016-17 is the continued expansion of the biopharmaceutical industry in developing countries, notably China and India. Both countries are now estimated to have approximately equal total bioreactor capacities, with each possessing ~10 to 11 percent of total global liters capacity.1 A few Western companies have begun to build their own or partnered facilities in these countries. In many developing countries, including China and India, this is required, but with two-thirds of the world’s population, and with growing economies, the domestic demand for biologics alone is a strategic factor in the industry’s regional growth.

Some of the emerging trends in China and India that indicate a maturing of their technical experience include a shift away from decades of emphasis on microbial fermentation, toward adoption of mammalian cell culture platforms, recombinant proteins, and even monoclonal antibodies (mAbs).

Both India and China have set goals to develop significant domestic follow-on (initially mostly biogenerics vs. genuine biosimilars) and eventually innovative products. At present, China is primarily concentrating on providing biosimilar versions of Western products for its domestic markets, while India concentrates

49

more on developing biogenetics/biosimilars for export, mirroring that country’s experience as a major player in generic small molecule drugs. Most developing countries grow their domestic companies by adding capacity, with China and India having total bioreactor volume of about 1.8 million liters, and China is growing with new facilities more rapidly than Western regions.

The largest (claimed) single-use facility is being brought online by WuXi Biologics in China. And 2016 saw significant precedents with two foreign companies, GE (U.S.) and JHL Biotech (Taiwan/ROC), opening modularly constructed (shipped in), fully single-use bioprocessing facilities in China for contract manufacturing.

China in 2016 also implemented a pilot program allowing biopharmaceutical developers to hire CMOs for manufacture, something still not yet allowed in China for commercial manufacture. Yet Boehringer Ingelheim has already invested heavily in a CMO facility in Shanghai that will employ single-use platforms. This approach allows the company to take advantage of the flex-capacity benefits of single-use technologies, and will reduce the need for fixed facility investment in the event regulations around contract manufacturing in China are not finalized before the facility is commissioned.

Many steps need to be resolved before China can take a position on the global stage. Quality of production and finding trained staff are just two of the hurdles being faced. And although they are intensely working on implementing more robust regulations and timely approvals, these problems will not be quickly resolved. In addition, China in 2016 began to more strictly regulate its clinical trials sector. Regulators reported data quality issues with trials for about 80% of approved products, which resulted in stricter regulations and enforcement.

In contrast, in India there is more interest in continuing to target low(er)-end international and domestic biogeneric markets, rather than higher quality, major market biosimilars and innovative biopharmaceuticals. There has also been relatively limited move toward adoption of stricter regulations. But India made some steps forward in 2016, including gaining U.S. and EU approval for several biosimilars manufactured domestically. However, unlike China, biopharmaceuticals (from a Western perspective) in India saw some setbacks, including the pharmaceutical sector and government continuing to avoid adoption and enforcement of high(er) standards. Comparing India with China biopharma, we see that China has fewer infrastructure issues (access to land, electricity, power, wastewater processing, etc.). China also has high-level government coordination and industry subsidies. As such, the Chinese industry looks on track to surpass the Indian biopharma industry.

Many companies in China are building or planning upgraded GMP facilities and positioning themselves to initially manufacture biosimilars and then move on to developing innovative biopharmaceuticals.2 In contrast, while there is interest in developing innovative products in India, at present there is limited infrastructure, education, training, or government support for expansion, investment, or international partnering. In China, there is a trend toward established companies (e.g., domestic vaccine manufacturers) continuing to use stainless steel for manufacturing, while many newer companies — often managed by experienced staff returning from the U.S. or Europe — are tending to adopt single-use systems for manufacturing.

More Trends to Follow In 2017

Some additional trends affecting the industry today that will carry through 2017 include:

Industry/Sector Growth

Annual sales of biopharmaceuticals are now over $200 billion globally, and industry revenue continues to grow at a rather steady ≤15% annually. An increasing number and percentage of pharmaceuticals entering the market are biopharmaceuticals, with about 40% of Big Pharma and overall pharmaceutical R&D/pipelines now involving biopharmaceuticals, not drugs (chemical substances). 2016 continued the trend for increased major market approvals of innovative biopharmaceuticals and biosimilars.

