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Life Sciences Private Limited

13th Annual Report 2016-17


Life Sciences Private Limited

Contents
1. Board of Directors
2. Corporate Information
3. Notice
4. Director’s Report
5. Annexures to Director’s Report
6. Auditors’ Report
7. Balance Sheet
8. Profit & Loss Account
9. Cash Flow Statement
10. Notes to financial statement
11. Attendance Slip
12. Proxy Slip
13. Route map to the venue of the meeting

13th Annual Report 2016-17


Life Sciences Private Limited

BOARD OF DIRECTORS
Mr. RAJEEV SINDHI
Managing Director
DIN: 00184701

Mrs. GUNJAN SINDHI


Director
DIN: 00184751

Mr. T P DEVRAJAN
Nominee Director
DIN: 03473633

CORPORATE INFORMATION
Registered Office Statutory Auditors:
# 8-2-326/5, 2nd Floor, M/s K. N. MURTHY & CO.
Plot No. 1, Road No.3, # A- 418, Majestic Mansion,
Banjara Hills, Hyderabad, Shyamlal Buildings, Begumpet,
Telengana - 500 034 Hyderabad - 500016,
Ph. 040-23357047 – 51 / 23354824 Telangana
Fax: 040-23357046
Toll Free No: 1800 425 9515 Debenture Trustee:
CIN: U85110TG2004PTC043672
Web: www.sandor.co.in M/s. VISTRA ITCL (INDIA) LIMITED
The IL&FS Financial Center
Registrar (Equity & Debt): Plot No. C–22, G Block, 7th Floor
Bandra Kurla Complex
KARVY COMPUTERSHARE PVT LTD Bandra (East), Mumbai 400051
Karvy Selenium, Tel: +91 22 2659 3535
Fax: +91 22 2653 3297
Tower- B, Plot No 31 & 32., Email: mumbai@vistra.com
Financial district, Nanakramguda,
Serilingampally Mandal,
Hyderabad, Telangana 500032 Company Secretary:
PRATAP KUMAR DASH
(M. No. ACS 47625)
Banker:
STATE BANK OF INDIA (SBI),
City Centre Branch,
Hyderabad

ORIENTAL BANK OF COMMERCE (OBC),


Sarojini Devi Road Branch,
Hyderabad.

13th Annual Report 2016-17


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Life Sciences Private Limited

NOTICE

NOTICE is hereby given that the 13th Annual General Meeting of Sandor Lifesciences Private
Limited will be held on Monday, 18th September 2017 at 10.30 AM at the registered office of the
company situated at # 8-2-326/5, 2nd Floor, Plot No. 1, Road No.3, Banjara Hills Hyderabad -
500034, Telangana, India, to transact the following business:

1. To receive, consider and adopt the Audited Balance Sheet of the company as at 31st March 2017
and the Statement of Profit and Loss for the year ended on that date and the Report of the Board
of Directors' and the Auditor‟s report thereon.

2. 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 and all other applicable provisions,
if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, and
pursuant to the resolution passed by the members in the 11th Annual General Meeting , the
Notice

appointment of M/s K. N. Murthy & Co. (FRN: 006823S), Chartered Accountants, Hyderabad, as
the Statutory Auditors of the Company to hold the office till the conclusion of 15th Annual general
Meeting be and is hereby ratified and Board of Directors be and is hereby authorized to fix the
remuneration, in addition to reimbursement of all out of pocket expenses in connection with the
audit of the accounts of the Company for the financial year ending 31st March, 2018.

SPECIAL BUSINESS:

3. APPROVAL FOR MATERIAL RELATED PARTY TRANSACTIONS:

To consider and, if thought fit, to pass with or without modification, the following resolution as an
Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of
the Companies Act, 2013 read with the rules made there under (including any statutory
modification(s) or re-enactment thereof for the time being in force), the consent of the Company be
and is hereby accorded to enter into the related party transactions by the Company with the
respective related parties for an amount not exceeding the maximum amount specified herein
below:

13th Annual Report 2016-17


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Life Sciences Private Limited

Sanctioned
Sl. Name of the
Relationship Nature of transaction: Amount for the
No. related party
year 2017-18
M/s Sandor Associate Rent Paid;
Medicaids Company With sale and purchase done
1 Rs. 6,00,00,000/-
Private Common in the ordinary course of
Limited Director business
M/s Sandor
Group Sale and purchase of
Animal
Company With goods and services in
2 Biogenics Rs. 1,00,00,000/-
Common ordinary course of
Private
Director business
Limited

“RESOLVED FURTHER THAT the Board of Directors of the Company, be and is hereby,
authorized to do or cause to be done all such acts, matters, deeds and things and to settle any
queries, difficulties, doubts that may arise with regard to any transaction with the related party and
execute such agreements, documents and writings and to make such filings, as may be necessary or
desirable for the purpose of giving effect to this resolution, in the best interest of the Company.”
Notice

By Order of the board

SANDOR LIFE SCIENCES PRIVATE LIMITED

Sd/-
Place: Hyderabad RAJEEV SINDHI
Date: 10.08.2017 Managing Director
(DIN: 00184701)

13th Annual Report 2016-17


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Life Sciences Private Limited

NOTES:

1. A member entitled to attend and vote at the meeting is also entitled to appoint proxy to attend and
vote on his / her behalf and such proxy need not be a member of the company. The proxies, in
order to be effective should be deposited at the registered office of the company, duly completed
and signed, not later than 48 hours before the commencement of the meeting.

2. Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as a 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. A Proxy form is annexed to this Notice. Proxies submitted on behalf of Limited
Companies, Societies, etc., must be supported by an appropriate resolution / authority, as
applicable.

3. For the convenience of Members and proper conduct of the meeting, entry to the meeting venue
will be regulated by attendance slip. Members / Proxies are requested to duly fill the attendance
slips and hand it over at the entrance of the meeting to attend the meeting.

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

5. Corporate Shareholders intending to send their authorized representatives to attend the meeting
are requested to send a certified copy of the Board Resolution authorizing their representative to
attend and vote on their behalf at the meeting.

6. Route map to the venue of the meeting is annexed herewith.

By Order of the board

SANDOR LIFE SCIENCES PRIVATE LIMITED

Sd/-
Place: Hyderabad RAJEEV SINDHI
Date: 10.08.2017 Managing Director
(DIN: 00184701)

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Life Sciences Private Limited

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES


ACT, 2013:

ITEM NO. 3:

The Companies Act, 2013 aims to ensure transparency in the transactions and dealings between the
related parties of the Company. The provisions of Section 188(1) of the Companies Act, 2013 that
govern the Related Party Transactions, requires that for entering into any contract or arrangement as
mentioned herein below with the related party, the Company must obtain prior approval of the Board
of Directors and if the transaction is over and above the threshold limits provided under
the Companies (Meetings of Board and its Powers) Rules, 2014, the approval of members by way of
Ordinary resolution would be required.:

1. Sale, purchase or supply of any goods or materials;


2. Selling or otherwise disposing of, or buying, property of any kind;
3. Leasing of property of any kind;
4. Availing or rendering of any services;
5. Appointment of any agent for purchases or sale of goods, materials, services or property;
6. Such related party‟s appointment to any office or place of profit in the company, its subsidiary
company or associate company and
7. Underwriting the subscription of any securities or derivatives thereof, of the Company.

