Beruflich Dokumente
Kultur Dokumente
2017-18
A N S FE R
TR
Y
O G
T EC H N OL
Annual Report 2017-2018
About us
We are a fast-growing in-vitro diagnostics company working with over 350
distributors, and a significant OEM business in domestic and international markets.
23 years of dedication has made us what we are today, one of the frontrunners in the
Indian diagnostics industry.
World-class manufacturing facility near Cochin, Kerala will take us to the next step of
evolution. Built on 200,000 square feet of land, our 1,20,000 sq.ft., GMP and FDA
certified plant is purpose-built for the global and domestic market needs.
26000 60 23
Customers Countries Years
600
Workforce +
A motivated We have a fully owned An attentive
team powering growth subsidiary in Switzerland Customer Support Team
23
Years
T R
India’s Largest
State-Of-The-Art
Reagent
Manufacturing
Facility
QUALITY POLICY
We are committed to be
'the best partner in diagnostics'
in IVD field, by providing innovative
and highest quality products and
services for customer satisfaction.
We will comply all the regulatory
requirements and maintain the
effectiveness of QMS through
continual improvement.
State-Of-The-Art
Equipment Manufacturing Facility
With our comprehensive, integrated suite of services & products, we
deliver exactly what our business needs to stay ahead globally.
Perfect Instrument
Manufacturing
Plant at Kinfra,
Nellad
Perfect Results
60
Countries
With more than 300 products Agappe Diagnostics is one of the few manufacturers operating in and out of
the Euro Zone. Over 23 years of dedicated in-house research, product adaptation and innovation has
helped us in bringing out the best product combinations, meeting timely customer requirements at every
level. Our operations are spread over 60 countries across the globe. Our commitment to improve quality
of life exceeds boundaries.
Customer Delight:
We Connect To Over
23,000 CUSTOMERS
Directly In India
Our fully owned subsidiary in Switzerland caters to
the international market needs...
Technology Transfer
We h a ve e n t e r e d i n t o t e c h n o l o g y
association with Sree Chitra Tirunal
Institute for Medical Science and
Technology, Thiruvananthapuram, Kerala
The Memento towards Technology Transfer was handed over by Shri. for transfer of Technology for developing
Jagat Prakash Nadda, Honorable Union Minister for Health and Family Rapid Diagnostic Kit with Antibiogram for
Welfare at the 2nd Technology Conclave & Industry Meet held at Urinary Tract Infections and developing
Thiruvananthapuram to our Director Dr. D.M. Vasudevan. and marketing vein detector system.
Awards 2017-18
Accolades 2017-18
BOARD OF DIRECTORS
CORPORATE INFORMATION
Kochi Kochi
28 June 2018 28 June 2018
MESSAGE FROM
MANAGING DIRECTOR
reach INR 161 Million. The During the year, we signed the licensing agreement
with Hitachi Chemical Co. Ltd, Japan for
International business grew manufacture of fully automatic cartridge based
chemistry analyser. Further, on the reagent side,
by 23% and Domestic the Company is associating with Sree Chitra
business by 22% over the Tirunal Institute for Medical Sciences and
Technology, Thiruvananthapuram towards the
previous year. The Company development of Rapid Diagnostic Kits for Urinary
Tract Infections. Also we are associating with the
anticipates much superior same esteemed institute for development of vein
detector systems. Our focus area continues to be
performance in both revenue Clinical Chemistry, Immuno Chemistry and
and profits in the years to Haematology.
Thomas John
Managing Director
Annual Report 2017-2018
Board's
Report
The Company had taken several measures to consolidate 6 Dr.Damodaran Madhavi Vasudevan Executive Director
in showcasing Company's products to more than 1500 9 Mr. Baldev Raj Arora Non- Executive – Independent Director
customers in the Tier 2 and Tier 3 markets. Company's Additional Director- Non Executive – Non
10 Mr. Joseph John
Customer Loyalty program 'AG Privilege' was highly Independent Director
reasonable detail, accurately and fairly reflect the women at work place and an Internal Complaint
transactions and dispositions of the assets of the Committee in line with the requirements of the Sexual
company; Harassment of Women at Workplace (Prevention,
(2) provide reasonable assurance that transactions are Prohibition and Redressal) Act, 2013 and rules made
recorded as necessary to permit preparation of financial thereunder. The committee has been conducting
statements in accordance with generally accepted awareness programs on the policy. During the year under
a cco u n t i n g p r i n c i p l e s , a n d t h a t r e ce i pt s a n d review, the Company has not received any compliant of
expenditures of the company are being made only in sexual harassment.
accordance with authorisations of management and 29. Acknowledgments
directors of the company; and The Board of Directors wish to express their gratitude to
(3) provide reasonable assurance regarding prevention or all employees of the Company for their unstinted
timely detection of unauthorised acquisition, use, or commitment dedication and continued contribution to
disposition of the company's assets that could have a the Company. Your Directors sincerely acknowledge the
material effect on the financial statements. co n t r i b u t i o n a n d s u p p o r t r e ce i ve d f r o m t h e
The management has tested the controls for operating shareholders, customers, distributors, vendors, banks,
effectiveness and the Board believes that the Company auditors, legal advisors, consultants and other business
has, in all material respects, an adequate internal partners during the year.
financial controls system over financial reporting.
22. Risk Management
The Company recognizes that risk is an integral part of
business and is committed to managing the risks in a
proactive and efficient manner. With the assistance of a Kochi M Y Yohannan
reputed international consultancy firm, the Company 28 June 2018 (DIN -00150242)
has, during the year under review, developed and Chairman
implemented a comprehensive Risk Management
System to ensure that risks to the continued existence of
the Company as a going concern and to its growth are
identified and mitigated on a timely basis. The
management shall be responsible for risk identification
and analysis as well as the implementation, tracking and
reporting of defined mitigation plans, including periodic
reporting to the Audit Committee and the Board.
23. Employee Remuneration
The Company did not have any employee who was in REGISTERED OFFICE
receipt of remuneration above the limits laid down under
Section 197 read with Rule 5 of The Companies Agappe Diagnostics Ltd.
(Appointment and Remuneration of Managerial Room No. 401 & 402, 4th Floor,
Personnel) Rules, 2014. Jai Singh Business Centre, 119,
24. Share Capital Sahar Road, Parsiwada,
The paid up Equity Share Capital of the Company as on Andheri (East), Maharashtra – 400 099
31st March, 2018 was INR 61,299,040. During the year Tel: +91-222-4300 8000
under review, the Company has not issued any equity CIN: U24239MH1998PLC115413
shares either with or without differential voting rights
nor granted stock options or sweat equity to employees
of the Company.
25. Secretarial Standard
During the year, the Company has complied with the
applicable Secretarial Standard issued by Institute of
Company Secretaries of India.
26. Vigil Mechanism
The provisions of section 177(9) regarding establishment
of vigil mechanism are not applicable to the Company.
27. Fixed Deposits
During the year, the Company has not accepted any fixed
deposits attracting the provisions of Chapter V of the
Companies Act, 2013 and the rules there under.