50

Biosimilars are Finally a Reality

By the end of 2016, four biosimilars — including several mAb products — had been approved in the U.S., which is expected to be their major market. However, only one of the four has yet to be launched in the U.S. due to patent infringement concerns. Patent challenges and disputes over biosimilars will become commonplace as more products approach marketing.

Continuous Processing

End-users are demanding their suppliers develop more continuous processing technologies, and suppliers are responding with new R&D investments. In this year’s BioPlan annual industry survey, “continuous processing – downstream” was the #1 area where survey respondents wanted equipment suppliers to concentrate their R&D efforts. Downstream, multiple companies introduced multi-column and other chromatography systems designed for continuous purification. Upstream, single-use versions of Repligen’s perfusion system (ATF) became available.

Pricing Controversies

High prices for pharmaceutical products, with biopharmaceuticals the most expensive, are a growing concern, including in the U.S., the largest market lacking price controls. Focus on the cost of biologics may affect the investment climate. Related to pricing, the US insurance situation may be affected if the Affordable Care Act (ACA, or Obamacare) is repealed by the new administration; this could include repeal of the BPCIA (Biologics Price Competition and Innovation Act), which is part of ACA.

Productivity Increases

There has been growth in productivity, including bioreactor titers and capacity utilization. For example, that industry overall capacity utilization, now a healthy 74.7% for mammalian cell culture production, is capable of producing the increased gram quantities of drugs demanded without a commensurate scale-up of manufacturing equipment, staffing, or expenses. This has been accomplished by increasing overall productivity and reducing costs. For example, average commercial-scale mammalian cell culture titer is now 3.2 g/L, nearly doubling over the past 10 years and up magnitudes of order over the past couple decades.4,5 Largely due to more flexible manufacturing strategies like single-use bioprocessing, and more efficient facilities, the worldwide “capacity crunch” concerns are now a thing of the past.

Downstream Problems

Downstream, mostly purification continues to limit productivity, with purification unable to keep up with improved upstream processing. This is a major reason for increased interest in continuous purification, which may resolve many downstream processing bottlenecks. 2016 brought purification advances, including new continuous chromatography systems and technologies like Pall’s Cadence Acoustic Separator (CAS), which uses sound waves to physically push impurities so they can be more easily removed from the bioreactor.

New Players

Besides established small molecule drug companies moving into large molecule biopharmaceuticals, international biosimilars producers are bringing dozens of new entrants into the space. Although the average production scale for each biosimilar will be smaller than for the original reference product, new facilities and suites will be needed for their manufacture. These will need to be designed for efficiency and staffed by a new cadre of operations employees with expertise in automation.

An Increasingly Global Industry

Biopharmaceutical manufacturing and marketing is increasing worldwide, most rapidly in developing countries (starting from near-zero baselines). Besides prospective industry powers, such as China and

51

India, biopharmaceutical manufacturing is starting to take hold in other developing countries, e.g., Vietnam and Cuba.

Single-Use Bioprocessing

Single-use technology continues to grow at the expense of stainless steel systems. Most bioprocessing facilities that came online in 2016 were single-use based. This is particularly true in major market countries. Most large-scale stainless steel plants are now being constructed in developing countries. However, stainless manufacture will continue to be the only production platform for many biologics, especially where large production volumes are needed and the relatively small single-use volumes will not suffice.

Hiring — A Growing Problem

As the biopharmaceutical industry grows, there is increased demand worldwide for related expertise. Hiring of bioprocessing professionals is becoming increasing difficult. This problem will be exacerbated when biosimilars manufacturing begins to create demand for trained operations and process development professionals.

The Evolution Of Fill-Finish

Fill-and-finish with biopharmaceuticals is becoming increasingly complex, including more complicated injectors and other delivery systems. There is increased adoption of restricted-access barrier systems (RABS) and isolator units. Single-use systems are finally starting to make an impact on fill-finish operations.

Microbial Bioprocessing

There appears to be a slow developing trend for increasing use of microbial vs. mammalian expression systems. This includes a large number of microbial products in the development pipeline, including many single-chain and other alternative framework antibodies and antibody-drug conjugates (ADCs), with most ADC “drugs” being microbially expressed toxins. However, this trend is only in major market countries.