The Board of Directors of the Company took note that the Company being in existence for over a
decade has reliable operational control processes, thus, may extend/obtain the required support to its
Notice

associate Companies.

In the light of provisions of the Companies Act, 2013, the Board of Directors of your Company has
approved the proposed transactions along with annual limit that your Company may enter into with
the related parties.

Based on the last year turnover of the company, actual quantum of related party transactions entered
into during the financial year 2016-17, the consent of shareholders is being sought to enter into related
party transactions and if necessary, to enhance the limits for entering into transactions with related
parties for the Financial Year 2017-18.

THE PARTICULARS OF THE TRANSACTION PURSUANT TO THE PROVISIONS OF SECTION 188


AND THE COMPANIES (MEETINGS OF BOARD AND ITS POWERS) RULES, 2014 ARE AS UNDER:
Actual amount Proposed
Sl. Name of the Nature of incurred Amount for the
Relationship
No. related party transaction: 2016-17 year 2017-18
(In Rs.) (In Rs.)
Group Rent Paid;
M/s Sandor Company sale and purchase
1 Medicaids Private With done in the 1,55,88,081/- 6,00,00,000/-
Limited Common ordinary course of
Director business
Group Sale and purchase
M/s Sandor Company of goods and
2 Animal Biogenics With services in 9,05,860/- 1,00,00,000/-
Private Limited Common ordinary course of
Director business

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Life Sciences Private Limited

Nature, material terms, monetary value and particulars of the contract or arrangement: The details are
as mentioned below:

(a) Rent of office space/ sharing of property: The company has obtained on lease a state of art
laboratory and office space on lease from Sandor Medicaids Private Limited, which is an
associate companyand has Mr. Rajeev Sindhi as common director. The rent of which is fixed
keeping in view the prevailing market price at Arm‟s length basis.

(b) Sale and purchase (of goods and services) in the ordinary course of business:

i. Sandor Medicaids Private Limited: the company has acquired certain laboratory
equipment and machines on lease rent basis which it uses for diagnostics purposes and
pays equipment utilization fee to Sandor Medicaids Private Limited

ii. Sandor Animal Biogencis Private Limited The company provides certain testing and
diagonostics services to Sandor Animal Biogencis Private Limited.

The amount being charged for the said services are fixed after considering all the relevant factors and
are on arms length basis and in ordinary course of business.
Any other information relevant or important for the Board/Members to take a decision:

The Sale and purchase of goods and services in the ordinary course of business being extended by the
Company to its associate Companies in relation to business enhancement and for building up robust
Notice

practices and processes are towards the benefit of the Company. The Board of Directors are
authorized to negotiate, finalize and execute the deeds, agreements and documents as and when they
are entered into by the company.
The Copies of the above mentioned Lease agreements are available for inspection by the members at
the Registered Office of the Company during the normal business hours (10 am to 6 pm) on all
working days (except Saturdays) up to the date of Annual General Meeting of the Company.

Mr. Rajeev Sindhi, Managing Director (DIN 00184701) & Mrs. Gunjan Sindhi, Director (DIN:
00184754) being common director on the Board of related parties and being relative of related party
are interested in the resolution to that extent and to the extent of his shareholding in the Company.
Other directors and other KMP are not interested in the resolution.

The Board recommends that approval be accorded to enter into the above stated Related Party
Transactions as mentioned in the item no. 4 of the notice calling this meeting by passing an
Ordinary Resolution.
By Order of the board

SANDOR LIFE SCIENCES PRIVATE LIMITED

Sd/-
Place: Hyderabad RAJEEV SINDHI
Date: 10.08.2017 Managing Director
(DIN: 00184701)

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Life Sciences Private Limited

DIRECTOR’S REPORT
To,
The Members,

The Directors are pleased to present the 13th Annual Report of your company along with the audited
financial statements for the financial year ended March 31, 2017.

1. FINANCIAL HIGHLIGHTS:

Financial results for the year under review and as well as previous year are as follows.
(Rupees in Lakhs)
Particulars Year Ended Year Ended
31.03.2017 31.03.2016
Revenue from Operations 4,722.32 1,018.47
Other Income 51.83 49.51
Total Revenue 4,774.15 1,067.99
Employee benefit cost 512.64 289.63
Finance Costs 113.47 184.43
Depreciation 66.34 84.03
Other Expenditure 697.41 1,052.96
Directors Report

(including amortization of preoperative expenditure)


Total Expenditure 3,602.20 1,611.07
Profit/Loss Before Tax 1,171.95 (543.08)
Less: Tax Expenses
Current tax 39.82 -
Deferred tax 3.44 7.45
Net Profit /Loss After Tax 1,135.57 (535.63)

2. STATE OF COMPANY’S AFFAIRS:

During the financial year under review, your company has achieved total revenue of Rs. 4,774.15
Lakhs as against the previous year revenue of Rs. 1,067.99 lakhs and recorded net profit of Rs.
1,135.57 lakhs for financial year 2016-17 when compared to a net loss of Rs. (535.63) lakhs during the
previous year.

3. DIVIDEND:

The Board of Directors of your Company do not recommend any dividend for the financial year 2016-
17.

4. FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Section
73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules,
2014 from the its member and public during the Financial Year.

5. SHARE CAPITAL

A. RIGHTS ISSUE OF SHARES


Company has not made any allotment during the year.

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Life Sciences Private Limited

B. PREFERENTIAL ALLOTMENT OF SHARES ON PRIVATE PLACEMENT BASIS


The Company has not made any preferential allotment during the year.

C. BUY BACK OF SECURITIES


The Company has not bought back any of its securities during the year under review.

D. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.

E. BONUS SHARES
No Bonus Shares were issued during the year under review.

F. EMPLOYEES STOCK OPTION PLAN


The Company has not provided any Stock Option Scheme to the employees.

G. SHARES WITH DIFFERENTIAL VOTING RIGHTS


The Company has not issued any Equity Shares with differential voting rights during the financial
year under review.

6. DIRECTORS & KEY MANAGERIAL PERSONNEL - CHANGES DURING THE YEAR


UNDER REVIEW:
Directors Report

A. DIRECTORS:

The company as on date has 3 Board of Directors, namely:

1. Mr. Rajeev Sindhi - Managing Director


2. Mrs. Gunjan Sindhi - Director
3. Mr. T P Devarajan - Nominee Director

Inductions & Resignations:

There were no inductions or resignations from any of the directors during the financial year.

B. KEY MANAGERIAL PERSONNEL :

During the year under review, following the resignation of Mr. Rajesh Vankadara, as the Company
Secretary w.e.f 07th December 2016, the company appointed Mr. Pratap Kumar Dash, (M. No.
A47625) an Associate Member of Insitute of Company Secretaries of India as the Company Secretary
of the company w.e.f. 07th December 2016 .

7. MEETINGS:

A. BOARD MEETINGS:

During the year under review, 7 board meetings were held. The maximum time gap between any two
consecutive meetings was within the period prescribed under companies Act, 2013.

The board meeting dates are as follows:

11.04.2016 31.05.2016 11.08.2016 30.08.2016 19.09.2016 12.11.2016 10.03.2017

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Life Sciences Private Limited

The names of the Directors on the Board, their attendance at Board Meetings held during the year is
given below.