28. Reporting on Sexual harassment of Women at
Workplace (Prevention, Prohibition and Redressal
Act, 2013
The Company has in place a policy on Prevention,
Prohibition and Redressal of Sexual Harassment of
Annexure 1
[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the
i CIN U24239MH1998PLC115413
ii Registration Date 18th June,1998
iii Name of the Company Agappe Diagnostics Limited
Company Limited by shares / Indian Non
iv Category / Sub-Category of the Company
Government Company
401-402, Jaisingh Business Centre, Sahar
Address of the Registered office and Road, Andheri (East) Mumbai -400099
v
contact details Tel: 022 43008008
Email.id - agappe@agappe.in
vi Whether listed company No
Name, Address and Contact details of
vii Nil
Registrar and Transfer Agent, if any
All the business activities contributing 10% or more of the total turnover of the company: -
% of
Holding/Subsidiary/As Applicabl
Sn. Name and Address of the Company * CIN/GLN shares
sociate e Section
held
1 Agappe Diagnostics Switzerland GMBH CHE-115.652.181 Subsidiary 100 2(87)
No. of Shares held at the beginning of the year No. of Shares held at the end of the year
% Change
(As on 01st April 2017) (As on 31st March 2018)
Category of Shareholders during the
% of Total % of Total
Demat Physical Total Demat Physical Total Year
Shares Shares
A. Promoter s
(1) Indian
a) Individual/ HUF - 4,889,704 4,889,704 79.77% - 4,889,704 4,889,704 79.77% 0.00%
b) Central Govt - - - 0.00% - - - 0.00% 0.00%
c) State Govt(s) - - - 0.00% - - - 0.00% 0.00%
d) Bodies Corp. - - - 0.00% - - - 0.00% 0.00%
e) Banks / FI - - - 0.00% - - - 0.00% 0.00%
f) Any other - - - 0.00% - - - 0.00% 0.00%
(1) Foreign - - - 0.00% - - - 0.00% 0.00%
a) NRI-Individual - - - 0.00% - - - 0.00% 0.00%
b) Other-Individual - - - 0.00% - - - 0.00% 0.00%
c) Bodies Corp. - - - 0.00% - - - 0.00% 0.00%
d) Banks / FI - - - 0.00% - - - 0.00% 0.00%
e) Any other - - - 0.00% - - - 0.00% 0.00%
Total shareholding of Promoter (A) - 4,889,704 4,889,704 79.77% - 4,889,704 4,889,704 79.77% 0.00%
Grand Total (A+B+C) - 6,129,904 6,129,904 100.00% - 6,129,904 6,129,904 100.00% 0.00%
Shareholding at the beginning of the year Shareholding at the end of the year
ie, 1st April, 2017 ie, 31st March, 2018
% of change in
Sn Name of shareholders %of Shares Pledged / % of total %of Shares Pledged /
% of total Shares of shareholding of the year
No. of Shares encumbered to total No. of Shares Shares of the encumbered to total
the company
shares company shares
1 Mr. Joseph John 1,336,674 21.81 - 1,336,674 21.81 - -
2 Mr.M Y Yohannan 1,195,641 19.5 - 1,195,641 19.5 - -
3 Mrs.Alice Yohannan 34,658 0.57 - 34,658 0.57 - -
4 Mr.Thomas John 1,452,008 23.69 - 1,452,008 23.69 - -
5 Mrs.Meena Thomas 274,658 4.48 - 274,658 4.48 - -
6 Mrs. Sangeeta Joseph 389,992 6.36 - 389,992 6.36 - -
7 Mrs.Mary Baby Meleth 150,000 2.45 - 150,000 2.45 - -
8 Mr V Chandrasekaran 28,800 0.47 - 28,800 0.47 - -
9 Mr. M P Abraham 27,273 0.44 - 27,273 0.44 - -
Total 4,889,704 79.77 - 4,889,704 79.77 - -
1 At the beginning of the year ie. 01.04.2017 4,889,704 79.77% 4,889,704 79.77%
iv) Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of
GDRs and ADRs)
Shareholding at the beginning of the year Shareholding at the end of the year
Sn Share Holder ie, 1st April, 2017 ie, 31st March, 2018
No of shares % of total shares of the company No of shares % of total shares of the company
1 Sycamore Holdings Limited 1,240,200 20.23 1,240,200 20.23%
Shareholding at the beginning of the year ie. Cumulative Shareholding at the end of the Year ie.
Sn Directors/ Key Managerial Personnel 01.04.2017 31.03.2018
No of shares % of total shares of the company No of shares % of total shares of the company
1 Mr.M Y Yohannan 1,195,641 19.5 1,195,641 19.5
2 Mr.Thomas John 1,452,008 23.69 1,452,008 23.69
3 Mrs.Meena Thomas 274,658 4.48 274,658 4.48
4 Mrs. Sangeeta Joseph 389,992 6.36 389,992 6.36
5 Mrs.Mary Baby Meleth 150,000 2.45 150,000 2.45
6 Mr. Joseph John* 1,336,674 21.81 1,336,674 21.81
7 Mrs. Sreevidya PM Company Secretary NIL NIL NIL NIL
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Particulars of Remuneration Mr. Thomas John Mrs. Mary Baby Meleth Mrs. Meena Thomas Mrs. Sangeetha Joseph Dr. D M Vasudevan
Gross Salary
(a) Salary as per provisions contained in Section
5,612,072 1,071,680 2,539,052 837,480 1,531,555
17(1) of the Income Tax Act, 1961
(b) Value of perquisites under Section 17(2)
Income Tax Act, 1961
(c) Profits in lieu of salary under Section 17(3)
Income Tax Act, 1961
Stock Options
Sweat Equity
Commission
- as % of profit
- Others, specify….
Others, please specify
Total (A) 5,612,072 1,071,680 2,539,052 837,480 1,531,555
Amount INR
Particulars of Remuneration Key Managerial Personnel
Mrs. Sreevidya PM , Company Secretary
Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income Tax
Act, 1961 757,740
(b) Value of perquisites under Section 17(2) Income Tax Act, 1961
(c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961
Stock Options
Sweat Equity
Commission
- as % of profit
- Others, specify….
Others, please specify
Total (A) 757,740
During the financial year 2016-17, 5 (Five) Board meeting were held on 26th April, 2017, 28th June ,2017, 26th
September, 2017, 28th December, 2017 and 22nd March ,2018. The last Annual General Meeting of the
company was held on 14th August, 2017. The attendance record of the Directors at the Board meetings
during the year ended on 31st March 2018 and last AGM is as under.
Annexure 2
i. Audit Committee
The Audit Committee of the Board has been constituted on 26 th September, 2017 in accordance with the
provisions of Section 177 of the Companies Act, 2013 and the Companies (Meetings of Board and its powers)
During the financial year ended 31st March 2018, Audit committee met 2 times on 5th December, 2017 and
15th February, 2018.
No of meetings attended/held
Name of the members Category
during the FY 2017-18
Mr. Thomas John Executive Director 2 of 2
Mr. C Balagopal Non -Executive Independent Director 1 of 2
Mr. Baldev Raj Arora Non -Executive Independent Director 2 of 2
qualified to become directors and who may be appointed in senior management of the Company, formulate
criteria for determining qualification, positive attributes and independence of a director, recommend to the
Board appointment and removal of a director and Senior Management, evaluate the Board’s performance
and carry out evaluation of every director’s performance and other matters prescribed in the Nomination &
Remuneration Committee Policy in accordance with the provisions of section 178 of the Companies
Act,2013. Pursuant to the provisions of Companies (Amendment ) Act,2017, a copy of the policy is uploaded
in the website of the Company and the website link for the same is
http://agappe.com/beta/ckfinder/userfiles/files/Nomination%20and%20Remuneration%20Policy.pdf
During the financial year ended 31st March, 2018, NRC committee met on 5th December, 2018.
No of meetings attended/held
Name of the members Category
during the FY 2017-18
Additional Director- Non- Executive – Non
Mr. Joseph John 1 of 1
Independent Director
Mr M Y Yohannan Non-Executive -Non Independent Director 1 of 1
Mr. C Balagopal Non -Executive Independent Director 0 of 1
Mr. Baldev Raj Arora Non -Executive Independent Director 1 of 1
Section 135 of the Companies Act,2013 and the Companies (Corporate Social Responsibility Policy) Rules,
During the financial year ended 31st March, 2018, the CSR Committee met 3 times on 5th June, 2017, 5th
December, 2017 and 15th February, 2018.
*Mrs. Sangeeta Joseph joined as a member with effect from 28.06.2017 as per the reconstitution of the
Committee approved by the Board.
**Dr. D M Vasudevan ceased to be a member with effect from 06.06.2017 as per the reconstitution of the
Committee approved by the Board.
1.A brief outline of the company’s CSR policy, including overview of projects or programs proposed
to be undertaken.
