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कोरल लेबोरेटरीज निदेशकों की रिपोर्ट, कोरल लेबोरेटरीज निर्देशकों द्वारा रिपोर्ट

कोरल लेबोरेटरीज

बीएसई: 524506  |  NSE: N.A  |  ISIN: INE683E01017  |  Pharmaceuticals

खोजें कोरल लेबोरेटरीज कनेक्शन Mar 16
निदेशकों की रिपोर्ट वर्षांत : Mar '18

Dear Member(s),

The Directors have pleasure in presenting the 36th Annual Report together with the Audited Financial Statements for the year ended 31st March 2018.

FINANCIAL RESULTS:

The performance during the period ended 31st March 2018 has been as under:

(Rs. in Lacs)

Particulars

2017-18

2016-17

Income

9694.07

9883.72

Expenditure

7889.12

7395.07

Earnings before Tax

1804.94

2488.65

Provision for Tax

550.00

822.00

Provision for Deferred Tax

10.36

4.74

Less: Income Tax Adjustments of earlier years

32.34

Earnings after Tax

1244.58

1629.58

Other Comprehensive Income (net of tax)

(311.77)

2467.40

Total Comprehensive Income

932.81

4096.98

Add: IND-AS Adjustment

Add: Balance Brought forward

10137.99

6240.14

Less: Dividend Paid (including Dividend Distribution tax)

(214.99)

Deferred tax liability

(199.13)

Balance carried forward to Balance Sheet

10855.82

10137.99

DIVIDEND:

Your Directors are pleased to recommend dividend for the financial year 2017-2018 on the Equity Shares of the Company of face value of Rs.10.00/- each at the rate of 20% i.e. Rs.2/-per equity share of the Company.

PERFORMANCE:

During the year under review, the company posted Revenue of Rs. 9694.07 lacs as compared to previous year Rs. 9883.73 lacs. However, the earnings after tax stood at Rs. 1244.59 lacs as compared to Rs.1629.58 lacs during the previous year

TRANSFER TO RESERVES:

Your Company does not propose to transfer any amount to the general reserve.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) REGULATIONS, 2015 entered with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

DISCLOSURE IN COMPLIANCE WITH THE ACCOUNTING STANDARD ON “RELATED PARTY DISCLOSURES:

As required under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) REGULATIONS, 2015 with Stock Exchanges, the disclosure in compliance with the accounting standard on “related party disclosures” are enclosed as a part of this report.

LISTING WITH STOCK EXCHANGES:

The Equity Shares of the Company continues to be listed at Bombay Stock Exchange. The scrip code number of the Equity shares of the Company on BSE is 524506.The Company confirms that it has paid up to date listing fees to Bombay Stock Exchanges.

DEMATERIALIZATION:

The Equity shares of the Company can be held in dematerialized form. The Company has signed the tripartite agreement with National Securities Depository Limited and Central Depository Services (India) Limited and existing Registrar & Transfer Agent for dematerialization of existing holding of the shareholders.

The International Securities Identification Number allotted to the Company is INE683E01017. The equity shares of the Company are listed at Bombay Stock Exchange Limited (BSE).

95.61% of the company''s paid up Equity Share Capital is in dematerialized form as on 31st March 2018 and balance 4.39% is in physical form. The Company''s Registrar and share transfer agents are Link Intime India Private Limited, C-101, 247 Park, L.B. S Marg, Vikhroli (West), Mumbai - 400 083.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial Year 2017-2018, the Company has not made any contribution to Corporate Social Responsibility as the Company was identifying the right avenue. The Company has as on the date of signing the report initiated the policy of contributing towards Corporate Social Responsibility.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure - A to this report.

STATE OF AFFAIRS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

INVESTOR EDUCATION AND PROTECTION FUND(IEPF):

As per the provisions of section 124 & 125 read with rules namely “Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016”, unpaid dividends, if any will be transferred to the Investor Education and Protection Fund of the Central Government pursuant to the provisions of Companies Act after completion of seven years from the date of its transfer to unpaid dividend account. Further Ministry of Corporate Affairs has recently notified new Rules namely “Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016” which have come into force from September 7, 2016. The said Rules, amongst other matters, contain provisions for transfer of all shares in respect of which dividend has not been paid or claimed for seven consecutive years in the name of IEPF Suspense Account. The details of unpaid / unclaimed dividend are available on our website: www.corallab.com.

During the Financial Year 2017-2018, the company has transferred to the Investor Education and Protection Fund (IEPF) following amount of unclaimed dividend and corresponding shares thereto as stated below:

Particulars

Amount of dividend transferred (in Rs.)

No. of shares transferred

For the year 2008-2009

Rs. 106025

22712 Shares

For the year 2009-2010

Rs.106890

1661 Shares

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the M/s. Uma Lodha& Co. Practicing Company Secretaries confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included as a part of this report.