Attendance Particulars

Name of the Director No. of Board meetings


No. of Board meetings
held during the
Attended
Financial year 2015-16
Rajeev Sindhi 7 7
Gunjan Sindhi 7 3
T P Devarajan 7 7

B. GENERAL MEETINGS:

During the period under review, your company has conducted 2 (Two) General Meeting including the
AGM held on 19th September 2016. The details are as follows:

Total Number of
No. of Members
Type of meeting Date of meeting Members entitled to
Attended
attend meeting
Extra-ordinary General Meeting 17.06.2016 5 2
12th Annual General Meeting 19.09.2016 5 2
Report
Directors Report

8. BOARD EVALUATION:
Directors

The Company has not developed and implemented any Board Evaluation Policy as the said provisions
are not applicable.

9. DECLARATION BY INDEPENDENT DIRECTORS:

As the company has no Independent Director as on date, the provisions of Section 149 pertaining to
the appointment and declaration by Independent Directors do not apply to your Company.

10. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:


The Company has in place an Internal Control System, commensurate with the size, scale and
complexity of its operations. During the year, such controls were tested and no reportable material
weaknesses in the design or operation were observed.
11. AUDITORS:

M/s. K. N. Murthy & Co. (FRN: 006823S), Chartered Accountants, the Statutory Auditor of the
Company, retired at the conclusion of the 12th Annual General Meeting. As required under the
provision of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation
from M/s. K. N. Murthy & Co., Chartered Accountants (FRN: 006823S) that their appointment, if
made, would be in conformity with the Companies Act, 2013. Your directors, subject to the
ratification by the shareholders, recommended the re-appointment of M/s. K. N. Murthy & Co.,
Chartered Accountants (FRN: 006823S), as Auditors of the Company for the Financial year 2016-17.

Comments of the Auditors in their report and the notes forming part of the accounts are self-
explanatory and need no comments. However, the Auditors have not made any adverse qualifications
in their report on the accounts of the company under review.

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Life Sciences Private Limited

12. HUMAN RESOURCES:

Your company has 147 employees as on 31st March 2017. People are our most valuable asset and they
play a vital role in the growth of your Company. Your Company also believes that the human capital
is of utmost importance to sustain the market leadership in all product segments and also to capture
new markets. In order to attract talent your company has devised new incentive plan for sales force.

13. DIRECTORS’ RESPONSIBILITY STATEMENT:


Pursuant to the requirement of Section 134(3) (c) of the Companies Act, 2013, and on the basis of
secretarial audit received from the practicing company secretary and subject to disclosures in the
Annual Accounts, as also on the basis of the discussion with the Statutory Auditors of the Company
from time to time, and to the best of their knowledge and information furnished, the Board of
Directors states:
i. That in preparation of the Annual Accounts for the year ended 31st March, 2017; all the
applicable Accounting Standards Prescribed by the Institute of Chartered Accountants of
India have been followed along with proper explanation relating to material departures, if any.
ii. That the Directors have adopted such accounting policies, as selected in consultation with
Statutory Auditors, and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit of the Company for the financial year ended
Report
DirectorsReport

31st March, 2017.


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
Directors

safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
iv. That the Annual Accounts for the year ended 31st March, 2017, has been prepared on a going
concern basis.

v. The directors, in the case of a listed company, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.

vi. Those systems to ensure compliance with the provisions of all applicable laws were in place
and were adequate and operating effectively.

14. RELATED PARTY TRANSACTIONS

Particulars of contracts or arrangements with related parties referred to in section 188 (1) of the
companies Act 2013 and as required under Accounting Standard - 18 are set out in relevant notes to
the financial statements forming part of this Annual Report.

The Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of
the Companies (Accounts) Rules, 2014 and pursuant to notification number G.S.R. 464(E) dated 5th
June 2015 is set out as ANNEXURE 1 to this Report.

15. SECRETARIAL AUDITOR & REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed
CS Padma Loya, Practicing Company Secretary, to conduct the Secretarial Audit of your Company

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Life Sciences Private Limited

for the Financial Year ended 31st March 2017. The Secretarial Audit Report is annexed herewith as
ANNEXURE 2 to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

16. EXTRACTS OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 is furnished in ANNEXURE 3 and is
attached to this Report.

17. LOANS, GUARANTEES, INVESTMENTS MADE OR SECURITIES PROVIDED

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part
of the Notes to the financial statements provided in this Annual Report.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN


EXCHANGE EARNINGS AND OUTGO:

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as
follows:
A. CONSERVATION OF ENERGY:
Directors Report

Your company has taken adequate internal control procedures by which the cost of electricity
shall be identified with project and the company will provide an incentive for the concerned
department which consumes optimum power.

No additional investments for reduction of Energy consumption were taken up during the year
under review.

B. TECHNOLOGY ABSORPTION : Not Applicable

C. FOREIGN EXCHANGE EARNINGS & OUT GO: (In Lakhs)

PARTICULAR 2016-17 2015-16


Foreign Exchange Earnings 39.44 3524.34
Foreign Exchange out go 524.43 3338.15

19. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the
Company is herewith annexed as „ANNEXURE-4’ to this report and Rule 5 (2) Of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, No employee of your
company is in receipt of remuneration exceeding Rs.8,50,000 per month or Rs. 1,02,00,000 per
annum during the Financial Year.

20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE


FINANCIAL STATEMENTS
The Company has effective „Internal Financial Controls‟ that ensure an orderly and efficient conduct
of its business, including adherence to company‟s policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records, and timely
preparation of reliable financial information.

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Life Sciences Private Limited

There are adequate controls relating to strategic, operational and quality related aspects too.
While these controls have been effective through-out the year, these are reviewed on a periodic basis
for any changes/ modifications to align to business needs.

21. TRANSFER OF UNCLAIMED DIVIDEND TO IEPF:


The provisions of Section 125 (2) of the Companies Act, 2013 do not apply as there was no dividend
declared and paid during the last financial year. Further company does not have any amount required
to be transferred to Investor Education Protection Fund.

22. MATERIAL CHANGES AND COMMITMENT IF ANY:


No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year to which these financial statements relate and on the date of this
report during the year under review.

23. COMPANIES POLICIES:

We seek to promote and follow the highest level of ethical standards in all our business transactions
guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 mandated the formulation of certain policies for all listed companies. The policies
are reviewed periodically by the Board and updated based on need and new compliance requirement.
In addition to its Code of Conduct and Ethics, key policies that have been adopted by the Company
are as follows:
Directors Report

A. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE POLICY:

Your Company strongly supports the rights of all its employees to work in an environment free from
all forms of harassment. The Company has adopted a Policy on Prevention, Prohibition and Redressal
of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The
policy aims to provide protection to Employees at the workplace and prevent and redress complaints
of sexual harassment and for matters connected or incidental thereto, with the objective of providing a
safe working environment, where Employees feel secure. The Company has also constituted an
Internal Committee, known as Anti Sexual Harassment Committee to address the concerns and
complaints of sexual harassment and to recommend appropriate action.

During the financial year ended 31st March, 2017, the Company has not received any Complaints
pertaining to Sexual Harassment under the Prevention of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

B. DOCUMENT RETENTION AND ARCHIVAL POLICY:

The Company has adopted policy on Document Retention and Archival Policy pursuant to Regulation
9 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 has mandated companies to adopt and implement a policy on preservation of
documents.

Your company has devised Document Retention and Archival Policy which is framed in line with the
existing provisions of SEBI (LODR). This Policy covers various aspects of preservation of documents
and also safe disposal/destruction of the documents in line with the statutory requirements pertaining
to the same.