The Company has framed CSR policy in accordance with the provisions of Section 135 of the Companies Act,
2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. This CSR Policy was approved
by the Board of Directors on 08.12.2014. The purpose of this policy document is to crystallize the philosophy
of the Company regarding its responsibility as a corporate citizen and to lay down the guidelines and
mechanism for undertaking socially useful programs for welfare & sustainable development of the
community at large and the same is placed on the company’s website and the web link for the same is
http://agappe.com/beta/ckfinder/userfiles/files/CSR%20Policy.pdf
Engage proactively with all stakeholders to actively contribute to the socio-economic development of
the periphery/community in which it operates.
Directly or indirectly take up programs that benefits the communities in & around its locations and
thereby, over a period of time, enhancing the quality of life & economic wellǦbeing of the local
population.
To generate, through its CSR initiatives, a community goodwill for the Company and help reinforce a
positive & socially responsible image of the Company as a corporate entity.
3. The average net profit of the company for last three financial years: INR. 92.06 Million
(a) Total amount to be spent for the financial year : INR 1.84 Million
(b) Amount unspent, if any : NIL
(c) Manner in which the amount spent during the financial year is detailed below:
6. The CSR Committee of Agappe Diagnostics Limited confirms that the implementation and
monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.
The details of CSR activities undertaken in the financial year are placed on the company’s website and the
web link for the same is http://agappe.com/beta/ckfinder/userfiles/files/CSR%20Activities%202017-18.pdf
M Y Yohannan
Place: Kochi (DIN -00150242)
Date: 28 June 2018 Chairman
Annexure 3
Form AOC-I
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules,
2014)
Notes: The following information shall be furnished at the end of the statement:
2. Names of subsidiaries which have been liquidated or sold during the year. NA
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies
and Joint Ventures NA
For and on behalf of the Board
Annexure 4
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and
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 arm’s
length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm’s length basis: Not applicable
Annexure 5
The conservations of energy, technology absorption, foreign exchange earnings and outgo, during
the year in terms of actual outflows:
A) Conservation of energy:
A new Reagent Facility with state-of-the-art technology for the manufacture of reagents had been put into
operation in the previous year. Salient features, in energy conservation point of view, of this plant are
summarized as below:
1. Total connected load of the entire installations is about 1696.618 kW and a 1000 kVA resin cast, dry
type distribution transformer with forced air cooling to obtain optimum operational efficiency has
been installed. Load parameters are being monitored and managed using SCADA (Supervisory
Control and Data Acquisition) system.
2. The electric power supply voltage during peak-hours is noted to be considerably low leading to
reliance on DG Sets. Company has successfully installed an automatic On-Load-Tap-Changing
(OLTC) system to avoid this phenomenon. The operation of DG set during these low voltage
conditions has been avoided, thereby resulting in savings in diesel cost.
3. Power factor of the entire system is maintained between 0.99 lagging to unity thereby reducing the
maximum power demand and subsequently bringing down the power cost.
4. To provide hundred percent standby power supply, Diesel Generator set of 500 kVA & 250 kVA
capacity with intelligent fuel governor to reduce specific fuel consumption has been put into
operation.
5. A single screw compressor chiller with a stand-by chiller, which is more efficient than twin screw
and rotary types, were installed to take care HVAC requirement. This arrangement enabled the
servicing/maintenance of chillers without shut down of the AC system.
6. All Air Handling Units (AHUs) are fitted with numerical type Building Management System (BMS),
enabling remote monitoring and operation to improve operational efficiency.
7. Solar type water heating system of about 1000 litres capacity is installed to take care hot water
requirement for cleaning of mixing vessels and tanks.
8. Compact Fluorescent Lamps (CFL) are installed in all light fixtures to reduce energy loss. Clean
room light fixtures are top openable type from walkable ceilings for easy maintenance even during
operating time of the rooms thus avoiding shut down of clean room plants. High efficiency area
lighting fixtures fitted with LED lamps are used for road lighting.
9. Rain-water harvesting method with a network of collection pipes and an abandoned quarry is
practiced for daily water requirement for manufacturing and personal use instead of using ground
water from tube wells thus reducing pumping cost and conserving natural water.
10. Successfully operating ETP (Effluent Treatment Plant) with a treatment capacity of 60,000 lts per
day. The treated water form ETP is used for drip irrigation, thus reducing the domestic water
consumption.
Additional investments and proposals, if any, being implemented for reduction of energy
consumption.
1. A scheme has been prepared to replace the light fixtures in phased manner with high efficiency
Light Emitting Diode (LED) lamps.
2. Company is planning to implement various steps to reduce the water consumption and planning to
change the push type taps with pressmatic taps with outward water regulations.
3. Old and high power consuming air conditioning units are being replaced with 5 star rated units.
4. Company is also planning to install a 100 kVA Grid Type Solar System to reduce the KSEB energy
consumption. (Approx. 400 unit saving per day)
FY - 2017-18 FY - 2016-17
1. Electricity
(a) Purchased
Unit (KWH) 1,192,032 1,156,304
Total amount 8,263,260 8,361,408
Rate / Unit 6.93 7.23
b) Own Generation
(i) Through diesel generator
Unit (KWH) 103,968 124,317
Total amount 2,085,184 2,373,139
Cost / unit 20.06 19.09
(ii) Through Steam turbine / generator NA NA
Units
Units per ltr. Of fuel oil/gas
Cost/unit
2. Coal NA NA
Where used
Quantity (Tonnes)
Total Cost
Average Rate
3. Furnace Oil NA NA
Quantity (K Ltrs)
Total Amount
Average Rate
4. Others / Internal Generation NA NA
Quantity
Total Cost
Rate/unit
B) Technology absorption
Form B
The Company an in-house R&D facility approved by the Department of Scientific and Industrial Research of
the Government of India with dedicated teams for equipment as well as reagents. On the equipment front,
the R&D activities primarily consist of:
The main objective of the Company’s R&D function is to develop the technology and capability for
manufacturing equipment and reagent locally thereby reducing the reliance on imported products and
technology. Such R&D activities have helped generate the following key benefits:
x Cost effective solutions for labs and hospitals compared to imported products
x Making cost of diagnostics testing affordable to final consumer
x Customized and innovative offerings for different classes of customers
The Company will continue to invest in people and infrastructure to further develop its R&D capabilities so
that it can compete at national and international level. The Company also plans to increase the allocation to
R&D expenditure in terms of percentage of turnover in the coming years.
4 Expenditure on R & D
C) Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms of actual inflows during
the year and the Foreign Exchange outgo during the year in terms of actual outflows
M Y Yohannan
(DIN -00150242)
Chairman
REGISTERED OFFICE
Agappe Diagnostics Ltd.
Room No. 401 & 402, 4th Floor,
Jai Singh Business Centre, 119,
Sahar Road, Parsiwada,
Andheri (East), Maharashtra – 400 099
Tel: +91-222-4300 8000
CIN: U24239MH1998PLC115413
Standalone
Financial
Statements
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone financial statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted
in India of the state of affairs of the Company as at 31 March 2018, its profit and its cash flows for the
year ended on that date.
(a) we have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit;
(b) in our opinion proper 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 and the cash flow statement dealt with by
this Report are in agreement with the books of account;
(d) in our opinion, the aforesaid standalone financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014;
(e) on the basis of the written representations received from the directors as on 31 March 2018
taken on record by the Board of Directors, none of the directors is disqualified as on 31
March 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 with reference to standalone
financial statements of the Company and the operating effectiveness of such controls, refer to
our separate report in “Annexure B”; and
Baby Paul
Partner
Membership number: 218255
Kochi
28 June 2018
According to the information and explanations given to us, no undisputed amounts payable in
respect of Provident Fund, Employee State Insurance, Income Tax, Service Tax, Duty of
Customs, Duty of Excise, Value Added Tax, Goods and Service Tax, cess and any other
material statutory dues were in arrears, as at 31 March 2018, for a period of more than six
months from the date they became payable.
(b) According to the information and explanations given to us, there are no dues of Income Tax
or Sales Tax or Service Tax or Duty of Customs or Duty of Excise or Value Added Tax which
have not been deposited by the Company on account of disputes, except for the following:
* Rs 2,864,020 has been paid/ adjusted by the department under protest against the primary
demand. Further, subsequent to the year end, the Company has received a favourable order
ITAT on 18 May 2018 with respect to this dispute.