Conclusion

Overall, trends in the biopharmaceutical industry remain very positive, with no significant threats on the horizon, and healthy industry growth occurring worldwide. The industry will continue to change and grow at a steady pace, providing opportunities for those who recognize the slow, regulated nature of this industry.

References: Article by Mr. Eric Langer, President and Managing Partner, BioPlan Associates, Inc 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

_________________________________________ _____________________________________________

Segment–wise or product-wise performance. Cadalmin GAE to treat arthritis has made a significant improvement in the performance and made a significant contribution growth of about 25% in the sales. Thyroid is a big problem among ladies and gents. A safe formulation from natural sea weed extract is planned to be added shortly to address the requirement. Biovita a prominent health drink has improved and made a

52

growth of about 35% of sales. Biovita in sugar free category is being developed to be used by elders as well as diabetes paitents. Enzymatic Feed Supplement covering cattle , Poultry and Fisheries are sold in Six variants and slowly shall be improved by enhancing the nutrition and medicinal value The value addition is being continuously monitored in Enzymatic Feed Supplement so that farmers and producers are immensely benefitted. Outlook Total 125 products in single and multi herbs formulation have been approved and licensed by Ayush. Celestial currently is manufacturing and marketing 15 products in seven states of India . After our capital expansion , Celestial will be able to produce and market about 100 formulations consisting multiple and single herbs formulation,. Celestial plans to have 25 clinically validated and approved Dozier from CCRAS ministry of ayush, Govt. of India. Clinically validated herbal products are well accepted by MBBS and Ayurvedic doctors community as there is authenticity in the data that have been derived by accredited clinical agency. 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 of 10.73% has been witnessed in sales from the year2016-17 to 2017-18 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 products advertisement in leading News papers are expensive. We are making suitable arrangement to advertise

in religious TV channel at very economical cost. This will provide us suitable visibility and slowly, 5 products shall be introduced

to OTC market.

Material developments in Human Resources / Industrial Relations front, including number of people employed.

Qualitative discussion and training by experts are introduced and organized at different interval to strengthen proper SOPS and

methodologies. 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 varieties of clinically validated products shall play key factor in the growth of the company. Research collaboration

with key Govt institution, not only provides support of very good infrastructure but also provides quality knowledge

sharing which is the key in any collaborative research.

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,

53

INDEPENDENT AUDITOR’S REPORT

To,

The Member‟s of

M/s Celestial Biolabs Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying Standalone Ind AS financial statements of M/s Celestial Biolabs

Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, and the Statement of

Profit and Loss (including other comprehensive income), statement of Cash Flows and statement of

changes in equity for the year ended, and a summary of significant accounting policies and other

explanatory information (herein after referred to as “Standalone Ind AS financial statements”).

Management Responsibility for the Standalone Financial Statements

The Company‟s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies

Act,2013 (“the Act”) with respect to the preparation and presentation of these standalone Ind AS financial

statements that give a true and fair view of the financial position, financial performance including other

comprehensive income, cash flows and changes in equity of the Company in accordance with the

accounting principles generally accepted in India, including the Indian Accounting Standard (Ind AS)

prescribed under section 133 of the Act, read with relevant rules thereunder.

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

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

irregularities; selection and application of appropriate accounting policies ; making judgements 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 to the preparation and presentation of the Standalone Ind AS 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 Ind AS 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 Rules made

thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of

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

to obtain reasonable assurance about whether the Standalone Ind AS financial statements are free from

material misstatement.

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

standalone Ind AS financial statements. The procedures selected depend on the auditor‟s judgement,

including the assessment of the risks of material misstatement of the standalone Ind AS financial

statements, whether due or fraud or error. In making those risk assessments, the auditor considers internal

financial control relevant to the Company‟s preparation of the Standalone Ind AS financial Statements that

54

give a true and fair view in order to design audit procedures that are appropriate in the circumstances .An

audit also includes evaluating the appropriateness of 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 standalone Ind AS 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 Ind AS financial statements.

