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Adline Chem Lab Ltd.

BSE: 524604 Sector: Health care
NSE: N.A. ISIN Code: INE276T01018
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NSE 05:30 | 01 Jan Adline Chem Lab Ltd
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OPEN 8.34
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VOLUME 100
52-Week high 11.44
52-Week low 4.79
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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Adline Chem Lab Ltd. (ADLINECHEMLAB) - Director Report

Company director report

Dear Members

Your Directors present the 33rd ANNUAL REPORT together with the AuditedFinancial Statements for the Financial Year ended 31st March 2021.

(Rs. in lakh)
1. FINANCIAL RESULTS:
Particulars F.Y. 2020-21 F.Y. 2019-20
Loss before Interest Depreciation & Taxation (22.79) (330.47)
Less : Interest/ Finance Cost 3.27 2.02
Loss Before Depreciation & Taxation (26.06) (332.49)
Less : Depreciation & amortisation 102.34 42.6
(Loss) before Taxation & exceptional items (128.40) (375.09)
Add : Profit from Exceptional items 0.07 24.35
Less: Tax Expense - 25.71
(Loss) after Tax (128.33) (376.45)

The company has discontinued its business operation with effect from 1stApril 2021. It has transferred all the fixed assets during last two years. The company hadincurred heavy losses in business operation and this difficult decision has been taken bymanagement of the company to save the company from further losses. The management of thecompany is seriously exploring new business avenues which can be economically viable andstrengthen the net worth of the shareholders. Your directors are confident that thisdecision of the management shall find favour with members of the company

2. DIVIDEND:

In view of losses the Directors express their inability to recommend any dividend onthe Equity Shares for the year under review.

3. OPERATIONS:

The revenue from Operations during the year under review stood at Rs. 632.32 Lakhcompared to Rs. 659.13 Lakh during 2019-20. The Company has discontinued the businessoperations w.e.f. 1st April 2021 and therefore there will be very littlebusiness activity from 1st April 2021 onwards. However your directors believethat this should be temporary phase.

The Company suffered Losses before Interest Depreciation & Taxation of Rs. 22.79Lakh during the year under review compared to loss of Rs. 330.47 Lakh during 2019-20. TheLoss before Depreciation & Taxation for the year was Rs.26.06 Lakh during the yearunder review compared to Loss of Rs. 332.49 Lakh during 2019-20. The Net Loss after givingeffect of exceptional items during the year under review was Rs. 128.33 Lakh compared toNet Loss of Rs. 376.45 Lakh during 2019-20.

4. COVID-19 PANDEMIC:

Due to outbreak of Covid-19 globally and in India the Company's management has madeinitial assessment of likely adverse impact on business and financial risks on account ofCovid-19. There is slow down in the business of the Company due to lockdown which hadimpact on operations. However the management does not see any concrete solution to regainthe sales loss. Two of the Company's directors have resigned w.e.f. 9th April2021. Both were actively involved in managing the Company's business. This has resulted insetback in the effective day to day management.

5. LISTING:

The Equity Shares of the Company are listed on BSE Limited. The Company is generallyregular in payment of Annual Listing Fees. The Company has paid listing fees up to thefinancial year 2021-22.

6. SHARE CAPITAL:

The paid up Share Capital of the Company as on 31st March 2021 was Rs. 585Lakhsconsisting of 5850000 equity shares eachRs. 10/- fully paid up. As on 31stMarch 2021 the Company has not issued shares with differential voting rights nor grantedstock options nor sweat equity and none of the Directors of the Company hold anyconvertible instruments.

7. RESERVES:

Your Company in view of the loss for the financial year under review does not proposeto transfer any amount to general reserve.

8. DIRECTORS & KEY MANAGERIAL PERSONAL:

8.1 The Shareholders at the 32nd Annual General Meeting (AGM) held on 30thSeptember 2020 have appointed Mr. Devarshi D. Patel (DIN: 01522985) as IndependentDirector for his second term of five consecutive years w.e.f. the conclusion of 32nd AGMupto the conclusion of the 37th AGM to be held in the calendar year 2025.

8.2 The Shareholders at the 32nd Annual General Meeting (AGM) held on 30thSeptember 2020 have re-appointed Mr. Kamlesh J. Laskari (DIN: 00461198) asManaging Directorof the Company for a period of 3 years with effect from 1st December2020to 30th November 2023.

8.3 One of your Directors viz. Ms. Ranak K. Laskari (DIN –00461265) retires byrotation in terms of the Articles of Association of the Company. However being eligibleoffers herself for reappointment.