(viii) In our opinion and according to the information and explanations given to us, the Company has
not defaulted in repayment of loans or borrowings to financial institutions and banks. The
Company did not have any outstanding loans or borrowings from government and there are no
dues to debenture holders during the year.
(ix) According to the information and explanations given to us and based on examination of the records
of the Company, has not raised any money by way of initial public offer or further public offer
(including debt instruments) or term loans during the year.
(x) According to the information and explanations given to us, no material fraud by the Company or
on the Company by its officers or employees has been noticed or reported during the course of our
audit.
(xi) According to the information and explanations given to us and based on examination of the records
of the Company, the Company has paid/ provided managerial remuneration in accordance with
the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the
Act.
(xii) According to the information and explanations given to us, in our opinion, the Company is not a
Nidhi Company as prescribed under Section 406 of the Act.
(xiii) According to the information and explanations given to us and based on our examination of the
records of the Company, transactions with the related parties are in compliance with Sections 177
and 188 of the Act, where applicable, and details of such transactions have been disclosed in the
standalone financial statements as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and based on our examination of the
records of the Company, the Company has not made preferential allotment or private placement
of shares or fully or partly convertible debentures during the year.
Further, according to the information and explanations given to us and based on our examination
of the records of the Company, we report that the amounts raised in earlier years have been used
for the purpose for which the funds were raised.
(xv) According to the information and explanations given to us and based on our examination of the
records of the Company, the Company has not entered into non-cash transactions with directors
or persons connected with him.
(xvi) According to the information and explanation given to us and in our opinion the Company is not
required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Baby Paul
Partner
Membership number: 218255
Kochi
28 June 2018
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 with reference to standalone financial statements of
Agappe Diagnostics Limited (‘the Company’) as of 31 March 2018 in conjunction with our audit of
the standalone financial statements of the Company for the year ended on that date.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls with reference to
standalone financial statements 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 the 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 ICAI. Those Standards and
the Guidance Note require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether adequate internal financial controls with reference to
standalone financial statements was established and maintained and if such controls operated
effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls with reference to standalone financial statements and their operating effectiveness. Our
audit of internal financial controls with reference to standalone financial statements included obtaining
an understanding of internal financial controls with reference to standalone financial statements,
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 judgment, including the assessment of the risks of material misstatement of the standalone
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 with reference to standalone financial
statements.
Inherent Limitations of Internal Financial Controls with reference to Standalone Financial statements
Because of the inherent limitations of internal financial controls with reference to standalone financial
statements, including the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the
internal financial controls with reference to standalone financial statements to future periods are subject to the
risk that the internal financial control with reference to standalone financial statements 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 with reference
to standalone financial statements and such internal financial controls with reference to standalone financial
statements were operating effectively as at 31 March 2018, based on the internal control with reference to
standalone financial statements 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 ICAI.
Baby Paul
Partner
Membership number: 218255
Kochi
28 June 2018
Sreevidya P M
Company Secretary
Membership No.: ACS23905
Kochi Kochi
28 June 2018 28 June 2018
Expenses
Cost of material consumed 2.23 344,316,351 331,612,674
Purchase of stock-in-trade 2.24 382,702,789 257,363,572
Changes in inventories of finished goods, work-in-progress and stock-in- (23,978,307) (16,934,432)
2.25
trade
Employee benefits expense 2.26 288,564,835 243,848,638
Finance costs 2.27 21,785,189 25,396,664
Depreciation and amortisation 2.28 57,687,886 51,869,222
Other expenses 2.29 305,788,127 251,824,949
CSR expenditure 2.30 2,052,044 4,929,915
Total expenses 1,378,918,914 1,149,911,202
Profit before taxes 160,774,351 114,454,342
Tax expenses 2.31
Current tax 49,400,000 24,551,558
Current tax/(credit) - earlier years 41,897 (184,147)
MAT credit entitlement - (5,591,558)
MAT credit entitlement - earlier years (1,782,048)
Deferred tax charge/(benefit) (1,524,831) 14,985,977
Deferred tax charge/(benefit) - earlier years - 4,624,982
Profit after taxes 114,639,333 76,067,530
Earnings per share (equity share of par value of Rs.10 each) 2.33
Basic and diluted 18.70 12.41
Significant accounting policies 1
The notes referred to above form an integral part of the standalone statement of profit and loss
As per our report of even date attached
for B S R & Associates LLP for and on behalf of the Board of Directors of
Chartered Accountants Agappe Diagnostics Limited
Firm's registration number: 116231W/W-100024 CIN: U24239MH1998PLC115413
Sreevidya P M
Company Secretary
Membership No.: ACS23905
Kochi Kochi
28 June 2018 28 June 2018
Sreevidya P M
Company Secretary
Membership No.: ACS23905
Kochi Kochi
28 June 2018 28 June 2018
Computer software 6
Post-employment benefits
Defined contribution plans
Contributions payable to the recognized provident fund, which is a defined contribution scheme, is made
monthly at predetermined rates to the appropriate authorities and charged to the statement of profit and
loss on an accrual basis. There are no other obligations other than the contribution payable to the
respective fund.
Defined benefit plans
Gratuity, a defined benefit scheme, is accrued based on an actuarial valuation at the balance-sheet date,
carried out by an independent actuary. The present value of the obligation under such defined benefit
plan is determined based on an actuarial valuation using the projected unit credit method, which
recognizes each period of service as giving rise to additional units of employee benefit entitlement and
measures each unit separately to build up the final obligation.
Compensated absences
The employees can carry-forward a portion of the unutilized accrued compensated absences and utilise
it in future service periods or receive cash compensation. The Company records an obligation for such
compensated absences in the period in which the employee renders the services that increase this
entitlement. The obligation is measured on the basis of independent actuarial valuation using the
projected unit credit method.
Ordinary equity shares: All the equity shares rank equally with regard to dividends and share in the Company's residual assets. The equity shares are entitled to
receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to share of paid-up
equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.
Failure to pay any amount called up on the shares may lead to the forfeiture of shares. On winding up of the Company, the holders of the equity shares will be
entitled to receive the residual assets of the Company, remaining after the distribution of all preferential amounts in proportion to the number of equity shares held.
Class A equity shares: In the event of a liquidation event, the holders of the Class A equity shares shall be entitled to receive the amounts specified therein in
priority to all other holders of equity securities of the Company. The Class A equity holder, under the Investment Agreement (IA), has a right to exit through one
or more of the methods agreed therein. Such holder shall also have a right, to exercise a Put Option at a specified value, which is exercisable only on the
occurrence of an Event of Default under the IA. In all other respects, the Class A equity shares shall rank pari passu with the other equity shares of the Company.
(b) Details of shareholders holding more than 5% shares of the Company in each class of shares
As at 31 March 2018 As at 31 March
Number % holding Number % holding
of shares in the class of shares in the class
Equity shares of Rs. 10 each fully paid up held by
Mr. Thomas John 1,452,008 29.10% 1,452,008 29.10%
Mr. Joseph John 1,336,674 26.79% 1,336,674 26.79%
Mr. M.Y.Yohannan 1,195,641 23.96% 1,195,641 23.96%
Mrs. Meena Thomas 274,658 5.50% 274,658 5.50%
Mrs. Sangeeta Joseph 389,992 7.82% 389,992 7.82%
As at As at
31 March 2018 31 March 2017
2.2 Reserves and surplus
General reserve
Balance at the beginning and end of the year 29,321,600 29,321,600
Securities premium
Balance at the beginning and end of the year 388,568,350 388,568,350
Axis Bank Limited Secured by hypothecation charge on the entire movable fixed assets of the Company both Base rate plus 1% 64 Months - 288,000
present and future other than those purchased on hire purchase basis. Collateral security being
equitable mortgage of 8 parcels of properties of the Company and by personal guarantees of
directors and shareholders of the Company.
