March 2019Income from Services
35,784.89
28,221.91
Profit/(Loss) before interest, depreciation and tax
8,006.38
5,259.27
Less : Interest Expense
119.12
139.66
Add: Interest & Other Income
1,689.40
1,186.47
Profit/(Loss) before depreciation and tax
9,576.66
6,306.08
Less: Depreciation
434.67
400.3
Profit/(Loss) before tax
9,141.99
5,905.78
Add/Less: Provision for income tax
1,363.79
828.84
Profit/(Loss) after tax
7,778.20
5,076.94
Add: Balance Brought forward from last year
13,831.14
8,754.20
Balance carried forward to Balance Sheet
21,609.34
13,831.14
HIGHLIGHTS OF THE YEAR & OUTLOOK
The Company continued to grow during the year 2019-20 with the exports contributing significantly to the growth. The revenue has increased by 27 % year on year and PAT has increased by 53%.
The Company has been featured as one of the best companies in the Working Mother and Avatar Best Companies for Women in India -2019, Arogya Healthy Workplace Award-Platinum category, 2019 and GPTW-Best Workplace for Women, 2020 During the year, Kendle Americas Investment, Inc, a Syneos Health Group Company, invested in the Company's subsidiary, Omnipresence Technologies, Inc (fka Indegene Omnipresence, Inc.) in the form of convertible preference stock and has 25.29% voting rights in the Subsidiary Company. The Company is continuing to expand its global presence and has started operations in Japan through an investment in a wholly owned subsidiary domiciled in Japan. Adoption of digital and technologies such as AI and NLP in the lifescience industry is witnessing an acceleration and the Company is uniquely positioned to participate in this transformation with its ability to combine deep domain and industry knowledge with modern technologies to meet the requirements of its customers. Further Covid-19 has not impacted the industry adversely and the Company has witnessed firm indications of an increased demand in adoption of digital and new technology led transformation. The Company across multiple locations has been promoting remote working for its employees since the onset of Covid-19 pandemic. Operations have not been impacted and the investments in robust IT infrastructure and promotion of use of new-age collaborations tools have ensured that none of the customer engagements had any disruption despite remote working. The Company's plan is to drive growth in the current client accounts and new accounts also with exports playing a larger role in the future.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company.TRANSFER TO RESERVES
The Company has not transferred any amount to reserves.DIVIDEND
The Company will be ploughing back the profits to fund the future growth plans. Therefore, your directors do not recommend payment of dividend on the equity shares as well as optionally convertible cumulative preference shares. Accordingly, the dividend on the said preference share would accumulate.MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR.
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
SUBSIDIARY COMPANIES
The Company has 13 subsidiaries including subsidiaries of subsidiaries viz; ILSL Holdings, Inc (USA), Indegene, Inc. (USA), Indegene Healthcare, LLC (USA), Medcases, LLC (USA), Omnipresence Technologies, Inc. (USA) (renamed w.e.f 11May2020, fka Indegene Omnipresence, Inc / Skura, Inc)), Indegene Wincere, Inc. (USA), Indegene Ireland Limited (Ireland), Indegene Aptilon, Inc. (Canada), Omnipresence Technology Services, Inc, (Canada) (renamed w.e.f 29June2020, fka Indegene Omnipresence Services, Inc / Indegene Skura, Inc), Indegene Fareast Pte Ltd (Singapore), , Indegene Lifesystems Consulting (Shanghai) Co., Ltd (China), Indegene Europe LLC (Europe) and Indegene Japan Godo Kaisha (Japan), incorporated on 9 June 2020.
The investment by the Company is 100% in all subsidiaries except for the investment in Omnipresence Technologies, Inc. wherein the holding is 74.71%.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT.
Attached in Annexure A.DEPOSITS:
The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2020. There were no unclaimed or unpaid deposits as on March 31, 2020.DIRECTORS
There have been no changes in the Board of Directors of the Company for the financial year 2019-2020.
BOARD PROCEDURES
The Notice together with agenda for the meeting of the Board of Directors is sent in advance to the Directors.
EMPLOYEES STOCK OPTION PLANS
The shareholders approved the Employees Stock Option Plan (the ESOP 2007) in September 2007, which provided for the issue of maximum 75,000 equity shares to employees. The unissued options were transferred to the RSU 2015 Plan. The Company does not propose any further issue under the ESOP 2007 plan.
The shareholders also approved the employee Restricted Stock Unit (RSU 2015) Plan, 2015 on 4th June 2015, which provides for the issue of maximum 46,302 equity shares to employees.
The Compensation Committee of the Board consisting of the following members administers both the ESOP 2007 and the RSU 2015 plans:
PARTICULARS OF EMPLOYEES
In terms of the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, the names and other particulars of the specified employees are required to be set out in the Directors' Report.