Your Company has also been enlisted in the new SEBI compliant redressal system (SCORES) enabling the investors to register their complaints if any for speedy redressal.

PUBLIC DEPOSIT:

Your Company has neither accepted nor renewed any deposit within the meaning of Section 73 and other applicable provisions, if any, of the Companies Act, 2013 and the necessary rules made there under during the year ended 31st March, 2018.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantees and investment have been disclosed in the notes to the financial statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

(i) Changes in Directors and Key Managerial Personnel (KMP):

There were changes in Directors or Key Managerial Personnel (KMP) in the financial year 2017-2018 as follows:

- At the Board Meeting dated 26th May, 2017,Mr. Navin Doshi (Director), Mr. Kishor Mehta (Whole-Time Director) and Mrs. Meeta Sheth (ChiefFinancial Officer) tendered their resignation.

- Mr. Girish Dhameja (DIN: 07798455) was appointed as an Additional Director of the Company. Accordingly, the Board appointed him as Whole-Time Director w.e.f. 26th May, 2017, subject to approval by the Members of the Company. At the AGM held on 19th September, 2017, members approved his appointment.

- Mr. Chetan Doshi (DIN: 00319134) was appointed as an Additional Director of the Company w.e.f. 26th May, 2017, subject to approval by the Members of the Company. At the AGM held on 19th September, 2017, members approved his appointment.

- Mr. Sanket Mehta (DIN:05309112)was appointed as an Additional Director and Independent Director of the Company w.e.f. 26th May, 2017, subject to approval by the Members of the Company. At the AGM held on 19th September,2017, members approved his appointment.

- Mrs. Sushma C. Chinchane (DIN:07791735) was appointed as an Additional Director and Chief Financial Officer of the Company w.e.f. 26th May, 2017. At the AGM held on 19th September, 2017 members approved her appointment.

- Ms. Nirali Mehta has been appointed as Company Secretary and Compliance Officer of the company with effect from 10th August, 2017.

DECLARATION OF INDEPENDENCE:

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013.

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors pursuant to the provisions of the Companies Act,2013 and as per Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual Directors based on the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of independent Directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairperson was evaluated, taking into account the views of Executive Directors and NonExecutive Directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your company has an effective Internal Control and Risk - Mitigation System, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s Internal Control System is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. Hardik Shah & Associates, a Chartered Accountants firm. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observation and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the internal Audit function reports to the Chairperson of the Audit Committee.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in “Annexure [D]” to this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, Directors of your Company hereby state and confirm that

(a) In the preparation of the Annual Accounts for the year ended 31st March 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies 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 and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the Annual Accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES:

( i ) Audit Committee:

The Board has constituted a well-qualified Audit Committee with majority of them are Independent Directors including Chairperson of the committee. They possess sound knowledge on accounts, audit, finance, taxation, internal controls etc. Mr. Rajesh R. Parikh acts as Chairman to the Audit committee.

The Composition of Audit Committee comprises the following:

Sr. No.

Name of the Director

Designation in Committee

Nature of Directorship

1.

Mr. Rajesh R. Parikh

Chairman

Non-Executive (Independent)

2.

Mrs. Sheela R. Kamdar

Member

Non-Executive(Independent)

3.

Mrs. Sushma Chinchane (w.e.f. 26th May, 2017)

Member

Non- Executive -Non-Independent

(i) Nomination and Remuneration Committee:

The Composition of Nomination and Remuneration Committee comprises the following:

Sr.No.

Name of the Director

Designation in Committee

Nature of Directorship

1.

Mr. Rajesh R. Parikh

Chairman

Non-Executive (Independent)

2.

Mrs. Sheela R. Kamdar

Member

Non-Executive(Independent)

3.

Mrs. Sushma Chinchane (w.e.f. 26th May, 2017)

Member

Non- Executive -Non-Independent

(ii) Stakeholders Relationship Committee:

The Composition of Stakeholders Relationship Committee comprises the following:

Sr.No.

Name of the Director

Designation in Committee

Nature of Directorship

1.

Mr. Rajesh R. Parikh

Chairman

Non-Executive (Independent)

2.

Mrs. Sushma Chinchane (w.e.f. 26th May, 2017)

Member

Non- Executive -Non-Independent

(iii) Corporate Social Responsibility Committee:

The Composition of Corporate Social Responsibility Committee comprises the following:

Sr.No.

Name of the Director

Designation in Committee

Nature of Directorship

1.

Mr. Rajesh R. Parikh

Chairman

Non-Executive (Independent)

2.

Mrs. Sheela R. Kamdar

Member

Non-Executive(Independent)

3.

Mrs. Sushma Chinchane (w.e.f. 26th May, 2017)

Member

Non- Executive -Non-Independent

AUDITORS AND AUDITORS’ REPORT:

STATUTORY AUDITORS:

M/s. SPVM & CO., Chartered Accountants, (FRN: 136751W),the Statutory Auditors of the Company hold the office up to the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment for the financial year 2018-2019. Your Company has received written consent and a certificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and rules issued there under.