Axis Bank Limited Secured by hypothecation charge on the entire movable fixed assets of the Company both Base rate plus 1% 59 Months - 3,790,000
present and future other than those purchased on hire purchase basis. Collateral security being
equitable mortgage of 8 parcels of properties of the Company and by personal guarantees of
directors and shareholders of the Company.
Axis Bank Limited Secured by hypothecation charge on the entire movable fixed assets of the Company both Base rate plus 1% 36 months - 375,000
present and future other than those purchased on hire purchase basis. Collateral security being
equitable mortgage of 8 parcels of properties of the Company and by personal guarantees of
directors and shareholders of the Company.
Axis Bank Limited Secured by hypothecation charge on the entire movable fixed assets of the Company both Base rate plus 1% 36 months - 1,333,000
present and future other than those purchased on hire purchase basis. Collateral security being
equitable mortgage of 8 parcels of properties of the Company and by personal guarantees of
directors and shareholders of the Company.
Axis Bank Limited Secured by hypothecation charge on the entire movable fixed assets of the Company both Base rate plus 1% 60 months - 2,500,000
present and future other than those purchased on hire purchase basis. Collateral security being
equitable mortgage of 8 parcels of properties of the Company and by personal guarantees of
directors and shareholders of the Company.
HDFC Bank Limited Vehicle loan is secured by hypothecation of vehicles purchased using the term loan. 10% 60 months - 283,492
Kotak Mahindra Vehicle loan is secured by hypothecation of vehicles purchased using the term loan. 9.83% 60 months - 1,332,495
Prime Limited
Note 1 - There is no continuing default in the repayment of the principal and interest amount with respect to above mentioned loans as at 31 March 2018
Note 2 - Refer Note 2.9 for the details of current maturities of long-term borrowings
66
Annual Report 2017-2018
Annual Report 2017-2018
68
Annual Report 2017-2018
Annual Report 2017-2018
Notes:
1. Claims against the Company not acknowledged as debts for the year ended 31 March 2018 includes the
following litigations:
a. The Company has received excise duty demand of Rs. 2,406,899 for the period April 2010 to May 2011, on
account of inappropriate classification of the goods in the monthly return. Management believes that the
position taken by it on the matter is tenable and hence, no adjustment has been made to the financial statements.
The Company has filed an appeal against the demands received.
b. The Company has received Income Tax demand of Rs. 2,864,020 for the assessment year 2012-13, on account
of disallowance of weighted deduction under section 35 (2AB) of Income Tax Act 1961. Management believes
that the position taken by it on the matter is tenable and hence, no adjustment has been made to the financial
statements. 100% of the demand has been paid/adjusted by the department and the matter is pending before
the Income Tax Appellate Tribunal.
Further during the year 2017-18, the department issued penalty notice under section 271(1)C with respect to
above matter amounting to Rs. 2,052,650. The company filed appeal against the penalty order before the CIT-
Appeals in April 2018. However, subsequent to the year end, the Company has received a favourable order
from ITAT on 18 May 2018 with respect to this dispute.
c. The Income Tax department issued penalty notice under section 271(1)C of the Income Tax Act 1961for
furnishing in accurate particulars with regard to weighted deduction under section 35 (2AB), in the return of
income filed by the company for the FY 2013-14. The penalty amount was Rs. 13,96,790/-. The company filed
appeal against the penalty order before the Commissioner of Income Tax - Appeals in August 2017.
Management believes that the position taken by it on the matter is tenable and hence, no adjustment has been
made to the financial statements.
d. Company has received Show Cause Notice (SCN) No. 40/2015 demanding recovery of ineligible CENVAT
of Rs. 1,977,208 in respect to commission paid to overseas subsidiary. Even though the company got
favourable order from the Additional Commissioner of Central Excise & Customs, the department filed appeal
against the order before the Commissioner of Central Excise & Customs (Appeals). Since there are similar
settled judgements available in favour of the company, no adjustment has been made to the financial
statements.
e. Company has received Show Cause Notice (SCN) No. 10/2016-CE demanding recovery of ineligible
CENVAT Credit in respect of the goods returned by the customers. The total amount of credit availed during
May 2014 to February 2016 was Rs. 288, 905 which was the demand in the SCN. Even though the company
got a favourable order from the Assistant Commissioner of Central Excise & Customs, the department filed
appeal before the Commissioner (Appeals) against that order. Since there are similar settled judgements
available in favour of the company, no adjustment has been made to the financial statements.
f. The Company has received order under section 7A of Provident Fund and Miscellaneous Provision Act, 1952
demanding Rs. 3,913,814 for the period of April 2006 to April 2011 and May 2011 to July 2012. Management
believes that the position taken by it on the matter is tenable and hence, no adjustment has been made to the
financial statements. Management have received a legal opinion in this regard. Company has filed appeal
before Employees Provident Fund Appellate Tribunal.
Agappe Diagnostics Limited 73
Annual Report 2017-2018
2. Employee bonus refers to bonus payable to employees for the amount of Rs. 2,716,150 as per Payment of
Bonus (Amendment) Act 2015 vis-à-vis retrospective application from 1 April 2014 to 31 March 2015.
Company has relied on stay petition granted by the Honorable High Court of Kerala and Honorable High
Court Madras against retrospective application of Payment of Bonus (Amendment) Act 2015 from 1 April
2014. Pending disposal of the case, no provision has been made in the books of accounts.
2.34 Auditor’s remuneration (included in legal and professional fees, excluding service tax)
Year ended Year ended
Particulars 31 March 2018 31 March 2017
Statutory audit 1,000,000 950,000
Taxation matters 310,885
Other services 782,770 150,000
Total 2,093,655 1,100,000
The estimates of future salary increases, considered in actuarial valuation, take into account inflation, seniority,
promotion and other relevant factors such as supply and demand factors in the employment market.
Agappe Diagnostics Limited 75
Annual Report 2017-2018
2.40 Leases
The Company is obligated under non-cancellable operating leases for its premises and computers. Total
rental expenses under such leases amounted to Rs. 5,050,745 (previous year: Rs 4,360,427). Future minimum
lease payments due under non-cancellable operating leases are as follows:
Particulars As at As at
31 March 2018 31 March 2017
Not later than one year 4,310,458 1,486,272
Later than one year but not later than five years 2,320,293 -
Later than five years - -
The Company is obligated under cancellable operating leases for office and residential space. Total rental
expense under cancellable operating leases during the year was Rs. 3,797,995 (Previous year: Rs. 223,300).
(i) Agappe
Diagnostics Sales 125,376,890 119,475,369 42,480,701 38,329,996
Switzerland Commission 11,386,918 11,061,733 (2,381,446) (2,179,643)
GmbH expense
(ii) Thomas John Remuneration 5,612,072* 5,402,772*
Dividend 4,356,024 1,452,008
Rent 45,000 60,000 (5,000)
-
(iii) Meena Thomas Remuneration 2,539,052* 2,460,372* - -
Dividend 823,974 274,658
The accounting principles consistently used in the preparation of the financial statements are consistently
applied to record income and expenditure in individual segments. These are set out in the note on
significant accounting policies
i. Segment revenue and expenses:
Segment revenue and expenses are categorised based on items that are directly identifiable to that
segment. It does not include interest income, interest expense and income tax.
ii. Segment assets and liabilities:
Segment assets include all operating assets used by the segment and consist principally of trade
receivables, other current assets and loans and advances (excluding advance tax). Segment liabilities
include trade payables, creditors for expenses and other operating liabilities and provisions
(excluding provision for tax).
Agappe Diagnostics Limited 77
Annual Report 2017-2018
Trade receivables As at As at
31 March 2018 31 March 2017
India 280,174,682 178,415,153
Rest of the world 61,933,391 43,550,857
342,108,073 221,966,010
Provision for warranty is estimated by the management on the basis of technical evaluation and past
experience. Provision is made for estimated liability in respect of warranty costs in the year of sale of
goods. These provisions are expected to be utilised within a period of one year.