Keeping in view the scale of business, the following polices are not adopted:

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Life Sciences Private Limited

C. CORPORATE SOCIAL RESPONSIBILITY POLICY:

Pursuant to the provisions of section 135 (1) and read with all other applicable provisions of the
Companies Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014
(including any statutory modification(s) or re-enactment thereof for the time being in force), corporate
social responsibility is not applicable to the Company.
D. RISK MANAGEMENT POLICY:

The Company does not have any Risk Management Policy, as the elements of risks, however efforts
are made to identify risk and take appropriate measures. Nevertheless the company has an in build
mechanism and procedure in place to safeguard itself and overcome any unforeseen risk.

E. COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies
(Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR


COURTS

There are no significant and material orders that were passed by the regulators or courts or tribunals
against your Company.

28. ACKNOWLEDGEMENTS
Directors Report

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and
various Government Authorities for their continued support extended to your Companies activities
during the year under review. Your Directors also acknowledges gratefully the shareholders for their
support and confidence reposed on your Company.

By order of the Board of Director


SANDOR LIFE SCIENCES PRIVATE LIMITED

Sd/- Sd/-
Place: Hyderabad RAJEEV SINDHI GUNJAN SINDHI
Date:10.08.2017 Managing Director Director
(DIN: 00184701) (DIN: 00184754)

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Life Sciences Private Limited

ANNEXURE - 1
FORM NO. AOC – 2
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
transactions under third proviso thereto

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis: NOT APPLICABLE
2. Details of material contracts or arrangement or transactions at arm's length basis:

Amount
Nature of contracts/ Date(s) of
Sl. Name(s) of the paid as
Nature of relationship arrangements/ approval by the
No. related party advances, if
transactions Board, if any:
any:
Rent;
sale and purchase done
in the ordinary course of
M/s Sandor
Associate Company business
1 Medicaids 11th April 2016 NA
With Common Director Loans and Advances
Private Limited
made pursuant to section
185 and section 186 of
AOC - 2

the companies Act


M/s Sandor Sale made in ordinary
Animal Group Company With course of business
2 11th April 2016 NA
Biogenics Common Director Testing Charges
Private Limited Received
Loans Advanced,
3 Plexision Inc., Associate Company 11th April 2016 NA
Interest receivable

Salient terms of the contracts or arrangements or transaction including the value, if any: All
transaction has been entered into keeping in view the prevailing market prices and valuations.

Date of approval by the Board: As the company is a private limited company, the Board of Directors
has granted omnibus approval in their Board Meeting held on 11th April 2016.

All services, Trade related transactions are done as per the existing market norms and terms and
conditions of Payment.

For and behalf of the Board of Directors


SANDOR LIFE SCIENCES PRIVATE LIMITED

Sd/- Sd/-
RAJEEV SINDHI GUNJAN SINGHI
Date: 10.08.2017 Managing Director Director
Place: Hyderabad DIN: 00184701 DIN: 00184754

13th Annual Report 2016-17


14
Life Sciences Private Limited

ANNEXURE 2

Form MR-3

SECRETARIAL AUDIT REPORT

[Pursuant to section 204(1) of the Companies Act, 2013 and


Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2017

To
The Members of
M/s. SANDOR LIFE SCIENCES PRIVATE LIMITED
8-2-326/5, Plot No.1,
Road No. 3, Banjara Hills,
Hyderabad – 500034,
Telangana.
Secretarial Audit Report

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by M/s. SANDOR LIFE SCIENCES PRIVATE LIMITED
(hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a
reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my
opinion thereon.

Based on my 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, I hereby report
that in my opinion, the company has, during the financial year commencing from 1st April, 2016 and
ended 31st March, 2017, complied with the statutory provisions listed hereunder and also that the
Company has proper Board process and compliance mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter :

I have examined the books, papers, minute books, forms and returns filed and other records
maintained by M/s. SANDOR LIFE SCIENCES PRIVATE LIMITED (“The Company”) for the
financial year ended on 31st March, 2017, according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under ;

ii. The Securities Contracts (Regulation) Act, 1956 („SCRA‟) and the Rules made there under;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the
extent of Foreign Direct Investment (FDI), Overseas Direct Investment, and External Commercial
Borrowings and the Provisions thereto have been duly complied with;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of
India Act, 1992 („SEBI Act‟):

13th Annual Report 2016-17


15
Life Sciences Private Limited

i. The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
ii. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015;
iii. 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;
iv. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009; - Not Applicable during the audit period
v. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 -
Not Applicable during the audit period
vi. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not
Applicable during the audit period
vii. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008
Secretarial Audit Report

viii. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999; - Not Applicable during the audit period

vi. I further report that, having regard to the Compliance System prevailing in the Company and on
examination of the relevant documents and records in pursuance thereof of the Company has
complied with the provisions of all the Acts, Rules, Regulations, Guidelines, Standards, etc. in
relation to the industry specific Acts, labor and other applicable laws as provided by the management
of the company:

(a) Payment of Gratuity Act, 1972


(b) Employees Provident Fund and Miscellaneous provisions Act, 1952
(c) Employees State Insurance Act 1948
(d) Maternity Benefit Act, 1961
(e) Minimum Wages Act, 1948
(f) Payment of Bonus Act, 1965
(g) Payment of Wages Act 1936
(h) Environment (Protection) Act, 1986
(i) Income-Tax Act 1961
(j) Information Technology Act, 2000
(k) Equal Remuneration Act, 1976
(l) Workmen‟s Compensation Act, 1923
(m) The Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act,
2013
I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India to the extent
applicable under the provisions of Companies Act, 2013 and
ii. The Listing Agreements entered into by the Company with the Bombay Stock Exchange Limited.
iii. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

13th Annual Report 2016-17


16
Life Sciences Private Limited

During the period under review the Company has complied with the provisions of the Acts, Rules,
Regulations, Guidelines, Standards, etc. mentioned above.

I further report that:

(a) The Board of Directors of the Company is duly constituted with proper balance of Executive
Director, Non-Executive Director and Women Director. The changes in the composition of the Board
of Directors that took place during the year under review were carried out in compliance with the
provisions of the Companies Act, 2013.

(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 of the meeting.

(c) Majority decision is carried through while the dissenting members‟ views, if any, are captured and
recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company that commensurate
with the size and operation of the Company to monitor and ensure compliance with applicable laws,
rules, regulations and guidelines.
Secretarial Audit Report

I further report that during the audit period, there were no specific events/actions having a major
bearing on the Companies affairs in pursuance of the above referred laws, rules, regulations,
guidelines, standards, etc. as referred to above.

I further report that during the financial year under review, the Company has obtained approval of
members under relevant sections of the Companies Act, 2013.