8.4 Mr. Rohan K. Laskari (DIN: 03382316) has resigned as Executive Director with effectfrom 9th April 2021.

8.5 Mr. Sohan K. Laskari (DIN: 06637203) has resigned as Executive Director with effectfrom 9th April 2021. He continues to be CFO of the Company.

8.6 The Board of Directors duly met 6 times during the financial year under review.

8.7 The Company has received necessary declaration from each Independent Director ofthe Company under Section 149(7) of the Companies Act 2013 (the Act) that they meet withthe criteria of their independence laid down in Section 149(6) of the Act.

8.8 In terms of provisions of Section 150 of the Companies Act 2013 read with Rule6(4) of the Companies (Appointment & Qualification of Directors) Amendment Rules 2019the Independent Directors of the Company have registered themselves with the IndianInstitute of Corporate Affairs Manesar (‘IICA').

8.9 Brief profile of the Directors being appointed and re-appointed as required underRegulations 36(3) of Listing Regulations 2015 and Secretarial Standard on GeneralMeetings and the justification for appointment/reappointment of Independent Directors areprovided in the notice for the forthcoming AGM of the Company.

8.10 FORMAL ANNUAL EVALUATION:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating theperformance of the Board of Directors as well as that of its Committees and individualDirectors including Chairman of the Board Key Managerial Personnel/ Senior Managementetc. The exercise was carried out through an evaluation process covering aspects such ascomposition of the Board experience competencies governance issues etc.

8.11 DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act 2013 it is herebyconfirmed:

(i) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at 31st March2021 being end of the financial year 2020-21 and of the loss of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

9. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.

10. MANAGERIAL REMUNERATION:

REMUNERATION OF DIRECTORS & KRM:

Sr. No. Name of the Director & Designation Remuneration for the financial year 2020-21 (Rs.) % Increase/ (decrease) over last year Parameters Median of Employees Remuneration (Rs.) Ratio Commission received from Holding/ Subsidiary
1. Kamlesh J. Laskari Managing Director 14.98 lakh - - 4.20 lakh 3.57 N.A.
2. Rohan K. Laskari Executive Director* 7.94 lakh 5.87 Higher responsibility & time involvement 4.20 lakh 1.89 N.A.
3. Sohan K. Laskari CFO# 5.29 lakh 17.56 4.20 lakh 1.26 N.A.
4. Bhavasthi R. Mehta Company Secretary 2.40 lakh - - - - N.A.

*Mr. Rohan K. Laskari (DIN: 03382316) has resigned as Executive Director with effectfrom 9th April 2021.

#Mr. Sohan K. Laskari (DIN: 06637203) has resigned as Executive Director with effectfrom 9th April 2021.

The Board of Directors has framed a Remuneration Policy that assures the level andcomposition of remuneration is reasonable and sufficient to attract retain and motivateDirectors Key Managerial Personnel and Senior Management to enhance the quality requiredto run the Company successfully. All the Board Members and Senior Management personnelhave affirmed time to time implementation of the said Remuneration policy.

The Nomination and Remuneration Policy are available on the Company's website-www.kamronlabs.com

11. KEY MANAGERIAL PERSONNEL:

% INCREASE IN REMUNERATION OF DIRECTORS AND KMP:

Sr. No. Name of the Director & KMP Designation Percentage Increase (If any)
1. Kamlesh J. Laskari Managing Director N.A.
2. Rohan K. Laskari* Executive Director 5.87
3. Sohan K. Laskari# CFO 17.56
4. Bhavasthi R. Mehta Company Secretary N.A.

*Mr. Rohan K. Laskari (DIN: 03382316) has resigned as Executive Director with effectfrom 9th April 2021.

#Mr. Sohan K. Laskari (DIN: 06637203) has resigned as Executive Director with effectfrom 9th April 2021.

12. PERSONNEL AND H. R. D.:

12.1 INDUSTRIAL RELATIONS:

The Number of permanent Employees of the Company is 27. The relationship betweenaverage increase in remuneration and Company's performance is as per the appropriateperformance benchmarks and reflects short and long term performance objectives appropriateto the working of the Company and its goals.

12.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) ofCompanies Appointment & Remuneration of Managerial personnel) Rules 2014.

13. RELATED PARTY TRANSACTION AND DETAILS OF LOANS GUARANTEES INVESTMENT &SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans Guarantees and Investmentscovered under the provisions of Section 188 and 186 of the Companies Act 2013respectively are given in the notes to the Financial Statements attached to the Directors'Report.