During the previous year, the Company had specified bank notes or other denomination note as
defined in the MCA notification G.S.R. 308(E) dated March 31, 2017 on the details of Specified
Bank Notes (SBN) held and transacted during the period from November 8, 2016 to December, 30
2016, the denomination wise SBNs and other notes as per the notification is given below:
Other
Particulars SBNs* denomination Total
notes
Closing cash in hand as on November 8, 2016 12,000 9,221 21,221
(+) Permitted receipts - 184,853 184,853
(-) Permitted payments - 168,034 168,034
(-) Amount deposited in Banks 12,000 - 12,000
Closing cash in hand as on December 30, 2016 NIL 26,040 26,040
* For the purposes of this clause, the term ‘Specified Bank Notes’ shall have the same meaning provided
in the notification of the Government of India, in the Ministry of Finance, Department of Economic
Affairs number S.O. 3407(E), dated the 8th November, 2016.
Previous year’s proposed dividend and dividend distribution tax thereon have been reversed during the
year into the surplus in statement of profit and loss account, considering the fact that the same is not an
adjusting event. Further, the actual payment of this dividend and tax there on, has been shown as reduction
from the surplus in statement of profit and loss of the current year.
2.49 The Company has established a comprehensive system of maintenance of information and documents as
required by the transfer pricing legislation under sections 92- 92F of the Income-tax Act, 1961. Since the
law requires existence of such information and documentation to be contemporaneous in nature, the
Company is in the process of updating this information. The Company is required to update and put in
place information latest by the due date for filling of its income tax return. Management is of the opinion
that its international transactions are at arm's length so that the aforesaid update will not have any impact
on the financial statements
2.50 Previous year’s figure have been regrouped and reclassified, wherever necessary to confirm to current
year’s presentation.
Sreevidya P M
Company Secretary
Membership No.: ACS23905
Kochi Kochi
28 June 2018 28 June 2018
7KLVSDJHKDVEHHQLQWHQWLRQDOO\OHIWEODQN
Agappe Diagnostics Limited 82
Annual Report 2017-2018
Consolidated
Financial
Statements
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
While conducting the audit, we have taken into account the provisions of the Act, the accounting and
auditing standards and matters which are required to be included in the audit report under the provisions
of the Act and the Rules made 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 consolidated financial statements are free from
material misstatement.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid consolidated financial statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the accounting principles generally accepted
in India, of the consolidated state of affairs of the Group as at 31 March 2018, and their consolidated
profit and consolidated cash flows for the year ended on that date.
(b) in our opinion, proper books of account as required by law relating to preparation of the
aforesaid consolidated financial statements have been kept by the Company so far as it appears
from our examination of those books;
(c) the consolidated balance sheet, the consolidated statement of profit and loss and the
consolidated cash flow statement dealt with by this Report are in agreement with the books of
account maintained for the purpose of preparation of the consolidated financial statements;
(d) in our opinion, the aforesaid consolidated financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014;
(e) on the basis of the written representations received from the directors of the Holding Company
as on 31 March 2018 taken on record by the Board of Directors of the Holding Company,
none of the directors of the Holding Company is disqualified as on 31 March 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 with reference to financial
statements of the Group and the operating effectiveness of such controls, refer to our separate
report in “Annexure A”; 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 consolidated financial statements disclose the impact of pending litigations on the
consolidated financial position of the Group – Refer Note 2.31 to the consolidated financial
statements;
ii. the Group did not have any material foreseeable losses on long-term contracts including
derivative contracts during the year ended 31 March 2018.
iii. there are no amounts which are required to be transferred to the Investor Education and
Protection Fund by the Holding Company during the year ended 31 March 2018.
iv. the disclosures in the consolidated financial statements regarding holdings as well as
dealings in specified bank notes during the period from 8 November 2016 to 30 December
2016 have not been made since they do not pertain to the financial year ended 31 March
2018. However amounts as appearing in the audited consolidated financial statements for
the period ended 31 March 2017 have been disclosed.
Baby Paul
Partner
Membership No.: 218255
Kochi
28 June 2018
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of
the Companies Act, 2013 (‘the Act’)
In conjunction with our audit of the consolidated financial statements of the Group as of and for the year
ended 31 March 2018, we have audited the internal financial controls with reference to financial
statements of Agappe Diagnostics Limited (“the Holding Company”) as of that date. The Group does not
have any subsidiaries incorporated in India.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Holding Company's internal financial controls with
reference to financial statements 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 the 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 ICAI. Those Standards and
the Guidance Note require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether adequate internal financial controls with reference to
financial statements was established and maintained and if such controls operated effectively in all
material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls with reference to financial statements and their operating effectiveness. Our audit of
internal financial controls with reference to financial statements included obtaining an understanding
of internal financial controls with reference to financial statements, 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 judgment, including the
assessment of the risks of material misstatement of the 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 Holding Company’s internal financial controls with reference to financial
statements.
Opinion
In our opinion, the Holding Company has, in all material respects, an adequate internal financial controls
with reference to financial statements and such internal financial controls with reference to financial
statements were operating effectively as at 31 March 2018, based on the internal control with reference
to financial statements criteria established by the Holding 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 ICAI.
Baby Paul
Partner
Membership No.: 218255
Kochi
28 June 2018
Sreevidya P M
Company Secretary
Membership No.: ACS23905
Kochi Kochi
28 June 2018 28 June 2018
Sreevidya P M
Company Secretary
Membership No.: ACS23905
Kochi Kochi
28 June 2018 28 June 2018
The notes referred to above form an integral part of the consolidated cash flow statement
As per our report of even date attached.
for B S R & Associates LLP for and on behalf of the Board of Directors of
Chartered Accountants Agappe Diagnostics Limited
Firm's registration number: 116231W/W-100024 CIN: U24239MH1998PLC115413
Sreevidya P M
Company Secretary
Membership No.: ACS23905
Kochi Kochi
28 June 2018 28 June 2018
(iii) The consolidated financial statements are presented, to the extent possible, in the same format as
that adopted by the holding company for its separate standalone financial statements.
(iv) The consolidated financial statements are prepared using uniform accounting policies for like
transactions and other events in similar circumstances.
The consolidated financial statements include the results of the subsidiaries as listed below:
Computer software 6
1.8 Depreciation
Depreciation on property, plant and equipment is provided on the straight-line method over the useful
lives of assets estimated by the Management. Residual value, being insignificant, is considered as Re. 1
while calculating depreciable value. Depreciation for the assets purchased/sold during a period is
proportionately charged.
Leasehold land and improvements are amortised on a straight line basis over the period of lease or
estimated useful life, whichever is shorter.
The management estimates the useful lives for the property, plant and equipment as under:
Class of assets Years
Office buildings 60
Factory buildings 30
Plant and equipment* 2-15
Electrical fixtures 10
Vehicles 8
Office equipment 5
Servers and network equipment 6
Computers 3
Furniture and fixtures 10
* For the above mentioned class of assets, the Company believes that the useful lives as given above best
represent the useful lives of assets based on an internal assessment and supported by technical advice,
where necessary, which is different from the useful lives as prescribed under Part C of Schedule II of the
Companies Act 2013.
1.9 Impairment of assets
The Company assesses at each balance sheet date whether there is any indication that an asset forming
part of its cash generating units may be impaired. If any such indications exist, the Company estimates
the recoverable amount of the asset or the group of assets comprising, a cash generating unit. For an asset
or a group of assets that does not generate largely independent cash flows, the recoverable amount is
determined for the cash generating unit to which the asset belongs. If such recoverable amount of the
asset or the recoverable amount of the cash generating unit to which the assets belongs is less than the
carrying amount, the carrying amount is reduced to its recoverable amount. The recoverable amount is
the greater of the assets net selling price and value in use. In assessing the value in use, the estimated
future cash flows are discounted to their present value at the weighted average cost of capital. The
reduction is treated as an impairment loss and is recognized in the statement of profit and loss. If at the
balance sheet date there is an indication that a previously assessed impairment loss no longer exists, the
recoverable amount is reassessed and the asset is reflected at the recoverable amount. An impairment
loss is reversed only to the extent that the carrying amount of the asset does not exceed the book value
that would have been determined; if no impairment loss has been recognized.