The details are in Annexure D.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company met on 5 occasions, on 5th April, 2019, 18th July 2019, 7th November 2019, 16th January 2020 and 23rd January 2020.DIRECTORS' RESPONSIBILITY STATEMENT In accordance with the provision of 134(3)(C) of the Companies Act, 2013, the Board of Directors affirms that; that in the preparation of the annual accounts for the period ended on March 31, 2020, the applicable accounting standards had been followed along with proper explanation relating to material departures;
that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2020 and of the profit of the Company for the period ended 31st March 2020;
that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
that the annual accounts for the financial year ended March 31, 2020 have been prepared on a 'going concern' basis.
the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
APPRECIATIONS / ACKNOWLEDGEMENTS.Mr. T V G Krishnamurthy - Chairman Mr. Manish Gupta - Member
Till date the following gr ants have been made pursuant to the Plan at an exercise price of Rs.50/- per share plus tax, if applicable.
The options movement under the ESOP 2007 Plan as on 31st March 2020 is as follows:
Total number of options available as per the Plan
75,000
Total Grants made
62,773
Total options vested
62,773
Options lapsed / forfeited till 31 March 2020
35,830
Options exercised
24,893
The total number of shares arising as a result of exercise of options
24,893
Total number of options in force as on 31 March 2020
2,050
The options movement under the RSU Plan as on 31st March 2020 is as follows:
Total number of options available as per the Plan
Indegene Pvt Ltd
Subsidiary / associate companies
Total
Units to eligible employees
10,802
35,500
46,302
Total Grants made
6,863
13,782
20,645
Total options vested
4,571
6,060
10,631
Options lapsed / forfeited till date of this report
1,036
2,034
3,070
The total number of shares arising as a result of exercise of options
3,752
1,796
5,548
Grants left for future disbursements
3,274
20,331
25,658
AUDITORS
M/s. B S R & Associates LLP, Chartered Accountants, were appointed as Statutory Auditors of the Company for a term of 5 years in the Annual General Meeting held on 8 September, 2016. Pursuant to the Companies (Amendment) Act, 2017 with effect from 7th May 2018, the requirement to ratify the appointment of Auditors at every AGM has been done away with.
There are no qualifications or observations or remarks made by the Auditors in their Report.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No. MGT - 9 is attached as Annexure B
PREVENTION OF SEXUAL HARASSMENT (POSH)
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Prevention of Sexual Harassment (POSH) Committee has been set up to redress complaints received regarding sexual harassment. During the year under review there were 2 complaints / case filed pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.
RISK MANAGEMENT
The Company has in place a framework for assessment and management of risk, both financial and operational and there are no foreseeable risks that pose a threat to the existence of the Company. The Company has implemented a framework for effective internal control on financial reporting. An assessment of the same was done through a third party and the controls were found to be adequate.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are given as Annexure C.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year your company has invested a further sum of Rs.2,43,06,452 in the Wholly Owned Subsidiary, Indegene Lifesystems Consulting (Shanghai) Ltd., as Equity and hence the total investment in the Subsidiary is Rs.22,26,18,338 as Equity. Further the Company has invested additional Rs.1,18,38,68,075 in its Subsidiary, Omnipresence Technologies, Inc. as Equity. Hence the total investment in the Subsidiary Omnipresence Technologies, Inc. is Rs.1,81,15,99,519 as Equity. The Company has also redeemed Rs. 3,47,56,413 worth Preference shares in its Wholly Owned Subsidiary ILSL Holdings Inc., and hence the total investment in the Subsidiary is Rs. 63,19,67,190 as Preference shares. There were no further investments or redemption in any other Subsidiary during the period ending March 31, 2020. The Company has not provided any guarantees to the subsidiaries, affiliates or to any other party on behalf of the subsidiaries or affiliates.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
As per Financials / MGT-9 attachedSTATUTORY INFORMATION
A. INFORMATION UNDER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) THE COMPANIES (ACCOUNTS) RULES, 2014
Conservation of energy-the steps taken or impact on conservation of energy: NIL the steps taken by the company for utilising alternate sources of energy: NIL the capital investment on energy conservation equipments: NIL
Technology absorption-the efforts made towards technology absorption: NIL the benefits derived like product improvement, cost reduction, product development or import substitution: NIL in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- : NIL the expenditure incurred on Research and Development: NIL
Foreign Exchange Earnings and Outgo
During the year 2019-20 total foreign exchange inflow and outflow is as follows:
Year Ended
31st March 2020Year Ended
31st March 2019 i). Foreign Exchange earnings
3,42,43,85,179
2,61,28,41,558
ii). Foreign Exchange outgo
28,79,89,097
25,84,86,213
We thank our customers, vendors and bankers for their continued support during the year. We express confidence in the support and encouragement received from Group LifeSpring and Nadathur Fareast Pvt. Ltd. We place on record our appreciation of the contribution made by employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support and we look forward to a continued co-operation in the progress of the Company.
For and On Behalf of the Board of Directors
Place: Bangalore DR. SANJAY PARIKH MANISH GUPTADate: 28th September 2020 DIRECTOR DIRECTOR