Opinion

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

aforesaid standalone Ind AS 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 including the Ind AS of the financial position of the Company as at March,31,2018, its financial

performance including other comprehensive income, its cash flows and changes in equity for the year

ended on that date.

Report on other Legal and Regulatory Requirements

1.As required by the Companies (Auditors report) Order, 2016 (“the Order”) 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 Section 143(3) of the Act, we report 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 purpose of our audit.

b) In our opinion, proper books of 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 , Cash flow statement and the statement of

changes in equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting

Standards specified under section 133 of the Act, read with relevant rule issued thereunder.

e) on the basis of written representations received from the directors as on March, 31 2018 taken on

record by the Board of Directors , none of the directors is disqualified as on March, 31 , 2018 from being

appointed as a director in terms of section 164(2) of the Act.

f) 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”; and

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 lossess;

iii There were no amounts which were required to be transferred to the Investor Education and Protection

Fund by the Company.

For K KULASEKHAR & Co.

Chartered Accountants

Firm Registration No.011536S

K Kulasekhar

Proprietor

Membership No.218278

Place : Hyderabad

Date : 31-05-2018

55

ANNEXURE A TO AUDITOR’S REPORT

The Annexure referred to in Independent Auditor‟s Report to the members of the Company on the

Standalone Ind AS financial statements for the year ended 31 March,2018 , we report that:

i)(a) The Company has generally maintained proper records showing full particulars including quantitative

details and situation of its fixed assets.

(b) Fixed Assets have been physically verified by the Management during the year and no material

discrepancies were identified on such verification.

(c) According to the information and explanations given to us, the title deeds of immovable properties are

held in the name of the Company.

ii)According to the explanation and information provided by the company. The inventory has been

physically verified by the management during the year at reasonable intervals.

iii)According to the information and explanations given to us and based on our examination of the records

of the Company that the Company has not granted any loans , secured or unsecured to Companies, Firms,

limited liability partnership or other parties covered in the Register maintained under section 189 of the

Companies Act, 2013.

iv)The Company has not granted any loans, made investments or provide guarantees and accordingly the

clause 3 (iv) of the Companies (Auditors Report) Order, is not applicable to the Company.

v)According to the information and explanations given to us that the company has not accepted any deposit

from the public pursuant to section 73 to 76 or any other relevant provisions of the Companies Act, 2013

and rules framed thereunder.

vi) To the best of our Knowledge , The Central Government has not prescribed maintenance of cost records

under Section 148(1) of the Act in respect of the nature of business carried on by the Company.

vii)According to the information and explanations given to us in respect of statutory dues:

a)The Company has generally been regular in depositing undisputed statutory dues, including Provident

Fund, Income Tax , Sales Tax, Service Tax, Customs duty, Value Added Tax, Cess and other material

statutory dues applicable to it with the appropriate authorities, Except the company has been advised to

pay and streamline the pending GST return from September to March,2018 ending the outstanding GST

due of Rs.17.52 lakhs has been disclosed in financial statement.

b)There were no undisputed amounts payable in respect of Provident Fund, Income Tax, GST, Service

Tax, Customs Duty, Value Added Tax, Cess and other material statutory dues in arrears as at 31 March,

2018 for a period of more than six months from the date they became payable.

c)There are no dues in respect of Income Tax , GST, Service Tax, Customs Duty and Value Added Tax as

on 31 March, 2018 on account of disputes.

Viii) In our opinion and according to the information and explanations given to us, the Company has to pay

an amount of Rs.460.00 lakhs to the banks and financial institutions and government.