1.10 Inventories
Inventories are carried at the lower of cost and net realizable value. Cost comprises purchase price, cost
of conversion and other costs incurred in bringing the inventory to its present location and condition.
The cost is calculated on specific identification basis. Production overheads used for the valuation of
finished goods are allocated on the basis of normal capacity of production facilities.
The comparison of cost and net realisable value of inventory is made on an item by item basis. The net
realisable value of work in progress is determined with reference to the selling prices of related finished
goods. Raw materials and other supplies held for use in production of inventories are not written down
below cost except in cases where material prices have declined and it is estimated that the cost of the
finished goods will exceed their net realisable value.
The provision for inventory obsolescence is assessed annually and is provided as considered necessary.
Post-employment benefits
Defined contribution plans
Contributions payable to the recognized provident fund, which is a defined contribution scheme, is made
monthly at predetermined rates to the appropriate authorities and charged to the statement of profit and
loss on an accrual basis. There are no other obligations other than the contribution payable to the
respective fund.
Defined benefit plans
Gratuity, a defined benefit scheme, is accrued based on an actuarial valuation at the balance-sheet date,
carried out by an independent actuary. The present value of the obligation under such defined benefit
plan is determined based on an actuarial valuation using the projected unit credit method, which
recognizes each period of service as giving rise to additional units of employee benefit entitlement and
measures each unit separately to build up the final obligation.
Compensated absences
The employees can carry-forward a portion of the unutilized accrued compensated absences and utilise
it in future service periods or receive cash compensation. The Company records an obligation for such
compensated absences in the period in which the employee renders the services that increase this
entitlement. The obligation is measured on the basis of independent actuarial valuation using the
projected unit credit method.
Securities premium
Balance at the beginning and end of the year 388,568,350 388,568,350
Kotak Mahindra Vehicle loan is secured by hypothecation of vehicles purchased using the term loan. 9.83% 60 months - 1,332,495
Prime Limited
Note 1 - There is no continuing default in the repayment of the principal and interest amount with respect to above mentioned loans as at 31 March 2018
Note 2 - Refer Note 2.9 for the details of current maturities of long-term borrowings
100
Annual Report 2017-2018
Agappe Diagnostics Limited
Notes to the consolidated financial statements (continued)
(All amounts in Indian rupees, except share data and where otherwise stated)
As at As at
31 March 2018 31 March 2017
2.4 Deferred tax liabilities (net)
Deferred tax liability
Arising from timing differences in respect of:
Property, plant and equipment and intangible assets 2,99,66,962 3,50,08,269
The amount of interest accrued and remaining unpaid at the end of the year - -
The amount of further interest remaining due and payable even in the succeeding years, until such date - -
when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a
deductible expenditure under the Act
2.9 Other current liabilities
Current maturities of the long-term borrowings (also refer note 2.3) 2,13,00,000 3,12,01,987
Interest accrued but not due on borrowings 1,178 6,74,016
Unearned revenue 2,10,77,385 1,74,93,432
Advances received from customers 38,82,678 48,61,603
Dues to creditors for capital goods 1,16,20,683 54,15,609
Accrued expenses 1,96,05,691 1,39,43,395
Accrued salaries and benefits 2,15,75,453 1,67,71,947
Dues to other creditors 1,22,580 2,60,165
Statutory dues payables 79,16,848 2,23,36,897
10,71,02,496 11,29,59,051
2.10 Short-term provisions
Proposed dividend - 1,83,89,712
Tax on proposed dividend - 37,43,713
Provision for income tax (net of advance tax) 1,07,02,557 -
Provision for compensated absences 8,15,376 7,36,929
Provision for warranty (Refer Note 2.40) 45,00,000 24,00,000
1,60,17,933 2,52,70,354
Agappe Diagnostics Limited
Notes to the consolidated financial statements (continued)
(All amounts in Indian rupees, except share data and where otherwise stated)
2.11 Property, plant and equipment
Gross block Accumulated depreciation Net block
Particulars As at As at As at As at As at As at
Additions Deletions For the year Deletions
1 April 2017 31 March 2018 1 April 2017 31 March 2018 31 March 2018 31 March 2017
9,193,211 - - 9,193,211 - - - - 9,193,211 9,193,211
Freehold land
9,193,211 - - 9,193,211 - - - 9,193,211 -
1,101,750 - - 1,101,750 - 63,975 - 63,975 1,037,775 1,101,750
Leasehold land
1,101,750 - - 1,101,750 - - - - 1,101,750 -
4,669,351 - - 4,669,351 3,121,438 831,803 - 3,953,241 716,110 1,547,913
Leasehold improvement
4,669,351 - - 4,669,351 2,145,850 975,588 - 3,121,438 1,547,913 -
31,084,005 2,272,772 - 33,356,777 2,904,093 1,007,559 - 3,911,652 29,445,125 28,179,912
Office building
30,994,736 89,269 - 31,084,005 1,918,303 985,790 - 2,904,093 28,179,912 -
135,733,918 - - 135,733,918 12,482,228 4,556,497 - 17,038,725 118,695,193 123,251,690
Factory building
47,981,108 87,752,810 - 135,733,918 8,176,147 4,306,081 - 12,482,228 123,251,690 -
285,350,410 25,829,540 3,670,924 307,509,026 64,435,933 29,443,129 1,288,335 92,590,727 214,918,299 220,914,477
Plant and equipment
155,477,860 131,319,378 1,446,828 285,350,410 38,286,900 26,422,571 273,538 64,435,933 220,914,477 -
33,178,931 2,700,830 - 35,879,761 10,118,378 3,274,302 - 13,392,680 22,487,081 23,060,553
Electrical fixtures
14,680,123 18,498,808 - 33,178,931 6,945,658 3,172,720 - 10,118,378 23,060,553 -
20,217,364 1,871,254 - 22,088,618 8,926,149 2,881,125 - 11,807,274 10,281,344 11,291,215
Vehicles
21,215,482 - 998,118 20,217,364 7,107,917 2,693,392 875,160 8,926,149 11,291,215 -
8,802,945 988,653 - 9,791,598 5,230,300 1,363,047 - 6,593,347 3,198,251 3,572,645
Office equipment
6,449,334 2,376,386 22,775 8,802,945 4,166,103 1,086,972 22,775 5,230,300 3,572,645 -
4,845,998 1,172,943 - 6,018,941 2,882,507 766,077 - 3,648,584 2,370,357 1,963,491
Servers and network equipment
4,784,094 61,904 - 4,845,998 2,141,100 741,407 - 2,882,507 1,963,491 -
10,976,955 562,824 305,208 11,234,571 8,684,822 1,379,431 301,744 9,762,509 1,472,062 2,292,133
Computers
9,700,349 1,632,573 355,967 10,976,955 7,165,955 1,719,801 200,934 8,684,822 2,292,133 -
15,428,350 4,161,756 - 19,590,106 7,202,116 1,492,639 - 8,694,755 10,895,351 8,226,234
Furniture and fixtures
14,543,704 884,646 - 15,428,350 5,574,292 1,627,824 - 7,202,116 8,226,234 -
Total 560,583,188 39,560,572 3,976,132 596,167,628 125,987,964 47,059,584 1,590,079 171,457,469 424,710,159 434,595,224
Previous year 320,791,102 242,615,774 2,823,688 560,583,188 83,628,225 43,732,146 1,372,407 125,987,964 434,595,224 -
102
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*Adjustment include the goodwill on consolidation recorded on acquisition of shares as at the acquisition date.