All transactions entered by the Company during the financial year with related partieswere in the ordinary course of business and on an arm's length basis. During the year theCompany had not entered into any transactions with related parties which could beconsidered as material in accordance with the policy of the Company on materiality ofrelated party transactions.

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's websiteatwww.kamronlabs.com

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:

The information required under Section 134(3)(m) of the Companies Act 2013 and rule8(3) of Companies (Accounts) Rules 2014 relating to the conservation of Energy andTechnology Absorption forms part of this report and is given by way of Annexure- A.

15. CORPORATE GOVERNANCE AND MDA:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Report on Corporate Governance (on voluntarybasis) Management Discussion and Analysis (MDA) and a certificate regarding compliancewith the conditions of Corporate Governance are appended to the Annual Report as Annexure- B.

16. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) ofthe Companies Act 2013 from M/s. Kashyap R. Mehta & Associates Company SecretariesAhmedabad. The said Report is attached with this Report as Annexure – D. Theremarks of the Auditors are self explanatory.

17. ANNUAL RETURN:

The Annual Return as required under Section 92(3) of the Companies Act 2013 and Rule12 of the Companies (Management and Administration) Rules 2014 is available on thewebsite of the Company and can be accessed at www.kamronlabs.com.

18. RESEARCH & DEVELOPMENT:

The Quality Control and R & D Department of your Company has shown satisfactoryperformance during the year under review.

19. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIPCOMMITTEE:

The details of various committees and their functions are part of Corporate GovernanceReport.

20. GENERAL:

20.1 STATUTORY AUDITORS:

At the 29th Annual General Meeting held on 29th September 2017M/s. Rangwala & Co. Chartered Accountants Ahmedabad were appointed as StatutoryAuditors of the Company to hold office for the period of 5 years i.e. for the financialyears 2017-18 to 2021-22.

The remarks of Auditor are Self-explanatory and have been explained in Notes toAccounts.

20.2 INSURANCE:

The properties of the Company have been adequately insured against the risks of fireriot strike malicious damage etc. as per the consistent policy of the Company.

20.3 FIXED DEPOSITS:

The Company has not accepted any fixed deposits from the public within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.

20.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy which from time to time is reviewed by theAudit Committee of Directors as well as by the Board of Directors. The Policy is reviewedquarterly by assessing the threats and opportunities that will impact the objectives setfor the Company as a whole. The Policy is designed to provide the categorization of riskinto threat and its cause impact treatment and control measures. As part of the RiskManagement policy the relevant parameters for protection of environment safety ofoperations and health of people at work are monitored regularly with reference tostatutory regulations and guidelines defined by the Company.

20.5 SUBSIDIARIES/ ASSOCIATES/ JVS:

The Company does not have any Subsidiaries/ Associate Companies / JVs.

20.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management. All the Board Members and Senior Management personnelhave affirmed compliance with the code of conduct.

20.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There has been no significant and material order passed by any regulators or courts ortribunals impacting the going concern status of the Company and its future operations.

20.8 ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.

20.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. During the year under review the Company did not receive anycomplaint.

20.10 INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.

20.11 REGISTRAR AND SHARE TRANSFER AGENTS:

The Company has appointed Link Intime India Private Limited as Registrar & ShareTransfer Agents of the Company.

20.12 SECRETARIAL STANDARDS:

The Company complies with the Secretarial Standards issued by the Institute of CompanySecretaries of Indiawhich are mandatorily applicable to the Company.

20.13 CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During this period under the provisions under section 135 in respect of CSR is notapplicable to the Company. Hence your Directors have not constituted the Corporate SocialResponsibility (CSR) Committee.

20.14 INSIDER TRADING POLICY:

As required under the Insider Trading Policy Regulations of SEBI your Directors haveframed and approved Insider Trading Policy for the Company i.e. ‘Code of Practicesand Procedures for Fair Disclosure of Unpublished Price Sensitive Information' and‘Code of Conduct for Regulating Monitoring and Reporting of Trading by DesignatedPersons/Insiders'.

21. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.

22. DISCLOSURE OF MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the Company.

23. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with Central DepositoryServices (India) Limited (CDSL) and National Securities Depository Limited (NSDL). TheISIN is INE276T01018.

24. ACKNOWLEDGEMENT:

Your Directors express their sincere thanks and appreciation to Promoters andShareholders for their constant support and co operation. Your Directors also place onrecord their grateful appreciation and co operation received from Bankers FinancialInstitutions Government Agencies and employees of the Company.

For and on behalf of the Board

Place : Ahmedabad

Dr. Mahendra P. Shah

Date : 26th July2021 Chairman
DIN- 00461325

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