56

iX) During the period the Company has not raised money‟s by way of initial public offer or public offer

(including debt instruments) or term loans and hence reporting under clause (ix) of the CARO 2016 order is

not applicable.

x) According to the information and explanations given to us and belief no material fraud by the Company

or on the Company by its officers or employees has been noticed or reported during the course of the audit.

xi) According to the information and explanations given to us and based on our examination of the records

of the Company, the company has paid / provided for managerial remuneration in accordance with the

requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii) The Company is not a Nidhi Company, hence clause 3(xii) of Companies (Auditors Report) Order 2016

is not applicable to the Company.

xiii)According to the information and explanations given to us, there is no related party transactions.

xiv)According to the information and explanations given to us, the Company has not made any preferential

allotment / private placement of shares or fully or partly convertible debentures during the year. Accordingly

the clause 3 (xiv) of Companies (Auditors Report) Order, 2016 is not applicable to the Company.

xv)According to the information and explanations given to us the company has not entered into any non-

cash transactions with directors or persons connected with him. Accordingly the clause 3 (xv) of the

Companies (Auditors Report) order , is not applicable to the Company.

xvi)The nature of business and the activities of the Company are such that the Company is not required to

obtain registration under section 45-IA of the Reserve Bank of India Act 1934.




K Kulasekhar

Proprietor


Place : Hyderabad

Date : 31-05-2018

57

Annexure B to the Auditor’s Report

Report on the Internal Financial Controls under clause (i) of Sub-section 3 of Section 143 of the

Companies Act,2013 (“the Act”)

We have audited the internal financial controls over financial reporting of M/s Celestial Biolabs Limited (“the

Company”) as of March, 31 , 2018 in conjunction with our audit of the Standalone Ind AS financial

statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company‟s Management is responsible for establishing and maintaining internal financial controls

based on the internal control over financial reporting criteria established by the Company considering the

essential components of internal control stated in the Guidance Note on audit of Internal Financial Controls

over Financial Reporting issued by the Institute of Chartered Accountants of India (“ICAI”). These

responsibilities include the design , implementation and maintenance of adequate internal financial controls

that were operating effectively 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 information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Out responsibility is to express an opinion on the Company‟s internal financial controls over financial

reporting based on our audit . We conducted our audit in accordance with the Guidance Note on audit of

Internal Financial Controls over Financial Reporting (the”Guidance Note”) and the Standards on Auditing,

issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the

extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial

Controls and both issued by the Institute of Chartered Accountants of India. Those standards and the

Guidance Note require that we comply with ethical requirement and plan and perform the audit to obtain

reasonable assurance about whether adequate internal financial controls over financial reporting was

established and maintained and if such controls operated effectively in all material aspects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls system over financial reporting and their operating effectiveness. Our audit of internal

financial controls over financial reporting included obtaining an understanding of internal financial controls

over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the

design and operating effectiveness of internal control based on the assessed risk. The procedures selected

depend on the auditor‟s judgement, including the assessment of the risks of material misstatement of the

standalone Ind AS financial statements , whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion on the Company‟s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company‟s internal financial control over financial reporting is a process designed 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. A Company‟s Internal

financial control over financial reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

58

dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statements in accordance with generally accepted

accounting principles, and that receipts and expenditures of the company are being made only in

accordance with authorizations of management and directors of the company; and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the

company‟s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the

possibility of collusion or improper management override of controls , material misstatement due to error or

fraud may occur and not to be detected. Also, projections of any evaluation of the internal financial controls

over financial reporting to future periods are subject to the risk that the internal financial control over

financial reporting may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Opinion

In our Opinion, the company has, in all material respects, an adequate internal financial controls system

over financial reporting were operating effectively as at March 31, 2018, based on the internal control over

financial reporting criteria established by the Company considering the essential components of internal

control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued

by the Institute of Chartered Accountants of India.




K Kulasekhar

Proprietor


Place : Hyderabad

Date : 31-05-2018

59

60

61

62

63

Notes forming part of the financial statements (Amounts in Rs. Lakhs)

As at 31st March,2018 As at 31st March,2017

Note 9: Share capital

Authorised

2,90,00,000 Equity Shares of Rs 10/- each

2,900.00

2,900.00

Issued, subscribed and fully paid up

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

2,258.63

2,258.63

T O T A L

2,258.63

2,258.63

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 parri passu 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 31st March,2018 As at 31 March 2017

No of shares Rs. In lakhs

No of shares Rs. In lakhs

a) Equity

Shares outstanding at the beginning of the year

22,586,350

2,259

20,486,350

2,049

Shares issued during the year :

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

2,100,000

210

Shares bought back during the year

Shares outstanding at the end of the year 22,586,350

2,259

22,586,350

2,259

iii) The details of shareholders holding more than 5% shares :