Previous year figures are shown in Italics
Agappe Diagnostics Limited Annual Report 2017-2018
Notes to the consolidated financial statements (continued)
(All amounts in Indian rupees, except share data and where otherwise stated)
As at As at
31 March 2018 31 March 2017
2.13 Long-term loans and advances
Unsecured, considered good
Advances for capital goods 5,560,321 1,667,609
Security deposits 7,077,896 5,600,545
Advance tax and tax deducted at source (net of provision for income tax) 3,497,350 4,233,817
MAT credit entitlement - 5,591,558
Prepaid expenses 220,209 228,024
16,355,776 17,321,553
2.33 Auditor’s remuneration (included in legal and professional fees, excluding service tax)
Year ended Year ended
Particulars 31 March 2018 31 March 2017
Statutory audit 1,000,000 950,000
Taxation matters 310,885 -
Other services 782,770 150,000
Total 2,093,655 1,100,000
2.34 Employee Benefits
(a) Gratuity
The following tables set out the status of the gratuity plan as required under Accounting Standard-15.
Reconciliation of the projected benefit obligation
As at/year ended As at/year ended
Particulars
31 March 2018 31 March 2017
Obligations at the beginning of the year 18,433,493 13,784,266
Service cost 2,365,995 1,714,978
Interest cost 1,257,164 1,082,065
Actuarial loss / past service cost 327,226 2,814,665
Benefits paid (1,231,270) (962,481)
Obligations at the end of the year 21,152,608 18,433,493
Change in plan assets
Plans assets at beginning of the year, at fair value 15,844,776 14,351,457
Expected return on plan assets 1,080,614 1,126,589
Actuarial loss / (gain) 109,545 61,748
Contributions 2,516,088 1,267,463
Benefits paid (1,231,270) (962,481))
Plans assets at the end of the year, at fair value 18,319,753 15,844,776
Reconciliation of present value of the obligation and the fair
value of the plan assets:
Fair value of plan assets at the end of the year 18,319,753 15,844,776
Present value of the defined benefit obligations at the end of the year 21,152,608 18,433,493
Asset/(liability) recognized in the balance sheet (2,832,855) (2,588,717)
Agappe Diagnostics Limited 107
Annual Report 2017-2018
The estimates of future salary increases, considered in actuarial valuation, take into account inflation, seniority,
promotion and other relevant factors such as supply and demand factors in the employment market.
2.35 Leases
The Company is obligated under non-cancellable operating leases for its premises and computers. Total rental
expenses under such leases amounted to Rs. 5,050,745 (previous year: Rs 4,360,427). Future minimum lease
payments due under non-cancellable operating leases are as follows:
Trade receivables As at As at
31 March 2018 31 March 2017
India 280,174,682 178,415,153
Rest of the world 21,559,818 6,271,612
301,734,500 184,686,765
Comparative figures for the year ended 31 March 2017 are indicated in brackets.
* Un-hedged payables include trade payables, other current liabilities and unsecured loans in foreign
currency.
** Un-hedged receivables include trade receivables, bank balances and short-term loans and advances.
Provision for warranty is estimated by the management on the basis of technical evaluation and past
experience. Provision is made for estimated liability in respect of warranty costs in the year of sale of
goods. These provisions are expected to be utilised within a period of one year.
During the previous year, the Company had specified bank notes or other denomination note as defined
in the MCA notification G.S.R. 308(E) dated March 31, 2017 on the details of Specified Bank Notes
(SBN) held and transacted during the period from November 8, 2016 to December, 30 2016, the
denomination wise SBNs and other notes as per the notification is given below:
Other
Particulars SBNs* denomination Total
notes
Closing cash in hand as on November 8, 2016 12,000 9,221 21,221
(+) Permitted receipts - 184,853 184,853
(-) Permitted payments - 168,034 168,034
(-) Amount deposited in Banks 12,000 - 12,000
Closing cash in hand as on December 30, 2016 NIL 26,040 26,040
* For the purposes of this clause, the term ‘Specified Bank Notes’ shall have the same meaning provided
in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs
number S.O. 3407(E), dated the 8th November, 2016.
The board of directors have proposed a dividend of Rs. 4 per equity share totaling to Rs. 24,519,616 in
their meeting held on 28 June 2018.
Previous year’s proposed dividend and dividend distribution tax thereon have been reversed during the
year in to the surplus in statement of profit and loss account, considering the fact that the same is not an
adjusting event. Further, the actual payment of this dividend and tax there on, has been shown as
reduction from the surplus in statement of profit and loss of the current year.
2.43 The Company has established a comprehensive system of maintenance of information and documents
as required by the transfer pricing legislation under sections 92- 92F of the Income-tax Act, 1961. Since
the law requires existence of such information and documentation to be contemporaneous in nature, the
Company is in the process of updating this information. The Company is required to update and put in
place information latest by the due date for filling of its income tax return. Management is of the opinion
that its international transactions are at arm's length so that the aforesaid update will not have any impact
on the financial statements.
2.44 Previous year’s figure have been regrouped and reclassified, wherever necessary to confirm to current
year’s presentation.
Sreevidya P M
Company Secretary
Membership No.: ACS23905
Kochi Kochi
28 June 2018 28 June 2018
Regd off: Office Nos 401-402, Jaisingh Business Centre, Sahar Road, Andheri (East)
Mumbai 400099, India.
Tel: 022-4300 8000.
Email: sreevidya.pm@agappe.in, www.agappe.com
CIN: U24239MH1998PLC115413
_____________________________________________________________________________________
ATTENDANCE SLIP
Name :
Address :
Folio No. :
No. of Equity :
Shares held
I certify that I am a registered member/proxy for the Registered Member of the Company.
I hereby record my presence at the 20th ANNUAL GENERAL MEETING of the Company to be
held at the registered office of the company at office Nos: 401& 402, Jaisingh Business Centre,
Sahar Road, Andheri (East), Mumbai, Maharashtra-400099 at 11.30 am on 14th August, 2018.
NOTE:
1. Members/Proxy holders are requested to bring the attendance slip with them when they
come to the meeting and hand it over at the entrance after affixing signature
115
Annual Report 2017-2018
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Agappe Diagnostics Limited 116
Annual Report 2017-2018
Proxy Form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and
Administration) Rules, 2014 – Form MGT -11]
CIN: U24239MH1998PLC115413
E-mail Id:
Folio No/ Client 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
2. Name: ……………………
Address:
E-mail Id:
Signature:……………., or failing him
3. Name: ……………………
Address:
E-mail Id:
Signature:…………….
117
Annual Report 2017-2018
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the
20th Annual general meeting of the company, to be held on Tuesday, the 14th August, 2018 at
11.30 am at the registered office of the company at office No: 401& 402, Jaisingh Business
Centre, Sahar Road, Andheri(East), Mumbai, Maharashtra-400099, India and at any
adjournment thereof in respect of such resolutions as are indicated below :
Sd/- Affix
Signature of shareholder Revenue
Stamp
Sd/-
Signature of Proxy holder(s)
Notes:
1. This form of proxy in order to be effective should be duly completed and deposited at the
Registered Office of the Company in person or through post, not less than 48 hours before the
commencement of the Meeting.
2. For the resolutions, Explanatory Statement and Notes, please refer to the Notice of the 20th
Annual General Meeting.
3. A Proxy need not be a member of the Company. Pursuant to the provisions of Section 105 of
the Companies Act, 2013, a person can act as proxy on behalf of not more than fifty members
and holding in aggregate not more than ten percent of the total share capital of the Company.
Members holding more than ten percent of the total share capital of the Company may appoint
a single person as proxy, who shall not act as proxy for any other member.
4. It is optional to put a ‘X’ in the appropriate column against the Resolutions indicated in the
Box. If you leave the ‘For’ or ‘against’ column blank against any or all Resolutions, your Proxy
will be entitled to vote in the manner as he/she thinks appropriate.
5. In case of any body corporate this form must be executed either under its common seal of the
company or under the hand of an officer or attorney duly authorized.
6. Please complete all details including details of member(s) in above box before submission.
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Agappe Diagnostics Limited 121
Annual Report 2017-2018
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Agappe Diagnostics Limited 122
Annual Report 2017-2018
ISO 9001:2008
EN ISO 13485:2012 * Toll Free No: 1800 425 7151
Corporate off: “Agappe Hills”, Pattimattom (PO), Dist. Ernakulam, Kerala - 683 562, India.
TEL: + 91 484 2867000 | agappe@agappe.in | www.agappe.com | CIN: U24239MH1998PLC115413