Sd/-
CS PADMA LOYA
Place: Hyderabad Practicing Company Secretary
Date: 22nd June, 2017 ACS No. : 25349
CP No. : 14972

13th Annual Report 2016-17


17
Life Sciences Private Limited

Annexure - 3
FORM MGT - 9
EXTRACT OF ANNUAL RETURN
(Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the
Company (Management & Administration) Rules, 2014)
Financial Period ended on 31.03.2017

I. REGISTRATION & OTHER DETAILS:

S. N Particular Detail
1 CIN U85110TG2004PTC043672
2 Registration Date 16/07/2004
3 Name of the company SANDOR LIFE SCIENCES PRIVATE LIMITED

4 Category / Sub Category of Company NON GOVERNMENT UNLISTED PRIVATE


LIMITED COMPANY
Address of the Registered office & 8-2-326/5, 2ND FLOOR, PLOT NO. 1,
5 ROAD NO. 3,BANJARA HILLS,
Contact Details
HYDERABAD 500034
6 Whether Listed Company Yes
MGT - 9

Karvy Computershare Private Limited


Karvy Selenium, Tower- B, Plot No 31 & 32.,
Name Address & Contact details of the Financial district, Nanakramguda,
7
Registrar & Transfer Agent, if any Serilingampally Mandal,
Hyderabad, 500032, India.

II. PRINCIPLE BUSINESS ACTIVITIES OF THE COMPANY:

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

Name & Description of Main products/ NIC code of the % to the total Turnover of
S. No
Services product/ Service the company
Activities of independent
1 86905 100%
diagnostic/pathological laboratories

III. PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES:

S. Name & Address of the Holding/Subsidiary/


CIN/GLN % of shares held
No company Associate
- - - - -

13th Annual Report 2016-17


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Life Sciences Private Limited

IV. SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

(i) Category wise Share holding

No of Shares held at the Beginning of %


No of Shares held at the end of the year
Category of Share the year Chang
Holders % of % of e
Demat Physical Total Total Demat Physical Total Total during
shares shares year
A.Promoters
Indian
a) Individual/HUF 2358788 - 2358788 79.70 2383788 - 2383788 80.52 0.82
b) Central Govt. - - - - - - - - -
State Govt. - - - - - - - - -
Bodies Corporate - - - - - - - - -
Banks / FI - - - - - - - - -
Any Other - - - - - - - -
Sub-Total (A) (1) 2358788 - 2358788 79.70 2383788 - 2383788 80.52 0.82
Foreign - - - - - - - - -
NRI‟s-Individuals - - - - - - - - -
Other Individuals - - - - - - - - -
Bodies Corporate - - - - - - - - -
Banks / FI - - - - - - - - -
Any other - - - - - - - - -
Sub-Total (A) (2) - - - - - - - - -
TOTAL
SHAREHOLDIN
MGT - 9

2358788 NIL 2358788 79.70 2383788 - 2383788 80.52 0.82


G OF
PROMOTERS

B. Public Share
Holding
Institutions
Mutual Funds - - - - - - - - -
-Banks / FI‟s - - - - - - - - -
Central Govt - - - - - - - - -
State Govt - - - - - - - - -
Venture Capital
- - - - - - - - -
Funds
Insurance
- - - - - - - - -
Companies
FII‟s - - - - - - - - -
Foreign Venture
- - - - - - - - -
Capital Funds
Others (Specify)
Sub –Total (B) (1) - - - - - - - - -

Non Institutions
Bodies Corporate
i) Indian - - - - - - - - -
ii) Overseas - - - - - - - - -
Individuals

i)Individuals
Shareholder
holding nominal
share capital upto
Rs. 1 Lakh NIL 451641 451641 15.23 - - - - (15.23)

13th Annual Report 2016-17


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Life Sciences Private Limited

ii)Individuals
Shareholders
holding nominal
share capital in
excess of Rs. 1
lakh
C) Others
(Specify)
NIL 150000 150000 5.07 NIL 576641 576641 19.48 14.41
NRI/OCB‟s
Clearing
Members
Sub-Total (B)(2) NIL 601641 601641 20.30 NIL 576641 576641 19.48 (0.82)
Total public
Shareholding NIL 601641 601641 20.30 NIL 576641 576641 19.48 (0.82)
B=(B)(1)+(B)(2)

C. Shares held by
Custodian for - - - - - - - -
ADR‟s/ GDR‟s
GRAND TOTAL
2358788 601641 2960429 100.00 2383788 576641 2960429 100.00 0
(A+B+C)

B. Preference Share Capital Breakup as percentage of Total Preference shares:

No of Shares held at the Beginning of the


No of Shares held at the end of the year %
Category of Share year
Change
MGT - 9

Holders % of % of
during
Demat Physical Total Total Demat Physical Total Total
year
shares shares
A.Promoters
Indian
a) Individual/HUF - 266000 266000 100 - 266000 266000 100 0
b) Central Govt. - - - - - - - - -
State Govt. - - - - - - - - -
Bodies Corporate - - - - - - - - -
Banks / FI - - - - - - - - -
Any Other - - - - - - - -
Sub-Total (A) (1) - 266000 266000 100 - 266000 266000 100 0
Foreign - - - - - - - - -
NRI‟s-Individuals - - - - - - - - -
Other Individuals - - - - - - - - -
Bodies Corporate - - - - - - - - -
Banks / FI - - - - - - - - -
Any other - - - - - - - - -
Sub-Total (A) (2) - - - - - - - - -
TOTAL
SHAREHOLDING - 266000 266000 100 - 266000 266000 100 0
OF PROMOTERS

B. Public Share
Holding
Institutions
Mutual Funds - - - - - - - - -
-Banks / FI‟s - - - - - - - - -
Central Govt - - - - - - - - -
State Govt - - - - - - - - -
Venture Capital
- - - - - - - - -
Funds
Insurance
- - - - - - - - -
Companies
FII‟s - - - - - - - - -
Foreign Venture - - - - - - - - -

13th Annual Report 2016-17


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Life Sciences Private Limited

Capital Funds
Others (Specify)
Sub –Total (B) (1) - - - - - - - - -

Non Institutions
Bodies Corporate

ii) Indian - - - - - - - - -
ii) Overseas - - - - - - - - -

Individuals

i)Individuals
Shareholder holding
nominal share
capital upto Rs. 1
Lakh - - - - - - - - -

ii)Individuals
Shareholders
holding nominal
share capital in
excess of Rs. 1 lakh
C) Others (Specify)
NRI/OCB‟s - - - - - - - - -
Clearing Members
Sub-Total (B)(2) - - - - - - - - -
Total public
Shareholding - - - - - - - - -
B=(B)(1)+(B)(2)
MGT - 9

C. Shares held by
Custodian for - - - - - - - -
ADR‟s/ GDR‟s
GRAND TOTAL
- 266000 266000 100 - 266000 266000 100 0
(A+B+C)

(ii) Share Holding of Promoters:

S Shareholder Shareholding at the beginning of the


Shareholding at the end of the year
N ’s Name year
% of % of %of Shares % change in
%of Shares
total total Pledged / shareholding
No. of Pledged / No. of
Shares of Shares of encumbered during the year
Shares encumbered Shares
the the to total
to total shares
company company shares
1 Mr. Rajeev
1202788 40.63 34.96 1227788 41.47 34.96 (0.84)
Sindhi
2. Mrs. Gunjan
1156000 39.05 16.03 1156000 39.05 16.03 -
Sindhi
TOTAL 2358788 79.68 50.99 2383788 80.52 50.99 (0.84)

13th Annual Report 2016-17


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Life Sciences Private Limited

(iii) Change in Promoter’s Share holding (please specify, if there is no change)


Equity:
Sl. Shareholding at the beginning Cumulative shareholding during
Particulars
No of the year the year
No of shares % of Total shares No of shares % of Total shares
1 RAJEEV SINDHI
At the beginning of
1202788 40.63 1202788 40.63
the year
Purchase of share 25000 00.84 1227788 41.47
At the end of the
1227788 41.47 1227788 41.47
year