As required under Regulation 18 read with Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee and the Board of Directors recommend the appointment of M/s. SPVM & CO., Chartered Accountants, (FRN: 136751W) as Auditors of your Company for the financial year 2018- 19 from the conclusion of this Annual General Meeting (AGM) till the conclusion of the upcoming Annual General Meeting of the Company (subject to ratification of their appointment at every AGM).

The Auditors'' Report for the financial year 2017-18, does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR /SECRETARIAL AUDIT 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 M/S Uma Lodha & Co., Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as “Annexure - [C]” to this Report.

Certain reservations and observations made in the secretarial audit report with regard to following:

- Non- engagement of graduate/ technician apprentices as prescribed under The Apprentices (Amendment) Act, 1973,1986 & 2014.

- Non-compliance regarding publication under Regulation 47 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

However, the Company would ensure in future that all the provisions are complied with to the fullest extent and the website of the Company is updated regularly.

COST AUDIT:

The Board of Director of Your Company has re-appointed M/s. Ketki D. Visariya & Co. Cost Accountants, to conduct audit of your Company''s cost records for the Financial Year 2018-2019 at a remuneration of Rs. 60,000/- (Rupees Sixty Thousand only). As required under the provisions of Companies Act, 2013, the remuneration of Cost Auditor as approved by the Board of Directors is subject to ratification by the shareholders at the ensuing Annual General Meeting.

The Cost Audit Report will be filed within the prescribed period of 180 days from the close of the Financial Year.

WEB ADRESS OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 and the Extract of Annual Return (Form No. MGT-9) as on the financial year ended on 31st March,2018 has been uploaded on the website of the Company and weblink of the same is www.corallab.com.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND AUDIT COMMITTEES:

Your Board of Directors has duly met 4(Four) times during the financial year i.e. on 26th May 2017, 10th August 2017, 06th November, 2017 and 25th January 2018 respectively in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The Audit Committee has duly met 4 (Four) times during the financial year i.e. 26th May 2017, 10th August 2017, 06th November 2017 and 25th January 2018 respectively in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minute Book maintained for the purpose.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for Directors and employees to report genuine concerns has been established.

The purpose of the “Whistle Blower Policy” is to allow employees to raise concerns about unacceptable, improper or unethical practices being followed in the organization. They will be protected against any adverse action and/or discrimination as a result of such a reporting, provided it is justified and made in good faith. The Chairman of the Audit Committee has been designated for receiving and recording any complaints under this policy.

The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.corallab.com/pdf/Whistle-Blower-Policy.pdf

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-E. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules there under and the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. This Policy was considered and approved by the Board has been uploaded on the website of the Company at http://www.corallab.com/pdf/Related-Party-Transaction-Policy.pdf

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees during day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behavior of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “code of business conduct” which forms an Appendix to the Code. The Code has been posted on the Company''s website http://www.corallab.com/pdf/Code-of-Conduct-Coral-Lab.pdf

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to constitute a business risk management committee. Hence it is not applicable to the Company for the year under review.

At present the company has not identified any element of risk which may threaten the existence of the company.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

General

a) Your Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise; and

b) Your Company does not have any ESOP scheme for its employees/Directors.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2017-18, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31st March, 2018.

ACKNOWLEDGMENT:

We take this opportunity to express our deep sense of gratitude to Securities and Exchange Board of India, Bombay Stock Exchange Limited, Registrar of Companies, National Securities Depository Limited, Central Depository Services (India) Limited, M/s. Link Intime India Private Limited, Bankers, Shareholders and other Government Agencies for their continued support.

By Order of the Board

For Coral Laboratories Limited

Sd/- Sd/- Sd/-

Chetan Doshi Girish Dhameja Sushma Chinchane

Chairman & Director Whole-Time Director CFO & Director

(DIN: 00319134) (DIN: 07798455) (DIN: 07791735)

Place : Mumbai

Date : 8th August, 2018

स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `705 Cr की बिकवाली की
  • MARKET CUES : DIIs ने कैश में `220 Cr की खरीदारी की
  • MARKET CUES : FIIs ने F&O में `297 Cr की खरीदारी की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `109 Cr की खरीदारी
  • MARKET CUES : इंडेक्स ऑप्शंस में `840 Cr की खरीदारी
  • MARKET CUES : स्टॉक फ्यूचर्स में `513 Cr की बिकवाली
  • MARKET CUES : स्टॉक ऑप्शंस में `139 Cr की बिकवाली
  • STILL IN F&O BAN : YES BANK के F&O पर रोक बरकरार
  • DB ON VODAFONE IDEA : SELL रेटिंग, लक्ष्य `1/Sh
  • CLSA ON VODAFONE IDEA : SELL रेटिंग, लक्ष्य घटाकर `3.50/Sh

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