Name of Shareholder As at 31 March 2018 As at 31 March 2017

No of shares % No of shares %

Equity shares of Rs.10/- each fully paid

Mr Aditya Narayan Singh 2755350 12.20 4893600 21.67

Mrs Padma Singh 1173035 5.19 1573354 6.97

Mr. Amit Kumar Singh 764250 3.38 764250 3.38

Mrs. Anita Singh 150000 0.66 150000 0.66

Mr Nitin Kumar Singh 1046328 4.63 1046328 4.63

64

(Amounts in Rs. Lakhs)

Particulars March 31,

2018 March 31,

2017

Note 3: Non Current - Other financial assets

Amount paid to M/s. Total Health Kare International Pvt Ltd 30.10

30.10

T O T A L

30.10

30.10

Note 4: Inventories & Traded Goods

a) Raw Material

36.55

42.75

b) Packing Material

42.94

46.09

c) Enzymatic Feed Supplement - -

d) Finished Goods

74.18

492.07

e) Stores & spares

0.09

0.15

f) Works in Process

242.01

190.71

T O T A L

395.77

771.77

Note 5: Trade Receivables

(Unsecured, considered good)

period exceeding six months - -

period below six months

2,076.91

825.49

T O T A L

2,076.91

825.49

Note 6: Cash and Cash Equivalents

Cash on hand

0.15

2.56

Balances with Banks:

In current accounts

0.84

38.57

In Deposit accounts - -

T O T A L

0.99

41.13

Note 7: Short-Term Loans and Advances

(Unsecured, considered good)

Advances for supply of goods

64.36

64.36

Others Deposits

3.33

3.33

T O T A L

67.69

67.69

65

Note 8: Other Current Assets

a) Drug Development Expenses (R & D) to the extent not Written Off

As per last Balance Sheet -

2,381.22

Add: Investment during the year

488.25

1,389.33

Total

488.25

3,770.55

Less: Written off to Profit & Loss account -

3,770.55

Total (a)

488.25 -

b) Public Issue Expenses

77.83

86.48

Less: Written off

7.78

8.65

Total (b)

70.05

77.83

Total (a+b)

558.30

77.83

Note 10: Other Equity:

i) Securities Premium Reserve

As per last Balance Sheet

4,310.35

3,975.19 Add : Current Year Additions

(PY:On isssue of 2100000 Equity Shares at a premium of 15.96 per share) -

335.16

Less : Utilised during the year for:

Closing balance

4,310.35

4,310.35

ii General Reserves


473.75

440.41

Additions

34.56

33.34

Closing balance

508.31

473.75

iii) Retained Earnings


2,841.74

2,541.67

Add: Profit for the year

311.07

300.07

Closing balance

3,152.81

2,841.74

T O T A L (i+ii+iii)

7,971.47

7,625.84

Note 11 : Share Application Money pending Allotment

Share Warrant Funds pending for Allotment - -

- -

Note 12: Long Term Borrowings

a) Secured Loans

i) Term loans - From Bank

66

460.00 760.00

[Secured by creating mortgage on companies properties and personal guarantees of Directors]

b) Un Secured Loans

i) From DSIR

55.00

55.00

ii) From others

427.00

10.00

T O T A L

942.00

825.00

Note 13 : Deferred Tax Liability (Net)

At the start of the year

10.41

46.39

Charge/(credit) to Statement of Profit and Loss -

13.06 -

35.98

At the end of year -

2.65

10.41

Component of Deferred tax liabilities / (asset)

Deferred tax liabilities / (asset) in relation to:

Property, Plant and Equipment and Intangible Asset -

13.06

35.98

Note 14: Trade Payables

Trade Payables

43.36

42.38

T O T A L

43.36

42.38

Note 15: Other Current Liabilities

Interest on Term loan

10.00

10.00

Vat payable -

4.62

GST Payable

17.52 -

PF Payable

0.02

0.02

Professional Tax Payable

0.03

0.03

ESI Payable

0.02

0.02

T O T A L

27.59

14.69

Note 16: Short-Term Provisions

Salary Payable

6.74

7.68

Provision for current income tax

148.31

70.02

T O T A L

155.05

77.70

67

Notes forming part of the financial statements IN LAKHS

31.03.2018 31.03.2017

Note 17: Value of Sales

Particulars of Sales - Domestic - Traded Goods-

Formulations

4,281.46

3,866.23 - Exports - -

Total 4,281.46

3,866.23

Note 18: Other Income

a) Interest Income on Income Tax Refund

0.04 -

0.04 -

Note 19: Cost of Material Consumed

A) Raw Material

Opening Stock 42.75

66.10

Purchases 0.34

312.76

Less:Closing Stock 36.55

42.75

Total -A 6.54

336.11

B)Packing Material

Opening Stock 46.09

63.07

Purchases 1.05

316.30

Less:closing Stock 42.94

46.09

Total -B 4.20

333.28

C) Stores & Consumables

Opening Stock 0.15

0.32

Purchases - 2.38

Less:Closing Stock 0.09

0.15

Total -C 0.06

2.55

D) Enzymatic Feed Supplement

Opening Stock - 109.96

Purchases - -

Less:Closing Stock - -

Total -D - 109.96

Total A+B+C+D 10.80

781.90

Note 21:Purchase of Stock-in-Trade 2,490.61

1,947.45

2,490.61

1,947.45

68

Note 22: Increase/( Decrease) in Stocks

Closing Stock

Work in Process 242.01

190.71

Finished Goods 74.18

492.07

Total 316.19

682.78

Opening Stock

Work in Process 190.71

211.00

Finished Goods 492.07

515.82

Total 682.78

726.82

Increase/( Decrease) in Stocks (366.59)

(44.04)

Note 23: Employee Benefit Expenses

Salaries and wages 62.65

105.08

Staff welfare 0.75

2.97

63.40

108.05

Note 24: Finance Costs

Bank Charges 0.89

0.16

Interest on DSIR Loan 1.65

1.65

2.54

1.81

Note 25: Other Expenses

Communications Postage & Telephone 0.25

1.31

Conversion Charges 6.47

82.37

Rent, Rates & Taxes 1.35

1.12

Office Maintenance 0.85

6.77

Freight Charges - -

Travelling & Conveyance 1.56

10.27

Printing & Stationary, Computer consumables 0.26

3.46

Electricity Charges 11.89

8.60

Insurance Charges - -

Legal Expenses - -

Professional Charges 4.26

7.57

Vehicle Maintenane 0.66 -

Books & Periodicals 0.15

0.40

69

Training & Recruitment Expenses 0.39

0.52

Repairs & Maintenance 0.77

1.92

Product Devlopment & Public Issue Exp. Written off

7.78

8.65

Advertisement Expenses 3.55

36.21

Selling expenses 10.95 50.53

Wastage - Expiry date goods - 0.00

Provision for Bad debts - -

Other Expenses 39.38

5.73

90.52

225.43

Note 26: Research & Development Expenses

Raw Material 34.47

27.41

Consumables 5.15

7.59

Salaries and Wages 32.55

17.59

Lab Expenses 4.47

7.12

Total 76.64

59.71

70

71

Notes forming part of the financial statements

26 RELATED PARTIES DISCLOSURES

As per Ind AS 24, the disclosures of transactions with the Related Parties are given below:

(i) List of Related Parties where control exists and also other Related Parties with whom transactions have taken place and relationships:

S.No. Name of the Related Party Relationship Relationship

1 Dr. A N Singh Key Managerial Personnel

2 Mr. Amit Kumar Singh Key Managerial Personnel

3 Mrs. Padma Singh Key Managerial Personnel

(ii) Transactions during the year with Related Parties : (in Rs. Lakhs)

S.No. Nature of Transactions (Excluding Reimbursements) Key Managerial Personnel

2017-18 2016-17

1 Employee Benefits Expense 30.00 12.00

2 Directors Sitting Fees 0.24 0.10

3 Unsecured Loans taken & Same is Outstanding 427.00 10.00

27 EARNINGS PER SHARE (EPS)

S.No Particulars 2018-19 2017-18

1 Face value per Equity Share (Rs) 10 10

2 Basic Earnings per Share (Rs)

Net Profit after Tax as per Statement of Profit and Loss attributable to Equity Shareholders (Rs. in Lakhs)