2 GUNJAN SINDHI
At the beginning of
1156000 39.05 1156000 39.05
the year
- - - -
At the end of the
1156000 39.05 1156000 39.05
year

Preference Share:
Sl. Shareholding at the beginning Cumulative shareholding during
Particulars
No of the year the year
No of shares % of Total shares No of shares % of Total shares
1 RAJEEV SINDHI
At the beginning of
88270 33.18 88270 33.18
MGT - 9

the year
Purchase of share - - - -
At the end of the
88270 33.18 88270 33.18
year

2 GUNJAN SINDHI
At the beginning of
177730 66.82 177730 66.82
the year
- - - -
At the end of the
177730 66.82 177730 66.82
year

(iv) Shareholding of top 10 share holders (other than directors, Promoters and holders of
GDR’s and ADR’s):
Equity Shares:

Shareholding at the
Cumulative Shareholding during
beginning
the Year
of the year
For Each of the Top 10 Equity
Sl. No. % of total
Shareholders % of total
No. of shares of No. of
shares of the
shares the shares
company
company
1. RAKESH SINDHI
At the beginning of the year 426641 14.41 426641 14.41
Date wise Increase / Decrease in
Promoters Shareholding during the year
specifying the reasons for increase NIL NIL NIL NIL
/decrease (e.g. allotment / transfer /
bonus/ sweat equity etc.):
At the end of the year 426641 14.41 426641 14.41

13th Annual Report 2016-17


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Life Sciences Private Limited

2. PRATAP CHANDRA RATH


At the beginning of the year 25000 0.84 25000 0.84
Date wise Increase / Decrease in
Promoters Shareholding during the year
specifying the reasons for increase (25000) 0.84 NIL NIL
/decrease (e.g. allotment / transfer /
bonus/ sweat equity etc.):
At the end of the year NIL NIL NIL NIL

3. MICHAEL HOFFMAN
At the beginning of the year 150000 5.07 150000 5.07
Date wise Increase / Decrease in
Promoters Shareholding during the year
specifying the reasons for increase NIL NIL NIL NIL
/decrease (e.g. allotment / transfer /
bonus/ sweat equity etc.):
At the end of the year 150000 5.07 150000 5.07

(v) Shareholding of Directors and Key Managerial Personnel;


Equity:
Sl. Shareholding at the beginning Cumulative shareholding during the
Particulars
No of the year year
% of Total % of Total
No of shares No of shares
shares shares
1 RAJEEV SINDHI
MGT - 9

At the beginning of the year 1202788 40.63 1202788 40.63


Purchase of share 25000 00.84 1227788 41.47
At the end of the year 1227788 41.47 1227788 41.47

2 GUNJAN SINDHI
At the beginning of the year 1156000 39.05 1156000 39.05
- - - -
At the end of the year 1156000 39.05 1156000 39.05

Preference Share:
Sl. Shareholding at the beginning of Cumulative shareholding during
Particulars
No the year the year
% of Total % of Total
No of shares No of shares
shares shares
1 RAJEEV SINDHI
At the beginning of
88270 33.18 88270 33.18
the year
Purchase of share - - - -
At the end of the
88270 33.18 88270 33.18
year

2 GUNJAN SINDHI
At the beginning of
177730 66.82 177730 66.82
the year
- - - -
At the end of the
177730 66.82 177730 66.82
year

13th Annual Report 2016-17


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Life Sciences Private Limited

(vi) Indebtedness:

Indebtedness of the company including interest outstanding / accrued but not due for payment.

Secured Loans
Excluding Unsecured Security Total
Particulars Deposits Loans Deposits Indebtedness

Indebtedness at the beginning of the


financial year
i) Principal Amount 7,465,828 467,610,932 - 75,076,760
ii) Interest due but not paid - 27,398,957 - 27,398,957
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 7,465,828 495,009,889 - 502,475,717
Change in Indebtedness during the
financial year
* Addition 33,823,299 - - 33,823,299
* Reduction 3,508,232 121,391,846 - 124,900,078
Net Change 30,315,067 (121,391,846) - (91,076,779)
Indebtedness at the end of the
financial year
i) Principal Amount 37,780,894 365,491,035 - 403,271,929
ii) Interest due but not paid - 8,127,009 - 8,127,009
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 37,780,894 373,618,044 - 411,398,938
MGT - 9

vii. Remuneration of Directors And Key Managerial Personnel:

A. Remuneration to Managing Director, Whole time Director and / or / Manager

Sl.No Particulars of Remuneration Name of MD / WTD / Manager Total


Amount
1. Gross Salary MD WTD MANAGER
(a) Salary as per provisions contained in section 17 24,00,000 - - 24,00,000
(1) of the income tax Act, 1961
(b) Value of Perquisities u/s 17 (2) Income tax Act, - - - -
1961
(c) Profits of lieu of salary under section 17(3) - - - -
Income tax Act, 1961
2. Stock Option - - - -
3. Sweat Equity - - - -
4. Commission
- As % of profit - - - -
- Others specify - - - -

5. Others, please specify - - - -


Total (A) 24,00,000 - - 24,00,000
Ceiling as per the Act

13th Annual Report 2016-17


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Life Sciences Private Limited

B. Remuneration to other directors:

Sl.N Particulars of Remuneration Name of the Directors Total


o Amount
1. Independent Directors
 Fee for attending board /
committee meetings NA NA NA NA NA
 Commission
 Others, please specify
Total (1)
2. Other Non Executive
Directors
 Fee for attending board /
NA NA NA NA NA
committee meetings
 Commission
 Others, please specify
Total (2)
Total (B) = (1+2)
Total Managerial
NA NA NA NA NA
Remuneration
Overall ceiling as per the Act NA NA NA NA NA

c. Remuneration to Key Managerial Personnel Other Than MD/MANAGER/WTD:

Sl.
Particulars of Remuneration Key Managerial Personnel
No
MGT - 9

Company
CEO CFO Total
Secretary
1 Gross Salary
(a) Salary as per provisions contained in section NA 421,271 NA 421,271
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 u/s 17(3) Income-tax Act
1961
2 Stock Option NA NA NA NA
3 Sweat Equity NA NA NA NA
4 Commission
- As % of profit NA NA NA NA
- Others specify
5 Others, please specify NA NA NA NA
6 Total NA 421,271 NA 421,271

13th Annual Report 2016-17


25
Life Sciences Private Limited

viii. Penalties / Punishments / Compounding of Offences:

Type Section of Brief Details of Authority Appeal made


Companies Description Penalty / (RD/NCLT if any (give
Act punishment / /COURT) Details)
Compounding
fee imposed
COMPANY
Penalty NA NA NA NA NA
Punishment NA NA NA NA NA
Compounding NA NA NA NA NA

DIRECTORS
Penalty NA NA NA NA NA
Punishment NA NA NA NA NA
Compounding NA NA NA NA NA

OTHER OFFICERS IN DEFAULT


Penalty NA NA NA NA NA
Punishment NA NA NA NA NA
compounding NA NA NA NA NA
MGT - 9

By order of the Board of Director


SANDOR LIFE SCIENCES PRIVATE LIMITED

Sd/- Sd/-
Place: Hyderabad RAJEEEV SINDHI GUNJAN SINDHI
Date:10.08.2017 Managing Director Director
(DIN: 00184701) (DIN: 00184754)

13th Annual Report 2016-17


26
Life Sciences Private Limited

Annexure - 4

Information pursuant to Section 197 of the Act


Read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

A. The percentage increase in remuneration of each director, Chief Financial Officer, Chief
Executive Officer, Company Secretary during the financial year 2016-17 and Ratio of the
remuneration of each director to the median remuneration of the employees of the company
for the financial year 2016-17:
Remuneration of % increase in Ratio of the
Name of the Director Remuneration in remuneration to the
Director/CEO/CFO/CS For the financial year the financial year median remuneration
2016-17 2016-17 of the employees
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

RAJEEV SINDHI
24,00,000 - 1:5.71
Information pursuant to Section 197 of the Act Read with Rule 5(1) of the

Managing Director
Company Secretary 421,271 - 1:1

Note: The median remuneration of employees of the Company during the financial year was
Rs.4,20,000/-

B. The percentage increase in the median remuneration of employees in the financial year:
40%

C. The number of permanent employees on the rolls of company: 153

D. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there are
any exceptional circumstances for increase in the managerial remuneration:

The average increase in the salaries of employees other than the managerial personnel in 2016-17
was Rs. 1,20,000/-. The Percentage increase in the managerial remuneration for the same
financial year was NIL.

E. Affirmation that the remuneration is as per the remuneration policy of the company.

It is hereby affirmed that the remuneration paid to the Directors and Key Managerial Personnel
are as per the Policy of the Company.

F. Employees drawing Rs 8.50 Lacs per month or Rs 102.00 Lacs per annum, whether
employed throughout the year or part of the Financial year – NIL

G. There are no employees in the service of the Company covered under Rule 5 (2) (iii) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

13th Annual Report 2016-17


27
Life Sciences Private Limited

H. Details of Top Ten Employees:


Whether the
employee is
Nature of Date of a relative of
employmen commence % of equity any
Age
Name of the Remunerati t (whether Qualification ment of shares held director/ma
Sl. No. Designation MM/DD/
employee on contractual & experience employmen of the nager, if yes
YY
or t(MMM/D employee name of
otherwise) D/YY such
director and
manager
P.hd and D.Sc
Chief
Kaveh (Biotechnolog
SLSPL221 Scientific 6000000 Contractual 8/1/2016 55Years Nil Nil
Mashayekhi y/Bioinformati
Officer
cs)
Dr.
Clinical Biochemical
SPPL046 G.Maheshw 3000000 Regular 12/3/2016 40Years Nil Nil
Associate Genetics
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

ar Reddy
Madhu Ph.D
Information pursuant to Section 197 of the Act Read with Rule 5(1) of the

SLSPL223 Mohan Rao Head 2400000 Regular (Immunogeno 8/3/2016 34Years Nil Nil
Katika mics)
Ashish
Head-sales Msc[Biotechn
SPPL035 Kumar 1500000 Regular 9/25/2010 33Years Nil Nil
&Marketing ology]
Dubey
Kiran Ph.D
SLSPL245 Kumar Head 1320000 Regular (Genetics & 12/9/2016 37Years Nil Nil
Vattam Molecular)
Dr
Principal Phd[
SPPL019 Madhurarek 1200000 Regular 2/9/2009 43Years Nil Nil
Scientist Biochemistry]
ha CH
Head -
Rishi
Business
SLSPL169 Kumar 1200000 Regular B.Tech, MBA 10/29/2015 49Years Nil Nil
Developmen
Verma
t
Vineeta Associate M.Sc(Bio
SLSPL198 900000 Regular 4/11/2016 31Years Nil Nil
Singh Scientist Informatics)
Head of
Division -
Naushad S Biochemical Ph. D [Bio
SLSPL203 900000 Regular 5/5/2016 42Years Nil Nil
M Genetics & Chemistry]
Pharmacoge
nomics
Dr.Nagesh
Principal M.Sc, Ph.D
SLSPL138 Narayan 840000 Regular 12/11/2014 37Years Nil Nil
Scientist (Immunology)
Pandey

By order of the Board of Director


SANDOR LIFE SCIENCES PRIVATE LIMITED

Sd/- Sd/-
Place: Hyderabad RAJEEEV SINDHI GUNJAN SINDHI
Date:10.08.2017 Managing Director Director
(DIN: 00184701) (DIN: 00184754)

13th Annual Report 2016-17


28

KN Murthy & Co
Chartered Accountants
A-418, Majestic Mansion, Shyamlal Buildings, Begumpet, Hyderabad-500016
Phone : 040-27761185, Email: knmurthy_gv@yahoo.co.in

Independent Auditor’s Report


To the Members of Sandor Lifesciences Private Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Sandor Lifesciences Private


Limited (“the Company”) which comprise the Balance Sheet as at March 31, 2017, the
Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.

Management’s Responsibility for the 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 of these financial statements
that give a true and fair view of the financial position, financial performance and cash flows of
the Company in accordance with the accounting principles generally accepted in India, including
the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of the financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or
error.

Auditor’s Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the provisions of the Act
and the Rules made 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 financial statements
are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the
disclosures in the financial statements. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal financial control relevant to the Company’s preparation of the financial
29

statements that give a true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on whether
the Company has in place an adequate internal financial controls system over financial
reporting and the operating effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness of the accounting
estimates made by the Company’s Directors, as well as evaluating the overall presentation of the
financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid 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 March 31, 2017, and its Loss and its
Cash Flow for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

2. As required by 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 and the Cash Flow Statement dealt
with by this Report are in agreement with the books of account

d. in our opinion, the aforesaid 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 written representations received from the directors as on March 31,
2017 taken on record by the Board of Directors, none of the directors is disqualified as
on March 31, 2017 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”.
30

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

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

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

iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.

iv. As per the representation given by the management the Company did not have any
holdings or dealings in Specified Bank Notes during the period from 8th November,
2016 to 30th December, 2016 – Refer Note [24(3)(k)]

For KN Murthy & Co


Chartered Accountants
Firm No. 006823S

Sd/-
KSVL Narasimha Murthy
Proprietor
Membership No 203849

Place : Hyderabad
Date : 29-05-2017
31

“Annexure A” to the Independent Auditors’ Report

Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory
Requirement’ of our report of even date to the financial statements of the Company for the year
ended March 31, 2017:

1) (a) The Company has maintained proper records showing full particulars, including
quantitative details and situation of fixed assets;

(b) The Company has a regular programme physical verification of its fixed assets by
which fixed assets are verified once in a year. In accordance with this programme,
all the fixed assets were verified during the year and no discrepancies were noticed
on such verification. In our opinion, this periodicity of physical verification is
reasonable having regard to the size of the Company and the nature of its assets.

(c) According to the information and explanation given to us the company is not holding
any immovable property.

2) (a) The management has conducted the physical verification of inventory at reasonable
intervals.

b) The discrepancies noticed on physical verification of the inventory as compared to


books records which has been properly dealt with in the books of account were not
material.