345.63 333.41

Weighted Average number of Equity Shares used as denominator for calculating Basic EPS

225.86 225.86

Basic Earnings Per Share 1.53 1.48

3 Diluted Earnings per Share (Rs)

Diluted Earnings per Share (Rs) 1.53 1.48

28 CIF Value of Imports NIL NIL

29 Expenditure in Foreign Currency NIL NIL

30 Earnings in Foreign Exchange - FOB value of Exports NIL NIL

31 The company operates predominantly only in one Business Segment viz:Herbal,Allopathic etc Products. The sales of the company is mostly in India and there are no reportable geograpgical segments.

72

32 The Balances of Loans & Advances, Sundry Debtors and Sundry Creditors are subject to confirmation.

33 Previous year figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

As per our Report of even date

For K Kulasekhar & Co. For and on Behalf of the Board

Chartered Accountants FRN: 011536S

K Kulasekhar Dr.A.N.Singh Amit Kumar Singh

Proprietor Managing Director Director

M.No.218278

Place: Hyderabad Date: 31.05.2018

73

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)

74

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:

75

Resolution No.

1. Adoption of Audited Financial Statements for the financial year 2017-18, Reports of Board of Directors & Auditors.

2. Appointment of Director in place of Mr.Amit Kumar Singh who retires by rotation, and who offers himself for reappointment,

3. Appointment of M/s .B V Swami & Co, Chartered Accountants, Statutory Auditors for a period 5 years from conclusion of 20th Annual General Meeting until conclusion of 25th Annual General Meeting

4. Issue of 1,75,99,162 convertible warrants on preferential basis 5. Enhancement of Authorized Capital of the Company 6. Appointment of Dr.Ram Bhavani as Independent Director of the Company 7. Appointment of Dr.Padmanabha Rao Amarachinta as Independent Director of the Company

Signed this……………… day of………… 2018

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, Saturday the 29th day of September 2018 at

10.00 am at the Registered Office of the Company situated at Plot No.59, Road No.12, TSIIC Tech Park, IDA,

Nacharam, Hyderabad – 500 076

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

76

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 29888003, 29888004 Website: www.celestialbiolabs.com Email Id: [email protected]

20th Annual General Meeting of the Company held on Saturday, 29th September, 2018 at 10.00 AM at the Registered Office of the Company situated at Plot No.59, Road No.12, TSIIC Tech Park, IDA, Nacharam, Hyderabad – 500 076

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 22.09.2018)

I assent to the resolution (Favour)

I dissent from the resolution (Against)

1. Adoption of Audited Financial Statements for the financial year 2017-18, Reports of Board of Directors & Auditors

2. Appointment of Director in place of Mr.Amit Kumar Singh who retires by rotation, and who offers himself for reappointment

3. Appointment of M/s B V Swami & Co., Chartered Accountants, Statutory Auditors for a period 5 years from conclusion of 20th Annual General Meeting until conclusion of 25th Annual General Meeting

4 Issue of 1,75,99,162 convertible warrants on preferential basis

5 Enhancement of Authorized Capital of the Company

6 Appointment of Dr.Ram Bhavani as Independent Director of the Company

7 Appointment of Dr.Padmanabha Rao Amarachinta as Independent 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 20th

Annual General Meeting scheduled to be held on Saturday, September 29, 2018 at 10.00

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 26, 2018

End of e-voting : Up to 5.00 p.m. (IST) on September 28, 2018

The cut-off date (i.e. the record date) for the purpose of e-voting is September 22, 2018. Place: –––––––––––––––––––––––––

Date: (Signature of the shareholder)

77

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.

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.

78

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., 22

nd September, 2018, 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.

79

ROUTE MAP OF AGM VENUE

ROUTE MAP OF AGM VENUE

80

Documents

CONTENTSMr.Amit Kumar Singh (DIN: 01824426) - Whole time Director & Executive Dr.D.C. Sastry (DIN: 02682897) - Independent & Non Executive ... supply chain can be improved in order