3) The Company has granted loan to party covered in the register maintained under
section 189 of the Companies Act, 2013 and the balance outstanding as at the end of the
year in respect to such parties is as under. As per our opinion, the receipt of the
principal amount of loan are regular;

Amount Amount
Outstanding Outstanding
as on as on
Sl.No Loans and Advances Given 31/03/2017 31/03/2016

1 Plexision 52,005,130 46,977,354

4) In our opinion and according to the information and explanations given to us, the
company has complied with the provisions of section 185 and 186 of the Companies Act,
2013 In respect of guarantee given to M/s TATA Capital Financial Services Limited for a
related party M/s Sandor Medicaids Private limited which availed a loan of Rs
4,85,00,000 (Four Crores Eighty Five Lacs only). Further the company also provided
first and exclusive charge by way of hypothecation on un-encumbered movable assets
with a value of Rs 178 lacs as collateral security to the above mentioned loan,

5) The Company has not accepted any deposits from the public and hence the directives
issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other
relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015
with regard to the deposits accepted from the public are not applicable.

6) As informed to us, the maintenance of Cost Records has not been specified by the Central
Government under sub-section (1) of Section 148 of the Act, in respect of the activities
carried on by the company.
32

7) (a) According to information and explanations given to us and on the basis of our
examination of the books of account, and records, the Company has been generally
regular in depositing undisputed statutory dues including Provident Fund, Employees
State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise,
Value added Tax, Cess and any other statutory dues with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts
payable in respect of the above were in arrears as at March 31, 2017 for a period of
more than six months from the date on when they become payable.

b) Details of service tax not deposited as on 31st March 2017 due on account of dispute
are given below

S.no Name of the Nature of Amount in Period of Forum where


Statute Dues Rs. which dispute is
amount pending
relates to
1 Service Tax Service Tax 4,88,440 2013-14 Commissioner
(Appeals)
2 Service Tax Service Tax 5,31,877 2014-15 Commissioner
(Appeals)

8) In our opinion and according to the information and explanations given to us, the
Company has not defaulted in the repayment of dues to banks. The Company has issued
350 debentures of Rs.10,00,000 each to River Street of Port Louis.

9) Based upon the audit procedures performed and the information and explanations given
by the management, the company has not raised moneys by way of initial public offer or
further public offer including debt instruments and term Loans. Accordingly, the
provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not
commented upon.

10) Based upon the audit procedures performed and the information and explanations given
by the management, we report that no fraud by the Company or on the company by its
officers or employees has been noticed or reported during the year.

11) Based upon the audit procedures performed and the information and explanations given
by the management, the managerial remuneration has been paid or provided in
accordance with the requisite approvals mandated by the provisions of section 197 read
with Schedule V to the Companies Act;

12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause
4 (xii) of the Order are not applicable to the Company.

13) In our opinion, all transactions with the related parties are in compliance with section
177 and 188 of Companies Act, 2013 and the details have been disclosed in the
Financial Statements as required by the applicable accounting standards.

14) Based upon the audit procedures performed and the information and explanations given
by the management, the company has not made any preferential allotment or private
placement of shares or fully or partly convertible debentures during the year under
review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to
the Company and hence not commented upon.
33

15) Based upon the audit procedures performed and the information and explanations given
by the management, the company has not entered into any non-cash transactions with
directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of
the Order are not applicable to the Company and hence not commented upon.

16) In our opinion, the company is not required to be registered under section 45 IA of the
Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the
Order are not applicable to the Company and hence not commented upon.

For KN Murthy & Co


Chartered Accountants
Firm No. 006823S

Sd/-
KSVL Narasimha Murthy
Proprietor
Membership No 203849

Place : Hyderabad
Date : 29-05-2017
34

“Annexure B” to the Independent 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 Sandor Lifesciences
Private Limited (“the Company”) as of March 31, 2017 in conjunction with our audit of the
standalone 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 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 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.

Auditors’ Responsibility

Our 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 requirements 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 respects.

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 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 purposes 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,
35

accurately and fairly reflect the transactions and 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 authorisations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorised 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
misstatements due to error or fraud may occur and not 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 and such internal financial controls over financial
reporting were operating effectively as at March 31, 2017, 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.

For KN Murthy & Co


Chartered Accountants
Firm No. 006823S

Sd/-
KSVL Narasimha Murthy
Proprietor
Membership No 203849

Place : Hyderabad
Date : 29-05-2017
36

FOR AND ON BEHALF OF


SANDOR LIFESCIENCES PRIVATE LIMITED

Ramakanta Tripathy
CFO( Group)
37

FOR AND ON BEHALF OF


SANDOR LIFESCIENCES PRIVATE LIMITED

Ramakanta Tripathy
CFO( Group)
38

FOR AND ON BEHALF OF


SANDOR LIFESCIENCES PRIVATE LIMITED

Ramakanta Tripathy
CFO( Group)
39
40
41
42
43
44
45
46
47
48
49

FOR AND ON BEHALF OF

SANDOR LIFESCIENCES PRIVATE LIMITED

Ramakanta Tripathy
CFO( Group)
Life Sciences Private Limited

ATTENDANCE SLIP FOR ANNUAL GENERAL MEETING

(To be surrendered at the venue of the meeting)

I certify that I am a registered shareholder/proxy/representative for the registered


shareholder(s) of M/s. Sandor Life Sciences Private Limited.

I hereby record my presence at the 13th Annual General Meeting of the shareholders of M/s.
Sandor Life Sciences Private Limited to be held on Monday, 18th September 2017 at 10.30 AM at
the registered office of the company situated at # 8-2-326/5, 2nd Floor, Plot No. 1, Road No.3,
Banjara Hills, Hyderabad-500 034, Telangana, India

DP ID* Reg. folio no.

Client ID* No of shares

*Applicable if shares are held in electronic form


Atendant Slip

Name and Address of Member:

____________________________________________
Signature of Shareholder/ Proxy/
Representative (Please Specify)

13th Annual Report 2016-17


Life Sciences Private Limited
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 U85110TG2004PTC043672
Name of the Company SANDOR LIFE SCIENCES PRIVATE LIMITED
Registered Office # 8-2-326/5, 2nd Floor, Plot No. 1 Road No.3, Banjara Hills
Hyderabad, TG 500034 IN
Name of the Member
Registered Address
Email 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
Email ID Signature
Or failing him
2 Name:
Address
Email ID Signature
Or failing him
Proxy Form

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 13th Annual
General Meeting of the company, to be held on Monday, 18th September 2017at 10.30 AM at the
registered office of the company situated at # 8-2-326/5, 2nd Floor, Plot No. 1, Road No.3, Banjara
Hills Hyderabad – 500 034, Telangana, India and at any adjournment thereof in respect of such
resolutions as are indicated below:

Sl. No. Resolutions For Against


Consider and adopt Audited financial statements as at
31.03.2017 and statement of profit and loss accounts for
1
the year ended and the reports of the board of Directors
and Auditors.
Appointment of statutory auditor and fix their
2
remuneration for the Financial Year 2016 – 2017.

3 Approval for material Related Party Transactions.

Affix
Signed this …………. day of ………………. 2017. 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.

13th Annual Report 2016-17


Life Sciences Private Limited

Address:
SANDOR LIFE SCIENCES PRIVATE LIMITED
# 8-2-326/5, 02nd Floor, Plot No. 1 Road No.3, Banjara Hills
Hyderabad Hyderabad Telangana, India 500034

Source: Google Map

13th Annual Report 2016-17


Life Sciences Private Limited

If Undelivered Please return to:

SANDOR LIFESCIENCES PRIVATE LIMITED


Regd. Office: # 8-2-326/5, 2nd Floor, Plot No. 1,
Road No.3, Banjara Hills,Hyderabad,
Telangana, India - 500034

13th Annual Report 2016-17

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